REDWOOD TRUST INC
For the period ended Jun 30, 2024. Filed Aug 7, 2024.
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Jun 30, 2024 · Filed Aug 7, 2024
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Item 5. Other Information
Effective August 6, 2024, Redwood amended and restated its employment agreements with each of Christopher J. Abate (Redwood’s CEO), Dashiell I. Robinson (Redwood’s President), Brooke E. Carillo (Redwood’s CFO), Fred J. Matera (Redwood’s Chief Investment Officer), Sasha G. Macomber (Redwood’s Chief Human Resource Officer), and Andrew P. Stone (Redwood’s Executive Vice President, Chief Legal Officer, and Secretary). These agreements were amended and restated to, among other things, update or clarify certain defined terms, update or clarify certain severance-related terms, and update provisions related to certain restrictive covenants, as well as to reflect previously disclosed compensation terms applicable to these officers.
The preceding summary of the six amended and restated employment agreements is qualified in its entirety by reference to, and should be read in connection with, the complete copies of the amended and restated employment agreements attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
During the three months ended June 30, 2024, no director or "officer" (as defined in 17 CFR § 240.16a-1(f)) of the Company adopted orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, except as set forth below.
On May 10, 2024, Andrew P. Stone, Redwood's Executive Vice President, Chief Legal Officer and Secretary adopted a Rule 10b5-1 trading arrangement to sell between 13,500 and 14,000 shares on December 23, 2024. The actual number of shares to be sold is based on the tax withholding rate applicable to the delivery of shares in December 2024 underlying previously awarded deferred stock units and will be calculated in accordance with the formula set forth in the plan. The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c).
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