REDWOOD TRUST INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Item 9B. Other Information
The Company's Board of Directors (the "Board") has set May 19, 2026 as the date for the 2026 annual meeting of stockholders. The meeting will be held in-person at 8:30 a.m. (Pacific) in Mill Valley, California. Stockholders of record as of March 27, 2026 will be entitled to vote at that meeting.
On February 26, 2026, Georganne C. Proctor, a member of the Company’s Board, notified the Board that she would be retiring from the Board of Directors, effective as of May 19, 2026, and therefore would not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders. Ms. Proctor currently serves on the Board’s Compensation Committee and Audit Committee. Ms.
Proctor’s retirement follows more than 20 years of dedicated service on the Board, including 15 years of service as the Chair of the Board’s Compensation Committee.
Other than as noted below with respect to Ms. Proctor, during the quarter ended December 31, 2025, 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.
On November 18, 2025, Ms. Proctor adopted a Rule 10b5-1 trading arrangement to sell 140,000 shares of the Company’s common stock during the period beginning on May 20, 2026 and ending on May 27, 2026 (the “Proctor 10b5-1 Plan”). Funds from sales under the Proctor 10b5-1 Plan are primarily intended to address Ms. Proctor’s tax withholding obligations associated with income recognition from previously awarded director compensation in the form of shares of the Company’s common stock that will be delivered to Ms. Proctor upon her retirement from the Board. The Proctor 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c).
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