Redwood Trust, Inc. filed a Form 8-A12B on November 3, 2026, registering Preferred Stock Purchase Rights on the New York Stock Exchange in connection with a newly adopted Tax Benefits Preservation Plan designed to protect the company's net operating losses and other tax attributes.

Key Highlights

  • Board action on November 3, 2026: Redwood Trust's board of directors adopted a Tax Benefits Preservation Plan and declared a dividend of one Right for each outstanding share of common stock.
  • Record Date set for November 16, 2026: Stockholders of record at the close of business on that date will receive the Rights dividend.
  • Exercise price of $20.00 per Right: Each Right entitles its holder to purchase one one-thousandth of a share of Series X Junior Participating Preferred Stock, par value $0.01 per share, at $20.00, subject to adjustment.
  • Acquiring Person threshold set at 4.9%: A person or group beneficially owning at least 4.9% of Company Securities or outstanding common stock, as defined in the plan, is classified as an Acquiring Person.
  • NOL protection purpose: According to the filing, the plan is intended to prevent an "ownership change" under Section 382 of the Internal Revenue Code that could substantially limit or delay the company's use of its NOLs and certain other tax attributes.
  • Rights Agent: Computershare Trust Company, N.A. is named as rights agent under the Tax Benefits Preservation Plan.
  • No interference with Board-approved combinations: The filing states the plan "is not expected to interfere with any merger or other business combination approved by the Board."

Redwood Trust's Tax Benefits Preservation Plan: Structure and Mechanics

According to the filing, Redwood Trust (NYSE:RWT), a Maryland corporation headquartered in Mill Valley, California, adopted the Tax Benefits Preservation Plan on November 3, 2026, to guard against a potential limitation on its ability to utilize net operating losses and certain other tax attributes. The company disclosed that an "ownership change," as defined under Section 382 of the Internal Revenue Code, would generally occur if the company's "5-percent shareholders" increase their aggregate ownership by more than 50 percentage points over the lowest percentage owned at any point during a rolling three-year period.

The Rights will attach to shares of common stock issued and outstanding after the Record Date and prior to the earlier of the Distribution Time or the Expiration Time. Until the Distribution Time, the Rights are associated with, and transferable only with, the underlying shares of common stock. The Rights become exercisable and trade separately from common stock only at the Distribution Time, which occurs upon the earlier of the close of business on the tenth day after the Stock Acquisition Date, or the close of business on the tenth business day after the commencement of a qualifying tender offer or exchange offer, as the filing specifies.

The plan includes several exemptions from the Acquiring Person definition. These cover the company itself, its subsidiaries, officers, directors, employees, employee benefit plans, and certain existing holders who as of immediately prior to the first public announcement of the plan already beneficially owned at least the 4.9% Specified Percentage, provided they do not increase their holdings beyond specified thresholds set out in the filing. The Rights are not exercisable until the Distribution Time, and until a Right is exercised, the filing notes, its holder has no stockholder rights, including no right to vote or receive dividends.

What Was Disclosed

Redwood Trust filed a Form 8-A12B to register Preferred Stock Purchase Rights on the New York Stock Exchange, disclosing the adoption of a Tax Benefits Preservation Plan intended to protect NOLs and other tax attributes by limiting ownership changes as defined under Section 382 of the Internal Revenue Code.