Redwood Private Real Estate Debt Fund: Nov 10, 2026 Repurchase

What the October 20, 2026 notice says

The fund files a Form N-23C-3 each quarter with the letter and terms it sends shareholders. The latest was filed on October 20, 2026. Its terms, set against Rule 23c-3 (17 CFR 270.23c-3):

The rule’s operative sentence is: “The repurchase offer amount shall not be less than five percent nor more than twenty-five percent of the common stock outstanding on a repurchase request deadline.” The fund has offered the floor, 5%, in all 13 notices we read. This notice is the tightest of the 13: it went out 21 days before the deadline, the minimum, against 34 or 35 days in 10 of the other 12 and 27 or 30 in the remaining two (our arithmetic). The deadline is strict: “The Repurchase Request Deadline will be strictly observed.” Holders through a broker are told to contact their intermediary, whose own cut-off the filing does not give, and the form says a broker or retirement plan trustee “may charge a transaction fee for submitting a repurchase request.”

The notice also carries the standard warning: “There can be no assurance that the Fund will be able to repurchase all Shares that each shareholder has tendered, even if all the Shares in a shareholder’s account are tendered.”

The same offer carries a policy change the notice does not mention

On August 20, 2026 the fund filed a prospectus supplement (Form 424B3, accession 0001213900-26-092187) headed with an important notice on a change to its investment policy. The board approved a change to the fund’s 80% policy, and the supplement says the fund is giving shareholders at least 60 days’ notice before a repurchase offer that lets those who do not want to stay invested under the new policy have their shares repurchased at net asset value. The offer period it names is October 20, 2026 to November 10, 2026, which is this offer.

What changes, by comparing the two texts (our reading): the current policy requires private U.S. commercial real estate-related debt investments backed by real estate in one of the fifty U.S. states; the revised policy says private commercial real estate-related debt investments and drops both U.S. references. The April 30, 2026 prospectus already lets the fund hold up to 20% of net assets in short-term instruments and non-U.S. investments, “expected to reside primarily in the United Kingdom and Europe.” The supplement does not say what the fund plans to buy.

The sentence that matters for a holder: “In the event the Offer is oversubscribed, the Fund will not implement the change to its 80% investment policy without obtaining shareholder approval.” The supplement does not say whether “oversubscribed” means more than 5% tendered, or more than the 5% plus the 2% the fund may add. Six of the 11 reported offers repurchased more than 5%. The October 20 notice, the document a holder actually receives and returns a form with, does not mention the policy change at all (our reading of the saved notice).

A second supplement the same day (accession 0001213900-26-092092) rewrote the “Oversubscribed Repurchase Offers” section of the prospectus. The April version said the fund may also accept shares tendered “in connection with required minimum distributions from an IRA or other qualified retirement plan” before prorating. The August version keeps only the holders of fewer than 100 shares. IRA holders taking an RMD from this fund should not assume that priority still exists; our page on required minimum distributions from illiquid IRA assets predates this reading and is flagged for correction.

Eleven offers, November 2023 to May 2026

From the repurchase table in each annual report (Form N-CSR) and the June 30, 2026 semiannual report (Form N-CSRS). The deadline and the pricing date are the same day. The NAV shown is the figure in that offer’s notice.

The November 2023 line is the one place where the documents disagree: the annual report prints a 7.0% offer amount, while the October 10, 2023 notice offers “up to five percent (5%).” Across the 11 reported offers the fund repurchased about 6.6 million shares (our arithmetic). The cost of shares redeemed was $12.3 million in 2023, $32.7 million in 2024, $77.0 million in 2025 and $44.2 million in the first half of 2026, $166.2 million in all (our arithmetic).

Six of the 11 are above 5%: 6.1%, 5.6%, 6.3%, 7.0%, 5.3% and 5.7%. Under Rule 23c-3(b)(5), the fund may buy an additional amount “not to exceed two percent of the common stock outstanding on the repurchase request deadline” when “security holders tender more than the repurchase offer amount.” So each of those offers was tendered above 5% (our reading). August 2025, at 7.0%, is the ceiling of the 5% plus 2%, and any tender above that is bought pro rata. The most recent reported offer, May 2026, came in at 4.2%, under 5%, which means every request in it could be filled.

What the filings do not give is the number of shares tendered. Rule 23c-3 requires the annual report to give “the repurchase offer amount and the amount tendered in each repurchase offer”; the repurchase tables in the three annual reports list the dates, the offer amount, the percentage and the shares repurchased, and none lists the amount tendered. Whether a holder who tendered in August 2025 was prorated is therefore not readable from the filings.

What stands behind a 5% window

At June 30, 2026 the fund had 18,273,432 shares and $458.3 million of net assets. Five percent is about 913,672 shares, or $23.0 million at $25.13; the 7% ceiling is about 1,279,000 shares, or $32.2 million (our arithmetic; the rule measures the offer against shares outstanding on the deadline, which will differ). Against that, the semiannual report shows $7.9 million of cash and $21.0 million in a money market fund, $28.9 million together, plus $25.1 million owed to the fund for investments sold. A further $33.7 million of cash is restricted, held for the CLO note. Most of the rest is loans: the schedule lists 297 positions, all valued with unobservable inputs.

Borrowings are the other half of the picture:

The ratios are our arithmetic from the balance sheets. Two sentences in the financial statements explain why the fund can show a high asset coverage ratio: it “treats reverse repurchase agreements under the Master Repurchase Agreement as derivatives transactions under Rule 18f -4 rather than borrowings or senior securities,” so the 467% asset coverage in the financial highlights counts only the $125 million CLO. Our list of interval funds ranks borrowings against total assets and puts this fund first among the 18 real estate interval funds on 37.5%.

The repurchase agreement is with Churchill MRA Funding I LLC, up to a maximum of $300 million, secured by 187 mortgage loans with a market value of $287.8 million, and its effective rate in the first half of 2026 was 6.36%. The CLO’s Class A notes pay 6.50%, subject to step-up provisions, and “The revolving period extends for two years from issuance, after which the Notes begin amortizing.” The indenture is dated November 27, 2024, so the revolving period should end around November 27, 2026, 17 days after this pricing date (our reading; the report does not give the end date). Interest on the two facilities took $9.9 million of the $32.3 million of interest income in the first half (our arithmetic).

The fund also reports $178.6 million of unfunded commitments to borrowers, 39.0% of net assets (our arithmetic), the largest two being $21.3 million to a condominium project and $13.2 million to another; its words are that it “reasonably believes its assets will provide adequate cover.”

Newer money is covering older money for now. In the first half of 2026 the fund sold $79.4 million of shares against $44.2 million paid for repurchases. If subscriptions stop and tenders rise, the offer is paid from loan repayments, the CLO’s cash or new borrowing; the filings do not say which the fund would use.

The loan book at June 30, 2026

The schedule of investments lists three kinds of holding: 41 participation notes ($230.8 million, 50.4% of net assets), 241 mortgages ($340.6 million, 74.3%) and 15 properties acquired in foreclosure ($59.2 million, 12.9%). All are valued at the same figure as their cost.

Though the fund’s policy is commercial real estate debt, 43.9% of its net assets sits in mortgages on single-family collateral. The 241 mortgages carry mostly fixed coupons, weighted average 8.88% and ranging from 6.31% to 14.70% (our arithmetic). The participation notes are larger, floating-rate positions (weighted average coupon 10.80%, our arithmetic). The largest, a New York apartment loan, is $55.8 million, 12.2% of net assets; the ten largest positions are 35.7% (our arithmetic).

Prices. The fair value tables put the participation notes at 99.75% to 100.00% of par and the mortgages at 99.63% to 100.00%, and report that “changes in net unrealized appreciation (depreciation) and realized gains or (losses) … were $0 and $0.” NAV has barely moved since the fund started at $25.00 in 2023.

Maturities. The same schedule prints a maturity date for every loan. We grouped them by the June 30, 2026 date (our arithmetic):

Mortgages past their printed maturity were 18 loans and $26.1 million of a $487.9 million mortgage book at December 31, 2025 (5.4%); at June 30, 2026 they were 54 loans and $66.0 million of $340.6 million (19.4%, and 14.4% of net assets). The oldest dates are October and December 2025; $22.7 million of the $66.0 million passed its date in June 2026 alone (our arithmetic). The filings do not say whether these loans have extension options, are being modified or are being collected; they are still carried at par.

Participation notes show the extension pattern. Of the 15 participation notes whose December 31, 2025 schedule date was on or before June 30, 2026 ($110.3 million), 12 were still held at June 30, 2026 and all 12 now show a later maturity (our matching by name). The largest, the $55.8 million Carlisle loan, moved from May 8, 2026 to July 31, 2026, its principal rose from $49.1 million and its coupon from 10.25% to 12.25%; its new date has also passed by the time of this notice, and the filings do not say what happened. The next report, the Form N-PORT for September 30, 2026, should show it.

Foreclosures. The fund has begun taking title. A subsidiary acquired nine North Carolina properties by foreclosure sale on March 30, 2026, carried at $40.3 million, 8.8% of net assets; other subsidiaries took two California properties on January 5, 2026, one in Washington, DC on April 17, 2026, one more in California on April 10, 2026 and two in Tennessee on May 29, 2026. All 15 are in real estate owned at $59,198,057, equal to their cost, with the note that the fund “expects to classify these properties as real estate owned (“REO”) and to record them in accordance with the Fund’s valuation procedures.”

What the default flags say. The fund’s Form N-PORT for June 30, 2026 marks each of its 297 positions “No” for default and “No” for interest payments in arrears (our count). That is hard to reconcile with 54 loans past their printed maturity and 15 foreclosed properties unless the loans were extended in practice or the maturity column is stale; the filings do not say. One more number belongs next to it: interest receivable rose 38.3% in six months, from $14.3 million to $19.8 million, while loans and properties fell 12.1%; it is now 61.3% of the six-month interest income of $32.3 million (our arithmetic).

Fees, income and returns

The adviser, Redwood Investment Management, LLC of Scottsdale, Arizona, charges 1.75% a year of “Managed Assets,” which include assets bought with borrowed money, so borrowing raises its fee; the prospectus table shows that as 3.13% of net assets, with total annual expenses of 9.68% for Class I and no early repurchase fee. In the first half of 2026, expenses were 8.03% of average net assets (annualized) and net investment income 6.85%. Total expenses were $17.4 million, of which interest was $9.9 million. Class S shares exist in the prospectus; none were outstanding.

The fund paid $0.87 a share in the first half against net investment income of $0.86, a 3.47% total return for the six months (not annualized). Total returns were 8.09% for 2024 and 7.72% for 2025. The notes show all of the $27.9 million paid in 2025 as ordinary income for tax purposes. The fund shares a name with Redwood Trust (NYSE: RWT), a different company; we found no link between them in this fund’s filings, and our pages on Redwood Trust’s business-purpose loans cover that company.

What a holder can do with this

• If you hold shares directly: the request goes to UMB Fund Services, 235 West Galena Street, Milwaukee, Wisconsin, to arrive by 4:00 p.m. Eastern on November 10, 2026. A request can be withdrawn or changed until then in writing. The phone number in the notice is 1-888-988-9882.
• If you hold through a broker or adviser: the intermediary sets its own, earlier cut-off. The notice tells you to contact it before submitting a request.
• The price you get: NAV on November 10, 2026, not the $25.13 in the notice. NAV has moved by cents in every notice since October 2023.
• If requests exceed 5%: the fund may buy up to 2% more; above that, requests are filled pro rata and the rest must be resubmitted in the next offer, with no priority. Six of the last 11 offers were above 5%.
• The policy change: a holder who objects to the change in the 80% policy can use this offer to leave at NAV. If the offer is oversubscribed, the fund says it needs shareholder approval before implementing the change.
• IRA holders taking a required minimum distribution: the August 20, 2026 supplement removed the prospectus sentence that let the fund take RMD tenders ahead of proration. Ask the transfer agent in writing whether any RMD priority applies; see RMDs from illiquid IRA assets.
• Tax: the notice says a tender is generally “a taxable event,” treated as a capital gain or loss. For the mechanics of selling fund shares at a loss, see wash sale rules for REIT, BDC and interval fund tenders and Form 8949 and Schedule D for these sales.
• Compare: other real estate credit interval funds with open offers are covered in the Pender Real Estate Credit Fund page, the Thirdline Real Estate Income Fund page and First Eagle Real Estate Debt Fund; the calendar of all November deadlines is in Q4 2026 redemption and tender deadlines. For how the structure works, see what is an interval fund, and for the wider debt market this fund lends into, the CRE debt maturity wall.

FAQ

All figures are from Redwood Private Real Estate Debt Fund’s SEC filings and Rule 23c-3, read on October 22, 2026: thirteen repurchase notices on Form N-23C-3 from October 10, 2023 to October 20, 2026 (latest accession 0001213900-26-110905), the annual reports on Form N-CSR for 2023, 2024 and 2025 (accessions 0001213900-24-021349, 0001213900-25-022631 and 0001213900-26-025187), the semiannual report for June 30, 2026 (accession 0001213900-26-098011), the prospectus dated April 30, 2026 (accession 0001213900-26-049386), the two prospectus supplements dated August 20, 2026 (accessions 0001213900-26-092187 and 0001213900-26-092092), the Form N-PORT for June 30, 2026 (accession 0001193125-26-366256) and 17 CFR 270.23c-3 from the eCFR as of October 6, 2026. The fund’s latest filing on EDGAR is the October 20, 2026 notice; the report for the six months to September 30, 2026 had not been filed, and the number of shares tendered in each offer is not disclosed. Counts of loans past maturity, extensions, borrowings ratios, sums and percentages are our arithmetic from the schedule of investments and financial statements. This is analysis of public documents, not investment, legal or tax advice.