z-20241218

Washington

001-36853

47-1645716

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1301 Second Avenue, Floor 36, Seattle, Washington

98101

(Address of principal executive offices)

(Zip Code)


			Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ZG	The Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per share	Z	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

As previously reported, on October 8, 2024 (the “Redemption Notice Date”), Zillow Group, Inc. (“Zillow Group” or “the Company”) issued a notice of redemption to holders of its 1.375% Convertible Senior Notes due 2026 (the “Notes”) pursuant to which the Company announced that it would redeem in full all outstanding Notes issued under the Indenture, dated as of September 9, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), on December 18, 2024 (the “Redemption Date”). During the period from the Redemption Notice Date through the close of business on December 17, 2024 (the “Conversion Period”), holders of approximately $498 million aggregate principal amount of Notes elected to convert their Notes in accordance with the terms of the Indenture.

In connection with such conversions during the Conversion Period, the Company delivered to converting noteholders (i) aggregate cash payments totaling approximately $498 million covering the principal amount of Notes converted and cash in lieu of fractional shares, and (ii) 4,526,527 shares of Zillow Group Class C capital stock (the “Conversion Shares”). The issuance of the Conversion Shares in exchange for the converted Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 3(a)(9) thereof.

In addition, on the Redemption Date, the Company redeemed all approximately $1 million in aggregate principal amount of Notes that had not been previously surrendered for conversion at a redemption price in cash equal to 100% of the principal amount of Notes not converted, plus accrued and unpaid interest on such Notes from September 1, 2024 to, but excluding, the Redemption Date.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 19, 2024	ZILLOW GROUP, INC.

	By:	/s/ JENNIFER ROCK
	Name:	Jennifer Rock
	Title:	Chief Accounting Officer


Item 3.02			Unregistered Sales of Equity Securities.