Annual Report
2023
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___ to ___
Commission file number 001-38160
Redfin Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
1099 Stewart Street
Seattle
Suite 600
WA
(Address of Principal Executive Offices)
74-3064240
(I.R.S. Employer Identification No.)
98101
(Zip Code)
(206) 576-8610
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value per share
Trading
Symbol
RDFN
Name of each exchange on which registered
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
☒ Yes
☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Act.
☐ Yes
☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes
☐ No
Indicate by check mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
☒ Yes
☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☒
☐
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its
management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark
whether the financial statement of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that
required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
☐
☒
☐
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
☐ Yes
☒ No
As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate
market value of the registrant's common stock held by its non-affiliates, computed by reference to the price at
which the common stock was last sold, was $1,353,672,542.
The registrant had 119,241,526 shares of common stock outstanding as of February 21, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of the registrant's proxy statement to be filed in connection with the registrant’s 2023 Annual
Meeting of Stockholders that are responsive to the disclosure required by Part III of Form 10-K are incorporated
by reference into Part III of this Form 10-K.
Redfin Corporation
Annual Report on Form 10-K
For the Year Ended December 31, 2023
Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Executive Compensation
Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16.
Form 10-K Summary
Signatures
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As used in this annual report, the terms "Redfin," "we," "us," and "our" refer to Redfin Corporation and
its subsidiaries taken as a whole, unless otherwise noted or unless the context indicates otherwise. However,
when referencing (i) the 2023 notes, the 2025 notes, the 2027 notes, the terms “we,” “us,” and “our” refer only
to Redfin Corporation and not to Redfin Corporation and its subsidiaries taken as a whole, (ii) the Apollo term
loan, the terms “we,” “us,” and “our” refer only to Redfin Corporation and its subsidiaries except for Bay Equity
LLC, taken as a whole, and (ii) each warehouse credit facility, the terms "we," "us"," and "our" refer to Bay
Equity LLC.
Note Regarding Forward-Looking Statements
This annual report contains forward-looking statements. All statements contained in this report other
than statements of historical fact, including statements regarding our future operating results and financial
position, our business strategy and plans, our market growth and trends, and our objectives for future
operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” "hope," “potentially,” “preliminary,” “likely,” and
similar expressions are intended to identify forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future events and trends that we believe
may affect our financial condition, results of operations, business strategy, short-term and long-term business
operations and objectives, and financial needs. These forward-looking statements are subject to a number of
risks, uncertainties, and assumptions, including those described under Item 1A. Moreover, we operate in a very
competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the effect of all factors on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future
events and trends discussed in this report may not occur and actual results could differ materially and adversely
from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely on forward-
looking statements as predictions of future events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events
and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no
obligation to update any of these forward-looking statements for any reason after the date of this report or to
conform these statements to actual results or revised expectations.
Note Regarding Industry and Market Data
This annual report contains information using industry publications that generally state that the
information contained therein has been obtained from sources believed to be reliable, but such information may
not be accurate or complete. While we are not aware of any misstatements regarding the information from these
industry publications, we have not independently verified any of the data from third-party sources nor have we
ascertained the underlying economic assumptions relied on therein.
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Item 1. Business
Overview
PART I
We help people buy and sell homes. Representing customers in over 100 markets in the United States
and Canada, we are a residential real estate brokerage. We pair our own agents with our own technology to
create a service that is faster, better, and costs less. We meet customers through our listings-search website
and mobile application.
We use the same combination of technology and local service to originate, service, and subsequently
sell mortgage loans and offer title and settlement services. We also offer digital platforms to connect consumers
with available apartments and houses for rent and for other advertising.
Our mission is to redefine real estate in the consumer’s favor.
Representing Customers
Our brokerage efficiency results in savings that we share with our customers. We charge most home
sellers a commission of 1% to 1.5%, compared to the 2.5% to 3% typically charged by traditional brokerages.
The results of our customer-first approach are clear. We:
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helped customers buy or sell more than 559,000 homes worth more than $281 billion through 2023;
saved customers approximately $1.6 billion, when compared to a 2.5% commission, since our launch in
2006;
drew nearly 50 million monthly average visitors to our website and mobile application in 2023;
had customers buy and sell the same home with us at a 28% higher rate than competing brokerages;
had listings on the market for an average of less than 36 days during the twelve months ended March 1,
2023 compared to the industry average of 40 days, according to a study we commissioned; and,
according to the same study, approximately 91% of Redfin listings sold within 90 days versus the
industry average of approximately 77%.
To serve customers when our own agents can’t due to high demand or geographic limitations, we’ve
developed partnerships with over 5,793 agents at other brokerages. Once we refer a customer to a partner
agent, that agent, not us, represents the customer from the initial meeting through closing, at which point the
agent pays us a portion of her commission as a referral fee.
Complete Customer Solution
Our aim is to combine brokerage, rentals, mortgage, and title services into one solution, sharing
information, coordinating deadlines, and streamlining processes so that a consumer's move is easier and often
less costly. As we integrate these services more closely over time, we believe we can help consumers move
much more efficiently than a combination of stand-alone companies ever could.
Bay Equity underwrites mortgage loans and, after originating each loan, Bay Equity sells most of the
loans to third-party mortgage investors, retains a small amount of mortgage servicing rights, and services a
small portfolio of loans. Bay Equity is licensed in 48 states and the District of Columbia. These markets
accounted for more than 98% of our brokerage's buy-side transactions in 2023.
Title Forward offers title and settlement services. Title Forward has officially launched in 27 markets
across nine states and the District of Columbia. These markets accounted for 54% of our brokerage's
transactions in 2023.
Rent. offers an end-to-end digital marketing platform that connects consumers with available
apartments and houses for rent across all 50 states and the District of Columbia.
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RedfinNow bought homes directly from homeowners and resold them to homebuyers. In November
2022, we decided to wind-down RedfinNow, and we completed the liquidation of our RedfinNow inventory in the
second quarter of 2023.
Competition
The residential brokerage industry is highly fragmented, with numerous active licensed agents and
brokerages, and is evolving rapidly in response to technological advancements, changing customer
preferences, and new offerings. We compete primarily against other residential real estate brokerages, which
include franchise operations affiliated with national or local brands, and small independent brokerages. We also
compete with hybrid residential brokerages, which combine Internet technology and brokerage services, and a
growing number of others that operate with non-traditional real estate business models. Competition is
particularly intense in some of the densely populated metropolitan markets we serve, as they are dominated by
entrenched real estate brokerages and are the primary markets for innovative and well-capitalized new entrants.
We believe we compete primarily based on:
access to timely, accurate data about homes for sale;
traffic to our website and mobile application, which themselves are subject to competition against real
estate data websites that aggregate listings and sell advertising to traditional brokers;
the speed and quality of our service, including agent responsiveness and local knowledge;
our ability to hire and retain agents who deliver the best customer service;
the costs of delivering our service and the price of our service to consumers;
consumer awareness of our service and the effectiveness of our marketing efforts;
technological innovation; and
depth and breadth of local referral networks.
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Bay Equity competes with numerous national and local multi-product banks as well as focused
mortgage originators. We compete primarily on service, product selection, interest rates, and origination fees.
Title Forward competes with numerous national and local companies that typically focus solely on these
services. We compete primarily on timeliness of service and fees.
Rent. competes with companies that provide an online marketplace for residential rental listings and
related digital marketing solutions. We compete primarily on the scope and quality of listings we offer on our
digital platforms, our value-added digital marketing solutions, traffic generated through our websites and mobile
applications, and the breadth of our broader marketing services.
Seasonality
For the impact of seasonality on our business, see "Quarterly Results of Operations and Key Business
Metrics" under Item 7.
Our Lead Agents
Our goal is to be the best employer in real estate. At the heart of this goal is an investment in the real
estate agents who directly help our customers buy and sell homes. We refer to these agents as our lead agents.
Unlike traditional real estate brokerages, where agents work as independent contractors, we employ our lead
agents and provide them with health insurance and other benefits as well as the opportunity to earn equity
compensation. As a result, our lead agents in 2023 earned a median income that was more than two times as
much as agents at competing brokerages. Also in 2023, our lead agents were, on average, more than twice as
productive as agents at competing brokerages. And compared to the top-20 brokerages by volume in 2023, our
lead agents had the highest annual sales volume. In January 2024, in four pilot markets, we began paying lead
agents a larger transaction bonus in lieu of a base salary.
As of December 31, 2023, we had 4,693 employees. For 2023, our average number of lead agents was
1,776. See "Key Business Metrics - Average Number of Lead Agents" under Item 7.
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Our Executive Officers
Below is information regarding our executive officers. Each executive officer holds office until his or her
successor is duly elected and qualified or until the officer’s earlier resignation, disqualification, or removal.
• Glenn Kelman, age 53, has served as our chief executive officer since September 2005 and one of our
directors since March 2006.
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Bridget Frey, age 46, has been employed by us since June 2011 and has served as our chief
technology officer since February 2015.
Anthony Kappus, age 43, has been employed by us since March 2014 and has served as our chief
legal officer since May 2021. Mr. Kappus previously served as our senior vice president - legal affairs
from August 2018 to May 2021 and vice president - legal from September 2014 to August 2018.
Chris Nielsen, age 57, has served as our chief financial officer since June 2013.
Anna Stevens, age 50, has served as our chief human resources officer since August 2022. Prior to
joining Redfin, Ms. Stevens served as the Chief People Officer of HD Supply, Inc., a North American
industrial distributor.
Christian Taubman, age 45, has served as our chief growth officer since April 2021. Mr. Taubman
previously served as our chief product officer from October 2019 to April 2021. Prior to joining Redfin,
Mr. Taubman served in several different roles with Amazon (a technology company) from April 2011 to
October 2019. As Director - Smart Home Verticals from December 2017 to October 2019, Mr. Taubman
led employees in product management, software engineering, and program management, with the
mission of helping customers to connect more smart devices to Amazon's Alexa virtual assistant.
Our Regulatory Environment
The residential real estate industry is heavily regulated by federal, state, and local governments in the
United States. Because of our complete customer solution approach of combining brokerage, rentals, mortgage,
title services, a customer may be able to receive more than one real estate-related service from us. Accordingly,
some government regulations affect more than one of our operating segments and may impact our ability to
offer multiple services to the same customer.
For example, the Real Estate Settlement Procedures Act of 1974 restricts, with some exceptions,
kickbacks or referral fees that real estate settlement service providers, such as brokerages, mortgage
originators, and title and closing service providers, may pay or receive in connection with the referral of
settlement services. Furthermore, the Fair Housing Act of 1968 (the “FHA”) prohibits discrimination in the
purchase or sale of homes. The FHA applies to real estate agents, mortgage lenders, title companies, and
home sellers, such as RedfinNow, as well as many forms of advertising and communications, including MLS
listings and insights about home listings.
Additionally, our brokerage, mortgage, and title business each requires a license specific to its business
from each state in which it operates, and the licensing requirements vary by state. Furthermore, some of our
employees who provide services for these businesses must also hold individual licenses. These entity and
individual licenses may be costly to obtain and maintain, which may adversely affect our company’s earnings.
Our Website and Public Filings
Our website is www.redfin.com. Through this website, we make available, free of charge, our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and
Exchange Commission (the "SEC").
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Item 1A. Risk Factors
You should carefully consider the risks described below, together with all other information in this
annual report, before investing in any of our securities. The occurrence of any single risk or any combination of
risks could materially and adversely affect our business, operating results, financial condition, liquidity, or
competitive position, and consequently, the value of our securities. The material adverse effects include, but are
not limited to, not growing our revenue or market share at the pace that they have grown historically or at all,
our revenue and market share fluctuating on a quarterly and annual basis, an extension of our history of losses
and a failure to become profitable, not achieving the revenue and net income (loss) guidance that we provide,
and harm to our reputation and brand.
Risks Related to Our Business and Industry
Our business depends significantly on the health of the U.S. residential real estate industry and
changes in general economic conditions.
Our success depends largely on the health of the U.S. residential real estate industry. This industry, in
turn, is affected by changes in general economic conditions, which are beyond our control. Any of the following
factors could reduce the volume of residential real estate transactions, cause a decline in the prices at which
homes are bought and sold, or otherwise adversely affect the industry and harm our business:
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seasonal or cyclical downturns in the U.S. residential real estate industry, which may be due to a single
factor, or a combination of factors, listed below, or factors which are currently not known to us or that
have not historically affected the industry;
slow economic growth or recessionary conditions;
increased unemployment rates or stagnant or declining wages;
inflationary conditions;
low consumer confidence in the economy or the U.S. residential real estate industry;
adverse changes in local or regional economic conditions in the markets that we serve, particularly our
top-10 markets and markets into which we are attempting to expand;
increased mortgage rates; reduced availability of mortgage financing; or increased down payment
requirements;
low home inventory levels, which may result from zoning regulations, higher construction costs, and
housing market uncertainty that discourages some home sellers, among other factors;
lack of affordably priced homes, which may result from home prices growing faster than wages, among
other factors;
volatility and general declines in the stock market or lower yields on individuals' investment portfolios;
increased expenses associated with home ownership, including rising insurance costs that may result
from more frequent and severe natural disasters and inclement weather;
newly enacted and potential federal, state, and local legislative actions, as well as new judicial
decisions, that would affect the residential real estate industry generally or in our top-10 markets,
including (i) actions or decisions that would increase the tax liability arising from buying, selling, or
owning real estate; (ii) actions or decisions that would change the way real estate brokerage
commissions are negotiated, calculated, or paid; (iii) actions or decisions that would discourage
individuals from owning, or obtaining a mortgage on, more than one home; and (iv) potential reform
relating to Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to
the mortgage market;
loss in confidence in the debt, obligations, or operations in the U.S. government, or a shutdown of the
U.S. government, which could impact broader credit markets or economic activity;
changes that cause U.S. real estate to be more expensive for foreign purchases, such as (i) increases
in the exchange rate for the U.S. dollar compared to foreign currencies and (ii) foreign regulatory
changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from
their home countries or purchase and hold U.S. real estate;
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changed generational views on homeownership and generally decreased financial resources available
for purchasing homes; and
war, terrorism, political uncertainty, natural disasters, inclement weather, health epidemics or
pandemics, and acts of God, and the effects of such events on the U.S. residential real estate market.
Our real estate services segment, which is our largest segment by gross profit, is concentrated in
certain geographic markets. Our failure to adapt to any substantial shift in the relative percentage of
residential housing transactions from these markets to other markets in the United States could
adversely affect our financial performance.
For the year ended December 31, 2023, our top-10 markets by real estate services revenue consisted
of the metropolitan areas of Boston, Chicago, Denver (including Boulder and Colorado Springs), Los Angeles
(including Santa Barbara), Maryland, Northern Virginia, Portland (including Bend), San Diego, San Francisco,
and Seattle.
Local and regional conditions in these markets may differ significantly from prevailing conditions in the
United States or other parts of the country. Accordingly, events may adversely and disproportionately affect
demand for and sales prices of homes in these markets. Any overall or disproportionate downturn in demand or
home prices in any of our largest markets, particularly if we are unable to increase revenue from our other
markets, could adversely affect growth of our revenue, gross profit, profitability, and market share or otherwise
harm our business.
Our top markets are primarily major metropolitan areas, where home prices and transaction volumes
are generally higher than other markets. As a result, our real estate services revenue, gross margin, and gross
profit are generally higher in these markets than in our smaller markets. To the extent there is a long-term net
migration to cities outside of these markets, the relative percentage of residential housing transactions may shift
away from the top markets where we have historically generated most of our revenue and gross profit. Our
inability to adapt to any shift, including failing to increase revenue and gross profit from other markets, could
adversely affect our financial performance and market share.
Competition in each of our lines of business is intense.
Many of our competitors across each of our businesses have substantial competitive advantages, such
as longer operating histories, stronger brand recognition, greater financial resources, more management, sales,
marketing and other resources, superior local referral networks, perceived local knowledge and expertise, and
extensive relationships with participants in the residential real estate industry, including third-party data
providers such as multiple listing services ("MLSs"). Consequently, these competitors may have an advantage
in recruiting and retaining agents, attracting consumers, and growing their businesses. They may also be able
to provide consumers with offerings that are different from or superior to those we provide. The success of our
competitors could result in our loss of market share and harm our business.
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We have integrated, and may continue to integrate in the future, AI in certain tools and features
available on our platform. AI technology presents various operational, compliance, and reputational
risks and if any such risks were to materialize, our business and results of operations may be adversely
affected.
We have integrated artificial intelligence (“AI”) technologies in many of our tools and features available
on our website and in the tools that our agents use in their daily activities. For example, we may use AI
technologies to redesign homes, scale frequently performed tasks, or answer customer questions. We may
continue to integrate these technologies in new offerings. Notwithstanding the use of AI on our website and with
certain agent activities, we’ve yet to utilize AI within our financial reporting or internal control over financial
reporting functions. Given that AI is a rapidly developing technology that is in its early stages of business use, it
presents a number of operational, compliance and reputational risks. AI algorithms are currently known to
sometimes produce unexpected results and behave in unpredictable ways (e.g., “hallucinatory behavior”) that
can generate irrelevant, nonsensical, fictitious, deficient, offensive or factually incorrect content and results,
which if incorporated into our platform, may result in reputational harm to us and our agents and be damaging to
our brand. Additionally, content, analyses or recommendations that are based on AI might be found to be
biased, discriminatory or harmful. Data sets from which Large Language Models learn are at risk of poisoning or
manipulation by bad actors, resulting in offensive or undesired output. Similarly, the data set could contain
copyrighted material resulting in infringing output. AI output might present ethical concerns or violate current and
future laws and regulations, including licensing laws and a variety of federal and state fair lending laws and
regulations such as the Fair Housing Act, the Equal Credit Opportunity Act, the Home Mortgage Disclosure Act,
and the prohibition against engaging in Unfair, Deceptive, or Abusive Acts or Practices pursuant to the Dodd-
Frank act.
We expect that there will continue to be new laws or regulations concerning the use of AI technology,
which might be burdensome for us to comply with and may limit our ability to offer or enhance our existing tools
and features or new offerings based on AI technology. Further, the use of AI technology involves complexities
and requires specialized expertise. We may not be able to attract and retain top talent to support our AI
technology initiatives. If any of the operational, compliance or reputational risks were to materialize, our
business and results of operations may be adversely affected.
We may be unable to maintain or improve our current technology offerings at a competitive level or
develop new technology offerings that meet customer or agent expectations. Our technology offerings
may also contain undetected errors or vulnerabilities.
Our technology offerings, including tools, features, and products, are key to our competitive plan for
attracting potential customers and hiring and retaining lead agents. As the number of homebuyers and home
sellers, renters, agents, and listings shared on our website and mobile application and the extent and types of
data grow, our need for additional network capacity and computing power will also grow. Maintaining or
improving our current technology, network capacity and computing power to meet evolving industry standards
and customer and agent expectations and data growth, as well as developing commercially successful and
innovative new technology, is challenging and expensive. For example, the nature of development cycles may
result in delays between the time we incur expenses and the time we introduce new technology and generate
revenue, if any, from those investments. Anticipated customer demand for a technology offering could also
decrease after the development cycle has commenced, and we would not be able to recoup costs, which may
be substantial, we incurred.
As standards and expectations evolve and new technology becomes available, we may be unable to
identify, design, develop, and implement, in a timely and cost-effective manner, new technology offerings to
meet those standards and expectations. As a result, we may be unable to compete effectively, and to the extent
our competitors develop new technology offerings faster than us, they may render our offerings uncompetitive
or obsolete. Additionally, even if we implemented new technology offerings in a timely manner, our customers
and agents may not accept or be satisfied by the offerings.
Furthermore, our development and testing processes may not detect errors and vulnerabilities in our
technology offerings prior to their implementation. Any inefficiencies, errors, technical problems, or
vulnerabilities arising in our technology offerings after their release could reduce the quality of our services or
interfere with our customers' and agents' access to and use of our technology and offerings.
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We may be unable to obtain and provide comprehensive and accurate real estate listings quickly, or at
all.
We believe that users of our website and mobile application come to us primarily because of the real
estate listing data that we provide. Accordingly, if we were unable to obtain and provide comprehensive and
accurate real estate listings data, our primary channels for meeting customers will be diminished. We get
listings data primarily from MLSs in the markets we serve. We also source listings data from public records,
other third-party listing providers, and individual homeowners and brokers. Many of our competitors and other
real estate websites also have access to MLSs and other listings data, including proprietary data, and may be
able to source listings data or other real estate information faster or more efficiently than we can. Since MLS
participation is voluntary, brokers and homeowners may decline to post their listings data to their local MLS or
may seek to change or limit the way that data is distributed. A competitor or another industry participant could
also create an alternative listings data service, which may reduce the relevancy and comprehensive nature of
the MLSs. If MLSs cease to be the predominant source of listings data in the markets that we serve, we may be
unable to get access to comprehensive listings data on commercially reasonable terms, or at all, which may
result in fewer people using our website and mobile application.
We rely on business data to make decisions and drive our machine-learning technology, and errors or
inaccuracies in such data may adversely affect our business decisions and the customer experience.
We regularly analyze business data to evaluate growth trends, measure our performance, establish
budgets, and make strategic decisions. While our business decisions are based on what we believe to be
reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring
and interpreting the data, and we cannot be certain that the data are accurate. Errors or inaccuracies in the data
could result in poor business decisions, resource allocation, or strategic initiatives. For example, if we
overestimate traffic to our website and mobile application, we may not invest an adequate amount of resources
in attracting new customers or we may hire more lead agents in a given market than necessary to meet
customer demand.
We also use our business data and proprietary algorithms to inform our machine learning, such as in
the calculation of our Redfin Estimate, which provides an estimate on the market value of individual homes. If
customers disagree with us or if our Redfin Estimate fails to accurately reflect market pricing such that we are
unable to attract homebuyers or help our customers sell their homes at satisfactory prices, or at all, customers
may lose confidence in us.
If we are unable to deliver a rewarding experience on mobile devices, whether through our mobile
website or mobile application, we may be unable to attract and retain customers.
Developing and supporting a mobile website and mobile application across multiple operating systems
and devices requires substantial time and resources. We may not be able to consistently provide a rewarding
customer experience on mobile devices and, as a result, customers we meet through our mobile website or
mobile application may not choose to use our services at the same rate as customers we meet through our
website.
As new mobile devices and mobile operating systems are released, we may encounter problems in
developing or supporting our mobile website or mobile application for them. Developing or supporting our
mobile website or mobile application for new devices and their operating systems may require substantial time
and resources. The success of our mobile website and mobile application could also be harmed by factors
outside of our control, such as:
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increased costs to develop, distribute, or maintain our mobile website or mobile application;
changes to the terms of service or requirements of a mobile application store that requires us to change
our mobile application development or features in an adverse manner; and
changes in mobile operating systems, such as Apple’s iOS and Google’s Android, that
disproportionately affect us, degrade the functionality of our mobile website or mobile application,
require that we make costly upgrades to our technology offerings, or give preferential treatment to
competitors' websites or mobile applications.
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We may be unable to attract homebuyers, home sellers, and rental customers to our websites and
mobile applications in a cost-effective manner.
Our websites and mobile applications are our primary channels for meeting new customers.
Accordingly, our success depends on our ability to attract homebuyers, home sellers, and rental customers to
our websites and mobile applications in a cost-effective manner. To meet customers, we rely heavily on traffic
generated from search engines and downloads of our mobile applications from mobile application stores. We
also rely on marketing methods such as targeted email campaigns, paid search advertising, social media
marketing, and traditional media, including TV, radio, and billboards.
The number of visitors to our websites and downloads of our mobile applications depend in large part
on how and where our website and mobile application rank in Internet search results and mobile application
stores, respectively. While we use search engine optimization to help our website rank highly in search results,
maintaining or improving our search result rankings is not within our control. Internet search engines frequently
update and change their ranking algorithms, referral methodologies, or design layouts, which determine the
placement and display of a user’s search results. In some instances, Internet search engines may change these
rankings, which may have the effect of promoting their own competing services or the services of one or more
of our competitors. Similarly, mobile application stores can change how they display searches and how mobile
applications are featured. For instance, editors at the Apple App Store can feature prominently editor-curated
mobile applications and cause the mobile application to appear larger than other applications or more visibly on
a featured list.
Additionally, our marketing efforts may fail to attract the desired number of customers for a variety of
reasons, including the possibility that the creative treatment for our advertisements may be ineffective or new
third-party email delivery policies may make it more difficult for us to execute targeted email campaigns.
Our business model of employing lead agents subjects us to challenges not faced by our competitors.
Our ability to hire and retain a sufficient number of lead agents is critical to our ability to maintain and
grow our market share and to provide an adequate level of service to customers who want to work with
our lead agents.
As a result of our business model of employing our lead agents, our lead agents generally earn less on
a per transaction basis than traditional agents who work as independent contractors at traditional brokerages.
Because our model is uncommon in our industry, agents considering working for us may not understand our
compensation model or may not perceive it to be more attractive than the independent contractor compensation
model used by most traditional brokerages. Additionally, due to the costs of employing our lead agents, lead
agent turnover may be more costly to us than to traditional brokerages. If we are unable to attract, retain,
effectively train, motivate, and utilize lead agents, we will be unable to offset the costs of employing them and
grow our business. We may also be required to change our compensation model, which could significantly
increase our lead agent compensation or other costs.
Also, as a result of employing our lead agents, we incur costs that our brokerage competitors do not,
such as base pay, employee benefits, expense reimbursement, training, and employee transactional support
staff. Because of this, we have significant costs that, in the event of decreased demand in the markets we
serve, may result in us being unable to adjust as rapidly as some of our competitors. In turn, such demand
declines may impact us more than our competitors.
Conversely, in times of rapidly rising demand we may face a shortfall of lead agents. To the extent our
customer demand increases from current levels, our ability to adequately serve the additional customers, and in
turn grow our revenue and U.S. market share by value, depends, in part, on our ability to timely hire and retain
additional lead agents. To the extent we are unable to hire, either timely or at all, or retain the required number
of lead agents to serve our customer demand, we will be unable to maximize our revenue and market share
growth. Although we are able to refer excess demand to our partner agents, historically our partner agents have
closed transactions with customers they meet at a lower rate than our lead agents and have generated lower
revenue per transaction.
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Referring customers to our partner agents may harm our business.
We refer customers to third-party partner agents when we do not have a lead agent available due to
high demand or geographic limitations. Our dependence on partner agents can be particularly heavy in certain
new markets as we build our operations to scale in those markets or during times of rapidly rising demand for
our services. Our partner agents are independent licensed agents affiliated with other brokerages, and we do
not have any control over their actions. If our partner agents were to provide poor customer service, engage in
malfeasance, or otherwise violate the laws and rules to which we are subject, we may be subject to legal claims
and our reputation and business may be harmed.
Our arrangements with third-party partner agents may limit our growth and brand awareness. For
example, referring customers to partner agents potentially redirects repeat and referral opportunities to the
partner agents.
If we do not comply with the rules, terms of service, and policies of REALTOR® associations and MLSs,
our access to and use of listings data may be restricted or terminated.
We must comply with the rules, terms of service, and policies of REALTOR® associations and MLSs to
access and use MLSs' listings data. We belong to numerous REALTOR® associations and MLSs, and each has
adopted its own rules, terms of service, and policies governing, among other things, how MLS data may be
used and how listings data must be displayed on our website and mobile application. These rules typically do
not contemplate multi-jurisdictional online brokerages like ours and vary widely among markets. They also are
in some cases inconsistent with the rules of other REALTOR® associations and MLSs such that we are
required to customize our website, mobile application, or service to accommodate differences between rules of
REALTOR® associations and MLSs. Complying with the rules of each REALTOR® association and MLS
requires significant investment, including personnel, technology and development resources, and the exercise
of considerable judgment. In October 2023, Redfin began exiting local REALTOR® associations and the
National Association of REALTORS® in some jurisdictions. We could be deemed to be noncompliant by not
having these REALTOR® association memberships, or by having both REALTOR® and non-REALTOR®
agents working at the same brokerage.
If we are deemed to be noncompliant with a REALTOR® association or MLS’s rules, we may face
disciplinary sanctions in that association or MLS, which could include monetary fines, restricting or terminating
our access to that MLS’s data, or other disciplinary measures. The loss or degradation of this listings data could
materially and adversely affect traffic to our website and mobile application, making us less relevant to
consumers and restricting our ability to attract customers. It also could reduce agent and customer confidence
in our services and harm our business.
If we fail to comply with the requirements governing the licensing of our brokerage, mortgage, and title
businesses in the jurisdictions in which we operate, then our ability to operate those businesses in
those jurisdictions may be revoked.
Redfin, as a brokerage, and our agents must comply with the requirements governing the licensing and
conduct of real estate brokerage and brokerage-related businesses in the markets where we operate.
Furthermore, we are also required to comply with the requirements governing the licensing and conduct of
mortgage and title and settlement businesses in the markets where we operate. Due to the geographic scope of
our operations, we and our agents may not be in compliance with all of the required licenses at all times.
Additionally, if we enter into new markets, we may become subject to additional licensing requirements. If we or
our agents fail to obtain or maintain the required licenses for conducting our brokerage, mortgage, and title
businesses or fail to strictly adhere to associated regulations, the relevant government authorities may order us
to suspend relevant operations or impose fines or other penalties.
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It’s possible that the net proceeds Bay Equity receives from the sale of mortgage loans it originates
may not exceed the loan amount. Additionally, Bay Equity may also be unable to sell its originated
loans at all. In that situation, Bay Equity will need to service the loans and potentially foreclose on the
home by itself or through a third party, and either option could impose significant costs, time, and
resources on Bay Equity. Bay Equity’s inability to sell its originated loans could also expose us to
adverse market conditions affecting mortgage loans.
Bay Equity intends to sell most of the mortgage loans that it originates to investors in the secondary
mortgage market. Bay Equity's ability to sell its originated loans in the secondary market, and receive net
proceeds from the sale that exceed the loan amount, depends largely on there being sufficient liquidity in the
secondary market and its compliance with contracts with investors who have purchased the loans.
Demand in the secondary market for mortgage loans, and Bay Equity’s ability to sell the mortgage loans
that it originates on favorable terms and in a timely manner, can be hindered by many factors, including
changes in regulatory requirements, the willingness of the agencies, aggregators, or other investors to provide
funding for and purchase mortgage loans, and general economic conditions. If Bay Equity were unable to sell its
originated loans, either initially or following a repurchase, then it may need to service the loans and we would be
exposed to adverse market conditions affecting mortgage loans. For example, we may be required to write
down the value of the loan, which reduces the amount of our current assets. Additionally, if Bay Equity borrowed
under a warehouse credit facility for the loan, then it will be required to repay the borrowed amount, which
reduces our cash on hand that is available for other corporate uses. Finally, if a homeowner were unable to
make his or her mortgage payments, then we may be required to foreclose on the home securing the loan. Bay
Equity may be unable to retain its subservicer on economically feasible terms to foreclose a home. Furthermore,
any proceeds from selling a foreclosed home may be significantly less than the remaining amount of the loan
due to Bay Equity.
The growth of Rent.'s business depends on its ability to attract property managers' advertising
spending.
Rent.'s growth depends on advertising revenue generated primarily through property managers. Rent.'s
ability to attract and retain advertisers may be adversely affected by any of the following factors:
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Rent.’s ability to generate high, and growing, levels of traffic to its family of websites and mobile
applications;
a prolonged period of high occupancy within rental properties, or continued increase of new units
coming on the rental market, reducing the need for our advertising services;
a prolonged period of low occupancy, putting downward pressure on the marketing budgets and
operating cash flows of our property manager customers;
declining quantity and quality of renter leads it provides to property managers;
its inability to keep pace with changes in technology and features expected by renters when visiting an
online rental portal;
its failure to offer an attractive return on investment to advertisers;
the inability of property managers to evict tenants for delinquent rent payments; and
increased property manager operating costs may impact their ability to pay for our services.
Rent. does not have long-term contracts with many of its advertisers, and these advertisers may choose
to end their relationships with Rent. with little or no advance notice. As Rent.'s existing subscriptions for
advertising terminate, it may not be successful in securing new subscriptions.
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We may not realize the anticipated benefits from, and may incur substantial costs related to, our
acquisitions of Rent. and Bay Equity.
We acquired Rent. on April 2, 2021 and Bay Equity on April 1, 2022. The anticipated benefits of each
acquisition may not come to fruition. The ongoing integration of Rent. and Bay Equity continues to be
challenging and time consuming, and may subject us to additional costs that we have not anticipated in
evaluating the transaction. Furthermore, GAAP requires us to test the goodwill associated with these
acquisitions at least annually and we review our goodwill and intangible assets for impairment when events
change indicate that an impairment may be appropriate. Depending on the results of these reviews, we may be
required to record a non-cash charge to our earnings in the period we determined impairment was appropriate,
which may negatively impact our results of operations in that period.
Cybersecurity incidents could disrupt our business or result in the loss of critical and confidential
information.
Cybersecurity incidents directed at us or our third-party service providers can range from uncoordinated
individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted
measures known as advanced persistent threats. Cybersecurity incidents are also constantly evolving, including
the increase in more sophisticated phishing ransomware or malware attacks, which might interfere with our
ability to detect and successfully defend against them. In the ordinary course of our business, we and our third-
party service providers collect and store sensitive data, including our proprietary business information,
intellectual property and data of our customers and employees, including personally identifiable information.
Additionally, we rely on third parties and their security procedures for the secure storage, processing,
maintenance, and transmission of information that are critical to our operations. Despite measures designed to
prevent, detect, address, and mitigate cybersecurity incidents, such incidents may occur to us or our third-party
providers and, depending on their nature and scope, could potentially result in the misappropriation, destruction,
corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third
parties, including personally identifiable information of our customers and employees) and the disruption of
business operations. Any real or perceived compromises to our security, or that of our third-party providers,
could cause customers to lose trust and confidence in us and stop using our website and mobile applications. In
addition, we may incur significant costs for remediation that may include liability for stolen assets or information,
repair of system damage, and compensation to customers, employees, and business partners. We may also be
subject to government enforcement proceedings and legal claims by private parties.
We process, transmit, and store personal information, and unauthorized access to, or the unintended
release of, this information could result in a claim for damages, regulatory action, loss of business, or
unfavorable publicity.
We process, transmit, and store personal information to provide services to our customers and as an
employer. As a result, we are subject to certain contractual terms, as well as federal, state, and foreign laws and
regulations designed to protect personal information. While we take measures to protect the security and
privacy of this information, it is possible that our security controls over personal data and other practices we
follow may not prevent the unauthorized access to, or the unintended release of, personal information. If such
unauthorized access or unintended release occurred, we could suffer significant damage to our brand and
reputation, customers could lose confidence in the security and reliability of our services, and we could incur
significant costs to address and fix these security incidents. These incidents could also lead to lawsuits and
regulatory investigations and enforcement actions.
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Privacy, data protection, and data usage laws and regulations are complex and rapidly evolving. Any
failure or alleged failure to comply with these laws could result in a claim for damages, regulatory
action, loss of business, or unfavorable publicity.
We use evolving tools and technology, such as pixels, in the operation of our websites. We are from
time to time involved in, and may in the future be subject to, enforcement actions and private third-party claims
arising from the laws to which we are subject. This includes third party claims relying on older legislation as the
basis for allegations of consumer data privacy violations against companies using new technology. Companies
using tracking technology, including Redfin, have been the subjects of recent data privacy lawsuits brought by
third-parties alleging that the use of this modern technology violates consumer privacy as defined by older laws.
Many of these lawsuits have not been fully litigated, or have settled, resulting in a current state of uncertainty in
the law. In addition, many cyber carriers are reconsidering how, and if, to cover losses related to pixel-based
claims. Our use of such technology could subject us to expensive litigation, and to greater loss exposure due to
insurance limits.
We rely on third-party licensed technology, and the inability to maintain these licenses or errors in the
software we license could result in increased costs or reduced service levels.
We use certain licensed third-party software in our technology. Our reliance on this third-party software
may become costly if the licensor increases the price for the license or changes the terms of use and we cannot
find commercially reasonable alternatives. Even if we were to find an alternative, integration of our technology
with new third-party software may require substantial investment of our time and resources.
Any undetected errors or defects in the third-party software we license could prevent the deployment or
impair the functionality of our technology, delay new service offerings, or result in a failure of our website or
mobile application.
For example, we host our website and mobile applications using Amazon Web Services (“AWS”). A
prolonged AWS service disruption affecting our website and mobile applications would negatively impact our
ability to serve our customers and could damage our reputation with current and potential customers, expose us
to liability, cause us to lose customers, or otherwise harm our business. In the event that our AWS service
agreements are terminated, or there is an interruption or lapse of service, or elimination of AWS services or
features that we use, we could experience interruptions in access to our subscription offerings as well as
significant delays and additional expense in changing to a different cloud infrastructure provider and re-
architecting our website and mobile applications for deployment on a different cloud infrastructure service
provider. This could materially adversely affect our business, results of operations and financial condition.
We use open source software in some aspects of our technology and may fail to comply with the terms
of one or more of these open source licenses.
Our technology incorporates software covered by open source licenses. The terms of various open
source licenses have not been interpreted by U.S. courts, and if they were interpreted, such licenses could be
construed in a manner that imposes unanticipated restrictions on our technology. If portions of our proprietary
software are determined to be subject to an open source license, we could be required to publicly release the
affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in
our use of such software, each of which could reduce or eliminate the value of our technologies.
Moreover, our processes for controlling our use of open source software may not be effective. If we do
not comply with the terms of an open source software license, we could be required to seek licenses from third
parties to continue offering our services on terms that are not economically feasible, to re-engineer our
technology to remove or replace the open source software, to discontinue the use of certain technology if re-
engineering could not be accomplished on a timely basis, to pay monetary damages, to make generally
available the source code for our proprietary technology, or to waive certain intellectual property rights.
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We may be unable to secure intellectual property protection for all of our technology and
methodologies, enforce our intellectual property rights, or protect our other proprietary business
information.
Our success and ability to compete depends in part on our intellectual property and our other
proprietary business information. To protect our proprietary rights, we rely on trademark, copyright, and patent
law, trade-secret protection, and contractual provisions and restrictions. However, we may be unable to secure
intellectual property protection for all of our technology and methodologies or the steps we take to enforce our
intellectual property rights may be inadequate. Furthermore, we may also be unable to protect our proprietary
business information from misappropriation.
If we are unable to secure intellectual property rights, our competitors could use our intellectual property
to market offerings similar to ours and we would have no recourse to enjoin or stop their actions. Additionally,
any of our intellectual property rights may be challenged by others and invalidated through administrative
processes or litigation. Moreover, even if we secured our intellectual property rights, others may infringe on our
intellectual property and we may be unable to successfully enforce our rights against the infringers because we
may be unaware of the infringement or our legal actions may not be successful. Finally, others may
misappropriate our proprietary business information, and we may be unaware of the misappropriation or unable
to enforce our legal rights in a cost-effective manner. If any of these events were to occur, our ability to compete
effectively would be impaired.
We are subject to a variety of federal, state and local laws, and our compliance with these laws, or the
enforcement of our rights under these laws, may increase our expenses, require management's
resources, or force us to change our business practices.
We are currently subject to a variety of, and may in the future become subject to additional, federal,
state, and local laws. The laws include, but are not limited to, those relating to real estate, brokerage, title,
mortgage, advertising, privacy and consumer protection, labor and employment, and intellectual property. These
laws and their related regulations may evolve frequently and may be inconsistent from one jurisdiction to
another. Additionally, certain of these laws and regulations were created for traditional real estate brokerages,
and it may be unclear how they affect us given our business model that is unlike traditional brokerages or
certain of our services that historically have not been offered by traditional brokerages.
These laws can be costly for us to comply with or enforce. Additionally, if we are unable to comply with
and become liable for violations of these laws, or if courts or regulatory bodies provide unfavorable
interpretations of existing regulations, our operations in affected markets may become prohibitively expensive,
consume significant amounts of management's time, or need to be discontinued.
We are subject to costs associated with defending and resolving proceedings brought by government
entities and claims brought by private parties.
We are from time to time involved in, and may in the future be subject to, government investigations or
enforcement actions and private third-party claims arising from the laws to which we are subject or the contracts
to which we are a party. Such investigations, actions, and claims include, but are not limited to, matters relating
to employment law (including misclassification), intellectual property, privacy and data protection, consumer
protection, website accessibility, competition and antitrust laws, the Real Estate Settlement Procedures Act of
1974, the Fair Housing Act of 1968 or other fair housing statutes, cybersecurity incidents, data breaches, and
commercial or contractual disputes. They may also relate to ordinary-course brokerage disputes, including, but
not limited to, failure to disclose property defects, failure to meet client legal obligations, commission disputes,
personal injury or property damage claims, and vicarious liability based upon conduct of individuals or entities
outside of our control, including partner agents and third-party contractor agents. See Note 8 to our
consolidated financial statements for a discussion of pending third-party claims that we believe may be material
to us.
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Any such investigations, actions, or claims can be costly to defend or resolve, require significant time
from management, or result in negative publicity. Furthermore, to the extent we are unsuccessful in defending
an action or claim, we may be subject to civil or criminal penalties, including significant fines or damages, the
loss of ability to operate in a jurisdiction, or the need to change certain business practices (including
redesigning, or obtaining a license for, our technology or modifying or ceasing to offer certain services).
Misclassification claims may also require us to reclassify independent contractor associate agents as
employees, thereby subjecting them to wage and hour laws, and resulting in related tax and employment
liabilities. Agents may also opt out of our platform given the loss of flexibility under an employment model.
The real estate market may be severely impacted by industry changes as the result of certain class
action lawsuits or government investigations.
The real estate industry faces significant pressure from private lawsuits and investigations by the
Department of Justice (the “DOJ”) into antitrust issues.
In April 2019, the National Association of Realtors (“NAR”) and certain brokerages and franchisors
(including Realogy Holdings Corp., HomeServices of America, Inc. RE/MAX, and Keller Williams Realty, Inc.)
were named as defendants in a class action complaint alleging a conspiracy to violate federal antitrust laws by,
among other things, requiring residential property sellers in Missouri to pay inflated commission fees to buyer
brokers (the “NAR Class Action”). On October 31, 2023, a jury found NAR and various of its co-defendants
liable and awarded plaintiffs nearly $1.8 billion in damages (an award that is subject to trebling). Class action
suits raising similar claims are already pending in this and other jurisdictions and the outcome of the NAR Class
Action may result in additional such actions being filed. Subsequently, Redfin has been named as one of
several defendants in similar class action suits as described under the caption “Class Act Complaint” above
under Item 1. Legal Proceedings.
Defending against class action litigation is costly, may divert time and money away from our operations,
and imposes a significant burden on management and employees. Also, the results of any such litigation or
investigation cannot be predicted with certainty, and any negative outcome could result in payments of
substantial monetary damages or fines, and/or undesirable changes to our operations or business practices,
and accordingly, our business, financial condition, or results of operations could be materially and adversely
affected.
In addition to the NAR Class Action and various similar private actions already pending, beginning in
2018, the DOJ began investigating NAR for violations of the federal antitrust laws. The DOJ and NAR appeared
to reach a resolution in November 2020, resulting in the filing of a Complaint and Proposed Consent Judgment
pursuant to which NAR agreed to adopt certain rule changes, such as increased disclosure of commission
offers. The DOJ has since sought to continue its investigation of NAR, and the question of whether the earlier
settlement forecloses further investigation is currently being litigated. It is uncertain what effect, if any, the
resumption of the DOJ’s investigation could have on the larger real estate industry, including any further
settlement that may result therefrom.
Beyond monetary damages, the various class action suits seek to change real estate industry practices
and, along with the DOJ investigation, have prompted state and local real estate boards or multiple listing
services to discuss and consider changes to long-established rules and regulations. To the extent adopted, such
amended rules and regulations may require changes to our business model, including changes to agent and
broker compensation. Even if commission sharing remains the norm, it may no longer be mandated, which may
lead to the introduction of hourly or a la carte services. If buyers end up having to compensate their brokers,
they may be more likely to contact listing agents directly, driving down dual agent broker commissions. Home
lending rules and norms do not currently allow for homebuyers to include buyer’s agent compensation in the
balance of a home loan, which may impair the ability of homebuyers to pay buyers’ agent fees when purchasing
a home. Such potential changes in the model for agent and broker compensation could reduce the fees we
receive from our agents and, in turn, adversely affect our financial condition and results of operations.
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Risks Related to Our Indebtedness
Our term loan facility provides our lenders with a first-priority lien against substantially all of our and
our subsidiaries’ assets, and contains financial covenants and other restrictions on our actions, which
could limit our operational flexibility and otherwise adversely affect our financial condition.
Our term loan facility restricts our ability to, among other things:
use our accounts receivable, inventory, trademarks and most of our other assets as security in other
borrowings or transactions;
incur additional indebtedness, except for (i) indebtedness secured on a pari passu basis in an amount
up to $50,000,000, (ii) indebtedness secured on a junior and subordinated basis or subordinated in right
of payment to our senior lenders, and (iii) unsecured indebtedness;
incur liens upon our property;
dispose of certain assets;
purchase or acquire equity interests;
declare dividends or make certain distributions;
enter into related party transactions; and
undergo a merger or consolidation or other transactions.
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Our term loan facility also requires that we maintain aggregate consolidated liquidity (defined as
unrestricted cash plus cash equivalents) of $75.0 million, tested on a quarterly basis. Our ability to comply with
these and other covenants is dependent upon several factors, some of which are beyond our control.
Our failure to comply with the covenants or payment requirements, or the occurrence of other events
specified in our term loan facility, could result in an event of default under the term loan facility, which would give
our lenders the right to terminate their commitments to provide additional loans under the term loan facility and
to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately
due and payable. In addition, we have granted our lenders first-priority liens against substantially all of our and
our subsidiaries’ assets as collateral (other than the assets of our subsidiary Bay Equity LLC). Failure to comply
with the covenants or other restrictions in the term loan facility could result in a default. If the debt under our
term loan facility was to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient
collateral to repay it, which would have an immediate adverse effect on our business and operating results.
We may not have sufficient cash flow to make the payments required under our current indebtedness,
and a failure to make payments when due may result in the entire principal amount of our indebtedness
becoming due prior to maturity, which may result in our bankruptcy.
Our ability to make scheduled payments of the principal of or to pay interest on our indebtedness,
including amounts payable under our 2027 notes and any borrowings under our term loan facility or other future
indebtedness, depends on having sufficient cash on hand when the payments are due. Our cash availability, in
turn, depends on our future performance, which is subject to the other risks described in Item 1A. If we are
unable to generate sufficient cash flow to make the payments when due, then we may be required to adopt one
or more alternatives, such as selling assets, refinancing the notes, or raising additional capital. However, we
may not be able to engage in any of these activities or engage in these activities on desirable terms, which
could result in a default on our debt obligations.
In addition, holders of our convertible senior notes have the right to require us to repurchase their notes
upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of
the notes to be repurchased, plus any accrued and unpaid interest. Furthermore, holders of our notes have the
right to convert their notes upon any of the conditions described below:
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during any calendar quarter, if the last reported sale price of our common stock for at least 20 trading
days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and
including, the last trading day of the immediately preceding calendar quarter is greater than or equal to
130% of the conversion price of the notes on each applicable trading day;
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during the five business day period after any five consecutive trading day period in which the trading
price per $1,000 principal amount of the notes for each trading day of the measurement period was less
than 98% of the product of the last reported sale price of our common stock and the conversion rate of
the notes on each such trading day;
if we call any or all of the notes for redemption, at any time prior to the close of business on the
scheduled trading day prior to the redemption date; or
upon the occurrence of specified corporate events.
If any of these conversion features under a tranche of our notes are triggered, then holders of such
notes will be entitled to convert the notes at any time during specified periods at their option. Upon conversion,
we will be required to make cash payments in respect of the notes being converted, unless we elect to deliver
solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any
fractional share).
In addition, our term loan facility prohibits us from making any cash payments on the conversion or
repurchase of our notes if an event of default exists under our term loan facility or if, after giving effect to such
conversion or repurchase, we would not be in compliance with the financial covenants under our term loan
facility. Our failure to make payments when due may result in an event of default under the indentures
governing our convertible senior notes and cause (i) with respect to our 2025 notes, the remaining $193.4
million aggregate principal amount, and (ii) with respect to our 2027 notes, the entire $503.1 million aggregate
principal amount, plus, in each case, any accrued and unpaid interest, to become due immediately and prior to
the maturity date, and may further result in a default under our term loan facility. Any acceleration of the
amounts outstanding under our indebtedness could result in our bankruptcy. In a bankruptcy, our term loan
lender first, and the holders of our convertible senior notes second, would have a claim to our assets senior to
the claims of holders of our common stock.
A substantial portion of our mortgage business’s assets are measured at fair value. If our estimates of
fair value are inaccurate, we may be required to record a significant write down of our assets.
Bay Equity’s mortgage servicing rights (“MSRs”), interest rate lock commitments (“IRLCs”), and
mortgage loans held for sale are recorded at fair value on our balance sheet. Fair value determinations require
many assumptions and complex analyses, and we cannot control many of the underlying factors. If our
estimates are incorrect, we could be required to write down the value of these assets, which could adversely
affect our financial condition and results of operations.
In particular, our estimates of the fair value of Bay Equity’s MSRs are based on the cash flows projected
to result from the servicing of the related mortgage loans and continually fluctuate due to a number of factors,
including estimated discount rate, the cost of servicing, objective portfolio characteristics, contractual service
fees, default rates, prepayment rates and other market conditions that affect the number of loans that ultimately
become delinquent or are repaid or refinanced. These estimates are calculated by a third party using financial
models that account for a high number of variables that drive cash flows associated with MSRs and anticipate
changes in those variables over the life of the MSR. The accuracy of our estimates of the fair value of our MSRs
are dependent on the reasonableness of the results of such models and the variables and assumptions that are
built into them. If prepayment speeds or loan delinquencies are higher than anticipated, or other factors perform
worse than modeled, the recorded value of certain of our MSRs may decrease, which could adversely affect our
financial condition and results of operations.
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Bay Equity relies on its warehouse credit facilities to fund the mortgage loans that it originates. If one or
more of those facilities were to become unavailable, Bay Equity may be unable to find replacement
financing on commercially reasonable terms, or at all, and this could adversely affect its ability to
originate additional mortgage loans.
Bay Equity relies on borrowings from warehouse credit facilities to fund substantially all of the mortgage
loans that it originates. To grow its business, Bay Equity depends, in part, on having sufficient borrowing
capacity under its current facilities or obtaining additional borrowing capacity under new facilities. A current
facility may become unavailable if Bay Equity fails to comply with its ongoing obligations under the facility or if it
cannot agree with the lender on terms to renew the facility. New facilities may not be available on terms
acceptable to us. If Bay Equity were unable to secure sufficient borrowing capacity through its warehouse credit
facilities, then it may need to rely on our cash on hand to originate mortgage loans. If this cash were
unavailable, then Bay Equity may be unable to maintain or increase the amount of mortgage loans that it
originates, which will adversely affect its growth.
Each warehouse credit facility contains various restrictive and financial covenants and provides that
Bay Equity’s breach or failure to satisfy certain of such covenants constitutes an event of default. In part due to
decreased demand in the broader mortgage industry, occasionally Bay Equity may be unable to satisfy certain
of these financial covenants. While lenders may waive any breaches of the financial covenants, there is no
assurance that every lender will do so. If we were unable to secure a waiver of an event of default from an
applicable lender, and such lender determines to enforce is remedies under the applicable warehouse facility,
then Bay Equity may lose a portion of its assets, including pledged mortgage loans, and would be unable to rely
on such facility to fund its mortgage originations, which may adversely affect Bay Equity’s business. This could
trigger similar cross-defaults of Bay Equity’s other warehouse facilities.
The cross-acceleration and cross-default provisions in the agreements governing our current
indebtedness may result in an immediate obligation to repay all of either our 2025 and 2027 convertible
senior notes, our warehouse credit facilities, or our term loan facility.
The indentures governing our 2025 and 2027 convertible senior notes contain cross-acceleration and
cross-default provisions. These provisions could have the effect of creating an event of default under the
indenture for either our 2025 or 2027 convertible senior notes, despite our compliance with that agreement, due
solely to an event of default or failure to pay amounts owed under the indenture for the other tranche of
convertible senior notes. Accordingly, all or a significant portion of our outstanding convertible senior notes
could become immediately payable due solely to our failure to comply with the terms of a single agreement
governing either our 2025 or 2027 convertible senior notes. In addition, each of our warehouse credit facilities
and term loan facility contain cross-acceleration and cross-default provisions. These provisions could have the
effect of creating an event of default under the agreement for any such facility, despite our compliance with that
agreement, due solely to an event of default or failure to pay amounts owed under the agreement for another
facility. Accordingly, all or a significant portion of our outstanding warehouse indebtedness or outstanding term
loan indebtedness could become immediately payable due solely to our failure to comply with the terms of a
single agreement governing one of our facilities. While the cross-default provisions in our existing warehouse
credit facilities do not pick up defaults under our convertible senior notes and our existing warehouse credit
facilities are carved out of the cross-payment default provisions in our 2025 and 2027 senior notes given that
they constitute non-recourse debt, any default under our convertible senior notes would trigger an event of
default under our term loan facility and, similarly, any default under our term loan facility would trigger the cross-
payment default provisions in our 2025 and 2027 senior notes.
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Risks Related to Our Convertible Preferred Stock
We may be required to make cash payments to our preferred stockholders before our preferred stock's
final redemption date of November 30, 2024, and any cash payments may materially reduce our net
working capital.
On November 30, 2024, we will be required to redeem all shares of our convertible preferred stock then
outstanding and pay accrued dividends on those shares. A preferred stockholder has the option of receiving
cash, shares of our common stock, or a combination of cash and shares for this redemption. However, before
this redemption, we may be required to make cash payments to our preferred stockholders in the two situations
described below, and any such cash payments will reduce our cash available for other corporate uses and may
materially reduce our net working capital.
Dividends accrue on each $1,000 of our outstanding convertible preferred stock at a rate of 5.5% per
year and are payable quarterly. Assuming we satisfy the "equity conditions" (as defined in the certificate of
designation governing our preferred stock), we will pay dividends in shares of our common stock. These
conditions principally include (i) we have ensured the liquidity and transferability of our common stock held by
the preferred stockholders, (ii) we have issued common stock and paid cash to the preferred stockholders, as
required by the certificate of designation, (iii) we are not in bankruptcy or have had a bankruptcy proceeding
instituted against us, and (iv) we have not breached an agreement that governs the preferred stockholders'
rights with respect to the preferred stock and such breach materially and adversely impacts our business or a
preferred stockholder's economic benefits under the agreement. However, if we fail to satisfy these "equity
conditions," then we must pay cash dividends in amount equal to (i) the number of shares of our common stock
that we would have issued as dividends, assuming we satisfied the conditions, multiplied by (ii) the volume-
weighted-average closing price of our common stock for the ten trading days preceding the date the dividends
are payable.
A preferred stockholder has the right to require us to redeem its preferred stock for cash following the
occurrence of a "triggering event" (as defined in the certificate of designation governing our preferred stock).
These events are similar in nature to the "equity conditions" described above. The cash payment, for each
share of preferred stock, would equal the sum of (i) $1,000, (ii) any accrued dividends on the preferred stock,
and (iii) an amount equal to all scheduled dividend payments (excluding any accrued dividends) on the
preferred stock for all remaining dividend periods from the date the preferred stockholder requests redemption
through November 29, 2024.
Risks Relating to Ownership of Our Common Stock
Our restated certificate of incorporation designates the Court of Chancery of the State of Delaware and
the U.S. federal district courts as the exclusive forums for certain types of actions that may be initiated
by our stockholders. These provisions may limit a stockholder's ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or our directors, officers, or employees, which may
discourage lawsuits with respect to such claims.
Our restated certificate of incorporation provides that, unless we consent in writing to an alternative
forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed
by any of our directors, officers, or employees to us or our stockholders, (iii) any action asserting a claim arising
pursuant to any provision of the Delaware General Corporation Law, our restated certificate of incorporation, or
our restated bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our restated certificate
of incorporation or our restated bylaws, or (v) any action asserting a claim that is governed by the internal affairs
doctrine. This exclusive forum provision does not apply to actions arising under the Securities Exchange Act of
1934, or, as described below, the Securities Act of 1933.
Our restated certificate of incorporation further provides that, unless we consent in writing to an
alternative forum, the U.S. federal district courts will be the exclusive forum for any complaint asserting a cause
of action arising under the Securities Act of 1933. Notwithstanding this provision, stockholders will not be
deemed to have waived our compliance with the federal securities laws and the rules and regulations
thereunder.
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Item 1B. Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
Overview
Our board of directors (the “Board”) recognizes the critical importance of maintaining the trust and
confidence of our customers, business partners, stockholders, and employees. Our audit committee is
involved in direct oversight of our risk management program, and cybersecurity represents an important
component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies,
standards, processes and practices are fully integrated into our ERM program and are based on recognized
frameworks established by the National Institute of Standards and Technology, the International
Organization for Standardization, and other applicable industry standards. We seek to address
cybersecurity risks through a comprehensive, cross-functional approach that focuses on preserving the
confidentiality, security and availability of the information that we collect and store by identifying, preventing
and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Risk Management and Strategy
As one of the critical elements of our overall ERM approach, our cybersecurity program is focused
on the following key areas:
Governance—Our audit committee oversees our ERM program, including the management of risks
arising from cybersecurity threats, and are supported by the Information Security Steering Committee (the
“ISSC”), the Cybersecurity Incident Response Team (the “CSIRT”), and our information security (“InfoSec”)
team. Our audit committee receives presentations and reports on cybersecurity risks, which address a wide
range of topics including recent developments, evolving standards, vulnerability assessments, third-party
and independent reviews, the threat environment, technological trends and information security
considerations arising with respect to our peers and third parties. The ISSC oversees the frameworks the
InfoSec team uses to benchmark the controls and maturity of our security program. The ISSC is a cross-
functional group that has oversight and input into the roadmap and projects reflecting the maturity
benchmarks of the frameworks upon which we base our program, and receives monthly updates as to the
status of the roadmap projects. The CSIRT monitors the prevention, detection, mitigation and remediation of
cybersecurity threats and incidents in real time, and reports such threats and incidents to the ISSC, who
then reports up to our audit committee when appropriate. The audit committee is responsible for escalating
cybersecurity threats and incidents to the Board if and when appropriate. We have established frameworks
so that our ISSC, audit committee, and board of directors also receive prompt and timely information
regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing
updates regarding any such incident until it has been addressed.
To facilitate the success of our cybersecurity risk management program, the CSIRT is composed of
multidisciplinary teams throughout Redfin who are deployed to address cybersecurity threats and to
respond to cybersecurity incidents. The audit committee consists of at least three members of the Board.
The ISSC includes our chief financial officer (“CFO”), our chief legal officer (“CLO”), and other key leaders
across the company. Our chief technology officer (“CTO”) oversees our security team. Our CFO has over 30
years of experience managing risks at Redfin, Zappos, Amazon (Home and Garden), Bain & Company and
Accenture, including risks arising from cybersecurity threats. Our CLO has 16 years of experience
managing risks, including risks arising from cybersecurity threats. Our CTO has over 24 years of
experience, including experience managing risks arising from cybersecurity threats across several
industries to include health care and business solutions.
Collaborative Approach—we have implemented a comprehensive, cross-functional approach to
identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls
and procedures that provide for the prompt escalation of certain cybersecurity incidents, so that decisions
regarding the public disclosure and reporting of such incidents can be made by management in a timely
manner. The ISSC and the CSIRT work collaboratively to build and implement a program designed to
protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity
incidents in accordance with our incident response and recovery plans.
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Technical Safeguards—We deploy technical safeguards that are designed to protect our
information systems from cybersecurity threats, including rate-limiting and web application firewalls, anti-
malware functionality, access controls, and threat detection systems including posture management tooling.
We ensure the ongoing security and improves these technical safeguards through regular security reviews
of components, code, libraries, and environments.
Incident Response and Recovery Planning—We have established and maintain incident
response and recovery plans that address our response to a cybersecurity incident. These plans are tested
and evaluated on a regular basis.
Third-Party Risk Management—We maintain a risk-based approach to identifying and overseeing
cybersecurity risks presented by third parties, including vendors, service providers and other external users
of our systems, as well as the systems of third parties that could adversely impact our business in the event
of a cybersecurity incident affecting those third-party systems.
Education and Awareness—We provide mandatory training for our personnel regarding
cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity
threats, and to communicate our evolving information security policies, standards, processes and practices.
We engage in the periodic assessment and testing of our policies, standards, processes and practices that
are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities,
including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises
focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage
third parties to perform assessments on our cybersecurity measures, including information security maturity
assessments, audits and independent reviews of our information security control environment and operating
effectiveness. The results of such assessments, audits and reviews are reported to the ISSC, the audit
committee, and the Board, and we adjust our cybersecurity policies, standards, processes and practices as
necessary based on the information provided by these assessments, audits and reviews.
Insurance—We maintain cyber insurance coverage.
Risks from Cybersecurity Threats
To date we have not experienced any cybersecurity incidents, including any previous cybersecurity
incidents, that have materially affected or are reasonably likely to affect our business, including our
business strategy, results of operations or financial condition.
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Item 2. Properties
None.
Item 3. Legal Proceedings
See "Legal Proceedings" under Note 7 to our consolidated financial statements for a discussion of our
material, pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information, Holders of Record, and Dividends
Our common stock is listed on The Nasdaq Global Select Market under the symbol “RDFN.”
As of February 21, 2024, we had 202 holders of record of our common stock. Because many of our
shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to
estimate the total number of beneficial owners of our common stock represented by these record holders.
The holders of our convertible preferred stock are entitled to dividends, which accrue daily based on a
360-day fiscal year at a rate of 5.5% per annum based on the issue price and are payable quarterly in arrears
on the first business day following the end of each calendar quarter. Assuming we satisfy certain conditions, we
will pay dividends in shares of common stock at a rate of the dividend payable divided by $17.95. If we do not
satisfy such conditions, we will pay dividends in a cash amount equal to (1) the dividend shares otherwise
issuable on the dividends multiplied by (2) the volume-weighted average closing price of our common stock for
the ten trading days preceding the date the dividends are payable. Except for the foregoing, we have no
intention of paying cash dividends in the foreseeable future.
Stock Performance Graph
The graph below compares the cumulative total return of a $100 investment in our common stock with
the cumulative total return of the same investment in the S&P 500 Index and the RDG Composite Index. The
period shown commences on December 31, 2018, which was the year in which our common stock first started
trading after our initial public offering ("IPO"), and ends on December 31, 2023.
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Unregistered Sales of Securities
During the period covered by this annual report, we did not sell any equity securities that were not
registered under the Securities Act of 1933.
Purchases of Equity Securities
During the quarter ended December 31, 2023, there were no purchases of our common stock by or on
behalf of us or any of our affiliated purchasers, as such term is defined in Rule 10b-18(a)(3) under the Securities
Exchange Act of 1934.
Item 6. [Reserved]
Not applicable.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read
together with our consolidated financial statements, the accompanying notes, and other information included in
this annual report. In particular, the risk factors contained in Item 1A may reflect trends, demands,
commitments, events, or uncertainties that could materially impact our results of operations and liquidity and
capital resources.
The following discussion contains forward-looking statements, such as statements regarding our future
operating results and financial position, our business strategy and plans, our market growth and trends, and our
objectives for future operations. See "Note Regarding Forward-Looking Statements" for more information about
relying on these forward-looking statements. The following discussion also contains information using industry
publications. See "Note Regarding Industry and Market Data" for more information about relying on these
industry publications.
When we use the term "basis points" in the following discussion, we refer to units of one-hundredth of
one percent.
Overview
We help people buy and sell homes. Representing customers in over 100 markets in the United States
and Canada, we are a residential real estate brokerage. We pair our own agents with our own technology to
create a service that is faster, better, and costs less. We meet customers through our listings-search website
and mobile application.
We use the same combination of technology and local service to originate, service, and subsequently
sell mortgage loans and offer title and settlement services. We also offer digital platforms to connect consumers
with available apartments and houses for rent and for other advertising.
Our mission is to redefine real estate in the consumer’s favor.
Adverse Macroeconomic Conditions and Our Associated Actions
Beginning in the second quarter of 2022 and continuing through the fourth quarter of 2023, a number of
economic factors adversely impacted the residential real estate market, including higher mortgage interest
rates, lower consumer sentiment, and increased inflation. This shift in the macroeconomic backdrop adversely
impacted consumer demand for our services, as consumers weighed the financial implications of selling or
purchasing a home and taking out a mortgage.
In response to these macroeconomic and consumer demand developments, we took action to adjust
our operations and manage our business towards longer-term profitability despite these adverse
macroeconomic factors.
From April 2022, after completing the acquisition of Bay Equity, through December 2023, through
involuntary reductions and attrition, we reduced our total number of employees by 40%, including a reduction in
lead agents of 40%. These workforce reductions were intended to align the size of our operations with the level
of consumer demand for our services at that time.
In November of 2022, we decided to wind-down our properties segment, which included RedfinNow.
This was a strategic decision we made in order to focus our resources on our core business in the face of the
rising cost of capital. We completed the wind-down of our properties segment in the second quarter of 2023.
Results for the properties segment are now reported in discontinued operations for all periods presented. The
following discussion and analysis of our financial condition and results of operations include our continued
operations for all periods presented.
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Key Business Metrics
In addition to the measures presented in our consolidated financial statements, we use the following
key metrics to evaluate our business, develop financial forecasts, and make strategic decisions.
Monthly average visitors (in thousands)
Real estate services transactions
Brokerage
Partner
Total
Real estate services revenue per transaction
Brokerage
Partner
Aggregate
U.S. market share by units(1)
Revenue from top-10 markets as a percentage of real estate services
revenue
Average number of lead agents
Mortgage originations by dollars (in millions)
Mortgage originations by units (in ones)
Year Ended December 31,
2023
49,479
2022
49,654
2021
47,113
47,244
14,676
61,920
66,554
13,649
80,203
$
12,260
$
11,269
$
2,681
9,990
0.76 %
2,718
9,814
0.80 %
55 %
58 %
1,776
4,268
10,654
$
2,426
4,317
10,625
$
$
76,680
17,899
94,579
11,076
3,020
9,551
0.77 %
62 %
2,396
988
2,643
(1) Prior to the second quarter of 2022, we reported our U.S. market share based on the aggregate home value of our real estate services transactions, relative
to the aggregate value of all U.S. home sales, which we computed based on the mean sale price of U.S. homes provided by the National Association of
REALTORS® (“NAR”). Beginning in the second quarter of 2022, NAR (1) revised its methodology of computing the mean sale price, (2) restated its previously
reported mean sale price beginning from January 2020 (and indicated that previously reported mean sale price prior to January 2020 is not comparable), and
(3) discontinued publication of the mean sale price as part of its primary data set. Due to these changes, as of the second quarter of 2022, we report our U.S.
market share based on the number of homes sold, rather than the dollar value of homes sold. Our market share by number of homes sold has historically been
lower than our market share by dollar value of homes sold. We also stopped reporting the aggregate home value of our real estate services transactions.
Monthly Average Visitors
The number of, and growth in, visitors to our website and mobile application are important leading
indicators of our business activity because these channels are the primary ways we meet customers. The
number of visitors is influenced by, among other things, market conditions that affect interest in buying or selling
homes, the level and success of our marketing programs, seasonality, and how our website appears in search
results. We believe we can continue to increase visitors, which helps our growth.
Given the lengthy process to buy or sell a home, a visitor during one month may not convert to a
revenue-generating customer until many months later, if at all.
When we refer to "monthly average visitors" for a particular period, we are referring to the average
number of unique visitors to our website and our mobile applications for each of the months in that period, as
measured by Google Analytics, a product that provides digital marketing intelligence. Google Analytics tracks
visitors using cookies, with a unique cookie being assigned to each browser or mobile application on a device.
For any given month, Google Analytics counts all of the unique cookies that visited our website and mobile
applications during that month. Google Analytics considers each unique cookie as a unique visitor. Due to third-
party technological limitations, user software settings, or user behavior, it is possible that Google Analytics may
assign a unique cookie to different visits by the same person to our website or mobile application. In such
instances, Google Analytics would count different visits by the same person as separate visits by unique
visitors. Accordingly, reliance on the number of unique cookies counted by Google Analytics may overstate the
actual number of unique persons who visit our website or our mobile applications for a given month.
Our monthly average visitors exclude visitors to Rent.'s websites and mobile applications.
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Real Estate Services Transactions
We record a brokerage real estate services transaction when one of our lead agents represented the
homebuyer or home seller in the purchase or sale, respectively, of a home. We record a partner real estate
services transaction (i) when one of our partner agents represented the homebuyer or home seller in the
purchase or sale, respectively, of a home or (ii) when a Redfin customer sold his or her home to a third-party
institutional buyer following our introduction of that customer to the buyer. We include a single transaction twice
when our lead agents or our partner agents serve both the homebuyer and the home seller of the transaction.
Additionally, when one of our lead agents represented RedfinNow in its sale of a home, we included that
transaction as a brokerage real estate services transaction. We completed the wind-down of our RedfinNow
business in the second quarter of 2023.
Increasing the number of real estate services transactions is critical to increasing our revenue and, in
turn, to achieving profitability. Real estate services transaction volume is influenced by, among other things, the
pricing and quality of our services as well as market conditions that affect home sales, such as local inventory
levels and mortgage interest rates. Real estate services transaction volume is also affected by seasonality and
macroeconomic factors.
Real Estate Services Revenue per Transaction
Real estate services revenue per transaction, together with the number of real estate services
transactions, is a factor in evaluating revenue growth. We also use this metric to evaluate pricing changes.
Changes in real estate services revenue per transaction can be affected by, among other things, our pricing, the
mix of transactions from homebuyers and home sellers, changes in the value of homes in the markets we serve,
the geographic mix of our transactions, and the transactions we refer to partner agents and any third-party
institutional buyer. We calculate real estate services revenue per transaction by dividing brokerage, partner, or
aggregate revenue, as applicable, by the corresponding number of real estate services transactions in any
period.
We generally generate more real estate services revenue per transaction from representing
homebuyers than home sellers. However, we believe that representing home sellers has unique strategic value,
including the marketing power of yard signs and other campaigns, and the market effect of controlling listing
inventory.
Prior to July 2022, homebuyers who purchased their home using our brokerage services would receive
a commission refund in a substantial majority of our markets. In July 2022, we began a pilot program in certain
of those markets to eliminate our commission refund. Since this pilot was successful, we eliminated our
commission refund in all markets in December 2022. The average refund per transaction for a homebuyer was
$1,336 in 2022. The elimination of this commission refund has increased our real estate services revenue per
transaction in 2023, although this metric is also impacted by the factors discussed above. In September 2023,
we began a pilot program in certain markets to provide a refund to homebuyers who sign a buyer agency
agreement with us before their second home tour.
From 2022 to 2023, the percentage of brokerage transactions from home sellers was essentially
unchanged at approximately 43%.
U.S. Market Share by Units
Increasing our U.S. market share by units is critical to our ability to grow our business and achieve
profitability over the long term. We believe there is a significant opportunity to increase our share in the markets
we currently serve.
We calculate our market share by aggregating the number of brokerage and partner real estate
services transactions. We then divide that number by two times the aggregate number of U.S. home sales, in
order to account for both the sell- and buy-side components of each home sale. We obtain the aggregate
number of U.S. home sales from the National Association of REALTORS® ("NAR"). NAR data for the most
recent period is preliminary and may subsequently be updated by NAR.
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Revenue from Top-10 Markets as a Percentage of Real Estate Services Revenue
Our top-10 markets by real estate services revenue are the metropolitan areas of Boston, Chicago,
Denver (including Boulder and Colorado Springs), Los Angeles (including Santa Barbara), Maryland, Northern
Virginia, Portland (including Bend), San Diego, San Francisco, and Seattle. This metric is an indicator of the
geographic concentration of our real estate services segment. We expect our revenue from top-10 markets to
decline as a percentage of our total real estate services revenue over time.
Average Number of Lead Agents
The average number of lead agents, in combination with our other key metrics such as the number of
brokerage transactions, is a basis for calculating agent productivity and is one indicator of the potential future
growth of our business. We systematically evaluate traffic to our website and mobile application and customer
activity to anticipate changes in customer demand, helping determine when and where to hire lead agents.
We calculate the average number of lead agents by taking the average of the number of lead agents at
the end of each month included in the period.
Mortgage Originations
Mortgage originations is the volume of mortgage loans originated by our mortgage business, measured
by both dollar value of loans and number of loans. This volume is an indicator for the growth of our mortgage
business. Mortgage originations is affected by mortgage interest rates, the ability of our mortgage loan officers
to close loans, and the number of our homebuyer customers who use our mortgage business for a mortgage
loan, among other factors.
Prior to April 1, 2022, our mortgage business consisted solely of Redfin Mortgage, LLC. From April 1,
2022 through June 30, 2022, our mortgage business consisted of both Bay Equity LLC and Redfin Mortgage,
LLC. We dissolved Redfin Mortgage, LLC on June 30, 2022, and since that time, our mortgage business has
consisted solely of Bay Equity LLC.
Components of Our Results of Operations
Revenue
We generate revenue primarily from commissions and fees charged on each real estate services
transaction closed by our lead agents or partner agents, from subscription-based product offerings for our
rentals business, and from the origination, sales, and servicing of mortgages.
Real Estate Services Revenue
Brokerage Revenue—Brokerage revenue includes our offer and listing services, where our lead
agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon
closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or
promotional offers that may result in a material right. Brokerage revenue is affected by the number of brokerage
transactions we close, the mix of brokerage transactions, home-sale prices, commission rates, and the amount
we give to customers.
Partner Revenue—Partner revenue consists of fees paid to us from partner agents or under other
referral agreements, less the amount of any payments we make to homebuyers and home sellers. We
recognize these fees as revenue on the closing of a transaction. Partner revenue is affected by the number of
partner transactions closed, home-sale prices, and commission rates. If the portion of customers we introduce
to our own lead agents increases, we expect the portion of revenue closed by partner agents to decrease.
Rentals Revenue
Rentals Revenue—Rentals revenue is primarily composed of subscription-based product offerings for
internet listing services, as well as lead management and digital marketing solutions. Rentals revenue is
affected by the number of product offerings sold, pricing for each product, customer retention, and the mix of
product offerings sold to our customers.
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Mortgage Revenue
Mortgage Revenue—Mortgage revenue includes fees from the origination and subsequent sale of
loans, loan servicing income, interest income on loans held for sale, origination of IRLCs, and the changes in
fair value of our IRLCs, forward sales commitments, loans held for sale, and MSRs. Mortgage revenue is
affected by loan volume, loan pricing, and market factors that impact the fair value of our MSRs and loans held
for sale.
Other Revenue
Other Revenue—Other services revenue includes fees earned from title settlement services, Walk
Score data services, and advertising. Substantially all fees and revenue from other services are recognized
when the service is provided.
Cost of Revenue and Gross Margin
Cost of revenue consists primarily of personnel costs (including base pay, benefits, and stock-based
compensation), transaction bonuses, home-touring and field expenses, listing expenses, customer fulfillment
costs related to our rentals segment, office and occupancy expenses, interest expense on our mortgage related
warehouse facilities, and depreciation and amortization related to fixed assets and acquired intangible assets.
Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of
revenue. Our gross margin has and will continue to be affected by a number of factors, but the most important
are the mix of revenue from our segments, real estate services revenue per transaction, agent and support-staff
productivity, and personnel costs and transaction bonuses.
Operating Expenses
Technology and Development
Our primary technology and development expenses are building software for our customers, lead
agents, and support staff to work together on a transaction, and building a website and mobile application to
meet customers looking to move. These expenses primarily include personnel costs (including base pay,
bonuses, benefits, and stock-based compensation), data licenses, software and equipment, and infrastructure
such as for data centers and hosted services. The expenses also include amortization of acquired intangible
assets, capitalized internal-use software and website and mobile application development costs. We expense
research and development costs as incurred and record them in technology and development expenses.
Marketing
Marketing expenses consist primarily of media costs for online and offline advertising, as well as
personnel costs (including base pay, benefits, and stock-based compensation).
General and Administrative
General and administrative expenses consist primarily of personnel costs (including base pay, benefits,
and stock-based compensation), facilities costs and related expenses for our executive, finance, human
resources, and legal organizations, depreciation related to our fixed assets, and fees for outside services.
Outside services are principally composed of external legal, audit, and tax services. For our rentals business,
personnel costs include employees in the sales department. These employees are responsible for attracting
potential rental properties and agreeing to contract terms, but they are not responsible for delivering a service to
the rental property.
Restructuring and Reorganization
Restructuring and reorganization expenses primarily consist of personnel-related costs associated with
employee terminations, furloughs, or retention payments associated with wind-down activities.
29
Table of Contents
Interest Income, Interest Expense, Income Tax (Expense) Benefit, Gain on Extinguishment of
Convertible Senior Notes, and Other (Expense) Income, Net
Interest Income
Interest income consists primarily of interest earned on our cash, cash equivalents, and investments.
Interest Expense
Interest expense consists primarily of interest payable and the amortization of debt discounts and
issuance costs related to our convertible senior notes and term loan. See Note 14 to our consolidated financial
statements for information regarding interest on our convertible senior notes.
Income Tax (Expense) Benefit
Income tax expense primarily relates to current state income taxes recorded for the year, partially offset
by a deferred income tax benefit generated by the reduction to a deferred tax liability created through our April
2, 2021 acquisition of Rent.
Gain on Extinguishment of Convertible Senior Notes
Gain on extinguishment of convertible senior notes relates to gains recognized on the repurchase of our
convertible senior notes.
Other (Expense) Income, Net
Other (expense) income, net consists primarily of realized and unrealized gains and losses on
investments and other assets, including impairment costs on our subleases. See Note 4 to our consolidated
financial statements for information regarding unrealized losses on our investments.
30
Table of Contents
Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of
our revenue for those periods.
Revenue
Cost of revenue(1)
Gross profit
Operating expenses:
Technology and development(1)
Marketing(1)
General and administrative(1)
Restructuring and reorganization
Total operating expenses
Loss from continuing operations
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of convertible senior notes
Other (expense) income, net
Net loss from continuing operations
(1) Includes stock-based compensation as follows:
Cost of revenue
Technology and development
Marketing
General and administrative
Total
Year Ended December 31,
2023
2022
2021
(in thousands)
$
976,672 $
1,099,574 $
1,058,638
646,853
329,819
183,294
117,863
238,790
7,927
547,874
790,455
309,119
178,924
155,309
243,390
32,353
609,976
(218,055)
(300,857)
10,532
(9,524)
(979)
94,019
(2,385)
6,639
(8,886)
(116)
57,193
(3,770)
665,419
393,219
143,481
136,851
208,722
—
489,054
(95,835)
635
(7,491)
6,107
—
5,360
$
(126,392) $
(249,797) $
(91,224)
Year Ended December 31,
2023
2022
2021
$
12,914
$
15,137
$
(in thousands)
33,111
5,148
19,528
26,365
3,991
17,526
$
70,701
$
63,019
$
12,388
21,172
2,142
13,843
49,545
31
Table of Contents
Revenue
Cost of revenue(1)
Gross profit
Operating expenses:
Technology and development(1)
Marketing(1)
General and administrative(1)
Restructuring and reorganization
Total operating expenses
Loss from continuing operations
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of convertible senior notes
Other (expense) income, net
Net loss from continuing operations
(1) Includes stock-based compensation as follows:
Cost of revenue
Technology and development
Marketing
General and administrative
Total
Year Ended December 31,
2023
2022
2021
(as a percentage of revenue)
100.0 %
100.0 %
100.0 %
66.2
33.8
18.8
12.1
24.4
0.8
56.1
(22.3)
1.1
(1.0)
(0.1)
9.6
(0.2)
71.9
28.1
16.3
14.1
22.1
2.9
55.4
(27.3)
0.6
(0.8)
—
5.2
(0.3)
62.9
37.1
13.6
12.9
19.7
—
46.2
(9.1)
0.1
(0.7)
0.6
—
0.5
(12.9) %
(22.6) %
(8.6) %
Year Ended December 31,
2023
2022
2021
(as a percentage of revenue)
1.3 %
3.4
0.5
2.0
7.2 %
1.4 %
2.4
0.4
1.6
5.8 %
1.2 %
2.0
0.2
1.3
4.7 %
Comparison of the Years Ended December 31, 2023 and 2022
Revenue
Real estate services
Brokerage
Partner
Total real estate services
Rentals
Mortgage
Other
Total revenue
Percentage of revenue
Real estate services
Brokerage
Partner
Total real estate services
Rentals
Mortgage
Other
Year Ended December 31,
Change
2023
2022
Dollars
Percentage
(in thousands, except percentages)
$
$
579,226
39,351
618,577
184,812
134,108
39,175
$
749,985
37,091
787,076
155,910
132,904
23,684
(170,759)
2,260
(168,499)
28,902
1,204
15,491
$
976,672
$
1,099,574
$
(122,902)
(23) %
6
(21)
19
1
65
(11)
59.3 %
68.2 %
4.0
63.3
18.9
13.7
4.1
3.4
71.6
14.2
12.1
2.1
Total revenue
100.0 %
100.0 %
32
Table of Contents
In 2023, revenue decreased by $122.9 million, or 11%, as compared with 2022. This decrease was
partially offset by $134.1 million resulting from our acquisition of Bay Equity, and there were $130.2 million of
such revenues in 2022. Excluding these revenues from Bay Equity, this decrease in revenue was primarily
attributable to a $168.5 million decrease in real estate services revenue. Brokerage revenue decreased by
$170.8 million and partner revenue increased by $2.3 million. Brokerage revenue decreased 23% during the
period, driven by a 29% decrease in brokerage transactions and partially offset by a 9% increase in brokerage
revenue per transaction.
Cost of Revenue and Gross Margin
Year Ended December 31,
Change
2023
2022
Dollars
Percentage
(in thousands, except percentages)
Cost of revenue
Real estate services
Rentals
Mortgage
Other
$
462,625
$
608,027
$
(145,402)
42,086
118,178
23,964
33,416
126,552
22,460
8,670
(8,374)
1,504
Total cost of revenue
$
646,853
$
790,455
$
(143,602)
(24) %
26
(7)
7
(18)
Gross profit
Real estate services
Rentals
Mortgage
Other
$
155,952
$
179,049
$
(23,097)
(13) %
142,726
15,930
15,211
122,494
6,352
1,224
20,232
9,578
13,987
20,700
17
151
1,143
7
Total gross profit
$
329,819
$
309,119
$
Gross margin (percentage of revenue)
Real estate services
Rentals
Mortgage
Other
Total gross margin
25.2 %
22.7 %
77.2
11.9
38.8
33.8
78.6
4.8
5.2
28.1
In 2023, total cost of revenue decreased by $143.6 million, or 18%, as compared with 2022. Included in
the decrease was $118.0 million resulting from our acquisition of Bay Equity, and there were $118.1 million of
expenses in 2022. Excluding these expenses from Bay Equity, this decrease in cost of revenue was primarily
attributable to a $128.1 million decrease in personnel costs and transaction bonuses, due to decreased
headcount and decreased brokerage transactions, respectively.
Total gross margin increased 570 basis points as compared with 2022, driven primarily by increases in
real estate services, mortgage, and other gross margins, and the relative growth of our rentals business
compared to our other businesses. This was partially offset by decreases in rentals gross margin.
In 2023, real estate services gross margin increased 250 basis points as compared with 2022. This was
primarily attributable to a 410 basis point decrease in personnel costs and transaction bonuses, and a 50 basis
point decrease in home-touring and field expenses, each as a percentage of revenue. This was partially offset
by a 120 basis point increase in home repair costs, a 40 basis point increase in listing expenses, and a 40 basis
point increase in costs from our annual, in-person company event, which we did not conduct in the same period
in 2022, each as a percentage of revenue.
In 2023, rentals gross margin decreased by 140 basis points. This was primarily attributable to a 420
basis point increase in marketing expense as a percentage of revenue and due to expanded services. This was
partially offset by a 150 basis point reduction in personnel costs as a percentage of revenue.
In 2023, mortgage gross margin increased by 710 basis points. This was primarily attributable to a 910
basis point decrease in personnel costs and transaction bonuses as a percentage of revenue. This was partially
offset by a 310 basis point increase in production costs as a percentage of revenue.
33
Table of Contents
In 2023, other gross margin increased by 3,360 basis points. This was primarily attributable to a 2,270
basis point decrease in personnel costs and transaction bonuses, and a 590 basis point decrease in production
costs, each as a percentage of revenue.
Operating Expenses
Year Ended December 31,
Change
2023
2022
Dollars
Percentage
(in thousands, except percentages)
Technology and development
$
183,294
$
178,924
$
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
Percentage of revenue
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
117,863
238,790
7,927
155,309
243,390
32,353
$
547,874
$
609,976
$
18.8 %
12.1
24.4
0.8
56.1 %
16.3 %
14.1
22.1
2.9
55.4 %
4,370
(37,446)
(4,600)
(24,426)
(62,102)
2 %
(24)
(2)
(75)
(10)
In 2023, technology and development expenses increased by $4.4 million, or 2%, as compared with
2022. Included in the increase was $1.7 million resulting from our acquisition of Bay Equity, and there were $1.8
million of expenses in 2022. Excluding these expenses Bay Equity, the increase was primarily attributable to a
$3.9 million increase in personnel costs.
In 2023, marketing expenses decreased by $37.4 million, or 24%, as compared with 2022. Included in
the decrease was $4.0 million resulting from our acquisition of Bay Equity, and there were $4.7 million of
expenses in 2022. Excluding these expenses from Bay Equity, the decrease was primarily attributable to a
$37.3 million decrease in marketing media costs as we reduced advertising.
In 2023, general and administrative expenses decreased by $4.6 million, or 2%, as compared with
2022. Included in the decrease was $24.7 million resulting from our acquisition of Bay Equity, and there were
$22.8 million of expenses in 2022. Excluding these expenses from Bay Equity, the decrease was primarily
attributable to a $6.9 million decrease in personnel costs, a $2.4 million decrease in acquisition-related
expenses, and a $2.1 million decrease in legal expenses. This was partially offset by $5.9 million in costs
associated with our annual, in-person company event, which we did not conduct in the same period in 2022,
and a $0.7 million increase in office and occupancy expenses as we terminated a lease.
In 2023, restructuring and reorganization expenses decreased by $24.4 million, or 75%, as compared
with the same period in 2022. This decrease is primarily attributable to a lower volume of restructuring activities
as compared with 2022, when we decided to wind-down our properties segment.
34
Table of Contents
Interest Income, Interest Expense, Income Tax Expense, Gain on Extinguishment of Convertible
Senior Notes, and Other Expense, Net
Year Ended December 31,
Change
2023
2022
Dollars
Percentage
(in thousands, except percentages)
Interest income
Interest expense
Income tax expense
Gain on extinguishment of convertible senior notes
Other expense, net
Interest income, interest expense, income tax
expense, gain on extinguishment of convertible senior
notes, and other expense, net
$
Percentage of revenue
Interest income
Interest expense
Income tax expense
Gain on extinguishment of convertible senior notes
Other expense, net
Interest income, interest expense, income tax
expense, gain on extinguishment of convertible senior
notes, and other expense, net
$
10,532
$
6,639
$
(9,524)
(979)
94,019
(2,385)
(8,886)
(116)
57,193
(3,770)
3,893
(638)
(863)
36,826
1,385
91,663
$
51,060
$
40,603
1.1 %
(1.0)
(0.1)
9.6
(0.2)
9.4 %
0.6 %
(0.8)
—
5.2
(0.3)
4.7 %
59 %
7
744
64
(37)
80
In 2023, interest income, interest expense, income tax expense, gain on extinguishment of convertible
senior notes, and other expense, net increased by $40.6 million, as compared with 2022.
Interest income increased by $3.9 million primarily due to higher interest rates on our cash, cash
equivalents, and investments compared with 2022.
Interest expense increased by $0.6 million primarily due to our term loan due in 2028. See Note 14 to
our consolidated financial statements for further information on our debt.
Income tax expense increased by $0.9 million primarily due to state income tax expenses, and items
associated with our acquisitions of Rent. and Bay Equity. See Note 13 to our consolidated financial statements.
Gain on extinguishment of convertible senior notes increased by $36.8 million, due to our paying down
a portion of our 2025 and 2027 notes at a discount, where there was $57.2 million of such activity in 2022. See
Note 14 to our consolidated financial statements for further information on these transactions.
Other expense, net decreased by $1.4 million primarily due to due to the sale of one of our equity
investments at a loss in 2022, and we had no such transaction in 2023.
35
Table of Contents
Comparison of the Years Ended December 31, 2022 and 2021
Revenue
Real estate services
Brokerage
Partner
Total real estate services
Rentals
Mortgage
Other
Total revenue
Percentage of revenue
Real estate services
Brokerage
Partner
Total real estate services
Rentals
Mortgage
Other
Year Ended December 31,
Change
2022
2021
Dollars
Percentage
(in thousands, except percentages)
$
749,985
$
849,288
$
37,091
787,076
155,910
132,904
23,684
54,046
903,334
121,877
19,818
13,609
$
1,099,574
$
1,058,638
$
(99,303)
(16,955)
(116,258)
34,033
113,086
10,075
40,936
(12) %
(31)
(13)
28
571
74
4
68.2 %
80.2 %
3.4
71.6
14.2
12.1
2.1
5.1
85.3
11.5
1.9
1.3
Total revenue
100.0 %
100.0 %
In 2022, revenue increased by $40.9 million, or 4%, as compared with 2021. Included in the increase
was $155.9 million from our acquisition of Rent., and there was $121.9 million of such revenue in 2021. Also
included in the increase was $130.2 million resulting from our acquisition of Bay Equity, and there was no such
revenue in 2021. Excluding these revenues from Rent. and Bay Equity, revenue decreased by $123.3 million
due to a $116.3 million decrease in real estate services revenue. Brokerage revenue decreased by $99.3 million
and partner revenue decreased by $17.0 million. Brokerage revenue decreased 12% during the period, driven
by a 13% decrease in brokerage transactions and partially offset by a 2% increase in brokerage revenue per
transaction.
36
Table of Contents
Cost of Revenue and Gross Margin
Year Ended December 31,
Change
2022
2021
Dollars
Percentage
(in thousands, except percentages)
Cost of revenue
Real estate services
Rentals
Mortgage
Other
$
608,027
$
603,320
$
33,416
126,552
22,460
21,739
26,096
14,264
Total cost of revenue
$
790,455
$
665,419
$
4,707
11,677
100,456
8,196
125,036
Gross profit
Real estate services
Rentals
Mortgage
Other
$
179,049
$
300,014
$
(120,965)
122,494
6,352
1,224
100,138
(6,278)
(655)
22,356
12,630
1,879
Total gross profit
$
309,119
$
393,219
$
(84,100)
1 %
54
385
57
19
(40) %
22
(201)
(287)
(21)
Gross margin (percentage of revenue)
Real estate services
Rentals
Mortgage
Other
Total gross margin
22.7 %
78.6
4.8
5.2
28.1
33.2 %
82.2
(31.7)
(4.8)
37.1
In 2022, total cost of revenue increased by $125.0 million, or 19%, as compared with 2021. Included in
the increase was $33.4 million resulting from our acquisition of Rent., and there were $21.7 million of such
expenses in 2021. Also included in the increase was $118.1 million resulting from our acquisition of Bay Equity,
and there were no such expenses in 2021. Excluding these expenses from Rent. and Bay Equity, cost of
revenue decreased by $4.8 million, primarily due to the shut-down of Redfin Mortgage.
Total gross margin decreased 900 basis points as compared with 2021, driven primarily by decreases in
real estate services and rentals gross margin. This was partially offset by increases in mortgage and other gross
margin.
In 2022, real estate services gross margin decreased 1,050 basis points as compared with 2021. This
was primarily attributable to a 930 basis point increase in personnel costs and transaction bonuses as a
percentage of revenue.
In 2022, rentals gross margin decreased by 360 basis points. This was primarily attributable to a 210
basis point increase in marketing expenses and a 210 basis point increase in personnel costs, each as a
percentage of revenue and due to expanded services. This was partially offset by a 90 basis point reduction in
outside services costs as a percentage of revenue.
In 2022, mortgage gross margin increased by 3,650 basis points. This was primarily attributable to a
3,160 basis point decrease in personnel costs and transaction bonuses as a percentage of revenue.
In 2022, other gross margin increased by 1,000 basis points. This was primarily attributable to a 470
basis point decrease in personnel costs and transaction bonuses as a percentage of revenue.
37
Table of Contents
Operating Expenses
Year Ended December 31,
Change
2022
2021
Dollars
Percentage
(in thousands, except percentages)
Technology and development
$
178,924
$
143,481
$
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
Percentage of revenue
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
35,443
18,458
34,668
32,353
25 %
13
17
N/A
25
155,309
243,390
32,353
136,851
208,722
—
$
609,976
$
489,054
$
120,922
16.3 %
14.1
22.1
2.9
55.4 %
13.6 %
12.9
19.7
0.0
46.2 %
In 2022, technology and development expenses increased by $35.4 million, or 25%, as compared with
2021. Included in the increase was $52.3 million resulting from our acquisition of Rent., and there were $39.0
million such expenses in 2021. Also included in the increase was $1.8 million resulting from our acquisition of
Bay Equity, and there were no such expenses in 2021. Excluding these expenses from Rent. and Bay Equity,
technology and development expenses increased by $20.3 million. The increase was primarily attributable to a
$12.5 million increase in personnel costs.
In 2022, marketing expenses increased by $18.5 million, or 13%, as compared with 2021. Included in
the increase was $51.1 million resulting from our acquisition of Rent., and there were $36.1 million such
expenses in 2021. Also included in the increase was $4.7 million resulting from our acquisition of Bay Equity,
and there were no such expenses in 2021. Excluding these expenses from Rent. and Bay Equity, marketing
expenses decreased by $1.2 million. The decrease was primarily attributable to a $2.1 million decrease in
marketing media costs. This was partially offset by a $2.8 million increase in personnel costs.
In 2022, general and administrative expenses increased by $34.7 million, or 17%, as compared with
2021. Included in the increase was $90.8 million resulting from our acquisition of Rent., and there were $71.5
million in such expenses in 2021. Also included in the increase was $22.8 million resulting from our acquisition
of Bay Equity, and there were no such expenses in 2021. Excluding these expenses from Rent. and Bay Equity,
general and administrative expenses decreased by $7.5 million. The decrease was primarily attributable to a
$7.3 million decrease in advertising campaign and contractor expenses for recruiting employees, and a $6.5
million decrease in acquisition transaction expenses. This was partially offset by a $4.2 million increase in
internet-based services, and a $2.2 million increase in personnel costs due to increased headcount.
In 2022, restructuring and reorganization expenses increased by $32.4 million and there were no such
expenses in 2021.
38
Table of Contents
Interest Income, Interest Expense, Income Tax (Expense) Benefit, Gain on Extinguishment of
Convertible Senior Notes, and Other (Expense) Income, Net
Year Ended December 31,
Change
2022
2021
Dollars
Percentage
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of convertible senior notes
Other (expense) income, net
Interest income, interest expense, income tax
(expense) benefit, gain on extinguishment of
convertible senior notes, and other (expense) income,
net
Percentage of revenue
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of convertible senior notes
Other (expense) income, net
Interest income, interest expense, income tax
(expense) benefit, gain on extinguishment of
convertible senior notes, and other (expense) income,
net
$
6,639
(8,886)
(116)
57,193
(3,770)
(in thousands, except percentages)
6,004
$
635
$
(7,491)
6,107
—
5,360
(1,395)
(6,223)
57,193
(9,130)
946 %
(19)
102
N/A
(170)
$
51,060
$
4,611
$
46,449
(1,007)
0.6 %
(0.8)
0.0
5.2
(0.3)
4.7 %
0.1 %
(0.7)
0.6
0.0
0.5
0.5 %
In 2022, interest income, interest expense, income tax (expense) benefit, gain on extinguishment of
convertible senior notes, and other (expense) income, net increased by $46.4 million as compared to the same
period in 2021.
Interest income increased by $6.0 million primarily due to higher interest rates on our cash, cash
equivalents, and investments compared with 2021.
Interest expense increased by $1.4 million primarily due to a full year of amortization for our 2027 notes
as compared to a partial year in 2021, resulting in $0.5 million in additional expense in 2022.
Income tax (expense) benefit decreased by $6.2 million primarily due to a one-time income tax benefit
from the Rent. acquisition in 2021, where no such benefit was recognized in 2022.
Gain on extinguishment of convertible senior notes increased by $57.2 million, due to our paying down
a portion of our 2025 notes at a discount, where there was no such activity in 2021. See Note 14 to our
consolidated financial statements for further information on these transactions.
In 2022, other income, net became other expense, net, a change of $9.1 million primarily due to (1) the
fair value of one of our investments being recorded in 2021, where we did not have this recording during 2022,
and the subsequent sale of that investment at a loss, (2) impairment of leases, and (3) losses on various
property and equipment disposals.
Quarterly Results of Operations and Key Business Metrics
The following tables set forth our unaudited quarterly statements of operations data for the most recent
eight quarters, as well as the percentage that each line item represents of our revenue for each quarter
presented. The information for each quarter has been prepared on a basis consistent with our consolidated
financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature
that are necessary for a fair presentation of the financial information contained in those statements. The
following quarterly financial data should be read in conjunction with our consolidated financial statements.
39
Table of Contents
Quarterly Results
Revenue
Cost of revenue(1)
Gross profit
Operating expenses:
Three Months Ended
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
Sep. 30,
2022
Jun. 30,
2022
Mar. 31,
2022
$ 218,077 $ 268,956 $ 275,556 $ 214,083 $ 221,935 $ 305,774 $ 349,049 $ 222,816
144,926
170,616
175,366
155,945
166,368
215,109
237,813
171,167
73,151
98,340
100,190
58,138
55,567
90,665
111,236
51,649
Technology and development(1)
Marketing(1)
General and administrative(1)
Restructuring and reorganization
44,098
20,332
52,206
768
44,392
24,095
55,380
—
47,141
33,033
61,765
6,106
47,663
40,403
69,439
1,053
43,247
23,956
60,751
13,954
43,335
33,242
57,976
284
46,822
55,922
68,523
12,406
45,521
42,189
56,141
5,709
Total
117,404
123,867
148,045
158,558
141,908
134,837
183,673
149,560
Loss from continuing operations
(44,253)
(25,527)
(47,855) (100,420)
(86,341)
(44,172)
(72,437)
(97,911)
Interest income
Interest expense
2,362
2,060
2,704
3,406
4,691
1,174
554
220
(4,233)
(1,603)
(1,766)
(1,922)
(2,238)
(2,219)
(2,217)
(2,212)
Income tax (expense) benefit
(97)
(239)
(233)
(410)
309
(132)
(159)
(134)
Gain on extinguishment of
convertible senior notes
Other expense, net
25,171
6,495
20,083
42,270
57,193
—
—
—
(1,848)
(158)
(145)
(234)
(693)
(902)
(264)
(1,911)
Net loss from continuing operations
$ (22,898) $ (18,972) $ (27,212) $ (57,310) $ (27,079) $ (46,251) $ (74,523) $ (101,948)
Net loss from continuing operations
attributable to common stock
Net loss from continuing operations
per share—diluted
$ (23,114) $ (19,307) $ (27,509) $ (57,536) $ (27,223) $ (46,523) $ (74,873) $ (102,742)
$
(0.20) $
(0.17) $
(0.25) $
(0.52) $
(0.25) $
(0.43) $
(0.70) $
(0.96)
(1) Includes stock-based compensation as follows:
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
Sep. 30,
2022
Jun. 30,
2022
Mar. 31,
2022
Three Months Ended
Cost of revenue
$
2,741 $
3,037 $
3,001 $
4,135 $
4,367 $
4,165 $
3,615 $
2,990
Technology and development
Marketing
General and administrative
8,352
1,312
3,148
8,391
1,337
6,035
8,241
1,254
5,025
8,127
1,245
5,320
6,135
1,052
4,504
6,353
1,002
4,904
6,768
894
4,009
7,109
1,043
4,109
Total
$ 15,553 $ 18,800 $ 17,521 $ 18,827 $ 16,058 $ 16,424 $ 15,286 $ 15,251
40
Table of Contents
Revenue
Cost of revenue(1)
Gross profit
Operating expenses
Technology and development(1)
Marketing(1)
General and administrative(1)
Restructuring and reorganization
Total
Loss from continuing operations
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of
convertible senior notes
Other expense, net
Three Months Ended
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
Sep. 30,
2022
Jun. 30,
2022
Mar. 31,
2022
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
(as a percentage of revenue)
66.5
33.5
20.2
9.3
23.9
0.4
53.8
(20.3)
1.1
(1.9)
—
11.5
(0.8)
63.4
36.6
16.5
9.0
20.6
0.0
46.1
(9.5)
0.8
(0.6)
(0.1)
2.4
(0.1)
63.6
36.4
17.1
12.0
22.4
2.2
53.7
72.8
27.2
22.3
18.9
32.4
0.5
74.0
75.0
25.0
19.5
10.8
27.3
6.3
63.9
70.3
29.7
14.2
10.9
19.0
0.1
44.2
68.1
31.9
13.4
16.0
19.6
3.6
52.6
76.8
23.2
20.4
18.9
25.2
2.6
67.1
(17.3)
(46.9)
(38.9)
(14.5)
(20.7)
(43.9)
1.0
(0.6)
(0.1)
7.3
(0.1)
1.6
(0.9)
(0.2)
19.7
(0.1)
2.1
(1.0)
0.1
25.8
(0.3)
0.4
(0.7)
0.0
0.0
(0.3)
0.2
(0.6)
0.0
0.0
(0.1)
0.1
(1.0)
(0.1)
0.0
(0.9)
Net loss from continuing operations
(10.4) %
(7.1) %
(9.8) %
(26.8) %
(12.2) %
(15.1) %
(21.4) %
(45.8) %
(1) Includes stock-based compensation as follows:
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
Sep. 30,
2022
Jun. 30,
2022
Mar. 31,
2022
Three Months Ended
(as a percentage of revenue)
Cost of revenue
1.3 %
1.1 %
1.1 %
1.9 %
2.0 %
1.4 %
1.0 %
1.3 %
Technology and development
Marketing
General and administrative
3.8
0.6
1.3
3.1
0.5
2.3
3.0
0.5
1.8
3.8
0.6
2.5
2.8
0.5
1.9
2.1
0.3
1.6
1.9
0.3
1.2
3.3
0.5
1.8
Total
7.0 %
7.0 %
6.4 %
8.8 %
7.2 %
5.4 %
4.4 %
6.9 %
Our revenue and cost of revenue have typically followed the seasonal pattern of the residential real
estate industry. As such, revenue and cost of revenue increase sequentially from the first quarter to the second
and third quarters. Fourth quarter revenue typically declines sequentially from the third quarter.
Our 2023 revenue and cost of revenue were impacted by macroeconomic conditions; see “Adverse
Macroeconomic Conditions and Our Associated Actions” under Item 7. We completed our acquisition of Bay
Equity on April 1, 2022. The acquisition increased revenue, cost of revenue, and operating expenses in the
second quarter, third quarter, and fourth quarter of 2022 over their seasonal pattern, because there were no
such results in prior quarters.
41
Table of Contents
Quarterly Key Business Metrics
Monthly average visitors (in
thousands)
Real estate services transactions
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
Sep. 30,
2022
Jun. 30,
2022
Mar. 31,
2022
43,861
51,309
52,308
50,440
43,847
50,785
52,698
51,287
Brokerage
Partner
Total
10,152
13,075
13,716
10,301
12,743
18,245
20,565
15,001
3,186
4,351
3,952
3,187
2,742
3,507
3,983
3,417
13,338
17,426
17,668
13,488
15,485
21,752
24,548
18,418
Real estate services revenue per
transaction
Brokerage
Partner
Aggregate
U.S. market share by units(1)
Revenue from top-10 Redfin markets
as a percentage of real estate
services revenue
$ 12,248
$ 12,704
$ 12,376
$ 11,556
$ 10,914
$ 11,103
$ 11,692
$ 11,191
2,684
2,677
2,756
2,592
2,611
2,556
2,851
2,814
9,963
10,200
10,224
9,438
9,444
9,725
10,258
9,637
0.72 %
0.78 %
0.75 %
0.79 %
0.76 %
0.80 %
0.83 %
0.79 %
55 %
56 %
55 %
53 %
57 %
58 %
59 %
57 %
Average number of lead agents
1,692
1,744
1,792
1,876
2,022
2,293
2,640
2,750
Mortgage originations by dollars (in
millions)
Mortgage originations by units (in
ones)
$ 885
$ 1,110
$ 1,282
$ 991
$ 1,036
$ 1,557
$ 1,565
$ 159
2,293
2,786
3,131
2,444
2,631
3,720
3,860
414
(1) Prior to the second quarter of 2022, we reported our U.S. market share based on the aggregate home value of our real estate services transactions, relative
to the aggregate value of all U.S. home sales, which we computed based on the mean sale price of U.S. homes provided by the National Association of
REALTORS® (“NAR”). Beginning in the second quarter of 2022, NAR (1) revised its methodology of computing the mean sale price, (2) restated its previously
reported mean sale price beginning from January 2020 (and indicated that previously reported mean sale price prior to January 2020 is not comparable), and
(3) discontinued publication of the mean sale price as part of its primary data set. Due to these changes, as of the second quarter of 2022, we report our U.S.
market share based on the number of homes sold, rather than the dollar value of homes sold. Our market share by number of homes sold has historically been
lower than our market share by dollar value of homes sold. We also stopped reporting the aggregate home value of our real estate services transactions.
Similar to our revenue, monthly average visitors to our website and mobile application has typically
followed the seasonal pattern of the residential real estate industry. Monthly average visitors in 2022 were
impacted by adverse macroeconomic conditions. See section “Adverse Macroeconomic Conditions and Our
Associated Actions” under Item 7.
Segment Financial Information
The tables below present, for each of our reportable and other segments, financial information on a
GAAP basis and adjusted EBITDA, which is a non-GAAP financial measure, for the years ended December 31,
2023, 2022, and 2021.
See Note 3 to our consolidated financial statements for more information regarding our GAAP segment
reporting.
To supplement our consolidated financial statements that are prepared and presented in accordance
with GAAP, we also compute and present adjusted EBITDA, which is a non-GAAP financial measure. We
believe adjusted EBITDA is useful for investors because it enhances period-to-period comparability of our
financial statements on a consistent basis and provides investors with useful insight into the underlying trends of
the business. The presentation of this financial measure is not intended to be considered in isolation or as a
substitute of, or superior to, our financial information prepared and presented in accordance with GAAP. Our
calculation of adjusted EBITDA may be different from adjusted EBITDA or similar non-GAAP financial measures
used by other companies, limiting its usefulness for comparison purposes. Our adjusted EBITDA for the years
ended December 31, 2023, 2022, and 2021 is presented below, along with a reconciliation of adjusted EBITDA
to net (loss) income from continuing operations.
42
Table of Contents
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
(Loss) income from continuing operations
Interest income, interest expense, income tax
expense, gain on extinguishment of convertible
senior notes, and other expense, net
Year ended December 31, 2023
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$ 618,577 $ 184,812 $ 134,108 $
39,175 $
— $ 976,672
462,625
155,952
42,086
142,726
118,178
15,930
23,964
15,211
—
—
646,853
329,819
108,201
59,746
76,851
—
63,934
53,952
94,252
503
2,871
4,064
25,012
—
244,798
212,641
31,947
(88,846)
(69,915)
(16,017)
4,504
60
4,017
—
8,581
6,630
3,784
41
38,658
7,424
49,907
183,294
117,863
238,790
7,927
547,874
(49,907)
(218,055)
59
215
(392)
712
91,069
91,663
Net (loss) income from continuing operations
$
(88,787) $
(69,700) $
(16,409) $
7,342 $
41,162 $
(126,392)
(1) Included in revenue is $1.2 million from providing services to our discontinued properties segment.
Net (loss) income from continuing operations
Interest income(1)
Interest expense(2)
Income tax expense
Depreciation and amortization
Stock-based compensation(3)
Acquisition-related costs(4)
Restructuring and reorganization(5)
Impairment(6)
Gain on extinguishment of convertible senior
notes
Year ended December 31, 2023
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$
(88,787) $
(69,700) $
(16,409) $
7,342 $
41,162 $
(126,392)
(59)
(338)
(11,238)
(712)
(9,407)
(21,754)
—
—
16,020
44,002
—
—
—
—
—
123
39,876
14,653
—
503
—
—
12,055
289
3,864
1,466
—
—
—
—
—
—
1,002
2,246
—
—
—
—
9,417
567
2,000
8,334
8
7,424
1,948
21,472
979
62,762
70,701
8
7,927
1,948
(94,019)
(94,019)
Adjusted EBITDA
$
(28,824) $
(14,883) $
(9,973) $
9,878 $
(32,566) $
(76,368)
(1) Interest income includes $11.2 million of interest income related to originated mortgage loans for the year ended December 31, 2023.
(2) Interest expense includes $11.9 million of interest expense related to our warehouse credit facilities for the year ended December 31, 2023.
(3) Stock-based compensation consists of expenses related to stock options, restricted stock units, and our employee stock purchase program. See Note 11 to
our consolidated financial statements for more information.
(4) Acquisition-related costs consist of fees for external advisory, legal, and other professional services incurred in connection with our acquisition of other
companies.
(5) Restructuring and reorganization expenses primarily consist of personnel-related costs associated with employee terminations, furloughs, or retention due to
the restructuring and reorganization activities.
(6) Impairment consists of impairment losses due to subleasing two of our operating leases.
43
Table of Contents
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
Loss from continuing operations
Interest income, interest expense, income tax
benefit, gain on extinguishment of convertible
senior notes, and other expense, net
Year ended December 31, 2022
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$ 787,076 $ 155,910 $ 132,904 $
23,684 $
— $ 1,099,574
608,027
179,049
33,416
122,494
126,552
6,352
22,460
1,224
—
—
790,455
309,119
105,196
98,673
88,171
—
59,899
51,064
92,728
—
6,034
4,889
25,680
—
292,040
203,691
36,603
3,591
199
3,307
—
7,097
4,204
484
33,504
32,353
70,545
178,924
155,309
243,390
32,353
609,976
(112,991)
(81,197)
(30,251)
(5,873)
(70,545)
(300,857)
(123)
1,389
(114)
140
49,768
51,060
Net loss from continuing operations
$
(113,114) $
(79,808) $
(30,365) $
(5,733) $
(20,777) $
(249,797)
(1) Included in revenue is $17.8 million from providing services to our discontinued properties segment.
Net loss from continuing operations
Interest income(1)
Interest expense(2)
Income tax expense
Depreciation and amortization
Stock-based compensation(3)
Acquisition-related costs(4)
Restructuring and reorganization(5)
Impairment(6)
Gain on extinguishment of convertible senior
notes
Adjusted EBITDA
Year ended December 31, 2022
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$
(113,114) $
(79,808) $
(30,365) $
(5,733) $
(20,777) $
(249,797)
—
—
—
17,526
36,652
—
—
—
—
(24)
(10,499)
(143)
(6,447)
(17,113)
—
(1,077)
38,683
11,319
—
—
—
—
8,580
—
3,438
4,132
—
—
—
—
—
—
1,089
1,496
—
—
—
—
8,778
1,193
1,836
9,420
2,437
32,353
1,136
17,358
116
62,572
63,019
2,437
32,353
1,136
(57,193)
(57,193)
$
(58,936) $
(30,907) $
(24,714) $
(3,291) $
(27,264) $
(145,112)
(1) Interest income includes $10.5 million of interest income related to originated mortgage loans for the year ended December 31, 2022.
(2) Interest expense includes $8.5 million of interest expense related to our warehouse credit facilities for the year ended December 31, 2022.
(3) Stock-based compensation consists of expenses related to stock options, restricted stock units, and our employee stock purchase program. See Note 11 to
our consolidated financial statements for more information.
(4) Acquisition-related costs consist of fees for external advisory, legal, and other professional services incurred in connection with our acquisition of other
companies.
(5) Restructuring and reorganization expenses primarily consist of personnel-related costs associated with employee terminations, furloughs, or retention due to
the restructuring and reorganization activities from our acquisitions of Bay Equity and Rent., and from our June and October 2022 workforce reductions.
(6) Impairment consists of an impairment loss due to subleasing one of our operating leases.
44
Table of Contents
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Total operating expenses
Income (loss) from continuing operations
Interest income, interest expense, and other
income, net
Year ended December 31, 2021
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$ 903,334 $ 121,877 $
19,818 $
13,609 $
— $ 1,058,638
603,320
300,014
21,739
100,138
26,096
14,264
(6,278)
(655)
—
—
665,419
393,219
81,588
98,746
84,655
264,989
35,025
41,492
36,174
71,943
149,609
10,396
561
8,306
19,263
2,528
209
2,288
5,025
7,477
1,161
41,530
50,168
143,481
136,851
208,722
489,054
(49,471)
(25,541)
(5,680)
(50,168)
(95,835)
(87)
3,301
3
2
1,392
4,611
Net income (loss) from continuing operations
$
34,938 $
(46,170) $
(25,538) $
(5,678) $
(48,776) $
(91,224)
(1) Included in revenue is $16.5 million from providing services to our discontinued properties segment.
Net income (loss) from continuing operations
Interest income(1)
Interest expense(2)
Income tax expense
Depreciation and amortization
Stock-based compensation(3)
Acquisition-related costs(4)
Adjusted EBITDA
Year ended December 31, 2021
Real estate
services
Rentals
Mortgage
Other
Corporate
Overhead
Total
$
34,938 $
(46,170) $
(25,538) $
(5,678) $
(48,776) $
(91,224)
—
—
—
13,282
34,662
—
—
—
(2,699)
27,607
1,311
—
(1,598)
(2)
(629)
1,666
—
1,406
2,985
—
—
—
761
856
—
7,490
(3,408)
1,962
9,731
7,925
(2,229)
9,156
(6,107)
45,018
49,545
7,925
$
82,882 $
(19,951) $
(21,079) $
(4,063) $
(25,705) $
12,084
(1) Interest income includes $1.6 million of interest income related to originated mortgage loans for the year ended December 31, 2021.
(2) Interest expense includes $1.7 million of interest expense related to our warehouse credit facilities for the year ended December 31, 2021.
(3) Stock-based compensation consists of expenses related to stock options, restricted stock units, and our employee stock purchase program. See Note 11 to
our consolidated financial statements for more information.
(4) Acquisition-related costs consist of fees for external advisory, legal, and other professional services incurred in connection with our acquisitions.
Liquidity and Capital Resources
As of December 31, 2023, we had cash and cash equivalents of $149.8 million and investments of
$45.1 million, which consist primarily of operating cash on deposit with financial institutions, money market
instruments, U.S. treasury securities, and agency bonds.
As of December 31, 2023, we had $696.6 million aggregate principal amount of convertible senior notes
outstanding across two issuances maturing between October 15, 2025 and April 1, 2027. See Note 14 to our
consolidated financial statements for our obligations to pay semi-annual interest and to repay any outstanding
amounts at the notes' maturity. In addition, our 2023 convertible senior notes were fully repaid in cash on July
15, 2023. During the year ended December 31, 2023, we repurchased and retired $320.3 million of our 2025
convertible senior notes pursuant to the repurchase program authorized by our board of directors on October
17, 2022, using $241.8 million in cash. As of December 31, 2023, we have repurchased a total of $462.8 million
of our 2025 convertible senior notes, using $325.4 million in cash. As of December 31, 2023, we have $124.6
million remaining under the repurchase program for future repurchases. On October 19, 2023, our board of
directors increased the amount of cash authorized for use in the existing note repurchase program from $300.0
million in aggregate to $450.0 million in aggregate. The repurchase program includes both our 2025 and 2027
convertible senior notes. The program has no expiration date and will continue until suspended, terminated, or
modified by our board of directors.
In addition, as part of the closing of our term loan, we repurchased and retired $76.9 million of our 2025
and 2027 convertible senior notes, using $50.8 million in cash. As of December 31, 2023, we had $124.7 million
principal amount of our term loan, maturing on October 20, 2028.
Also, as of December 31, 2023, we had 40,000 shares of convertible preferred stock outstanding. See
Note 10 to our consolidated financial statements for our obligations to pay quarterly interest and to redeem any
outstanding shares on November 30, 2024.
45
Table of Contents
Our mortgage business has significant cash requirements due to the period of time between its
origination of a mortgage loan and the sale of that loan. We have relied on warehouse credit facilities with
different lenders to fund substantially the entire portion of the mortgage loans that our mortgage business
originates. Once our mortgage business sells a loan in the secondary mortgage market, we use the proceeds to
reduce the outstanding balance under the related facility. See Note 14 to our consolidated financial statements
for more information regarding our warehouse credit facilities.
We believe that our existing cash and cash equivalents and investments, together with cash we expect
to generate from future operations, and borrowings from our mortgage warehouse credit facilities, will provide
sufficient liquidity to meet our operational needs and our growth, and fulfill our payment obligations with respect
to our convertible senior notes and convertible preferred stock. However, our liquidity assumptions may change
or prove to be incorrect, and we could exhaust our available financial resources sooner than we currently
expect. As a result, we may seek new sources of credit financing or elect to raise additional funds through
equity, equity-linked, or debt financing arrangements. We cannot assure you that any additional financing will be
available to us on acceptable terms or at all.
Our title and settlement business holds cash in escrow that we do not record in our consolidated
balance sheets. See Note 7 to our consolidated financial statements for more information regarding these
amounts.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Year Ended December 31,
2023
2022
2021
(in thousands)
Net cash provided by (used in) operating activities
$
56,758 $
40,491 $
Net cash provided by (used in) investing activities
Net cash (used in) provided by financing activities
97,482
(245,415)
(184,338)
(332,094)
(301,568)
(576,306)
650,341
Net Cash Provided By (Used In) Operating Activities
Our operating cash flows result primarily from cash generated by commissions paid to us from our real
estate services business and sales of homes from our discontinued properties business. Our primary uses of
cash from operating activities include payments for personnel-related costs, including employee benefits and
bonus programs, marketing and advertising activities, purchases of homes for our properties business, office
and occupancy costs, and outside services costs. Additionally, our mortgage business generates a significant
amount operating cash flow activity from the origination and sale of loans held for sale.
Net cash provided by operating activities was $56.8 million for the year ended December 31, 2023,
primarily attributable to changes in assets and liabilities of $126.1 million and $60.7 million of non-cash items
related to stock-based compensation, depreciation and amortization, changes in the fair value of mortgage
servicing rights, gain on extinguishment of convertible senior notes, amortization of debt discounts and
issuances costs, lease expense related to right-of-use assets, and other non-cash items. This was offset by a
net loss of $130.0 million. The primary source of cash related to changes in our assets and liabilities was a
$114.2 million decrease in inventory related to our properties business. The primary use of cash related to
changes in our assets and liabilities was a $20.4 million decrease in accounts payable and accrued and other
liabilities related to the timing of vendor payments and payroll-related expenses.
Net cash provided by operating activities was $40.5 million for the year ended December 31, 2022,
primarily attributable to changes in assets and liabilities of $244.7 million and $116.9 million of non-cash items
related to stock-based compensation, depreciation and amortization, gain on extinguishment of convertible
senior notes, amortization of debt discounts and issuance costs, lease expense related to right-of-use assets,
and other non-cash items. This was offset by a net loss of $321.1 million. The primary source of cash related to
changes in our assets and liabilities was a $243.9 million decrease in inventory related to the wind-down of
RedfinNow. The primary use of cash related to changes in our assets and liabilities was a $48.9 million
decrease in accounts payable and accrued and other liabilities related to the timing of vendor payments and
payroll related expenses.
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Table of Contents
Net cash used in operating activities was $301.6 million for the year ended December 31, 2021,
primarily attributable to a net loss of $109.6 million, offset by $114.8 million of non-cash items related to stock-
based compensation, depreciation and amortization expenses, amortization of debt discounts and issuances
costs, lease expense related to right-of-use assets, impairment charges related to one of our cost-method
investments, and other non-cash items. Changes in assets and liabilities decreased cash used in operating
activities by $306.8 million. The primary source of cash related to changes in our assets and liabilities was a
$28.9 million increase in accounts payable and other accrued liabilities related to the timing of vendor payments
and payroll related expenses. The primary use of cash related to changes in our assets and liabilities was a
$309.1 million increase in inventory related to our properties business.
Net Cash Provided By (Used In) Investing Activities
Our primary investing activities include acquisitions of other companies and the purchase of
investments and property and equipment, primarily related to capitalized software development expenses and
leasehold improvements.
Net cash provided by investing activities was $97.5 million for the year ended December 31, 2023,
primarily attributable to $109.5 million in net sales and maturities of U.S. government securities, partially offset
by $12.1 million in purchases of property and equipment.
Net cash used in investing activities was $184.3 million for the year ended December 31, 2022,
primarily attributable to cash paid for our acquisition of Bay Equity of $97.3 million, $65.5 million in net
investments in U.S. government securities, and $21.5 million in purchases of property and equipment.
Net cash used in investing activities was $576.3 million for the year ended December 31, 2021,
primarily attributable to cash paid for our acquisition of Rent. of $608.0 million, $59.2 million in net investments
in U.S. government securities, and $17.6 million of capitalized software development expenses.
Net Cash (Used In) Provided By Financing Activities
Our primary financing activities have come from (i) our initial public offering in August 2017, (ii) sales of
our common stock and 2023 notes in July 2018, our common stock and convertible preferred stock in April
2020, our 2025 notes in October 2020, and our 2027 notes in March 2021, (iii) our term loan entered into in
October 2023, and (iv) the sale of our common stock pursuant to stock option exercises and our ESPP.
Additionally, we generate a significant amount of financing cash flow activity due to borrowings from and
repayments to our warehouse credit facilities and, historically, our secured revolving credit facility, which we
terminated on December 29, 2022.
Net cash used in financing activities was $245.4 million for the year ended December 31, 2023,
primarily attributable to $241.8 million used in connection with repurchases of our 2025 notes, $57.1 million
used to extinguish a portion of our 2025 and 2027 notes as part of the closing of our term loan, $23.5 million
used to pay the remaining principal of our 2023 notes, and a $38.5 million decrease in net borrowings under our
warehouse credit facilities. This was partially offset by $125.0 million cash proceeds from the closing of our term
loan.
Net cash used in financing activities was $332.1 million for the year ended December 31, 2022,
primarily attributable to a $199.8 million decrease in net borrowings under our secured revolving credit facility,
$83.6 million used in connection with repurchases of our 2025 notes, and a $51.1 million decrease in net
borrowings under our warehouse credit facilities.
Net cash provided by financing activities was $650.3 million for the year ended December 31, 2021,
primarily attributable to $498.9 million in net proceeds from the issuance of our 2027 notes offering, a
$175.8 million increase in net borrowings under our secured revolving credit facility, and $22.8 million in
proceeds from the issuance of common stock pursuant to our equity compensation plans.
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Table of Contents
Critical Accounting Policies and Estimates
Discussion and analysis of our financial condition and results of operations are based on our financial
statements, which have been prepared in accordance with GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and
related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the financial
statements. Generally, we base our estimates on historical experience and on various other assumptions in
accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions.
Critical accounting policies and estimates are those that we consider the most important to the portrayal
of our financial condition and results of operations because they require our most difficult, subjective, or
complex judgments, often as a result of the need to make estimates about the effect of matters that are
inherently uncertain. Based on this definition, we have identified the critical accounting policies and estimates
addressed below. In addition, we have other key accounting policies and estimates that are described in Note 1
to our consolidated financial statements.
Revenue Recognition
Our key revenue components are brokerage revenue, partner revenue, rentals revenue, mortgage
revenue, and other revenue. Of these, we consider the most critical of our revenue recognition policies to be
those related to commissions and fees charged on brokerage transactions closed by our lead agents. We
recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of
any commission refunds, closing-cost reductions, or promotional offers that may result in a material right. We
determined that brokerage revenue primarily contains a single performance obligation that is satisfied upon the
closing of a transaction, at which point the entire transaction price is earned. We evaluate our brokerage
contracts and promotional pricing to determine if there are any additional material rights and allocate the
transaction price based on standalone selling prices.
Rentals revenue is primarily recognized on a straight-line basis over the term of the contract, which is
generally less than one year. Revenue is presented net of sales allowances, which are not material.
Mortgage revenue is recognized (1) when an interest rate lock commitment is made to a customer,
adjusted for a pull-through percentage, (2) for origination fees, when the purchase or refinance of a loan is
complete, and (3) when the fair value of our interest rate lock commitments, forward sale commitments, and
loans held for sale are recorded at current market quotes.
We have utilized the practical expedient in ASC 606, Revenue from Contracts with Customers, and
elected not to capitalize contract costs for contracts with customers with durations less than one year. We do
not have significant remaining performance obligations or contract balances.
See Note 1 to our consolidated financial statements for further discussion of our revenue recognition
policy.
Acquired Intangible Assets and Goodwill
We recognize separately identifiable intangible assets acquired in a business combination. Determining
the fair value of the intangible assets acquired requires management’s judgment, often utilizes third-party
valuation specialists, and involves the use of significant estimates and assumptions with respect to the timing
and amounts of future cash flows, discount rates, replacement costs, and asset lives, among other estimates.
The judgments made in the determination of the estimated fair value assigned to the intangible assets
acquired and the estimated useful life of each asset could significantly impact our consolidated financial
statements in periods after the acquisition, such as through depreciation and amortization expense.
We evaluate intangible assets for impairment whenever events or circumstances indicate that they may
not be recoverable. We measure recoverability by comparing the carrying amount of an asset group to future
undiscounted net cash flows expected to be generated.
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Table of Contents
Goodwill represents the excess of the purchase price over the fair value of the net tangible assets and
identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is subject to
impairment testing. We assess the impairment of goodwill on an annual basis, during the fourth quarter, or
whenever events or changes in circumstances indicate that goodwill may be impaired. We assess goodwill for
possible impairment by performing a qualitative assessment to determine whether it is more likely than not that
the fair value of the reporting unit is less than its carrying amount. When utilizing a quantitative assessment, we
determine fair value at the reporting unit level based on a combination of an income approach and market
approach. The income approach is based on estimated future cash flows, discounted at a rate that
approximates the cost of capital of a market participant, while the market approach is based on guideline public
company multiples and adjusted for the specific size and risk profile of the reporting units.
Based on our annual goodwill impairment test performed in the fourth quarter of 2023, the estimated fair
values of all reporting units substantially exceeded their carrying values. No goodwill impairment charges were
recorded in fiscal 2023 or 2022.
Debt Issuances
On October 20, 2023, we entered into a definitive agreement with Apollo Capital Management, L.P. and
its affiliates (“Apollo”) whereby Apollo agreed to commit up to $250 million of financing for us in the form of a first
lien term loan facility. We borrowed half of the loan on October 20, 2023 and the remainder will be available as
a delayed draw during the following 12 months. As part of the transaction, we repurchased $5 million principal
amount of our 2025 convertible notes held by Apollo and $71.9 million principal amount of 2027 convertible
notes held by Apollo for an aggregate repurchase price of $57.1 million using cash on our balance sheet. See
Note 14 to our consolidated financial statements for a further description of this transaction.
We considered the nature of this debt issuance, the associated fees, and the associated gains or losses
on the repurchases of convertible notes as part of our recording of this transaction.
Recent Accounting Standards
For information on recent accounting standards, see Note 1 to our consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary operations are within the United States and in the first quarter of 2019 we launched limited
operations in Canada. We are exposed to market risks in the ordinary course of our business. These risks
primarily consist of fluctuations in interest rates.
Interest Rate Risk
Our investment policy allows us to maintain a portfolio of cash equivalents and investments in a variety
of securities, including U.S. treasury and agency issues, bank certificates of deposit that are 100% insured by
the Federal Deposit Insurance Corporation, and SEC-registered money market funds that consist of a minimum
of $1 billion in assets and meet the above requirements. The goals of our investment policy are liquidity and
capital preservation. We do not enter into investments for trading or speculative purposes.
As of December 31, 2023, we had cash and cash equivalents of $149.8 million and investments of
$45.1 million. Our investments are composed of available-for-sale securities that consist primarily of U.S.
treasury securities with maturities of two years or less. We believe we do not have any material exposure to
changes in the fair value of these assets as a result of changes in interest rates due to the relatively short-term
nature and risk profile of our portfolio. Declines in interest rates, however, would reduce future investment
income. Assuming no change in our outstanding cash, cash equivalents, and investments during the first
quarter of 2024, a hypothetical 10% change in interest rates, occurring during and sustained throughout that
quarter, would not have a material impact on our financial results for that quarter.
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Table of Contents
We are exposed to interest rate risk on our mortgage loans held for sale and IRLCs associated with our
mortgage loan origination services. We manage this interest rate risk through the use of forward sales
commitments on both a best efforts whole loans basis and on a mandatory basis. Forward sales commitments
entered into on a mandatory basis are done through the use of commitments to sell mortgage-backed
securities. We do not enter into or hold derivatives for trading or speculative purposes. The fair value of our
IRLCs and forward sales commitments are reflected in other current assets and accrued and other liabilities, as
applicable, with changes in the fair value of these commitments recognized as revenue. The net fair value
change for the periods presented were not material. See Note 4 to our consolidated financial statements for a
summary of the fair value of our forward sales commitments and our IRLCs.
Foreign Currency Exchange Risk
As our operations in Canada have been limited, and we do not maintain a significant balance of foreign
currency, we do not currently face significant foreign currency exchange rate risk.
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Table of Contents
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID No.34)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Loss
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity
Index to Notes to Consolidated Financial Statements
Page
52
55
56
57
59
61
51
Index to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Redfin Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Redfin Corporation and subsidiaries (the
"Company") as of December 31, 2023 and 2022, the related consolidated statements of comprehensive loss,
cash flows, and changes in mezzanine equity and stockholders' equity, for each of the three years in the period
ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2024, expressed an
unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
As discussed in Note 2 to the financial statements, the accompanying financial statements have been
retrospectively adjusted for discontinued operations.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates
to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any
way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
52
Index to Consolidated Financial Statements
Convertible Senior Notes –Transaction with Apollo –– Refer to Footnote 14 to the Financial Statements
Critical Audit Matter Description
During the year ended December 31, 2023, the Company entered into an agreement with Apollo Capital
Management, L.P. and its affiliates (“Apollo”), who committed up to $250 million of financing for the Company.
As part of the agreement, the Company borrowed $125 million on the initial agreement date, with the remainder
being available as a delayed draw term loan during the following 12 months. As part of the transaction, the
Company repurchased existing convertible notes due in 2025 and 2027 that were held by Apollo. Management
determined the repurchase of existing convertible notes held by Apollo represented an extinguishment. This
resulted in the Company recognizing a gain of $18.815 million related to the extinguishment of the convertible
notes.
Given the significant judgment required by management in evaluating the transaction with Apollo and whether
the related repurchase of convertible notes represented an extinguishment, we identified the accounting for this
transaction as a critical audit matter. Auditing the Company’s accounting for the transaction with Apollo and
related repurchase of convertible notes required a high degree of auditor judgment and an increased extent of
effort due to the nature and extent of specialized skill and knowledge required.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s accounting for the transaction with Apollo and related
repurchase of convertible notes included the following, among others:
• We tested the effectiveness of controls over the Company’s accounting for the transaction with Apollo,
including the related extinguishment of convertible notes.
• With the assistance of professionals within our firm having expertise in accounting for debt transactions,
we read the underlying agreements and evaluated the Company's accounting analysis for the
transaction with Apollo under accounting principles generally accepted in the United States of America,
including the determination of the balance sheet classification of the Apollo term loan, identification of
any derivatives included in the arrangements, and determination that repurchase of the convertible
notes represented an extinguishment.
/s/ Deloitte & Touche LLP
Seattle, Washington
February 27, 2024
We have served as the Company's auditor since 2013.
53
Index to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Redfin Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Redfin Corporation and subsidiaries (the
“Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31,
2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Seattle, Washington
February 27, 2024
54
Index to Consolidated Financial Statements
Redfin Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
December 31,
2023
2022
Assets
Current assets
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net of allowances for credit losses of $3,234 and $2,223
Loans held for sale
Prepaid expenses
Other current assets
Current assets of discontinued operations
Total current assets
Property and equipment, net
Right-of-use assets, net
Mortgage servicing rights, at fair value
Long-term investments
Goodwill
Intangible assets, net
Other assets, noncurrent
Noncurrent assets of discontinued operations
Total assets
Liabilities, mezzanine equity, and stockholders' equity
Current liabilities
Accounts payable
Accrued and other liabilities
Warehouse credit facilities
Convertible senior notes, net
Lease liabilities
Current liabilities of discontinued operations
Total current liabilities
Lease liabilities, noncurrent
Convertible senior notes, net, noncurrent
Term loan
Deferred tax liabilities
Noncurrent liabilities of discontinued operations
Total liabilities
Commitments and contingencies (Note 7)
Series A convertible preferred stock—par value $0.001 per share; 10,000,000 shares
authorized; 40,000 and 40,000 shares issued and outstanding at December 31, 2023 and
2022, respectively
Stockholders’ equity
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 117,372,171
and 109,696,178 shares issued and outstanding at December 31, 2023 and 2022,
respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
$
149,759 $
1,241
41,952
51,738
159,587
33,296
7,472
—
445,045
46,431
31,763
32,171
3,149
461,349
123,284
10,456
—
232,200
2,406
122,259
46,375
199,604
34,006
7,449
132,159
776,458
54,939
40,889
36,261
29,480
461,349
162,272
11,247
1,309
$
$
1,153,648 $
1,574,204
10,507 $
90,360
151,964
—
15,609
—
268,440
29,084
688,737
124,416
264
—
11,065
106,763
190,509
23,431
18,560
4,311
354,639
36,906
1,078,157
—
243
392
1,110,941
1,470,337
39,959
39,914
117
826,146
(182)
(823,333)
2,748
110
757,951
(801)
(693,307)
63,953
Total liabilities, mezzanine equity, and stockholders’ equity
$
1,153,648 $
1,574,204
See Notes to the consolidated financial statements.
55
Index to Consolidated Financial Statements
Redfin Corporation and Subsidiaries
Consolidated Statements of Comprehensive Loss
(in thousands, except share and per share amounts)
Revenue
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
Loss from continuing operations
Interest income
Interest expense
Income tax (expense) benefit
Gain on extinguishment of convertible senior notes
Other (expense) income, net
Net loss from continuing operations
Net loss from discontinued operations
Net loss
Year Ended December 31,
2023
2022
2021
$
976,672 $
1,099,574 $
1,058,638
646,853
329,819
183,294
117,863
238,790
7,927
547,874
790,455
309,119
178,924
155,309
243,390
32,353
609,976
(218,055)
(300,857)
10,532
(9,524)
(979)
94,019
(2,385)
6,639
(8,886)
(116)
57,193
(3,770)
(126,392)
(3,634)
(249,797)
(71,346)
665,419
393,219
143,481
136,851
208,722
—
489,054
(95,835)
635
(7,491)
6,107
—
5,360
(91,224)
(18,389)
$
(130,026) $
(321,143) $
(109,613)
Dividends on convertible preferred stock
(1,074)
(1,560)
(7,269)
Net loss from continuing operations attributable to common stock—basic and
diluted
Net loss attributable to common stock—basic and diluted
Net loss from continuing operations per share attributable to common stock—
basic and diluted
Net loss per share attributable to common stock—basic and diluted
$
$
$
$
(127,466) $
(251,357) $
(98,493)
(131,100) $
(322,703) $
(116,882)
(1.13) $
(1.16) $
(2.33) $
(2.99) $
(0.94)
(1.12)
Weighted-average shares used to compute net loss per share attributable to
common stock—basic and diluted
113,152,752
107,927,464
104,683,460
Net loss
Other comprehensive income
Foreign currency translation adjustments
Unrealized gain on available-for-sale securities
$
(130,026) $
(321,143) $
(109,613)
(71)
690
94
533
6
379
Comprehensive loss
$
(129,407) $
(320,516) $
(109,228)
See Notes to the consolidated financial statements.
56
Index to Consolidated Financial Statements
Redfin Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Operating Activities
Net loss
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation and amortization
Stock-based compensation
Amortization of debt discount and issuance costs
Non-cash lease expense
Impairment costs
Net (gain) loss on IRLCs, forward sales commitments, and loans held for
sale
Change in fair value of mortgage servicing rights, net
Gain on extinguishment of convertible senior notes
Other
Change in assets and liabilities:
Accounts receivable, net
Inventory
Prepaid expenses and other assets
Accounts payable
Accrued and other liabilities, deferred tax liabilities, and payroll tax
liabilities, noncurrent
Lease liabilities
Origination of mortgage servicing rights
Proceeds from sale of mortgage servicing rights
Origination of loans held for sale
Proceeds from sale of loans originated as held for sale
Net cash provided by (used in) operating activities
Investing activities
Purchases of property and equipment
Purchases of investments
Sales of investments
Maturities of investments
Year Ended December 31,
2023
2022
2021
$
(130,026) $
(321,143) $
(109,613)
62,851
70,935
3,620
16,269
1,948
(1,992)
3,198
(94,019)
(2,113)
3,286
114,232
6,004
(1,323)
(19,085)
(18,998)
(565)
1,457
64,907
68,257
6,137
16,234
1,136
14,427
(801)
(57,193)
3,791
24,411
243,948
(5,904)
(2,472)
(46,454)
(18,452)
(3,140)
1,662
(3,525,987)
(3,949,442)
3,567,066
56,758
4,000,582
40,491
(12,056)
(76,866)
124,681
61,723
(21,531)
(182,466)
17,545
99,455
46,906
54,722
4,989
11,630
—
815
—
—
(4,227)
(7,149)
(309,063)
(12,248)
3,059
25,791
(13,268)
—
—
(986,982)
993,070
(301,568)
(27,492)
(146,274)
98,687
106,773
Cash paid for acquisition, net of cash, cash equivalents, and restricted
cash acquired
—
(97,341)
(608,000)
Net cash provided by (used in) investing activities
97,482
(184,338)
(576,306)
Financing activities
Proceeds from the issuance of common stock pursuant to employee equity
plans
Tax payments related to net share settlements on restricted stock units
Borrowings from warehouse credit facilities
Repayments to warehouse credit facilities
Borrowings from secured revolving credit facility
Repayments to secured revolving credit facility
Cash paid for secured revolving credit facility issuance costs
Proceeds from issuance of convertible senior notes, net of issuance costs
Purchases of capped calls related to convertible senior notes
Conversions of convertible senior notes
Principal payments under finance lease obligations
Repurchases of convertible senior notes
Repayments of convertible senior notes
Repayment of term loan principal
Extinguishment of convertible senior notes associated with closing of term
loan
Payments of debt issuance costs
Proceeds from term loan
Other financing payables
9,613
11,528
(16,348)
(7,498)
3,532,119
3,938,265
(3,570,664)
(3,989,407)
—
—
—
—
—
—
(89)
(241,808)
(23,512)
(313)
(57,075)
(2,338)
125,000
—
565,334
(765,114)
(733)
—
—
—
(855)
(83,614)
—
—
—
—
—
—
Net cash (used in) provided by financing activities
(245,415)
(332,094)
22,772
(27,066)
942,993
(948,979)
624,828
(448,996)
(527)
561,529
(62,647)
(2,159)
(796)
—
—
—
—
—
—
(10,611)
650,341
57
Index to Consolidated Financial Statements
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(71)
(94)
(6)
Net change in cash, cash equivalents, and restricted cash
(91,246)
(476,035)
(227,539)
Cash, cash equivalents, and restricted cash:
Beginning of period(1)
End of period(2)
Supplemental disclosure of cash flow information
Cash paid for interest
Non-cash transactions
Stock-based compensation capitalized in property and equipment
Property and equipment additions in accounts payable and accrued
liabilities
Leasehold improvements paid directly by lessor
(1) Cash, cash equivalents, and restricted cash consisted of the following:
Continuing operations
Cash and cash equivalents
Restricted cash
Total
Discontinued operations
Cash and cash equivalents
Restricted cash
Total
$
$
242,246
718,281
151,000 $
242,246 $
945,820
718,281
15,589 $
20,107 $
7,592
4,003
34
20
3,660
99
118
4,059
659
1,334
As of December 31,
2023
2022
2021
$
149,759 $
232,200 $
571,384
1,241
151,000
2,406
234,606
—
—
—
7,640
—
7,640
5,244
576,628
19,619
122,034
141,653
718,281
Total cash, cash equivalents, and restricted cash
$
151,000 $
242,246 $
See Notes to the consolidated financial statements.
58
Index to Consolidated Financial Statements
Redfin Corporation and Subsidiaries
Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity
(in thousands, except share amounts)
59
Index to Consolidated Financial Statements
Series A Convertible
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Balance, December 31, 2020
Issuance of convertible preferred stock, net
Issuance of common stock as dividend on convertible preferred stock
Issuance of common stock pursuant to employee stock purchase
program
Issuance of common stock pursuant to exercise of stock options
Issuance of common stock pursuant to settlement of restricted stock
units
Common stock surrendered for employees' tax liability upon settlement
of restricted stock units
Cumulative-effect adjustment from accounting changes
Purchases of capped calls related to convertible senior notes
Issuance of common stock in connection with conversion of convertible
senior notes
Stock-based compensation
Other comprehensive loss
Net loss
Balance, December 31, 2021
Issuance of convertible preferred stock, net
Issuance of common stock as dividend on convertible preferred stock
Issuance of common stock pursuant to employee stock purchase
program
Issuance of common stock pursuant to exercise of stock options
Issuance of common stock pursuant to settlement of restricted stock
units
Common stock surrendered for employees' tax liability upon settlement
of restricted stock units
Stock-based compensation
Other comprehensive loss
Net loss
Balance, December 31, 2022
Issuance of convertible preferred stock, net
Issuance of common stock as dividend on convertible preferred stock
Issuance of common stock pursuant to employee stock purchase
program
Issuance of common stock pursuant to exercise of stock options
Issuance of common stock pursuant to settlement of restricted stock
units
Common stock surrendered for employees' tax liability upon settlement
of restricted stock units
Stock-based compensation
Other comprehensive income
Net loss
Balance, December 31, 2023
Additional
Paid-in
Capital
103 $ 860,556 $
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
40,000 $
39,823
103,000,594 $
(270,313) $
211 $
590,557
—
—
—
—
—
—
—
—
—
—
—
—
45
—
—
—
—
—
—
—
—
—
—
—
—
122,560
334,248
1,709,324
1,559,425
—
—
—
2
2
—
—
13,787
8,978
(2)
(458,152)
(1)
(27,066)
—
—
40,768
—
—
—
—
—
—
—
—
—
(170,240)
(62,647)
(63)
58,781
—
—
—
—
—
—
—
—
7,762
—
—
—
—
(109,613)
—
—
—
—
—
—
—
—
—
—
(385)
—
—
—
13,787
8,980
—
(27,067)
(162,478)
(62,647)
(63)
58,781
(385)
(109,613)
40,000 $
39,868
106,308,767 $
106 $ 682,084 $
(372,164) $
(174) $
309,852
—
—
—
—
—
—
—
—
—
46
—
—
—
—
—
—
—
—
—
122,560
1,170,106
700,333
1,972,441
(578,029)
—
—
—
—
—
1
1
2
—
—
—
—
—
—
6,464
4,986
(2)
(7,498)
71,917
—
—
—
—
—
—
—
—
—
—
(321,143)
—
—
—
—
—
—
—
(627)
—
—
—
6,465
4,987
—
(7,498)
71,917
(627)
(321,143)
40,000 $
39,914
109,696,178 $
110 $ 757,951 $
(693,307) $
(801) $
63,953
—
—
—
—
—
—
—
—
—
45
—
—
—
—
—
122,560
1,491,040
801,866
6,955,493
—
—
1
1
7
—
—
7,200
2,411
(7)
—
(1,694,966)
(2)
(16,347)
—
—
—
—
—
—
—
—
—
74,938
—
—
—
—
—
—
—
—
—
—
(130,026)
—
—
—
—
—
—
—
619
—
—
—
7,201
2,412
—
(16,349)
74,938
619
(130,026)
40,000 $
39,959
117,372,171 $
117 $ 826,146 $
(823,333) $
(182) $
2,748
See Notes to the consolidated financial statements.
60
Index to Consolidated Financial Statements
Index to Notes to Consolidated Financial Statements
Note 1:
Note 2:
Note 3:
Note 4:
Note 5:
Note 6:
Note 7:
Note 8:
Note 9:
Note 10:
Note 11:
Note 12:
Note 13:
Note 14:
Description of Business and Summary of Significant Accounting Policies
Discontinued Operations
Segment Reporting and Revenue
Financial Instruments
Property and Equipment
Leases
Commitments and Contingencies
Acquired Intangible Assets and Goodwill
Accrued and Other Liabilities
Mezzanine Equity
Equity and Equity Compensation Plans
Net Loss from Continuing Operations per Share Attributable to Common Stock
Income Taxes
Debt
Page
62
70
72
73
77
77
78
80
81
81
82
85
86
89
61
Index to Notes
Redfin Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)
Note 1: Description of Business and Summary of Significant Accounting Policies
Description of Business—Redfin Corporation was incorporated in October 2002 and is headquartered
in Seattle, Washington. We operate an online real estate marketplace and provide real estate services,
including assisting individuals in the purchase or sale of their home. We also provide title and settlement
services, and originate, service, and sell mortgages. In addition, we use digital platforms to connect consumers
with rental properties. We have operations located in multiple states across the United States and certain
provinces in Canada.
Basis of Presentation—The consolidated financial statements and accompanying notes have been
prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Certain amounts presented in the prior period consolidated statements of comprehensive loss have
been reclassified to conform to the current period financial statement presentation. The change in classification
does not affect previously reported total revenue or expenses in the consolidated statements of comprehensive
loss.
Principles of Consolidation—The consolidated financial statements include the accounts of Redfin
and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.
Certain Significant Risks and Business Uncertainties—We operate in the residential real estate
industry and are a technology-focused company. Accordingly, we are affected by a variety of factors that could
have a significant negative effect on our future financial position, results of operations, and cash flows. These
factors include: negative macroeconomic factors affecting the health of the U.S. residential real estate industry,
negative factors disproportionately affecting markets where we derive most of our revenue, intense competition
in the U.S. residential real estate industry, industry changes as the result of certain class action lawsuits or
government investigations, our inability to maintain or improve our technology offerings, our failure to obtain and
provide comprehensive and accurate real estate listings, errors or inaccuracies in the business data that we rely
on to make decisions, and our inability to attract homebuyers and home sellers to our website and mobile
application.
Use of Estimates—The preparation of consolidated financial statements, in conformity with GAAP,
requires our management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and results of operations during the respective periods. Our estimates include, but are not limited to,
valuation of deferred income taxes, stock-based compensation, capitalization of website and software
development costs, the incremental borrowing rate for the determination of the present value of lease
payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale
(“LHFS”) and mortgage servicing rights, estimated useful life of intangible assets, fair value of reporting units for
purposes of allocating and evaluating goodwill for impairment, and current expected credit losses on certain
financial assets. The amounts ultimately realized from the affected assets or ultimately recognized as liabilities
will depend on, among other factors, general business conditions and could differ materially in the near term
from the carrying amounts reflected in the consolidated financial statements.
Cash and Cash Equivalents—We consider all highly liquid investments originally purchased by us
with original maturities of three months or less at the date of purchase to be cash equivalents.
Restricted Cash—Restricted cash primarily consists of cash that is specifically designated to repay
borrowings under warehouse credit facilities.
62
Index to Notes
Accounts Receivable, Net and Allowance for Credit Losses—We have two material classes of
receivables: (i) real estate services receivables and (ii) receivables from customers in relation to our rentals
business. Accounts receivable related to these classes represent closed transactions for which cash has not yet
been received. The majority of our transactions are processed through escrow and collectibility is not a
significant risk. For transactions not directly processed through escrow, we establish an allowance for expected
credit losses based on historical experience of collectibility, current external economic conditions that may affect
collectibility, and current or expected changes to the regulatory environment in which we operate our
businesses. We evaluate for changes in credit quality indicators on an annual basis or in the event of a material
economic event or material change in the regulatory environment in which we operate.
Investments—We have investments in marketable securities that are available to support our
operational needs, which are included in our consolidated balance sheets as short-term and long-term
investments. Our short-term and long-term investments consist primarily of U.S. treasury securities, including
inflation protected securities, and other federal or local government issued securities. Available-for-sale debt
securities are recorded at fair value, and unrealized holding gains and losses are recorded as a component of
accumulated other comprehensive loss. Securities with maturities of one year or less and those identified by
management at the time of purchase to be used to fund operations within one year are classified as short-term.
All other securities are classified as long-term. We evaluate our available-for-sale debt securities, both ones
classified as cash equivalents and as investments, for expected credit losses on a quarterly basis. An expected
credit loss reserve is charged against the fair value of an available-for-sale debt security when it is identified,
with a credit loss charged against net earnings. We review factors to determine whether an expected credit loss
exists based on credit quality indicators, such as the extent to which the fair value as of the reporting date is
less than the amortized cost basis, present value of cash flows expected to be collected, the financial condition
and prospects of the issuer, adverse conditions specifically related to the security, and any changes to the credit
rating of the security by a rating agency. Realized gains and losses are accounted for using the specific
identification method. Purchases and sales are recorded on a trade date basis.
Fair Value—We account for certain assets and liabilities at fair value. Fair value is defined as the
exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value must maximize the use of observable
inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value
measurements defines a three-level valuation hierarchy for disclosures as follows:
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than quoted prices included within Level 1 that are observable, unadjusted
quoted prices in markets that are not active, or other inputs that are observable such as quoted prices for similar
assets or liabilities in active markets or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and require us to develop
our own assumptions.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level
of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2,
and Level 3 assets and liabilities.
Concentration of Credit Risk—Financial instruments that potentially subject us to concentrations of
credit risk are primarily cash and cash equivalents and investments. We generally place our cash and cash
equivalents and investments with major financial institutions we deem to be of high-credit-quality in order to limit
our credit exposure. We maintain our cash accounts with financial institutions where deposits exceed federal
insurance limits. Credit risk in regard to accounts receivable is spread across a large number of customers. At
December 31, 2023 and 2022, no single customer had an accounts receivable balance greater than 10% of
total accounts receivable.
63
Index to Notes
Loans Held for Sale—Our mortgage segment originates residential mortgage loans. We have elected
the fair value option for all loans held for sale and record these loans at fair value. Gains and losses from
changes in fair value and direct loan origination fees and costs are recognized in net gain on loans held for sale.
The fair value of loans held for sale is in excess of the contractual principal amounts by $3,712 and $2,650,
respectively, as of December 31, 2023 and December 31, 2022. The mortgage loans we originate are intended
to be sold in the secondary mortgage market within a short period of time following origination. Mortgage loans
held for sale primarily consist of single-family residential loans collateralized by the underlying home. Mortgage
loans held for sale are recorded at fair value based on either sale commitments or current market quotes for
mortgage loans with similar characteristics. Interest income earned or expense incurred on loans held for sale is
captured as a component of income from operations.
Other Current Assets—Other current assets consist primarily of miscellaneous non-trade receivables,
interest receivable, and interest rate lock commitments from mortgage origination operations (see Derivative
Instruments below).
Derivative Instruments—Our mortgage segment is party to interest rate lock commitments (“IRLCs”)
with customers resulting from mortgage origination operations. IRLCs for single-family mortgage loans we
intend to sell are considered free-standing derivatives. All free-standing derivatives are required to be recorded
on our consolidated balance sheets at fair value. Since we can terminate a loan commitment if the borrower
does not comply with the terms of the contract, and some loan commitments may expire without being drawn
upon, these commitments do not necessarily represent future cash requirements.
Interest rate risk related to the residential mortgage loans held for sale and IRLCs is offset using
forward sales commitments. We manage this interest rate risk through the use of forward sales commitments on
both a best efforts whole loans basis and on a mandatory basis. Forward sales commitments entered into on a
mandatory basis are done through the use of commitments to sell mortgage-backed securities. We do not enter
into or hold derivatives for trading or speculative purposes. Changes in the fair value of IRLCs and forward
sales commitments are recognized as revenue, and the fair values are reflected in other current assets and
accrued and other liabilities, as applicable. We estimate the fair value of an IRLC based on current market
quotes for mortgage loans with similar characteristics, net of origination costs and fees adjusting for the
probability that the mortgage loan will not fund according to the terms of commitment (referred to as a pull-
through factor). The fair value measurements of our forward sales commitments use prices quoted directly to us
from our counterparties.
Property and Equipment—Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives. Depreciation and amortization is included in cost of
revenue, marketing, technology and development, and general and administrative and is allocated based on
estimated usage for each class of asset.
Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of
the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is reflected in our consolidated
statements of operations. Repair and maintenance costs are expensed as incurred.
Costs incurred in the preliminary stages of website and software development are expensed as
incurred. Once an application has reached the development stage, direct internal and external costs relating to
upgrades or enhancements that meet the capitalization criteria are capitalized in property and equipment and
amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs
(including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs
relate to substantial upgrades and enhancements to the websites (or software) that result in added functionality,
in which case the costs are capitalized.
Capitalized software development activities placed in service are amortized over the expected useful
lives of those releases. We view capitalized software costs as either internal use or market and product
expansion.
Estimated useful lives of website and software development activities are reviewed annually, or
whenever events or changes in circumstances indicate that intangible assets may be impaired, and adjusted as
appropriate to reflect upcoming development activities that may include significant upgrades or enhancements
to the existing functionality.
64
Index to Notes
In July 2023, we completed an assessment of the useful lives of our website and internally developed
software. Due to improvements, efficiencies, and advancements in how we develop, implement, and use our
website and internally developed software, we determined we should increase their estimated useful lives from
two to three years to three to five years. This change in accounting estimate was effective beginning the third
quarter of 2023. The effects of this change for the year ended December 31, 2023 were as follows: (1) reduced
technology and development expenses by $3,049, (2) decreased net loss by $3,049, and (3) increased basic
and diluted net loss per share by $0.03.
Intangible Assets—Intangible assets are finite lived and mainly consist of trade names, developed
technology, and customer relationships and are amortized over their estimated useful lives ranging from three to
ten years. The useful lives were determined by estimating future cash flows generated by the acquired
intangible assets. Our intent to hold and use the acquired assets in our operations has not changed since the
acquisition. Fair values are derived by applying various valuation methodologies including the income approach
and cost approach, using critical estimates and assumptions that include the revenue growth rate, royalty rate,
discount rate, and cost to replace. Our intangible assets are subject to impairment tests when events or
circumstances indicate that a finite-lived intangible asset’s (or asset group’s) carrying value may not be
recoverable. Consideration is given to a number of potential impairment indicators, including our ability to renew
and extend contracts with our customers. However, there can be no assurance that these contracts will continue
to be renewed.
Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the asset. If such asset were
considered to be impaired, an impairment loss would be recognized in the amount by which the carrying value
of the asset exceeds its fair value. To date, no such impairment has occurred.
Goodwill—Goodwill represents the excess of the purchase price over the fair value of the net tangible
assets and identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is
subject to impairment testing. We assess the impairment of goodwill on an annual basis, during the fourth
quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. Based on our
annual goodwill impairment test performed in the fourth quarter of 2023, the estimated fair values of all reporting
units substantially exceeded their carrying values.
We perform an impairment assessment of goodwill at our reporting unit level. To test for goodwill
impairment, we have the option to perform a qualitative assessment of goodwill rather than completing the
quantitative assessment. We consider macroeconomic conditions, industry and market considerations, cost
factors, overall financial performance, other relevant entity-specific events, potential events affecting the
reporting units, and changes in the fair value of our common stock. We must assess whether it is more likely
than not that the fair value of the reporting unit is less than its carrying amount. If we conclude this is not the
case, we do not need to perform any further assessment. Otherwise, we must perform a quantitative
assessment and compare the fair value of the reporting unit to its carrying value, including goodwill. If the fair
value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the
carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the
carrying amount of goodwill. We use a combination of discounted cash flow models and market data of
comparable guideline companies to determine the fair value of a reporting unit. The assumptions used in these
models are consistent with those we believe a market participant would use and adjusted for the specific size
and risk profile of the reporting units.
The aggregate carrying value of goodwill was $461,349 at each of December 31, 2023 and 2022. For
the years ended December 31, 2023 and 2022, we performed a quantitative assessment and concluded that
there was no impairment. There were no cumulative impairment losses for the years ended December 31, 2023
and 2022. See Note 8 for more information.
Other Assets, Noncurrent—Other assets consists primarily of leased building security deposits and
the noncurrent portion of prepaid assets.
65
Index to Notes
Leases—The extent of our lease commitments consists of operating leases for physical office locations
with original terms ranging from one to 11 years. We have accounted for the portfolio of leases by
disaggregation based on the nature and term of the lease. Generally, the leases require a fixed minimum rent
with contractual minimum rent increases over the term of the lease. Leases with an initial term of 12 months or
less are not recorded on our consolidated balance sheets, but rather lease expense is recognized on a straight-
line basis over the term of the lease.
When available, the rate implicit in the lease to discount lease payments to present value would be
used; however, none of our significant leases as of December 31, 2023 provide a readily determinable implicit
rate. Therefore, we must estimate our incremental borrowing rate for each portfolio of leases to discount the
lease payments based on information available at lease commencement.
We have evaluated the performance of existing leases in relation to our leasing strategy and have
determined that most renewal options would not be reasonably certain to be exercised.
The right-of-use asset and related lease liability are determined based on the lease component of the
consideration in each lease contract. We have evaluated our lease portfolio for appropriate allocation of the
consideration in the lease contracts between lease and non-lease components based on standalone prices and
determined the allocation per the contracts to be appropriate.
Mezzanine Equity—We have issued convertible preferred stock that we have determined is a financial
instrument with both equity and debt characteristics and is classified as mezzanine equity in our consolidated
financial statements. The instrument was initially recognized at fair value net of issuance costs. We reassess
whether the instrument is currently redeemable or probable to become redeemable in the future as of each
reporting date, in which, if the instrument meets either criteria, we will accrete the carrying value to the
redemption value based on the effective interest method over the remaining term. To assess classification, we
review all features of the instrument, including mandatory redemption features and conversion features that may
be substantive. All financial instruments that are classified as mezzanine equity are evaluated for embedded
derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or
debt-like). Features identified as embedded derivatives that are material are recognized separately as a
derivative asset or liability in the consolidated financial statements. We have evaluated our convertible preferred
stock and determined that its nature is that of an equity host and no material embedded derivatives exist that
would require bifurcation on our consolidated balance sheets. See Note 10 for more information.
Foreign Currency Translation—Our international operations generally use their local currency as their
functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date.
Income and expense accounts are translated at the average monthly exchange rates during the year. Resulting
translation adjustments are reported as a component of other comprehensive income and recorded in
accumulated other comprehensive loss on our consolidated balance sheets.
Income Taxes—Income taxes are accounted for using an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary
differences between the consolidated balance sheets and tax bases of assets and liabilities at the applicable
enacted tax rates. We establish a valuation allowance for deferred tax assets if it is more likely than not that
these items will expire before we are able to realize their benefits or if future deductibility is uncertain.
We account for uncertainty in income taxes in accordance with ASC 740, Income Taxes. Tax positions
are evaluated utilizing a two-step process, whereby we first determine whether it is more likely than not that a
tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals
or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition
threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The
tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon
ultimate settlement. Subsequent adjustments to amounts previously recorded impact the financial statements in
the period during which the changes are identified. We recognize interest and penalties related to unrecognized
tax benefits as income tax expense.
Convertible Senior Notes—In accounting for the issuance of our convertible senior notes, we treat the
instrument wholly as a liability, in accordance with the adoption of ASU 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06").
66
Index to Notes
Issuance costs are amortized to expense over the respective term of the convertible senior notes.
For conversions prior to the maturity of the notes, we will settle using cash, shares of our common
stock, or a combination of cash and shares of our common stock, at our election. The carrying amount of the
instrument (including unamortized debt issuance costs) is reduced by cash and other assets transferred, with
the difference reflected as a reduction to additional paid-in capital. The indentures governing our convertible
senior notes allow us, under certain circumstances, to irrevocably fix our method for settling conversions of the
applicable notes by giving notice to the noteholders. Our election to irrevocably fix the settlement method could
affect the calculation of diluted earnings per share when applicable. We have no plans to exercise our rights to
fix the settlement method.
When we repurchase a portion of our convertible senior notes, we derecognize the liability, accelerate
the amortization of debt issuance costs, and record on our consolidated statements of comprehensive loss a
gain or loss on extinguishment dependent on the repurchase price. See Note 14 for information regarding
repurchases for the year ended December 31, 2023.
Revenue Recognition—We generate revenue primarily from commissions and fees charged on each
real estate services transaction closed by our lead agents or partner agents, from subscription-based product
offerings for our rentals business, and from the origination, sales, and servicing of mortgages. Our key revenue
components are brokerage revenue, partner revenue, rentals revenue, mortgage revenue, and other revenue.
We have utilized the allowable practical expedient in the accounting guidance and elected not to
capitalize costs related to obtaining contracts with customers with durations of less than one year. We do not
have significant remaining performance obligations.
Revenue earned but not received is recorded as accrued revenue in accounts receivable on our
consolidated balance sheets, net of an allowance for credit losses. Accrued revenue consisting of commission
revenue is known and is clearing escrow, and therefore it is not estimated.
Nature and Disaggregation of Revenue
Real Estate Services Revenue
Brokerage Revenue—Brokerage revenue includes our offer and listing services, where our lead
agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon
closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or
promotional offers that may result in a material right. The transaction price is generally calculated by taking the
agreed upon commission rate and applying that to the home's selling price. Brokerage revenue primarily
contains a single performance obligation that is satisfied upon the closing of a transaction, at which point the
entire transaction price is earned. We are not entitled to any commission until the performance obligation is
satisfied and are not owed any commission for unsuccessful transactions, even if services have been provided.
In conjunction with providing offering and listing services to our customers, we may offer promotional pricing or
additional discounts on future services. This results in a material right to our customers and represents an
additional performance obligation, for which the transaction price is allocated based on standalone selling
prices. Amounts allocated to a promise to provide future listing or offering services at a significant discount are
initially recorded as contract liabilities. Our promotional pricing and additional discounts have not resulted in a
material impact to timing of revenue recognition. The balance of the corresponding contract liabilities are
included in accrued and other liabilities on our consolidated balance sheets. See Note 9 for more information.
Partner Revenue—Partner revenue consists of fees paid to us from partner agents or under other
referral agreements, less the amount of any payments we make to homebuyers and home sellers. We
recognize these fees as revenue on the closing of a transaction. The transaction price is a fixed percentage of
the partner agent's commission. The partner agent or other entity related to our referral agreements directly
remits the referral fee revenue to us. We are neither entitled to referral fee revenue, nor is our performance
obligation satisfied, until the related referred home's sale closes.
67
Index to Notes
Rentals Revenue
Rentals Revenue—Rentals revenue is primarily composed of subscription-based product offerings for
internet listing services, as well as lead management and digital marketing solutions.
Rentals revenue is recorded as a component of service revenue in our consolidated statements of
comprehensive loss. Revenue is recognized upon transfer of control of promised service to customers over time
in an amount that reflects the consideration we expect to receive in exchange for those services. Revenues
from subscription-based services are recognized on a straight-line basis over the term of the contract, which
generally have a term of less than one year. Revenue is presented net of sales allowances, which are not
material.
The transaction price for a contract is generally determined by the stated price in the contract, excluding
any related sales taxes. We enter into contracts that can include various combinations of subscription services,
which are capable of being distinct and accounted for as separate performance obligations. We allocate the
transaction price to each performance obligation in the contract on a relative stand-alone selling price basis.
Generally, the combinations of subscription services are fulfilled concurrently and are co-terminus. Our rentals
contracts do not contain any refund provisions other than in the event of our non-performance or breach.
Mortgage Revenue
Mortgage Revenue—Mortgage revenue includes fees from the origination and subsequent sale of
loans, loan servicing income, interest income on loans held for sale, origination of IRLCs, and the changes in
fair value of our IRLCs, forward sales commitments, loans held for sale, and MSRs.
Other Revenue
Other Revenue—Other services revenue includes fees earned from title settlement services, Walk
Score data services, and advertising. Substantially all fees and revenue from other services are recognized
when the service is provided.
Cost of Revenue—Cost of revenue consists primarily of personnel costs (including base pay, benefits,
and stock-based compensation), transaction bonuses, home-touring and field expenses, listing expenses,
customer fulfillment costs related to our rentals segment, office and occupancy expenses, interest expense on
our mortgage related warehouse facilities, and depreciation and amortization related to fixed assets and
acquired intangible assets.
Technology and Development—Technology and development expenses primarily include personnel
costs (including base pay, bonuses, benefits, and stock-based compensation), data licenses, software and
equipment, and infrastructure such as for data centers and hosted services. The expenses also include
amortization of acquired intangible assets, capitalized internal-use software and website and mobile application
development costs. We expense research and development costs as incurred and record them in technology
and development expenses.
Restructuring and Reorganization—Restructuring and reorganization expenses primarily consist of
personnel-related costs associated with employee terminations, furloughs, or retention payments associated
with wind-down activities.
Advertising and Advertising Production Costs—We expense advertising costs as they are incurred
and production costs as of the first date the advertisement takes place. Advertising costs and advertising
production costs are included in marketing expenses. The following table summarizes total advertising and
advertising production costs for the periods listed:
Advertising costs
Advertising production costs
Year Ended December 31,
2023
2022
2021
$
100,321 $
133,593 $
2,983
3,425
119,278
2,303
68
Index to Notes
Stock-based Compensation—We account for stock-based compensation by measuring and
recognizing as compensation expense the fair value of all share-based payment awards made to employees,
including restricted stock unit awards and shares forecasted to be issued pursuant to our ESPP, in each case
based on estimated grant date fair values. Stock-based compensation expense is recognized over the requisite
service period on a straight-line basis. We recognize forfeitures when they occur. The Black-Scholes-Merton
option-pricing model is used to determine the fair value of shares forecasted to be issued pursuant to our ESPP.
For restricted stock unit awards and restricted stock unit awards with performance conditions, we use the
market value of our common stock on the date of grant to determine the fair value of the award. For restricted
stock unit awards with market conditions, the market condition is reflected in the grant date fair value of the
award using a Monte Carlo simulation.
In valuing shares forecasted to be issued pursuant to our ESPP, we make assumptions about expected
life, stock price volatility, risk-free interest rates, and expected dividends.
Expected Life—The expected term was estimated using the ESPP offering period which is six months.
Volatility—The expected stock price volatility for our common stock was estimated by taking the
average historical price volatility of Redfin stock over the preceding six months.
Risk-Free Rate—The risk-free interest rate is based on the yields of U.S. treasury securities with
maturities similar to the expected term, or six months.
Dividend Yield—We have never declared or paid any cash dividends and do not presently plan to pay
cash dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.
Business Combinations—The results of businesses acquired in a business combination are included
in our consolidated financial statements from the date of acquisition. We record assets and liabilities of an
acquired business at their estimated fair values on the acquisition date. Any excess consideration over the fair
value of assets acquired and liabilities assumed is recognized as goodwill. During the measurement period,
which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and
liabilities assumed with the corresponding offset to goodwill.
Mortgage Servicing Rights (“MSRs”)—We determine the fair value of MSRs using a valuation model
that calculates the net present value of estimated future cash flows. Key estimates of future cash flows include
prepayment speeds, default rates, discount rates, cost of servicing, objective portfolio characteristics, and other
factors. Changes in these estimates could materially change the estimated fair value.
Lease Impairment—During the year ended December 31, 2023 we recognized impairment losses of
$1,948 due to subleasing two of our operating leases. These costs are recorded in other (expense) income, net
in our consolidated statements of operations and in impairment costs in our consolidated statements of cash
flows.
Recently Adopted Accounting Pronouncements—None applicable.
Recently Issued Accounting Pronouncements— In September 2023, the Financial Accounting
Standards Board (“FASB”) issued authoritative guidance under ASU 2023-07, Segment Reporting -
Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure
requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in
this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024. We plan to adopt this guidance for fiscal year 2024 and we do not
expect the adoption to have a material impact on our financial statement disclosures.
In December 2023, the FASB issued authoritative guidance under ASU 2023-09, Income Taxes -
Improvements to Income Tax Disclosures. The ASU enhances annual income tax disclosures to address
investor requests for more information about the tax risks and opportunities present in an entity’s worldwide
operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective
tax rate reconciliation and income taxes paid. The amendments in this Update are effective for annual periods
beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential
impact of the guidance on our financial statement disclosures.
69
Index to Notes
Note 2: Discontinued Operations
In November 2022, our management and board of directors made the decision to wind down
RedfinNow. The financial results of RedfinNow have historically been included in our properties segment.
Winding-down RedfinNow was a strategic decision we made in order to focus our resources on our core
businesses in the face of the rising cost of capital. The wind-down of our properties segment was complete as
of June 30, 2023, at which time it met the criteria for discontinued operations in our consolidated financial
statements.
The major classes of assets and liabilities of our discontinued operations were as follows:
Assets
Current assets
Cash and cash equivalents
Accounts receivable, net
Inventory
Prepaid expenses
Other current assets
Total current assets of discontinued operations
Property and equipment, net
Right-of-use assets, net
Total assets of discontinued operations
Liabilities
Current liabilities
Accounts payable
Accrued and other liabilities
Lease liabilities
Total current liabilities of discontinued operations
Lease liabilities, noncurrent
Total liabilities of discontinued operations
December 31,
2023
2022
— $
—
—
—
—
—
—
—
— $
— $
—
—
—
—
— $
7,640
8,504
114,232
500
1,283
132,159
167
1,142
133,468
754
2,980
577
4,311
392
4,703
$
$
$
$
70
Index to Notes
The major classes of line items of the discontinued operations included in our consolidated statement of
comprehensive loss were as follows:
Revenue
Cost of revenue(1)
Gross (loss) profit
Operating expenses
Technology and development(1)
Marketing(1)
General and administrative(1)
Restructuring and reorganization
Total operating expenses
Loss from discontinued operations
Interest expense
Income tax expense
Other expense, net
Net loss from discontinued operations
Net loss from discontinued operations per share—basic and diluted
(1) Includes stock-based compensation as follows:
Cost of revenue
Technology and development
Marketing
General and administrative
Total stock-based compensation
Year Ended December 31,
2023
2022
2021
$
122,576 $
1,184,868 $
124,422
(1,846)
1,207,933
(23,065)
552
523
638
75
1,788
(3,634)
—
—
—
17,326
2,762
11,204
8,116
39,408
(62,473)
(8,859)
(10)
(4)
864,127
853,526
10,601
13,237
1,889
9,593
—
24,719
(14,118)
(4,271)
—
—
$
$
$
$
(3,634) $
(71,346) $
(18,389)
(0.03) $
(0.66) $
(0.18)
Year Ended December 31,
2023
2022
2021
46 $
813 $
86
19
83
3,243
102
1,080
234 $
5,238 $
1,226
2,103
207
1,641
5,177
Significant non-cash items and capital expenditures of the discontinued operations were as follows:
Amortization of debt discount and debt issuance costs
$
— $
996 $
Year Ended December 31,
2023
2022
2021
Stock-based compensation
Depreciation and amortization
Capital expenditures
Cash paid for interest
234
89
—
—
5,238
2,337
1,213
7,863
273
5,177
1,847
1,782
3,946
Charges specifically relating to the wind-down of our properties segment were as follows:
Cost type
Employee termination costs
Asset write-offs
Other
Financial statement line item
Restructuring and reorganization
Restructuring and reorganization
Restructuring and reorganization
Acceleration of debt issuance costs
Interest expense
Total
Year Ended December
31, 2023
Cumulative amount
recognized
$
$
539 $
—
(465)
—
74 $
8,587
493
(890)
481
8,671
71
Index to Notes
Note 3: Segment Reporting and Revenue
In its operation of our business, our management, including our chief operating decision maker
("CODM"), who is also our chief executive officer, evaluates the performance of our operating segments based
on our statement of operations results, inclusive of net loss. We do not analyze discrete segment balance sheet
information related to long-term assets, substantially all of which are located in the United States. We have five
operating segments and three reportable segments, real estate services, rentals, and mortgage. As a result of
our decision to wind-down RedfinNow operations in November 2022, we report our properties segment as a
discontinued operation as we completed wind-down of the business during the three months ended June 30,
2023.
We generate revenue primarily from commissions and fees charged on each real estate services
transaction closed by our lead agents or partner agents, from subscription-based product offerings for our
rentals business, and from the origination, sales, and servicing of mortgages. Our key revenue components are
brokerage revenue, partner revenue, rentals revenue, mortgage revenue, and other revenue.
Information on each of our reportable and other segments and reconciliation to consolidated net (loss)
income from continuing operations is presented in the tables below. We have assigned certain previously
reported expenses to each segment to conform to the way we internally manage and monitor our business. We
allocated indirect costs to each segment based on a reasonable allocation methodology, when such costs are
significant to the performance measures of the segments.
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
(Loss) income from continuing operations
Interest income, interest expense, income tax
expense, gain on extinguishment of convertible
senior notes, and other expense, net
Year Ended December 31, 2023
Real estate
services
Rentals
Mortgage
Other
Corporate
overhead
Total
$ 618,577 $ 184,812 $ 134,108 $
39,175 $
— $ 976,672
462,625
155,952
42,086
142,726
118,178
15,930
23,964
15,211
—
—
646,853
329,819
108,201
59,746
76,851
—
63,934
53,952
94,252
503
2,871
4,064
25,012
—
244,798
212,641
31,947
(88,846)
(69,915)
(16,017)
4,504
60
4,017
—
8,581
6,630
3,784
41
38,658
7,424
49,907
183,294
117,863
238,790
7,927
547,874
(49,907)
(218,055)
59
215
(392)
712
91,069
91,663
Net (loss) income from continuing operations
$
(88,787) $
(69,700) $
(16,409) $
7,342 $
41,162 $
(126,392)
(1) Included in revenue is $1,244 from providing services to our discontinued properties segment.
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Restructuring and reorganization
Total operating expenses
Loss from continuing operations
Interest income, interest expense, income tax
benefit, gain on extinguishment of convertible
senior notes, and other expense, net
Year Ended December 31, 2022
Real estate
services
Rentals
Mortgage
Other
Corporate
overhead
Total
$ 787,076 $ 155,910 $ 132,904 $
23,684 $
— $ 1,099,574
608,027
179,049
33,416
122,494
126,552
6,352
22,460
1,224
—
—
790,455
309,119
105,196
98,673
88,171
—
59,899
51,064
92,728
—
6,034
4,889
25,680
—
292,040
203,691
36,603
3,591
199
3,307
—
7,097
4,204
484
33,504
32,353
70,545
178,924
155,309
243,390
32,353
609,976
(112,991)
(81,197)
(30,251)
(5,873)
(70,545)
(300,857)
(123)
1,389
(114)
140
49,768
51,060
Net loss from continuing operations
$
(113,114) $
(79,808) $
(30,365) $
(5,733) $
(20,777) $
(249,797)
(1) Included in revenue is $17,783 from providing services to our discontinued properties segment.
72
Index to Notes
Revenue(1)
Cost of revenue
Gross profit
Operating expenses
Technology and development
Marketing
General and administrative
Total operating expenses
Income (loss) from continuing operations
Interest income, interest expense, and other
income, net
Year Ended December 31, 2021
Real estate
services
Rentals
Mortgage
Other
Corporate
overhead
Total
$ 903,334 $ 121,877 $
19,818 $
13,609 $
— $ 1,058,638
603,320
300,014
21,739
100,138
26,096
14,264
(6,278)
(655)
—
—
665,419
393,219
81,588
98,746
84,655
264,989
35,025
41,492
36,174
71,943
149,609
10,396
561
8,306
19,263
2,528
209
2,288
5,025
7,477
1,161
41,530
50,168
143,481
136,851
208,722
489,054
(49,471)
(25,541)
(5,680)
(50,168)
(95,835)
(87)
3,301
3
2
1,392
4,611
Net income (loss) from continuing operations
$
34,938 $
(46,170) $
(25,538) $
(5,678) $
(48,776) $
(91,224)
(1) Included in revenue is $16,526 from providing services to our discontinued properties segment.
Note 4: Financial Instruments
Derivatives
Our primary market exposure is to interest rate risk, specifically U.S. treasury and mortgage interest
rates, due to their impact on mortgage-related assets and commitments. We use forward sales commitments on
whole loans and mortgage-backed securities to manage and reduce this risk. We do not have any derivative
instruments designated as hedging instruments.
Forward Sales Commitments—We are exposed to interest rate and price risk on loans held for sale
from the funding date until the date the loan is sold. Forward sales commitments on whole loans and mortgage-
backed securities are used to fix the forward sales price that will be realized at the sale of each loan.
Interest Rate Lock Commitments—IRLCs represent an agreement to extend credit to a mortgage
loan applicant. We commit (subject to loan approval) to fund the loan at the specified rate, regardless of
changes in market interest rates between the commitment date and the funding date. Outstanding IRLCs are
subject to interest rate risk and related price risk during the period from the date of commitment through the loan
funding date or expiration date. Loan commitments generally range between 30 and 90 days and the borrower
is not obligated to obtain the loan. Therefore, IRLCs are subject to fallout risk, which occurs when approved
borrowers choose not to close on the underlying loans. We review our commitment-to-closing ratio ("pull-
through rate") as part of an estimate of the number of mortgage loans that will fund according to the IRLCs.
December 31,
2023
2022
$
274,400 $
188,554
301,548
210,787
Forward sales commitments
Notional Amounts
IRLCs
follows:
The locations and amounts of gains (losses) recognized in revenue related to our derivatives are as
Instrument
Forward sales commitments
IRLCs
Year Ended December 31,
Classification
Revenue
Revenue
2023
2022
2021
$
(2,226) $
(11,336) $
3,156
(4,184)
518
(641)
73
Index to Notes
Fair Value of Financial Instruments
A summary of assets and liabilities related to our financial instruments, measured at fair value on a
recurring basis and as reflected on our consolidated balance sheets, is set forth below:
Assets
Cash equivalents
Money market funds
Total cash equivalents
Short-term investments
U.S. treasury securities
Agency bonds
Total short-term investments
Loans held for sale
Other current assets
IRLCs
Total other current assets
Mortgage servicing rights, at fair value
Long-term investments
U.S. treasury securities
Total assets
Liabilities
Accrued liabilities
Forward sales commitments
IRLCs
Total liabilities
Assets
Cash equivalents
Money market funds
Total cash equivalents
Short-term investments
U.S. treasury securities
Agency bonds
Total short-term investments
Loans held for sale
Other current assets
Forward sales commitments
IRLCs
Total other current assets
Mortgage servicing rights, at fair value
Long-term investments
U.S. treasury securities
Total assets
Liabilities
Accrued liabilities
Forward sales commitments
IRLCs
Total liabilities
Balance at
December 31,
2023
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
115,276 $
115,276 $
— $
115,276
115,276
10,720
31,232
41,952
159,587
4,600
4,600
32,171
10,720
31,232
41,952
—
—
—
—
3,149
3,149
—
—
—
—
159,587
—
—
—
—
$
$
$
356,735 $
160,377 $
159,587 $
2,429 $
147
2,576 $
— $
—
— $
2,429 $
—
2,429 $
—
—
—
—
—
—
4,600
4,600
32,171
—
36,771
—
147
147
Balance at
December 31,
2022
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
186,410 $
186,410 $
— $
186,410
186,410
96,925
25,334
122,259
199,604
1,669
2,338
4,007
36,261
96,925
25,334
122,259
—
—
—
—
—
29,480
29,480
—
—
—
—
199,604
1,669
—
1,669
—
—
$
$
$
578,021 $
338,149 $
201,273 $
1,873 $
1,041
2,914 $
— $
—
— $
1,873 $
—
1,873 $
—
—
—
—
—
—
—
2,338
2,338
36,261
—
38,599
—
1,041
1,041
There were no transfers into or out of Level 3 financial instruments during the years ended
December 31, 2023 and 2022.
74
Index to Notes
The significant unobservable input used in the fair value measurement of IRLCs is the pull-through rate.
Significant changes in the input could result in a significant change in fair value measurement.
The following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs and
mortgage servicing rights (“MSRs”):
Key Inputs
IRLCs
December 31, 2023
December 31, 2022
Valuation
Technique
Range
Weighted-
Average
Range
Weighted-
Average
Pull-through rate
Market pricing
67.2% - 100.0%
87.7%
62.0% - 100.0%
91.0%
MSRs
Prepayment speed
Default rates
Discount rate
Discounted cash
flow
Discounted cash
flow
Discounted cash
flow
6.0% - 19.0%
0.1% - 1.2%
6.8%
0.2%
6.0% - 14.4%
0.0% - 0.5%
10.0% - 17.0%
10.2%
9.5% - 12.4%
6.6%
0.1%
9.6%
The following is a summary of changes in the fair value of IRLCs:
Balance, net—beginning of period
IRLCs acquired in business combination
Issuances of IRLCs
Settlements of IRLCs
Fair value changes recognized in earnings
Balance, net—end of period
Year Ended December 31,
2023
2022
2021
$
1,297 $
1,131 $
—
51,089
4,326
51,453
(48,902)
(54,784)
969
$
4,453 $
(829)
1,297 $
1,771
—
18,415
(18,827)
(228)
1,131
The following is a summary of changes in the fair value of MSRs:
Balance—beginning of period
MSRs acquired in business combination
MSRs originated
MSRs sales
Fair value changes recognized in earnings
Balance, net—end of period
Year Ended December 31,
2022
2023
2021
$
36,261 $
— $
—
565
(1,457)
(3,198)
33,982
3,140
(1,662)
801
$
32,171 $
36,261 $
—
—
—
—
—
—
The following table presents the carrying amounts and estimated fair values of our convertible senior
notes that are not recorded at fair value on our consolidated balance sheets:
Issuance
Net Carrying
Amount
Estimated Fair
Value
Net Carrying
Amount
Estimated Fair
Value
December 31, 2023
December 31, 2022
2023 notes
2025 notes
2027 notes
$
— $
— $
23,431 $
192,002
496,735
164,113
325,927
512,683
565,474
22,147
309,292
267,398
The difference between the principal amounts of our 2025 notes and our 2027 notes, which were
$193,445 and $503,106, respectively, and the net carrying amounts of the notes represents the unamortized
debt issuance costs. The estimated fair value of each tranche of convertible senior notes is based on the
closing trading price of the notes on the last day of trading for the period and is classified as Level 2 within the
fair value hierarchy, due to the limited trading activity of the notes. Based on the closing price of our common
stock of $10.32 on December 31, 2023, the if-converted value of both convertible notes were less than the
principal amounts. See Note 14 for additional details on our convertible senior notes.
See Note 10 for the carrying amount of our convertible preferred stock.
75
Index to Notes
Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis include items such as
property and equipment, goodwill and other intangible assets, equity investments, and other assets. These
assets are measured at fair value if determined to be impaired.
The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our
cash, money market funds, restricted cash, available-for-sale investments, and equity securities were as
follows:
Cash
Fair Value
Hierarchy
N/A
December 31, 2023
Cost or
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash, Cash
Equivalents,
Restricted
Cash
Short-term
Investments
$
34,483 $
— $
— $
34,483 $
34,483 $
— $
Long-term
Investments
—
Money markets funds
Level 1
Restricted cash
N/A
U.S. treasury
securities
Agency bonds
Total
Level 1
Level 1
115,276
1,241
13,895
31,246
—
—
1
—
—
—
115,276
115,276
1,241
1,241
(27)
13,869
(14)
31,232
—
—
—
—
10,720
31,232
—
—
3,149
—
$ 196,141 $
1 $
(41) $ 196,101 $
151,000 $
41,952 $
3,149
Cash
Fair Value
Hierarchy
N/A
December 31, 2022
Cost or
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash, Cash
Equivalents,
Restricted
Cash
Short-term
Investments
$
53,430 $
— $
— $
53,430 $
45,790 $
— $
Long-term
Investments
—
Money markets funds
Level 1
Restricted cash
N/A
U.S. treasury
securities
Agency bonds
Total
Level 1
Level 1
186,410
2,406
127,130
25,339
—
—
28
—
—
—
186,410
186,410
2,406
2,406
—
—
—
—
(753)
126,405
(5)
25,334
—
—
96,925
29,480
25,334
—
$ 394,715 $
28 $
(758) $ 393,985 $
234,606 $ 122,259 $
29,480
As of December 31, 2023 and 2022, the aggregate fair value of available-for-sale debt securities in an
unrealized loss position totaled $38,684 and $77,277, with aggregate unrealized losses of $41 and $758,
respectively. We have evaluated our portfolio of available-for-sale debt securities based on credit quality
indicators for expected credit losses and do not believe there are any expected credit losses. In addition, as of
December 31, 2023 and 2022, we had not made a decision to sell any of our debt securities held, nor did we
consider it more likely than not that we would be required to sell such securities before recovery of our
amortized cost basis. Our portfolio consists of U.S. government securities, all with a high quality credit rating
issued by various credit agencies.
As of December 31, 2023 and 2022, we had accrued interest of $332 and $576, respectively, on our
available-for-sale investments, for which we have recorded no expected credit losses. Accrued interest
receivable is presented within other current assets in our consolidated balance sheets.
76
Index to Notes
Note 5: Property and Equipment
The components of property and equipment were as follows:
Leasehold improvements
Website and software development costs
Computer and office equipment
Software
Furniture
Property and equipment, gross
Accumulated depreciation and amortization
Construction in progress
Property and equipment, net
Useful Lives
(years)
Shorter of lease
term or economic
life
3 - 5
3 - 5
3
7
December 31,
2023
2022
$
28,789 $
32,262
75,573
16,175
1,869
7,754
130,160
(89,275)
5,546
$
46,431 $
62,963
19,702
1,871
7,911
124,709
(76,597)
6,827
54,939
The following table summarizes depreciation and amortization and capitalized software development
costs:
Depreciation and amortization for property and equipment
Capitalized software development costs, including stock-based compensation
$
23,774 $
24,403 $
16,131
18,738
18,200
17,571
Year Ended December 31,
2023
2022
2021
Depreciation and amortization declined in the year ended December 31, 2023 due to the change in
estimated useful lives of our website and internally developed software. Refer to Note 1 for further details.
Note 6: Leases
The components of lease expense were as follows:
Lease Cost
Operating lease cost:
Operating lease cost (cost of revenue)
Operating lease cost (operating expenses)
Short-term lease cost
Sublease income
Total operating lease cost
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Total finance lease cost
Year Ended December 31,
2023
2022
$
$
$
$
10,874 $
7,499
3,025
(1,408)
19,990 $
67 $
6
73 $
10,694
5,394
5,055
(951)
20,192
62
7
69
Maturity of Lease Liabilities
Operating(2)
Financing
Lease Liabilities
Other Leases
Operating
Total Lease
Obligations
$
17,106 $
61 $
1,834 $
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Interest(1)
Present value of lease liabilities
$
$
13,381
10,513
5,471
1,130
26
47,627 $
3,052
44,575 $
38
16
11
—
—
484
385
320
293
250
126 $
3,566 $
8
118
19,001
13,903
10,914
5,802
1,423
276
51,319
(1) Includes interest on operating leases of $1,581 and financing leases of $5 due within the next 12 months.
(2) Excludes sublease income. As of December 31, 2023, we expect sublease income of approximately $1,677 to be received for the year ended December 31,
2024.
77
Index to Notes
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)
Weighted-average remaining finance lease term (years)
Weighted-average discount rate for operating leases
Weighted-average discount rate for finance leases
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases
Operating cash outflows from finance leases
Financing cash outflows from finance leases
Right-of-use assets obtained in exchange for lease liabilities
Operating leases
Finance leases
Note 7: Commitments and Contingencies
Legal Proceedings
December 31,
2023
2022
3.2
2.5
4.5 %
5.4 %
3.6
2.4
4.5 %
5.4 %
Year Ended December 31,
2023
2022
21,292 $
21,504
6
55
8,597 $
62
8
48
132
—
$
$
Below is a discussion of our material, pending legal proceedings. Except as otherwise indicated, given
the preliminary stage of these proceedings and the claims and issues presented, we cannot estimate a range of
reasonably possible losses.
In addition, we are regularly subject to claims, litigation, and other proceedings, including potential
regulatory proceedings, involving employment, intellectual property, privacy and data protection, consumer
protection, competition and antitrust laws, and commercial or contractual disputes, and other matters. The
outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant
uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate,
on a regular basis, developments in our legal proceedings and other contingencies that could affect the amount
of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and
make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose
that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is
immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result
from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates
and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts
recorded, which could have a material effect on our business, consolidated financial position, results of
operations, or cash flows. Except for the matters discussed below, we do not believe that any of our pending
litigation, claims, and other proceedings are material to our business.
Lawsuit by David Eraker—On May 11, 2020, David Eraker, our co-founder and former chief executive
officer who departed Redfin in 2006, filed a complaint through Appliance Computing III, Inc. (d/b/a Surefield)
("Surefield"), which is a company that Mr. Eraker founded and that we believe he controls, in the U.S. District
Court for the Western District of Texas, Waco Division. The complaint alleged that we were infringing four
patents claimed to be owned by Surefield without its authorization or license. Surefield sought an unspecified
amount of damages and an injunction against us offering products and services that allegedly infringe the
patents at issue. On May 17, 2022, the jury returned a verdict in our favor, finding that we did not infringe any of
the asserted claims of the patents claimed to be owned by Surefield, and accordingly, we do not owe any
damages to Surefield. The jury also found that all asserted claims of Surefield’s claimed patents were invalid.
The court entered final judgment on August 15, 2022. On September 12, 2022, Surefield filed a motion for
judgment as a matter of law and a motion for a new trial. In the motions, Surefield asserts that no jury could
have found non-infringement based on the trial record, among other things. We filed oppositions to the motions
on October 3, 2022 and Surefield filed replies on October 21, 2022.
78
Index to Notes
Lawsuits Alleging Misclassification—On August 28, 2019, Devin Cook, who was one of our former
independent contractor licensed sales associates, whom we call associate agents, filed a complaint against us
in the Superior Court of California, County of San Francisco. The plaintiff initially pled the complaint as a class
action and alleged that we misclassified her as an independent contractor instead of an employee. The plaintiff
also sought unspecified penalties pursuant to representative claims under California’s Private Attorney General
Act ("PAGA"). On January 30, 2020, the plaintiff filed a first amended complaint dismissing her class action
claim and asserting only claims under PAGA.
On November 20, 2020, Jason Bell, who was one of our former lead agents as well as a former
associate agent, filed a complaint against us in the U.S. District Court for the Southern District of California. The
complaint was pled as a class action and alleges that, (1) during the time he served as an associate agent, we
misclassified him as an independent contractor instead of an employee and (2) during the time he served as a
lead agent, we misclassified him as an employee who was exempt from minimum wage and overtime laws. The
plaintiff also asserted representative claims under PAGA. The plaintiff sought unspecified amounts of unpaid
overtime wages, regular wages, meal and rest period compensation, waiting time and other penalties, injunctive
and other equitable relief, and plaintiff's attorneys' fees and costs.
On May 23, 2022, pursuant to a combined mediation, we settled the lawsuits brought by Ms. Cook and
Mr. Bell for an aggregate of three million dollars. This amount is subject to adjustment if our actual number of
associate agents, lead agents, or their respective workweeks differs from the number that we represented to the
plaintiffs. This settlement was subject to court approval. On April 7, 2023, plaintiffs filed a motion for preliminary
approval of the class settlements. The motion for preliminary approval of the class settlement was granted by
the court on May 4, 2023. The motion for final approval of the class settlement was granted on November 28,
2023. The settlement funds have been paid and are being distributed to class members.
Lawsuits Alleging Antitrust Violations—Since October 2023, a number of class action lawsuits have
been filed on behalf of putative classes of home buyers and home sellers against the National Association of
Realtors, local real estate associations, multiple listing services, and various residential real estate brokerages
in various federal districts in the United States. Some of these lawsuits name Redfin as a defendant, including:
•
Don Gibson, et al. v. National Association of Realtors, et al., Case no. 4:23-cv-00788-SRB, filed on
October 31, 2023 in United States District Court for the Western District of Missouri.
• Mya Batton et al. v. Compass, Inc., et al., Case no. 1:23-cv-15618, filed on November 2, 2023 in United
States District Court for the Northern District of Illinois.
•
•
•
•
•
1925 Hooper LLC, et al. v. The National Association of Realtors, et al., Case no. 1:23-cv-05392-SEG,
filed on December 6, 2023 in the United States District Court for the Northern District of Georgia.
Daniel Umpa v. The National Association of Realtors, et al., Case no. 4:23-cv-00945-FJG, filed on
December 27, 2023 in the United States District Court for the Western District of Missouri.
Nathaniel Whaley v. National Association of Realtors, et al., Case no. 2:24-cv-00105-GMN-MDC, filed
on January 25, 2024 in the United States District Court for the District of Nevada.
Angela Boykin v. National Association of Realtors, et al., Case No. 2:24-cv-00340, filed on February 16,
2024 in the United States District Court for the District of Nevada.
Freedlund v. Redfin Corporation, et al., Case No. 2:24-cv-01561, filed on February 26, 2024 in the
United States District Court for the Central District of California.
These lawsuits allege a conspiracy to fix prices stemming from a National Association of Realtors rule,
which allegedly requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when
listing a property on a multiple listing service. The plaintiffs generally seek injunctive relief, unspecified damages
under federal antitrust law, and unspecified damages under various state laws. A motion to consolidate some of
these cases as In re Real Estate Commission Antitrust Litigation, MDL No. 3100, is pending before the Judicial
Panel on Multidistrict Litigation. At this time, we are unable to predict the potential outcome of these lawsuits.
79
Index to Notes
Commitments
Purchase Commitments—Purchase commitments primarily relate to network infrastructure for our
data operations. Future payments due under these agreements as of December 31, 2023 are as follows:
2024
2025
2026
2027
2028
Thereafter
Purchase Commitments
27,205
$
31,926
34,161
18,098
—
—
111,390
Total future minimum payments
$
Other Commitments—Our title and settlement business and our mortgage business each hold cash in
escrow at third-party financial institutions on behalf of homebuyers and home sellers. As of December 31, 2023,
we held $24,149 in escrow and did not record this amount on our consolidated balance sheets. We may be held
contingently liable for the disposition of the cash we hold in escrow.
Note 8: Acquired Intangible Assets and Goodwill
Acquired Intangible Assets—The following table presents the gross carrying amount and
accumulated amortization of intangible assets:
December 31, 2023
December 31, 2022
Weighted-
Average
Useful
Life
(years)
Trade names
Developed technology
Customer relationship
9.3
3.3
10
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
$
82,690 $
(24,290) $
58,400 $
82,690 $
(14,856) $
66,340
81,360
(59,883)
(22,933)
6,457
58,427
66,340
81,360
(38,465)
(14,797)
Net
67,834
27,875
66,563
$
230,390 $
(107,106) $
123,284 $
230,390 $
(68,118) $
162,272
Our intangible assets are amortized on a straight-line basis over their respective estimated useful lives
to a split between general and administrative and cost of revenue for customer relationships and trade names;
and developed technology intangible assets are split between general and administrative expense, cost of
revenue, and technology and development expense in our consolidated statements of comprehensive loss.
Amortization expense amounted to $38,988 and $38,167 for the years ended December 31, 2023 and 2022,
respectively.
The following table presents our estimate of remaining amortization expense for intangible assets that
existed as of December 31, 2023:
2024
2025
2026
2027
2028
Thereafter
Estimated remaining amortization expense
$
$
23,741
17,618
17,380
15,633
15,050
33,862
123,284
Goodwill—The carrying amounts of goodwill by reportable segment were as follows:
Balance as of December 31, 2023
and 2022
$
250,231 $
159,151 $
51,967 $
461,349
Real Estate Services
Rentals
Mortgage
Total
We did not recognize any goodwill impairment charges during the years ended December 31, 2023 or
2022.
80
Index to Notes
Note 9: Accrued and Other Liabilities
The components of accrued and other liabilities were as follows:
Accrued compensation and benefits
Miscellaneous accrued and other liabilities
Customer contract liabilities
Total accrued and other liabilities
Note 10: Mezzanine Equity
December 31,
2023
2022
$
$
58,836 $
26,037
5,487
90,360 $
74,079
27,023
5,661
106,763
On April 1, 2020, we issued 4,484,305 shares of our common stock, at a price of $15.61 per share, and
40,000 shares of our preferred stock, at a price of $1,000 per share, for aggregate gross proceeds of $110,000.
We designated this preferred stock as Series A Convertible Preferred Stock (our "convertible preferred stock").
Our convertible preferred stock is classified as mezzanine equity in our consolidated financial statements as the
substantive conversion features at the option of the holder precludes liability classification. We have determined
there are no material embedded features that require recognition as a derivative asset or liability.
We allocated the gross proceeds of $110,000 to the common stock issuance and the convertible
preferred stock issuance based on the standalone fair value of the issuances, resulting in a fair valuation of
$40,000 for the preferred stock, which is also the value of the mandatory redemption amount.
As of December 31, 2023, the carrying value of our convertible preferred stock, net of issuance costs, is
$39,959, and holders have earned unpaid stock dividends in the amount of 30,640 shares of common stock.
This stock dividend was issued on January 2, 2024. These shares are included in basic and diluted net loss
from continuing operations per share attributable to common stock, as described in Note 12. As of
December 31, 2023, no shares of the preferred stock have been converted, and the preferred stock was not
redeemable, nor probable to become redeemable in the future as there is a more than remote chance the
shares will be automatically converted prior to the mandatory redemption date. The number of shares of
common stock reserved for future issuance resulting from dividends, conversion, or redemption with respect to
the preferred stock was 2,622,177 as of the issuance date.
Dividends—The holders of our convertible preferred stock are entitled to dividends. Dividends accrue
daily based on a 360 day fiscal year at a rate of 5.5% per annum based on the issue price and are payable
quarterly in arrears on the first business day following the end of each calendar quarter. Assuming we satisfy
certain conditions, we will pay dividends in shares of common stock at a rate of the dividend payable divided by
$17.95. If we do not satisfy such conditions, we will pay dividends in a cash amount equal to (i) the dividend
shares otherwise issuable on the dividends multiplied by (ii) the volume-weighted average closing price of our
common stock for the ten trading days preceding the date the dividends are payable.
Participation Rights—Holders of our convertible preferred stock are entitled to dividends paid and
distributions made to holders of our common stock to the same extent as if such preferred stockholders had
converted their shares of preferred stock into common stock and held such shares on the record date for such
dividends and distributions.
Conversion—Holders may convert their convertible preferred stock into common stock at any time at a
rate per share of preferred stock equal to the issue price divided by $19.51 (the "conversion price"). A holder
that converts will also receive any dividend shares resulting from accrued dividends.
Our convertible preferred stock may also be automatically converted to shares of our common stock. If
the closing price of our common stock exceeds $27.32 per share (i) for each day of the 30 consecutive trading
days immediately preceding April 1, 2023 or (ii) following April 1, 2023 until 30 trading days prior to November
30, 2024, for each day of any 30 consecutive trading days, then each outstanding share of preferred stock will
automatically convert into a number of shares of our common stock at a rate per share of preferred stock equal
to the issue price divided by the conversion price. Upon an automatic conversion, a holder will also receive any
dividend shares resulting from accrued dividends.
81
Index to Notes
Redemption—On November 30, 2024, we will be required to redeem any outstanding shares of our
convertible preferred stock, and each holder may elect to receive cash, shares of common stock, or a
combination of cash and shares. If a holder elects to receive cash, we will pay, for each share of preferred
stock, an amount equal to the issue price plus any accrued dividends. If a holder elects to receive shares, we
will issue, for each share of preferred stock, a number of shares of common stock at a rate of the issue price
divided by the conversion price plus any dividend shares resulting from accrued dividends.
A holder of our convertible preferred stock has the right to require us to redeem up to all shares of
preferred stock it holds following certain events outlined in the document governing the preferred stock. If a
holder redeems as the result of such events, such holder may elect to receive cash or shares of common stock,
as calculated in the same manner as the mandatory redemption described above. Additionally, such holder will
also receive, in cash or shares of common stock as elected by the holder, an amount equal to all scheduled
dividend payments on the preferred stock for all remaining dividend periods from the date the holder gives its
notice of redemption.
Liquidation Rights—Upon our liquidation, dissolution, or winding up, holders of our convertible
preferred stock will be entitled to receive cash out of our assets prior to holders of the common stock.
Note 11: Equity and Equity Compensation Plans
Common Stock—As of December 31, 2023 and 2022, our amended and restated certificate of
incorporation authorized us to issue 500,000,000 shares of common stock with a par value of $0.001 per share.
Preferred Stock—As of December 31, 2023 and 2022, our amended and restated certificate of
incorporation authorized us to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share.
Amended and Restated 2004 Equity Incentive Plan—We granted stock options under our 2004
Equity Incentive Plan, as amended ("2004 Plan"), until July 26, 2017, when we terminated it in connection with
our IPO. Accordingly, no shares are available for future issuance under our 2004 Plan. Our 2004 Plan continues
to govern outstanding equity awards granted thereunder, all of which are fully vested. The term of each stock
option under the plan is no more than 10 years, and each stock option generally vests over a four-year period.
2017 Equity Incentive Plan—Our 2017 Equity Incentive Plan ("2017 EIP") became effective on July
26, 2017 and provides for issuance of incentive and nonqualified common stock options and restricted stock
units to employees, directors, officers, and consultants. The number of shares of common stock initially
reserved for issuance under our 2017 EIP was 7,898,159. The number of shares reserved for issuance under
our 2017 EIP will increase automatically on January 1 of each calendar year beginning on January 1, 2018, and
continuing through January 1, 2028, by the number of shares equal to the lesser of 5% of the total outstanding
shares of our common stock as of the immediately preceding December 31 or an amount determined by our
board of directors. The term of each stock option and restricted stock unit under the plan will not exceed 10
years, and each award generally vests between two and four years.
We have reserved shares of common stock for future issuance under our 2017 EIP as follows:
Stock options issued and outstanding
Restricted stock units outstanding
Shares available for future equity grants
Total shares reserved for future issuance
December 31,
2023
2022
2,406,453
15,947,173
7,991,532
26,345,158
3,282,789
15,731,632
7,951,616
26,966,037
82
Index to Notes
2017 Employee Stock Purchase Plan—Our 2017 Employee Stock Purchase Plan ("ESPP") was
approved by the board of directors on July 27, 2017, and enables eligible employees to purchase shares of our
common stock at a discount. Purchases will be accomplished through participation in discrete offering periods.
We initially reserved 1,600,000 shares of common stock for issuance under our ESPP. The number of shares
reserved for issuance under our ESPP will increase automatically on January 1 of each calendar year beginning
after the first offering date and continuing through January 1, 2028, by the number of shares equal to the lesser
of 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an
amount determined by our board of directors. On each purchase date, eligible employees will purchase our
common stock at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock
on the first trading day of the offering period, and (ii) the fair market value of our common stock on the purchase
date.
We have reserved shares of common stock for future issuance under our ESPP as follows:
Shares available for issuance at beginning of period
Shares issued during the period
Total shares available for issuance at end of period
December 31,
2023
2022
4,695,361
(1,491,040)
3,204,321
5,865,467
(1,170,106)
4,695,361
The weighted-average grant date fair value and the assumptions used in calculating fair values of
shares forecasted to be issued pursuant to our ESPP are as follows:
Expected life
Volatility
Risk-free interest rate
Dividend yield
Weighted-average grant date fair value
For the Offering
Period beginning
July 1, 2023
For the Offering
Period beginning
January 1, 2023
0.5 years
98.62%
5.53%
—%
$5.22
0.5 years
98.94%
4.77%
—%
$1.46
Stock Options—Option activity for the year ended December 31, 2023 was as follows:
Outstanding at January 1, 2023
Options exercised
Options expired
Outstanding at December 31, 2023
Options exercisable at December 31, 2023
Number Of
Options
Weighted-
Average
Exercise Price
3,282,789 $
(801,866)
(74,470)
2,406,453 $
2,406,453 $
9.10
2.99
8.97
11.14
11.14
Weighted-
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
2.90 $
1,145
2.63 $
2.63 $
3,355
3,355
The grant date fair value of our stock options was recorded as stock-based compensation over the
stock options' vesting period. All outstanding options were fully vested as of December 31, 2023. We did not
recognize any option-related expense during the year ended December 31, 2023.
The fair value of stock options vested and the intrinsic value of stock options exercised are as follows:
Fair value of options vested
Intrinsic value of options exercised
Year Ended December 31,
2023
2022
2021
$
— $
4,160
484 $
5,588
793
90,920
83
Index to Notes
Restricted Stock Units—Restricted stock unit activity for the year ended December 31, 2023 was as
follows:
Outstanding at January 1, 2023
Granted
Vested
Forfeited or canceled
Outstanding or deferred at December 31, 2023(1)
Restricted Stock
Units
Weighted-Average
Grant Date Fair
Value
15,731,632 $
9,328,065
(6,955,493)
(2,157,031)
15,947,173 $
11.53
8.44
11.81
11.25
9.64
(1) Starting with the restricted stock units granted to them in June 2019, our non-employee directors have the option to defer the issuance of common stock
receivable upon vesting of such restricted stock units until 60 days following the day they are no longer providing services to us or, if earlier, upon a change in
control transaction. The amount reported as vested excludes restricted stock units that have vested but whose settlement into shares have been deferred. The
amount reported as outstanding or deferred as of December 31, 2023 includes these restricted stock units. As no further conditions exist to prevent the
issuance of the shares of common stock underlying these restricted stock units, the shares are included in the basic and diluted weighted shares outstanding
used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is
not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ equity.
The grant date fair value of restricted stock units is recorded as stock-based compensation over the
vesting period. As of December 31, 2023, there was $117,005 of total unrecognized stock-based compensation
expense related to restricted stock units, which is expected to be recognized over a weighted-average period of
2.11 years.
As of December 31, 2023, there were 2,316,061 restricted stock units subject to performance and
market conditions ("PSUs") outstanding at 100% of the target level. Depending on our achievement of the
performance and market conditions, the actual number of shares of common stock issuable upon vesting of
PSUs will range from 0% to 200% of the target amount. For each PSU recipient, the awards will vest only if the
recipient is continuing to provide service to us upon our board of directors, or its compensation committee,
certifying that we have achieved the PSUs' related performance or market conditions. Stock-based
compensation expense for PSUs with performance conditions will be recognized when it is probable that the
performance conditions will be achieved. For PSUs with market conditions, the market condition is reflected in
the grant date fair value of the award and the expense is recognized over the life of the award. Stock-
compensation expense associated with the PSUs is as follows:
Expense associated with the current period
Expense due to reassessment of achievement related to prior periods
Total expense
Year Ended December 31,
2023
2022
2021
$
$
2,994 $
(553)
2,441 $
5,341 $
(267)
5,074 $
6,314
—
6,314
Compensation Cost—The following table details, for each period indicated, (i) our stock-based
compensation net of forfeitures, and the amount capitalized in internally developed software and (ii) includes
changes to the probability of achieving outstanding performance-based equity awards, each as included in our
consolidated statements of comprehensive loss:
Year Ended December 31,
2023
2022
2021
Cost of revenue
Technology and development(1)
Marketing
General and administrative
Stock-based compensation from continuing operations
Stock-based compensation from discontinued operations
$
12,914 $
15,137 $
33,111
5,148
19,528
70,701
234
26,365
3,991
17,526
63,019
5,238
Total stock-based compensation
$
70,935 $
68,257 $
12,388
21,172
2,142
13,843
49,545
5,177
54,722
(1) Net of $4,003, $3,660 and $4,059 of stock-based compensation expense capitalized for internally developed software for the years ended December 31,
2023, 2022 and 2021, respectively.
84
Index to Notes
Note 12: Net Loss from Continuing Operations per Share Attributable to Common Stock
Net loss from continuing operations per share attributable to common stock is computed by dividing the
net loss from continuing operations attributable to common stock by the weighted-average number of common
shares outstanding. We have outstanding stock options, restricted stock units, options to purchase shares
under our ESPP, convertible preferred stock, and convertible senior notes, which are considered in the
calculation of diluted net loss from continuing operations per share whenever doing so would be dilutive.
We calculate basic and diluted net loss from continuing operations per share attributable to common
stock in conformity with the two-class method required for companies with participating securities. We consider
our convertible preferred stock to be a participating security. Under the two-class method, net loss from
continuing operations attributable to common stock is not allocated to the preferred stock as its holders do not
have a contractual obligation to share in losses, as discussed in Note 10.
The calculation of basic and diluted net loss per share attributable to common stock was as follows:
Numerator:
Net loss from continuing operations
Dividends on convertible preferred stock
Year Ended December 31,
2023
2022
2021
$
(126,392) $
(249,797) $
(1,074)
(1,560)
(91,224)
(7,269)
Net loss from continuing operations attributable to common stock—basic and
diluted
$
(127,466) $
(251,357) $
(98,493)
Denominator:
Weighted-average shares—basic and diluted(1)
Net loss from continuing operations per share attributable to common stock—
basic and diluted
113,152,752
107,927,464
104,683,460
$
(1.13) $
(2.33) $
(0.94)
(1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our
convertible preferred stock, and (ii) restricted stock units whose settlement into common stock were deferred at the option of certain non-employee directors.
The following outstanding shares of common stock equivalents were excluded from the computation of
the diluted net loss from continuing operations per share attributable to common stock for the periods presented
because their effect would have been anti-dilutive.
2023 notes as if converted
2025 notes as if converted
2027 notes as if converted
Convertible preferred stock as if converted
Stock options outstanding(1)
Restricted stock units outstanding(1)(2)
Total
Year Ended December 31,
2023
—
2,667,993
5,379,209
2,040,000
2,406,453
15,908,735
28,402,390
2022
769,623
7,154,297
6,147,900
2,040,000
3,282,789
15,710,223
35,104,832
2021
769,623
9,119,960
6,147,900
2,040,000
4,019,011
4,589,696
26,686,190
(1) Excludes 2,316,061 incremental PSUs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target,
which is the maximum achievement level. See Note 11 for additional information regarding PSUs.
(2) Excludes 38,438 restricted stock units whose settlement into common stock were deferred at the option of certain non-employee directors as of
December 31, 2023.
85
Index to Notes
Note 13: Income Taxes
Our deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The following table represents the significant components of our deferred tax assets and liabilities for the
periods presented:
Deferred income tax assets
Net operating loss carryforwards
Business interest limitation carryforwards
Tax credit carryforwards
Lease liabilities
Capitalized research and development costs
Other
Gross deferred income tax assets
Valuation allowance
Total deferred income tax assets, net of valuation allowance
Deferred income tax liabilities
Intangible assets
Right-of-use assets
Other
Total deferred income tax liabilities
Net deferred income tax assets and liabilities
December 31,
2023
2022
$
160,329 $
164,242
35,402
23,968
11,472
50,780
15,108
297,059
(257,563)
39,496
(29,608)
(8,155)
(1,997)
(39,760)
$
(264) $
34,445
23,240
15,019
32,216
30,719
299,881
(245,212)
54,669
(40,069)
(11,225)
(3,618)
(54,912)
(243)
In determining the realizability of the net U.S. federal and state deferred tax assets, we consider
numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax
planning strategies, and the industry in which we operate. Management reassesses the realization of the
deferred tax assets each reporting period, which resulted in a valuation allowance against the full amount of our
U.S. deferred tax assets for all periods presented. To the extent that the financial results of our U.S. operations
improve in the future and the deferred tax assets become realizable, we will reduce the valuation allowance
through earnings.
The following table represents our net operating loss ("NOL") carryforwards as of December 31, 2023
and 2022:
Federal
Various states
Foreign
December 31,
2023
2022
$
642,212 $
32,234
5,363
651,498
34,718
5,255
Federal NOL carryforwards are available to offset federal taxable income with NOL carryforwards of
$449,434 generated after 2017 available to offset future U.S. federal taxable income over an indefinite period,
and the remainder expiring between 2024 and 2037. State NOL carryforwards are available to offset future
taxable income and begin to expire in 2024. NOL carryforward periods for the various states jurisdictions
generally range from 5 to 20 years. Foreign NOL carryforward periods for foreign federal and provincial
jurisdictions are generally 20 years and will begin to expire in 2039.
Net research and development credit carryforwards of $23,968 and $23,240 are available as of
December 31, 2023 and 2022, respectively, to reduce future tax liabilities. The research and development credit
carryforwards begin to expire in 2026.
Deductible but limited federal business interest expense carryforwards of $149,464 and $145,296 are
available as of December 31, 2023 and 2022, respectively, to offset future U.S. federal taxable over an
indefinite period.
86
Index to Notes
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, substantial changes
in our ownership may limit the amount of NOL and income tax credit carryforwards that could be utilized
annually in the future to offset taxable income and income tax liabilities. Any such annual limitation may
significantly reduce the utilization of the NOLs and income tax credits before they expire. A Section 382
limitation study performed as of March 31, 2017 determined that we experienced an ownership change in 2006
with $1,506 of the 2006 NOL, and $32 of the 2006 research and development tax credit unavailable for future
use. Furthermore, in connection with the acquisition of Rent., Rent. experienced an ownership change that
triggered Section 382. As of September 30, 2021, Rent. completed a Section 382 limitation study and, based on
this analysis, we do not expect a reduction in our ability to fully utilize Rent.’s pre-change NOLs.
The components of loss from continuing operations before benefit for income taxes for the years ended
December 31, 2023, 2022, and 2021 were $(125,110), $(246,880), and $(95,873), for federal purposes,
respectively, and $(303), $(2,801), and $(1,458), for foreign purposes, respectively.
The following table is a reconciliation of the U.S. federal income tax at statutory rate to our effective
income tax rate:
U.S. federal income tax at statutory rate
State taxes (net of federal benefit)
Stock-based compensation
Permanent differences
Federal research and development credit
Change in valuation allowance
Other
Acquisition costs
Expiration of tax attribute carryforwards
Effective income tax rate
December 31,
2023
2022
2021
21.00 %
21.00 %
21.00 %
3.26
(5.18)
(0.36)
0.58
(11.62)
(0.82)
—
(7.63)
(0.77) %
5.02
(3.24)
(0.18)
1.77
(20.12)
0.26
(0.02)
(4.54)
9.31
17.70
(0.14)
6.43
(44.33)
(1.99)
(1.71)
—
(0.05) %
6.27 %
The difference between the U.S. federal income tax at statutory rate of 21% for the years ended
December 31, 2023, 2022, and 2021, and our effective tax rate in all periods is primarily due to a full valuation
allowance related to our U.S. deferred tax assets and the impact of U.S. states where we incur current income
tax expense.
We recorded an income tax expense of $979 for the year ended December 31, 2023, which in part
consists of current state income tax expense recorded for the year ended December 31, 2023. Tax expense for
the year ended December 31, 2023 also includes federal and state deferred income tax expense generated by
an increase to an indefinite-lived deferred tax liabilities created through our April 2, 2021 acquisition of Rent.
and our April 1, 2022 acquisition of Bay Equity. We recorded an income tax expense of $116 for the year ended
December 31, 2022, which is primarily a result of a deferred tax liability created through our April 2, 2021
acquisition of Rent. and can be used to realize certain deferred tax assets against which we had previously
recorded a full valuation allowance. Our deferred income tax benefit was partially offset by current state income
tax expense recorded for the year ended December 31, 2022. We recorded an income tax benefit of $6,107 for
the year ended December 31, 2021, which is primarily a result of a deferred tax liability created through our April
2, 2021 acquisition of Rent. and can be used to realize certain deferred tax assets against which we had
previously recorded a full valuation allowance. Our deferred income tax benefit was partially offset by current
state income tax expense recorded for the year ended December 31, 2021.
87
Index to Notes
The following table summarizes the components of our income tax expense (benefit) from continuing
operations for the periods presented:
Current income tax expense:
U.S. - State
Total current income tax expense
Deferred income tax benefit:
U.S. - Federal
U.S. - State
Total deferred income tax benefit
Total income tax expense (benefit)
December 31,
2023
2022
2021
$
959 $
959
16
4
20
$
979 $
1,074 $
1,074
97
(1,055)
(958)
116 $
1,215
1,215
—
(7,322)
(7,322)
(6,107)
We account for uncertainty in income taxes in accordance with ASC 740. Tax positions are evaluated
utilizing a two-step process, whereby we first determine whether it is more likely than not that a tax position will
be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation
processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold, it is
then measured to determine the amount of benefit to recognize in the financial statements. The tax position is
measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate
settlement.
The following table summarizes the activity related to unrecognized tax benefits:
Unrecognized benefit—beginning of year
Gross (decreases) increases—prior year tax positions
Gross increases—current year tax positions
Unrecognized benefit—end of year
December 31,
2023
2022
2021
$
$
5,809 $
(527)
709
5,991 $
4,692 $
(210)
1,327
5,809 $
3,105
32
1,555
4,692
All of the unrecognized tax benefits as of December 31, 2023 and 2022 are accounted for as a
reduction in our deferred tax assets. Due to our valuation allowance, none of the $5,991 and $5,809 of
unrecognized tax benefits would affect our effective tax rate, if recognized. We do not believe it is reasonably
possible that our unrecognized tax benefits will significantly change in the next 12 months.
We recognize interest and penalties related to unrecognized tax benefits as income tax expense. There
was no interest or penalties accrued related to unrecognized tax benefits for each year ended December 31,
2023 and 2022 and no liability for accrued interest or penalties related to unrecognized tax benefits as of
December 31, 2023.
Our material income tax jurisdictions are the United States (federal) and Canada (foreign). As a result of
NOL carryforwards, we are subject to audit for all tax years for federal and foreign purposes. All tax years
remain subject to examination in various other jurisdictions that are not material to our consolidated financial
statements.
88
Index to Notes
Note 14: Debt
As of December 31, 2023, outstanding borrowings of our debt are as follows:
Lender
2024
2025
2026
2027
2028
Thereafter
Maturity of Debt
Warehouse Credit Facilities
City National Bank
$
20,046 $
— $
— $
— $
— $
Origin Bank
M&T Bank
Prosperity Bank
Republic Bank & Trust Company
Wells Fargo Bank, N.A.
Term Loan
Convertible Senior Notes
2025 notes
2027 notes
30,110
18,870
29,358
23,415
30,165
—
—
—
—
—
—
—
—
—
192,002
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
496,735
—
—
—
—
—
124,416
—
—
Total borrowings
$
151,964 $
192,002 $
— $
496,735 $
124,416 $
—
—
—
—
—
—
—
—
—
—
Warehouse Credit Facilities—To provide capital for the mortgage loans that it originates, our
mortgage segment utilizes warehouse credit facilities that are classified as current liabilities on our consolidated
balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan, and
rights and income related to the loans.
Each warehouse credit facility contains various restrictive and financial covenants and provides that a
breach or failure to satisfy these covenants constitutes an event of default. As of December 31, 2023 we
received a waiver of our financial covenants pursuant to the Republic Bank & Trust Company credit facility.
The following table summarizes borrowings under these facilities as of the periods presented:
December 31, 2023
December 31, 2022
Lender
Borrowing
Capacity
Outstanding
Borrowings
Weighted-
Average
Interest Rate
on
Outstanding
Borrowings
Borrowing
Capacity
Outstanding
Borrowings
City National Bank
Comerica Bank
Origin Bank
M&T Bank
Prosperity Bank
Republic Bank & Trust Company
Wells Fargo Bank, N.A.
$
50,000 $
20,046
7.24 % $
75,000 $
N/A
75,000
50,000
75,000
45,000
100,000
N/A
30,110
18,870
29,358
23,415
30,165
N/A
7.25 %
7.39 %
7.23 %
7.28 %
7.36 %
75,000
75,000
50,000
100,000
75,000
100,000
27,288
26,526
23,739
19,126
35,856
26,636
31,338
Total
$
395,000 $
151,964
$
550,000 $
190,509
Weighted-
Average
Interest Rate
on
Outstanding
Borrowings
5.89 %
6.36 %
5.98 %
6.45 %
6.18 %
5.81 %
6.41 %
Term Loan—On October 20, 2023, we entered into a definitive agreement with Apollo Capital
Management, L.P. and its affiliates (“Apollo”) whereby Apollo agreed to commit up to $250,000 of financing for
us in the form of a first lien term loan facility (the “facility”). We borrowed half of the loan on October 20, 2023
and the remainder will be available as a delayed draw during the following 12 months.
89
Index to Notes
The facility is pre-payable at par, after 12 months of call protection (during which prepayment would be
at 101% of par), or with respect to prepayments made with respect to a change of control, at 101% of par, and
carries a five-year term, maturing October 20, 2028. Interest will be charged at the Secured Overnight Financing
Rate (“SOFR”) +575 basis points for the first five full fiscal quarters after closing, with step-downs to SOFR
+550 basis points and SOFR +525 basis points thereafter upon achieving agreed performance metrics. The
facility requires that we maintain cash and cash equivalents of $75,000 which is tested on a quarterly basis. The
negative covenants include restrictions on the incurrence of liens and indebtedness, investments, certain
merger transactions, and other matters, all subject to certain exceptions. The effective interest rate for our term
loan is 11.97%.
The facility includes customary events of default that, include among other things, non-payment of
principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross
default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control,
and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the
obligations under the facility. In addition, the facility prohibits us from making any cash payments on the
conversion or repurchase of our notes if an event of default exists under our term loan facility, or if, after giving
effect to such conversion or repurchase, we would not be in compliance with the financial covenants under our
term loan facility.
As security for our obligations under the facility, we granted Apollo a first priority security interest on
substantially all of our assets and the assets of our material subsidiaries, subject to certain exceptions.
Therefore, in a bankruptcy, Apollo first, and the holders of our convertible senior notes second, would have a
claim to our assets senior to the claims of holders of our common stock.
As part of the transaction, we repurchased $5,000 principal amount of our 2025 convertible notes held
by Apollo and $71,894 principal amount of 2027 convertible notes held by Apollo for an aggregate repurchase
price of $57,075 using cash on our balance sheet. Additionally, we paid $2,471 in debt issuance costs in
connection with the Apollo term loan, which is currently recorded in prepaid expenses on our consolidated
balance sheet.
The components of the term loan were as follows:
December 31, 2023
Aggregate Principal Amount
Unamortized Debt Discount
Unamortized Debt Issuance
Costs
Net Carrying Amount
124,688
—
272
124,416
Convertible Senior Notes—We have issued convertible senior notes with the following characteristics:
Issuance
2025 notes
2027 notes
Maturity Date
October 15, 2025
April 1, 2027
Stated
Cash
Interest
Rate
— %
0.50 %
Effective
Interest
Rate
First Interest
Payment Date
Semi-Annual
Interest Payment
Dates
0.42 % —
—
0.90 % October 1, 2021
April 1; October 1
Conversion
Rate
13.7920
10.6920
We issued our 2025 notes on October 20, 2020, with an aggregate principal amount of $661,250. We
issued our 2027 notes on March 25, 2021 and April 5, 2021, with an aggregate principal amount of $575,000.
The following table describes repurchase activity for the year ended December 31, 2023:
Repurchase Program
Repurchases in Conjunction with Apollo Term Loan
Issuance
2025 notes
2027 notes
Principal
Cash Paid
Gain on
Extinguishment
Principal
Cash Paid
Gain on
Extinguishment
320,283
—
241,808
—
75,204
—
5,000
71,894
4,075
46,754
664
18,151
90
Index to Notes
The components of the convertible senior notes are as follows:
Issuance
Issuance
2025 notes
2027 notes
2023 notes
2025 notes
2027 notes
2023 notes
Contractual interest expense
Amortization of debt issuance costs
Total interest expense
2025 notes
Contractual interest expense
Amortization of debt issuance costs
Total interest expense
2027 notes
Contractual interest expense
Amortization of debt issuance costs
Total interest expense
Total
Contractual interest expense
Amortization of debt issuance costs
Total interest expense
Aggregate
Principal
Amount
193,445
503,106
December 31, 2023
Unamortized
Debt Issuance
Costs
Net Carrying
Amount
1,443
6,371
192,002
496,735
Aggregate
Principal
Amount
December 31, 2022
Unamortized
Debt Issuance
Costs
$
23,512 $
81 $
518,728
575,000
6,045
9,526
Net Carrying
Amount
23,431
512,683
565,474
2023
Year End December 31,
2022
2021
$
$
223 $
81
304 $
411 $
150
561 $
—
4,602
—
2,706
$
4,602 $
2,706 $
2,785
3,151
2,875
2,240
$
5,936 $
5,115 $
3,008
7,834
3,286
5,096
$
10,842 $
8,382 $
413
189
602
—
2,760
2,760
2,187
1,705
3,892
2,600
4,654
7,254
Conversion of Our Convertible Senior Notes
Prior to the free conversion date, a holder of each tranche of our convertible senior notes may convert
its notes in multiples of $1,000 principal amount only if one or more of the conditions described below is
satisfied. On or after the free conversion date, a holder may convert its notes in such multiples without any
conditions. The free conversion date is July 15, 2025 for our 2025 notes and January 1, 2027 for our 2027
notes.
The conditions are:
•
•
•
during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our
common stock for at least 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on, and including, the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable
trading day;
during the five business day period after any five consecutive trading day period in which the trading
price per $1,000 principal amount of the applicable notes for each trading day of the measurement
period was less than 98% of the product of the last reported sale price of our common stock and the
applicable conversion rate on each such trading day;
if we call any or all of the applicable notes for redemption, at any time prior to the close of business on
the scheduled trading day prior to the redemption date; or
91
Index to Notes
•
upon the occurrence of specified corporate events.
We intend to settle any future conversions of our convertible senior notes by paying or delivering, as the
case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at
our election. We apply the if-converted method to calculate diluted earnings per share when applicable. Under
the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the
full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest
expense for the period. None of the above conditions were satisfied during the year ended December 31, 2023.
Classification of Our Convertible Senior Notes
Historically, we had separated our 2025 notes into liability and equity components. With our adoption of
ASU 2020-06 on January 1, 2021, using the modified retrospective approach, this accounting treatment is no
longer applicable. All of our convertible senior notes are now accounted for wholly as liabilities. The difference
between the principal amount of the notes and the net carrying amount represents the unamortized debt
discount, which we record as a deduction from the debt liability in our consolidated balance sheets. This
discount is amortized to interest expense using the effective interest method over the term of the notes.
See Note 4 for fair value information related to our convertible senior notes.
Cross-acceleration and Cross-default Provisions of our Convertible Senior Notes, Term Loan,
and Warehouse Credit Facilities—The indentures governing our 2025 and 2027 convertible senior notes
contain cross-acceleration and cross-default provisions. These provisions could have the effect of creating an
event of default under the indenture for either our 2025 or 2027 convertible senior notes, despite our
compliance with that agreement, due solely to an event of default or failure to pay amounts owed under the
indenture for the other tranche of convertible senior notes. Accordingly, all or a significant portion of our
outstanding convertible senior notes could become immediately payable due solely to our failure to comply with
the terms of a single agreement governing either our 2025 or 2027 convertible senior notes. In addition, each of
our warehouse credit facilities and term loan facility contain cross-acceleration and cross-default provisions.
These provisions could have the effect of creating an event of default under the agreement for any such facility,
despite our compliance with that agreement, due solely to an event of default or failure to pay amounts owed
under the agreement for another facility. Accordingly, all or a significant portion of our outstanding warehouse
indebtedness or outstanding term loan indebtedness could become immediately payable due solely to our
failure to comply with the terms of a single agreement governing one of our facilities. While the cross-default
provisions in our existing warehouse credit facilities do not pick up defaults under our convertible senior notes
and our existing warehouse credit facilities are carved out of the cross-payment default provisions in our 2025
and 2027 senior notes given that they constitute non-recourse debt, any default under our convertible senior
notes would trigger an event of default under our term loan facility and, similarly, any default under our term loan
facility would trigger the cross-payment default provisions in our 2025 and 2027 senior notes.
2027 Capped Calls—In connection with the pricing of our 2027 notes, we entered into capped call
transactions with certain counterparties (the “2027 capped calls”). The 2027 capped calls have initial strike
prices of $93.53 per share and initial cap prices of $138.56 per share, in each case subject to certain
adjustments. Conditions that cause adjustments to the initial strike price and initial cap price of the 2027 capped
calls are similar to the conditions that result in corresponding adjustments to the conversion rate for our 2027
notes. The 2027 capped calls cover, subject to anti-dilution adjustments, 6,147,900 shares of our common stock
and are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of
the 2027 notes, with such reduction or offset, as the case may be, subject to a cap based on the cap price. The
2027 capped calls are separate transactions, and not part of the terms of our 2027 notes. As these instruments
meet certain accounting criteria, the 2027 capped calls are recorded in stockholders’ equity and are not
accounted for as derivatives. The cost of $62,647 incurred in connection with the 2027 capped calls was
recorded as a reduction to additional paid-in capital on our consolidated balance sheets.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and principal financial officers,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934), as of the end of the period covered by this Annual Report. Based on such
evaluation, our principal executive and principal financial officers have concluded that as of such date, our
disclosure controls and procedures were effective at the reasonable assurance level described below.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our management,
with the participation of our principal executive and principal financial officers, evaluated the effectiveness of our
internal control over financial reporting using the framework set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on this
assessment, management concluded that Redfin Corporation maintained effective internal control over financial
reporting as of the end of the period covered by this Annual Report. Deloitte & Touche LLP, our independent
registered public accounting firm, has issued an attestation report on our internal control over financial reporting,
and this attestation report appears in Item 8.
Changes in Internal Control Over Financing Reporting
In connection with the evaluation required by Rule 13a-15(d) under the Securities Exchange Act of
1934, there were no changes in our internal control over financial reporting that occurred during the quarter
ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal control
over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within our company have been
detected. The design of any system of controls is also based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.
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Item 9B. Other Information
During the quarter ended December 31, 2023, the following directors and Section 16 officers adopted
contracts, instructions, or written plans for the purchase or sale of our securities. Each of these intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (“10b5-1 Plan”).
None of our directors or Section 16 officers adopted or terminated a “non-Rule 10b5-1 trading arrangement” as
defined in Item 408 of Regulation S-K during the covered period.
The 10b5-1 Plans included a representation from each officer to the broker administering the plan that
they were not in possession of any material nonpublic information regarding the company or the securities subject
to the plan. A similar representation was made to the company in connection with the adoption of the plan under
the company’s insider trading policy. Those representations were made as of the date of adoption of each 10b5-1
Plan.
Name
Title
Action
Date Adopted
Expiration Date
Aggregate # of Securities to
be Bought/Sold
Anthony Kappus (1)
Chief of Legal Affairs
and Digital Revenue
Adoption
November 17,
2023
November 29,
2024
33,914
(1) Anthony Kappus, our Chief of Legal Affairs and Digital Revenue Officer, entered into a Rule 10b5-1 Plan on November 17, 2023. Mr. Kappus’s 10b5-1 Plan
provides for the potential sale of shares of our common stock. underlying future-vesting Restricted Stock Units For purposes of calculating the Aggregate # of
Securities to be Sold under Mr. Kappus’s 10b5-1 Plan, we have not removed the number of shares to be withheld for income taxes.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
95
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to our proxy statement to be filed in
connection with our 2024 Annual Meeting of Stockholders by April 30, 2024.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to our proxy statement to be filed in
connection with our 2024 Annual Meeting of Stockholders by April 30, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated by reference to our proxy statement to be filed in
connection with our 2024 Annual Meeting of Stockholders by April 30, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to our proxy statement to be filed in
connection with our 2024 Annual Meeting of Stockholders by April 30, 2024.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated by reference to our proxy statement to be filed in
connection with our 2024 Annual Meeting of Stockholders by April 30, 2024.
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Item 15. Exhibits, Financial Statement Schedules
PART IV
The financial statements and financial statement schedules required to be filed as part of this annual
report are included under Item 8.
The exhibits required to be filed as part of this Annual Report are listed below. Exhibits 10.1 through
10.20 constitute management contracts or compensatory plans or arrangements. Notwithstanding any language
to the contrary, Exhibits 32.1, 32.2, 101, and 104 shall not be deemed to be filed as part of this annual report for
purposes of Section 18 of the Securities Exchange Act of 1934.
Incorporated by Reference
Filed
Herewith
Exhibit
Number
Exhibit Description
Filing
Exhibit
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Merger Agreement, dated as of January 10, 2022, by and among Redfin
Corporation, Ruby Merger Sub LLC, BE Holdco, LLC, and Brett McGovern
Restated Certificate of Incorporation
Restated Bylaws
Amended and Restated Certificate of Designation, Rights and Limitations of
Series A Convertible Preferred Stock
Form of Common Stock Certificate
Description of Common Stock
Indenture, dated as of July 23, 2018, between Redfin Corporation and Wells
Fargo Bank, National Association
Form of Convertible Senior Note due 2023 (contained in exhibit 4.3)
Indenture, dated as of October 20, 2020 between Redfin Corporation and
Wells Fargo Bank, National Association
Form of Convertible Senior Note due 2025 (contained in exhibit 4.5)
Indenture, dated as of March 25, 2021, between Redfin Corporation and
Wells Fargo Bank, National Association
Form of Convertible Senior Note due 2027 (contained in exhibit 4.7)
Amended and Restated 2004 Equity Incentive Plan and forms of award
agreements thereunder
2017 Equity Incentive Plan and forms of award agreements thereunder
Form of Restricted Stock Unit Award Notice and Restricted Stock Unit
Award Agreement under the 2017 Equity Incentive Plan (February 2019)
Form of Notice of Performance-Based Restricted Stock Unit Award and
Performance-Based Restricted Stock Unit Award Agreement under the 2017
Equity Incentive Plan (June 2018)
Form of Performance-Based Stock Option Notice and Award Agreement
(June 2019)
Form of Restricted Stock Unit Notice and Award Agreement for Non-
Employee Directors (May 2019)
Form of Indemnification Agreement
Amended and Restated Offer Letter by and between Redfin Corporation and
Glenn Kelman, dated June 27, 2017
Amended and Restated Offer Letter by and between Redfin Corporation and
Bridget Frey, dated June 27, 2017
Amended and Restated Offer Letter by and between Redfin Corporation and
Anthony Kappus, dated February 9, 2022
Amended and Restated Offer Letter by and between Redfin Corporation and
Chris Nielsen, dated June 27, 2017
8-K
10-Q
8-K
8-K
S-1/A
10-K
8-K
8-K
8-K
8-K
8-K
8-K
S-1
10-K
10-Q
8-K
8-K
10-Q
S-1/A
S-1
S-1
10-K
10-K
2.1
3.1
3.1
3.1
4.1
4.2
4.1
4.1
4.1
4.1
4.1
4.2
10.2
10.3
10.1
10.1
10.1
10.2
10.1
10.4
10.5
10.11
10.6
Offer Letter by and between Redfin Corporation and Anna Stevens, dated
June 3, 2022
10-Q
10.1
Offer Letter by and between Redfin Corporation and Christian Taubman,
dated October 13, 2019
10-K
10.13
Amended and Restated Offer Letter by and between Redfin Corporation and
Adam Wiener, dated June 27, 2017
10-K
10.10
Filing
Date
Jan. 11,
2022
Aug. 4,
2022
Jan. 26,
2022
June 15,
2020
July 26,
2017
Feb. 17,
2022
July 23,
2018
July 23,
2018
Oct. 20,
2020
Oct. 20,
2020
March 25,
2021
March 25,
2021
June 30,
2017
Feb. 22,
2018
May 8,
2019
June 6,
2018
June 6,
2019
Aug. 1,
2019
July 17,
2017
June 30,
2017
June 30,
2017
Feb. 17,
2022
Feb. 22,
2018
Nov. 9,
2022
Feb. 12,
2020
Feb. 14,
2019
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Table of Contents
10.16
10.17
10.18
Terms of Separation & Advisory Services by and between Redfin
Corporation and Adam Wiener, dated August 29, 2023
10-Q
10.1
Advisory Services to Redfin Corporation by and between Redfin Corporation
and Adam Wiener, dated August 29, 2023
10-Q
10.2
Term Loan and Security Agreement by and between Redfin Corporation,
Apollo Administrative Agency LLC, and Apollo Global Funding, LLC, dated
as of October 20, 2023
10-Q
10.3
10.19
Form of Change in Control Severance Agreement
10-Q
10.4
8-K
10.1
10.20
21.1
23.1
24.1
31.1
31.2
32.1
32.2
97
101
104
Form of Registration Rights Agreement by and among Redfin Corporation,
Brett McGovern, as the member representative, and each member party
thereto
List of Subsidiaries
Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm
Power of Attorney (contained in "Signatures")
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
Compensation Recovery Policy
Interactive Data Files
Cover page interactive data file, submitted using inline XBRL (contained in
Exhibit 101)
Item 16. Form 10-K Summary
None.
Nov. 2,
2023
Nov. 2,
2023
Nov. 2,
2023
Nov. 2,
2023
Jan. 11,
2022
X
X
X
X
X
X
X
X
X
X
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Redfin Corporation
(Registrant)
February 27, 2024
(Date)
By /s/ Glenn Kelman
Glenn Kelman
Chief Executive Officer
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 to this Annual Report on Form 10-K, 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 Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Table of Contents
Name
Title
Date
/s/ Glenn Kelman
Glenn Kelman
/s/ Chris Nielsen
Chris Nielsen
/s/ David Lissy
David Lissy
/s/ Robert Bass
Robert Bass
/s/ Julie Bornstein
Julie Bornstein
/s/ Kerry Chandler
Kerry Chandler
/s/ Austin Ligon
Austin Ligon
/s/ Brad Singer
Brad Singer
/s/ James Slavet
James Slavet
Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2024
Chief Financial Officer (Principal Financial
and Accounting Officer)
February 27, 2024
Chairman of the Board of Directors
February 27, 2024
Director
February 27, 2024
Director
February 27, 2024
Director
February 27, 2024
Director
February 27, 2024
Director
February 27, 2024
Director
February 27, 2024
/s/ Selina Tobaccowala
Selina Tobaccowala
Director
February 27, 2024
David Lissy
Chairman
Bright Horizons Family Solutions
Brad Singer
Former Chief Operating Officer and Partner
ValueAct Capital
James Slavet
Partner
Greylock Partners
Selina Tobaccowala
Chief Digital Officer
Openfit
Annual Report | 2023
Directors
Robert Bass
Former Vice Chairman
Deloitte
Julie Bornstein
Former Senior Vice President and
Chief Shopping Officer
Pinterest, Inc.
Kerry Chandler
Chief Human Resources Officer
Bombas
Glenn Kelman
Chief Executive Officer
Redfin
Austin Ligon
Co-Founder and former Chief Executive Officer
CarMax
Executive Offi cers
Glenn Kelman
Chief Executive Officer
Bridget Frey
Chief Technology Officer
Anthony Kappus
Chief Legal Officer
Chris Nielsen
Chief Financial Officer
Anna Stevens
Chief Human Resources Officer
Christian Taubman
Chief Growth Officer
We will provide to each stockholder as of April 9, 2024, upon the written request of the stockholder, a copy of our
annual report on Form 10-K for the year ended December 31, 2023, including the financial statements and financial
statement schedules. We will provide this annual report, other than exhibits, without charge. Please direct your
request to: Redfin Corporation, 1099 Stewart Street, Suite 600, Attn: Corporate Secretary, Seattle, WA 98101.
Annual Report | 2023