Item 7.01. Regulation FD Disclosure.
On
March 17, 2020, Redwood Trust, Inc. (the “Company”) made available
an investor presentation providing a business update, including information about Redwood’s operations and financial
condition. A copy of the investor presentation is attached as Exhibit 99.1. A link to the presentation
materials is also available at the Company’s website at http://www.redwoodtrust.com, in the Newsroom section of the website
under “Presentations.” An archive of the presentation materials will be available at the same location for 90 days.
The information in
the presentation reflects the current information available to management. The Company’s actual results for the first quarter
of 2020 may differ from any estimated information in the presentation due to business and market activities through the remainder
of the calendar quarter, the Company’s financial closing procedures, final adjustments and other developments that may arise
between the date of this Form 8-K and the time that financial results for the quarter ended March 31, 2020 are finalized.
The
information contained in Item 2.02 and Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities
and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth
by specific reference in such filing.
Cautionary
Statement: Redwood Trust’s presentation to investors may contain forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and
uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical
in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,”
“expect,” “believe,” “intend,” “seek,” “plan” and similar expressions
or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks
and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December
31, 2019, under the caption “Risk Factors.” Other risks, uncertainties, and factors that could cause actual results
to differ materially from those projected may be described from time to time in reports we file with the Securities and Exchange
Commission (SEC), including reports on Forms 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Many
of the factors that could affect our actual results are summarized below. One of the most significant factors, however, is the
ongoing impact of the Coronavirus (COVID-19) on the United States economy, homeowners, renters of housing, the housing market,
the mortgage finance markets and the broader financial markets. It is difficult to fully assess the impact of the Coronavirus at
this time, including because of the uncertainty around the severity and duration of the Coronavirus outbreak domestically and internationally,
as well as the uncertainty around the efficacy of Federal, State and local governments’ efforts to contain the spread of
the Coronavirus and respond to its direct and indirect impacts on many aspects of Americans’ lives and economic activity.
Moreover, each of the factors summarized below is likely to also be impacted directly or indirectly by the ongoing impact of the
Coronavirus and investors are cautioned to interpret substantially all of the risks identified in the Company’s previously
published “Risk Factors” as being heightened as a result of the ongoing impact of the Coronavirus.
Additional
important factors, among others, that may affect our actual results include: the pace at which we redeploy our available capital
into new investments; interest rate volatility, changes in credit spreads, and changes in liquidity in the market for real estate
securities and loans; changes in the demand from investors for residential mortgages and investments, and our ability to distribute
residential mortgages through our whole-loan distribution channel; our ability to finance our investments in securities and our
acquisition of residential mortgages with short-term debt; changes in the values of assets we own; general economic trends, the
performance of the housing, real estate, mortgage, credit, and broader financial markets, and their effects on the prices of earning
assets and the credit status of borrowers; federal and state legislative and regulatory developments, and the actions of governmental
authorities, including the new U.S. presidential administration, and in particular those affecting the mortgage industry or our
business; strategic business and capital deployment decisions we make; developments related to the fixed income and mortgage finance
markets and the Federal Reserve’s statements regarding its future open market activity and monetary policy; our exposure
to credit risk and the timing of credit losses within our portfolio; the concentration of the credit risks we are exposed to, including
due to the structure of assets we hold and the geographical concentration of real estate underlying assets we own; our exposure
to adjustable-rate mortgage loans; the efficacy and expense of our efforts to manage or hedge credit risk, interest rate risk,
and other financial and operational risks; changes in credit ratings on assets we own and changes in the rating agencies’
credit rating methodologies; changes in interest rates; changes in mortgage prepayment rates; changes in liquidity in the market
for real estate securities and loans; our ability to finance the acquisition of real estate-related assets with short-term debt;
the ability of counterparties to satisfy their obligations to us; our involvement in securitization transactions, the profitability
of those transactions, and the risks we are exposed to in engaging in securitization transactions; exposure to claims and litigation;
ongoing litigation against various trustees of RMBS transactions; whether we have sufficient liquid assets to meet short-term needs;
our ability to successfully compete and retain or attract key personnel; our ability to adapt our business model and strategies
to changing circumstances; changes in our investment, financing, and hedging strategies and new risks we may be exposed to if we
expand our business activities; our exposure to a disruption or breach of the security of our technology infrastructure and systems;
exposure to environmental liabilities; our failure to comply with applicable laws and regulations; our failure to maintain appropriate
internal controls over financial reporting and disclosure controls and procedures; the impact on our reputation that could result
from our actions or omissions or from those of others; changes in accounting principles and tax rules; our ability to maintain
our status as a REIT for tax purposes; limitations imposed on our business due to our REIT status and our status as exempt from
registration under the Investment Company Act of 1940; decisions about raising, managing, and distributing capital; and other factors
not presently identified.