| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| FORM S-8 | ||
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||
| Redfin Corporation | ||||||||
| (Exact name of registrant as specific in its charter) | ||||||||
| Delaware | 74-3064240 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 1099 Stewart Street, Suite 600 Seattle, WA | 98101 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| 2017 Employee Stock Purchase Plan 2017 Equity Incentive Plan | ||||||||
| (Full title of the plan) | ||||||||
| Glenn Kelman Chief Executive Officer Redfin Corporation 1099 Stewart Street, Suite 600 Seattle, WA 98101 | ||||||||
| (Name and address of agent for service) | ||||||||
| (206) 576-8610 | ||||||||
| (Telephone number, including area code, of agent for service) | ||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. | |||||||||||
| Large accelerated filer ☑ | Accelerated filer ☐ | ||||||||||
| Non-accelerated filer ☐ | Smaller reporting company ☐ | ||||||||||
| Emerging growth company ☐ | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | ☐ | |||||||
EXPLANATORY NOTE
Pursuant to General Instruction E of the Registration Statement on Form S-8, Redfin Corporation incorporates by reference the contents of its Registration Statement on Form S-8 (file number 333-219561).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interest of Named Experts and Counsel.
As of February 27, 2024, an attorney of Fenwick & West LLP, which is issuing the opinion filed as Exhibit 5.1 to this registration statement, beneficially owned 0 shares of Redfin Corporation's common stock, par value $0.001 per share.
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filing | Exhibit | Filing Date | Filed Herewith | |||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||
| 23.1 | Consent of Fenwick & West LLP (contained in exhibit 5.1) | X | ||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||
| 24.1 | Power of Attorney (contained in "Signatures") | X | ||||||||||||||||||||||||||||||
| 107.1 | X | |||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 27, 2024.
| Redfin Corporation | |||||||||||
| (Registrant) | |||||||||||
| By | /s/ Glenn Kelman | ||||||||||
| Glenn Kelman Chief Executive Officer | |||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Glenn Kelman and Chris Nielsen, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Name | Title | Date | ||||||||||||
| /s/ Glenn Kelman | Chief Executive Officer and Director (Principal Executive Officer) | February 27, 2024 | ||||||||||||
| Glenn Kelman | ||||||||||||||
| /s/ Chris Nielsen | Chief Financial Officer (Principal Financial and Accounting Officer) | February 27, 2024 | ||||||||||||
| Chris Nielsen | ||||||||||||||
| /s/ David Lissy | Chairman of the Board of Directors | February 27, 2024 | ||||||||||||
| David Lissy | ||||||||||||||
| /s/ Robert Bass | Director | February 27, 2024 | ||||||||||||
| Robert Bass | ||||||||||||||
| /s/ Julie Bornstein | Director | February 27, 2024 | ||||||||||||
| Julie Bornstein | ||||||||||||||
| /s/ Kerry Chandler | Director | February 27, 2024 | ||||||||||||
| Kerry Chandler | ||||||||||||||
| /s/ Austin Ligon | Director | February 27, 2024 | ||||||||||||
| Austin Ligon | ||||||||||||||
| /s/ Brad Singer | Director | February 27, 2024 | ||||||||||||
| Brad Singer | ||||||||||||||
| /s/ James Slavet | Director | February 27, 2024 | ||||||||||||
| James Slavet | ||||||||||||||
| /s/ Selina Tobaccowala | Director | February 27, 2024 | ||||||||||||
| Selina Tobaccowala | ||||||||||||||