Redfin : 2023 Proxy statement

April 28, 2022

Dear Redfin Stockholder,

We invite you to attend Redfin Corporation's 2022 Annual Meeting of Stockholders to be held on June 14, 2022 at 10:00 a.m. Pacific Time. We will hold the meeting as a virtual meeting conducted online via a live webcast. You will be able to attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visitingwww.virtualshareholdermeeting.com/ RDFN2022.

You are receiving this proxy statement and the accompanying proxy materials because you were a Redfin stockholder as of April 18, 2022, which is the record date for the annual meeting, and are eligible to vote at the meeting. For the ten days prior to the meeting and subject to verification of your voting eligibility, you may examine, for a purpose germane to the meeting, a list of stockholders of record entitled to vote by emailing a request [e-mail]. During the meeting, you will be able to access this list through the website for the meeting. Please use this opportunity to participate in Redfin's affairs by voting on the matters described in this proxy statement.

Whether or not you plan to attend the annual meeting, your vote is very important, and we encourage you to cast your ballot as soon as possible in one of the ways outlined in this proxy statement.

Sincerely,

David Lissy

Chairman of the Board

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGPROPOSAL 1 - ELECTION OF DIRECTORS

1

7

INFORMATION REGARDING OUR BOARD OF DIRECTORS AND ITS COMMITTEES

10

Board Diversity

10

Board Meetings and Annual Meeting Attendance Communicating with our Board of Directors Committees of our Board of Directors Director Nomination Process

10

10

10

12

Risk Oversight

12

Audit Committee Report Director Compensation EXECUTIVE COMPENSATION

12

13

15

Compensation Discussion and Analysis Compensation Committee Report Executive Compensation Tables

15

24

25

PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION CEO PAY RATIO

33

34

OUR CORPORATE GOVERNANCE

35

Separation of Chairman and Chief Executive Officer Other Public Company Directorships

35

35

Share Ownership and Retention Policy Anti-Pledging and Anti-Hedging Policies Related Party Matters

35

36

36

Code of Conduct and Ethics Delinquent Section 16(a) Reports

37

37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT EQUITY COMPENSATION PLAN INFORMATION

38

PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 4 - AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS BY OUR 2025 ANNUAL MEETING PROPOSAL 5 - AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS BEGINNING JULY 28, 2024 PROPOSAL 6 - STOCKHOLDER PROPOSAL REGARDING AMENDING OUR PROXY ACCESS BYLAW TO REMOVE STOCKHOLDER AGGREGATION LIMITS

ANNEX A - FULL TEXT OF AMENDMENTS TO CERTIFICATE OF INCORPORATION

41 42 43 45 46 A-1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

1. Why did I receive this proxy statement and other materials related to the annual meeting?

Each person who owned any shares of our common stock as of the close of business on April 18, 2022, or the record date, is entitled to vote at the annual meeting. You are receiving this proxy statement and accompanying proxy materials because you can vote at the meeting and our board of directors is soliciting your proxy to vote. The materials describe the matters to be voted on at the meeting and provide you with other important information so that you can make informed decisions. Please review the materials before casting your vote.

We delivered this proxy statement and other meeting materials to our stockholders eligible to vote on or around April 28, 2022.

• 2. When is the annual meeting?

  We will start the meeting at 10:00 a.m. Pacific Time on June 14, 2022.

• 3. How do I attend the annual meeting?

  The meeting will be a virtual meeting conducted online via a live webcast, and you can attend by visitingwww.virtualshareholdermeeting.com/RDFN2022 from anywhere with access to the Internet and a web browser. Shortly before the meeting's start time, please visit the meeting's website and log in using your control number. Please see question 19 for where to find your control number and question 11 for whom to contact if you encounter technical difficulties accessing the meeting.

4. What are the matters to be voted on at the annual meeting?

You are being asked to vote on the following:

• 1. The election of Julie Bornstein, Brad Singer, and Selina Tobaccowala to our board of directors as Class II directors.

• 2. The approval of our named executive officers' compensation, on an advisory basis.

• 3. The ratification of our audit committee's appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

• 4. Amendment to our certificate of incorporation to declassify our board by our 2025 annual meeting.

• 5. Amendment to our certificate of incorporation to eliminate supermajority voting requirements beginning July 28, 2024.

• 6. Stockholder proposal regarding amending our proxy access bylaw to remove stockholder aggregation limits, if properly presented at the meeting.

While we do not expect any other matter to be voted on at the meeting, the proxy holders will have discretionary authority to vote shares represented by a returned proxy on any additional matter that is presented for a vote at the meeting.

5. What are my choices in voting on each matter? How does the board of directors

recommend that I vote?

BoardProposal number

Item

Voting choicesrecommendation

For(1) 1 Election of directors Against Abstain For(1)
2 Approval of our named executive officers' compensation For Against AbstainFor
3 Ratification of appointment of auditor For Against AbstainFor
4 Amendment to our certificate of incorporation to declassify our board by our 2025 annual meeting For Against AbstainFor
5 Amendment to our certificate of incorporation to eliminate supermajority voting requirements beginning July 28, 2024	For Against Abstain	For
6 Stockholder proposal regarding amending our proxy access bylaw to remove stockholder aggregation limitsFor Against AbstainAgainst

(1) The voting choices and board recommendation are with respect to each Class II director nominee.

6. What vote is required to approve each matter? How do abstentions and broker non-votes affect approval?

Proposal number

1

2

3

Majority of votes cast

No effectNot applicable

4

5

Majority of outstanding sharesSame as against voteSame as against vote

6

Item Election of directors Approval of our named executive officers' compensation Ratification of appointment of auditor Amendment to our certificate of incorporation to declassify our board by our 2025 annual meeting Amendment to our certificate of incorporation to eliminate supermajority voting requirements beginning July 28, 2024 Stockholder proposal regarding amending our proxy access bylaw to remove stockholder aggregation limits

Votes required for approval Majority of votes cast(2)

AbstentionsBroker non-vote(1)

No effect

No effectMajority of votes cast

No effect

No effectMajority of outstanding sharesSame as against voteSame as against vote

Majority of votes cast

No effect

No effect

(1) A broker non-vote occurs when a beneficial holder does not provide specific voting instructions to its broker or nominee and the broker or nominee does not have discretionary authority to vote the shares. Brokers and nominees do not have discretionary authority to vote uninstructed shares with respect to proposals 1, 2, 4, 5, and 6 but do have discretionary authority to vote uninstructed shares with respect to proposal 3. Please see question 20 to determine if you are a beneficial holder.

(2) Pursuant to our corporate governance guidelines, any incumbent director seeking reelection in an uncontested election must submit an irrevocable offer of resignation that becomes effective upon (i) such director failing to receive a majority of votes cast and (ii) our board's acceptance of such resignation.

7. How many votes does each share represent?

Each share of our common stock represents one vote. As of the record date, we had 107,167,318 shares outstanding.

8. How do I vote?

You may vote before the meeting through any of the following methods:

• • By Internet: visitwww.proxyvote.com