Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
___ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association
 
94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
 
(I.R.S. Employer
Identification No.)
 
 
 
101 North Phillips Avenue
Sioux Falls, South Dakota
 
57104
(Address of principal executive offices)
 
(Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
Redfin Corporation
(Exact name of obligor as specified in its charter)
Delaware
 
74-3064240
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

 
 
 
1099 Stewart Street, Suite 600
Seattle, WA
 
98101
(Address of principal executive offices)
 
(Zip code)
_____________________________
Convertible Senior Notes
(Title of the indenture securities)
 




Item 1.    General Information. Furnish the following information as to the trustee:
(a)
Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b)
Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4.
Copy of By-laws of the trustee as now in effect.*
Exhibit 5.
Not applicable.
Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.
Not applicable.
Exhibit 9.
Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.





SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 10th day of July, 2018.
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
/s/ Maddy Hughes
Maddy Hughes
Vice President





EXHIBIT 6
July 10, 2018
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
/s/ Maddy Hughes
Maddy Hughes
Vice President




Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.
 
 
Dollar Amounts
In Millions

ASSETS
 
 
Cash and balances due from depository institutions:
 
 
Noninterest-bearing balances and currency and coin
 
$
17,369

Interest-bearing balances
 
184,177

Securities:
 
 
Held-to-maturity securities
 
141,338

Available-for-sale securities
 
255,739

Equity Securities with readily determinable fair value not held for trading
 
91

 
 
 
Federal funds sold and securities purchased under agreements to resell:
 
 
Federal funds sold in domestic offices
 
62

Securities purchased under agreements to resell
 
33,549

Loans and lease financing receivables:
 
 
Loans and leases held for sale
 
8,236

Loans and leases, net of unearned income
921,233

 
LESS: Allowance for loan and lease losses
9,937

 
Loans and leases, net of unearned income and allowance
 
911,296

Trading Assets
 
47,470

Premises and fixed assets (including capitalized leases)
 
8,067

Other real estate owned
 
564

Investments in unconsolidated subsidiaries and associated companies
 
12,080

Direct and indirect investments in real estate ventures
 
95

Intangible assets
 
 
Goodwill
 
22,467

Other intangible assets
 
17,972

Other assets
 
55,960

 
 
 
Total assets
 
$
1,716,532

 
 
 
LIABILITIES
 
 
Deposits:
 
 
In domestic offices
 
1,300,220

Noninterest-bearing
419,558

 
Interest-bearing
880,662

 




 
 
Dollar Amounts
In Millions

In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
57,496

Noninterest-bearing
740

 
Interest-bearing
56,756

 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
Federal funds purchased in domestic offices
 
8,394

Securities sold under agreements to repurchase
 
6,610

 
 
 
Trading liabilities
 
10,762

Other borrowed money
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
125,409

Subordinated notes and debentures
 
11,864

Other liabilities
 
31,546

Total liabilities
 
$
1,552,301

 
 
 
 
 
 
EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
 
0

Common stock
 
519

Surplus (exclude all surplus related to preferred stock)
 
112,560

Retained earnings
 
53,885

Accumulated other comprehensive income
 
-3,088

Other equity capital components
 
0

Total bank equity capital
 
163,876

Noncontrolling (minority) interests in consolidated subsidiaries
 
355

 
 
 
Total equity capital
 
164,231

 
 
 
Total liabilities, and equity capital
 
$
1,716,532

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
Enrique Hernandez, Jr
Federico F. Pena
James Quigley