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  4. [Form 4] REDWOOD TRUST INC Insider Trading Activity

Redwood Trust (RWT) director receives 4,595.960 Deferred Stock Units as compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PROCTOR GEORGANNE reported acquisition or exercise transactions in this Form 4 filing.

Redwood Trust director Georganne Proctor received 4,595.960 Deferred Stock Units as compensation. The units were granted at a stated price of $0.0000 per unit in connection with her deferral election under the company’s Amended and Restated Executive Deferred Compensation Plan.

The Deferred Stock Units are 100% vested at grant and are linked to an equal number of shares of Redwood Trust common stock. According to the disclosure, these units have no expiration date, and this grant represents her entire reported Deferred Stock Unit position following the transaction.

Positive

  • None.

Negative

  • None.
Insider PROCTOR GEORGANNE
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units 4,595.96 $0.00 --
Holdings After Transaction: Deferred Stock Units — 4,595.96 shares (Direct)
Footnotes (1)
  1. This transaction relates to the acquisition of Deferred Stock Units in accordance with the deferral election made with respect to director compensation and/or dividend equivalent rights according to the terms and conditions of the Redwood Trust Inc. Amended and Restated Executive Deferred Compensation Plan. 100% vested at grant. No expiration date is applicable to deferred stock units.
Deferred Stock Units granted 4,595.960 units Director compensation grant on March 31, 2026
Grant price per unit $0.0000 per unit Reported transaction price for Deferred Stock Units
Underlying common shares 4,595.960 shares Common stock underlying the Deferred Stock Units
Conversion reference price $5.3800 per share Conversion or exercise price reference for Deferred Stock Units
Deferred units after transaction 4,595.960 units Total Deferred Stock Units held following the grant
Deferred Stock Units financial
"This transaction relates to the acquisition of Deferred Stock Units in accordance"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
dividend equivalent rights financial
"deferral election made with respect to director compensation and/or dividend equivalent rights"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Amended and Restated Executive Deferred Compensation Plan financial
"according to the terms and conditions of the Redwood Trust Inc. Amended and Restated Executive Deferred Compensation Plan"
100% vested at grant financial
"100% vested at grant."
expiration date financial
"No expiration date is applicable to deferred stock units."
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PROCTOR GEORGANNE
(Last)(First)(Middle)
1 BELVEDERE PLACE
SUITE 300
(Street)
MILL VALLEY CALIFORNIA 94941
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [ RWT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units$5.3803/31/2026A4,595.96(1) (2) (3)Common Stock4,595.96$0.00004,595.96D
Explanation of Responses:
1. This transaction relates to the acquisition of Deferred Stock Units in accordance with the deferral election made with respect to director compensation and/or dividend equivalent rights according to the terms and conditions of the Redwood Trust Inc. Amended and Restated Executive Deferred Compensation Plan.
2. 100% vested at grant.
3. No expiration date is applicable to deferred stock units.
Attorney-In-Fact: /s/ Andrew P. Stone03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Redwood Trust (RWT) director Georganne Proctor report in this Form 4?

Georganne Proctor reported receiving 4,595.960 Deferred Stock Units as director compensation. The units are tied to Redwood Trust common stock and were granted under the company’s Executive Deferred Compensation Plan, reflecting a non-cash, compensation-related acquisition rather than an open-market stock purchase.

How many Deferred Stock Units did Georganne Proctor receive from Redwood Trust (RWT)?

She received 4,595.960 Deferred Stock Units. Each unit corresponds to one share of Redwood Trust common stock. The filing shows this amount as both the transaction size and her total Deferred Stock Unit holdings immediately after the grant reported in this Form 4.

Is Georganne Proctor’s Deferred Stock Unit grant from Redwood Trust (RWT) fully vested?

Yes, the Deferred Stock Units are 100% vested at grant. A footnote states that the entire award vests immediately, meaning there is no additional service-based vesting period associated with this specific director compensation grant.

Does the Redwood Trust (RWT) Deferred Stock Unit grant to Georganne Proctor have an expiration date?

No, the Deferred Stock Units do not have an expiration date. A footnote explicitly explains that no expiration date is applicable to these units, which are issued under Redwood Trust’s Amended and Restated Executive Deferred Compensation Plan.

How were the Deferred Stock Units for Redwood Trust (RWT) director compensation determined?

The grant relates to a deferral election for director compensation and dividend equivalent rights. According to the footnotes, the units were awarded under Redwood Trust’s Amended and Restated Executive Deferred Compensation Plan, which governs how director fees can be deferred into stock-based units.

Are Georganne Proctor’s reported Redwood Trust (RWT) units a market purchase of common stock?

No, this is a grant of Deferred Stock Units, not an open-market stock purchase. The units were acquired as part of a director compensation deferral election and are recorded at a price of $0.0000 per unit, rather than reflecting a market trading transaction.