Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 7, 2024

ZILLOW GROUP, INC.

(Exact name of registrant as specified in its charter)

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)

(206) 470-7000

(Registrant’s telephone number, including area 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).

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. ☐


Item 2.02			Results of Operations and Financial Condition.

Zillow Group, Inc. (“Zillow Group” or “the Company”) today issued a press release and a shareholder letter announcing its financial results for the fiscal quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1, accompanying supporting tables as Exhibit 99.2, and the shareholder letter as Exhibit 99.3 to this Current Report on Form 8-K.

The information in this Item 2.02 and Exhibits 99.1, 99.2 and 99.3 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2024, Zillow Group announced the promotion of Jeremy Wacksman from Chief Operating Officer to Chief Executive Officer and his appointment as a member of Zillow Group’s Board of Directors (“Board”), effective immediately after the filing of Zillow Group’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 on August 7, 2024 (the “Effective Date”). Mr. Wacksman will succeed Zillow Group co-founder Richard N. Barton, who has served as Zillow Group’s Chief Executive Officer since 2019. Mr. Barton will remain on the Board and become Co-Executive Chairman of the Board, alongside co-founder, President of Zillow Group, and current Executive Chairman of the Board, Lloyd D. Frink.

The biography of Mr. Wacksman is contained in Zillow Group’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2024. There are no arrangements or understandings between Mr. Wacksman and any other persons pursuant to which Mr. Wacksman was appointed as Chief Executive Officer or a director of the Board. Mr. Wacksman does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Other than his employment relationship with the Company as disclosed herein, and his compensation and benefits in connection with such employment relationship, there are no transactions in which Mr. Wacksman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Wacksman’s appointment as Chief Executive Officer, the compensation committee of the Board approved an increase in his annual base salary to $825,000 effective as of the Effective Date, and approved an award of 61,993 restricted stock units to be settled in shares of Class C capital stock and 185,976 nonqualified stock options for the purchase of Class C capital stock under the Zillow Group, Inc. 2020 Incentive Plan (the “Equity Award”). The Equity Award will be granted on August 8, 2024 and will vest over four (4) years in sixteen (16) substantially equal quarterly installments. At this time, there are no changes to Mr. Barton’s compensation arrangement with the Company.

In connection with Mr. Wacksman’s appointment to the Board, the Board increased the size of the Board from ten to eleven members and appointed Mr. Wacksman to fill the vacancy created. Mr. Wacksman joins Mr. Barton, Mr. Frink, and April Underwood as a Class II director. He will not serve on any committees of the Board. In accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, Mr. Wacksman’s initial term of Board service will expire at the 2025 annual meeting of shareholders.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description

99.1						Press release dated August 7 , 2024 entitled “Zillow Group Reports Second -Quarter 2024 Financial Results” issued by Zillow Group, Inc. on August 7 , 2024.

99.2						Supplement entitled “Reported Consolidated Results” issued by Zillow Group, Inc. on August 7 , 2024.

99.3						Shareholder Letter issued by Zillow Group, Inc. on August 7 , 2024.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: August 7, 2024	ZILLOW GROUP, INC.

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

Exhibit 99.1


Contacts:
Investors
Brad Berning
ir@zillowgroup.com

Media
Chrissy Roebuck
press@zillow.com

Zillow Group Reports Second-Quarter 2024 Financial Results

SEATTLE — Aug. 7, 2024 — Zillow Group, Inc. (NASDAQ: Z and ZG), which is transforming the way people buy, sell, rent and finance homes, today announced its consolidated financial results for the three months ended June 30, 2024.

Complete financial results for the second quarter and outlook for the third quarter of 2024 can be found in our shareholder letter on the Investor Relations section of Zillow Group’s website at https://investors.zillowgroup.com/investors/financials/quarterly-results/default.aspx.

“Zillow outperformed the residential real estate industry for the eighth consecutive quarter, delivering better-than-expected revenue across the business,” said Zillow Group CEO Jeremy Wacksman. “We’re executing well, continually shipping exceptional products and services in Zillow’s housing super app as we build the digital future of real estate. With an increasingly diversified and growing business, we are on our way to deliver strong GAAP profitability over time and meet our 2024 expectations to deliver double-digit revenue growth and modestly expand our Adjusted EBITDA margin. We are well positioned to capture more of our total addressable market and help more people get home.”

Recent highlights include:

•Zillow Group’s second-quarter results exceeded the company’s outlook for revenue and Adjusted EBITDA.

•Q2 revenue was $572 million, up 13% year over year and above the midpoint of the company’s outlook range by $39 million.

◦Residential revenue was up 8% year over year in Q2 to $409 million, outperforming both the residential real estate industry total transaction value1 growth of 3% and the company’s outlook.

◦Rentals revenue of $117 million increased 29% year over year, primarily driven by multifamily revenue growing 44% year over year in Q2.

◦Mortgages revenue of $34 million increased 42% year over year, due primarily to a 125% year-over-year increase in purchase loan origination volume to $756 million in Q2. The increase was partially offset by a decrease in mortgage marketplace revenue.

•On a GAAP basis, net loss was $17 million, or 3% of total revenue, in Q2.

•Q2 Adjusted EBITDA was $134 million, or 23% of total revenue, $41 million above the midpoint of the company’s outlook range, driven primarily by higher-than-expected Residential revenue.

•Cash and investments at the end of Q2 were $2.6 billion, down from $2.9 billion at the end of Q1 2024.

•Traffic to Zillow Group’s mobile apps and sites in Q2 was 231 million average monthly unique users, flat year over year. Visits during Q2 were 2.5 billion, up 4% year over year.

•Today, we announced Jeremy Wacksman has been promoted to chief executive officer of Zillow Group and appointed to the company’s Board of Directors (the “Board”). Co-founder Rich Barton will remain on the Board and become its co-executive chairman, alongside co-founder, President of Zillow Group and current Executive Chairman Lloyd Frink.

1 National Association of REALTORS® existing homes sold during Q2 2024 multiplied by the average selling price per home for Q2 2024, compared with the same period in 2023.

Second Quarter 2024 Financial Highlights

The following table sets forth Zillow Group’s financial highlights for the periods presented (in millions, except percentages, unaudited):


	Three Months Ended June 30,				2023 to 2024 % Change	Six Months Ended June 30,				2023 to 2024 % Change
	2024		2023			2024		2023
Revenue:
Residential	$	409	$	380	8%	$	802	$	741	8%
Rentals	117		91		29%	214		165		30%
Mortgages	34		24		42%	65		50		30%
Other	12		11		9%	20		19		5%
Total revenue	$	572	$	506	13%	$	1,101	$	975	13%
Other Financial Data:
Gross profit	$	442	$	402		$	848	$	779
Net loss	$	(17)	$	(35)		$	(40)	$	(57)
Adjusted EBITDA (1)	$	134	$	111		$	259	$	215
Percentage of Revenue:
Gross profit	77%		79%			77%		80%
Net loss	(3)%		(7)%			(4)%		(6)%
Adjusted EBITDA (1)	23%		22%			24%		22%
(1) Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with U.S. generally accepted accounting principles, or GAAP. See below for more information regarding our presentation of Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net loss for each of the periods presented.

Conference Call and Webcast Information

The company will host a live webcast to discuss these results today at 2 p.m. Pacific Time (5 p.m. Eastern Time). Please register for the live event at https://zillow-q2-24-earnings-call.open-exchange.net/. A shareholder letter and link to both the live webcast and recorded replay of the call may be accessed in the Quarterly Results section of Zillow Group’s Investor Relations website.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding the future performance and operation of our business, and our business strategies and ability to translate such strategies into financial performance. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “continue,” “estimate,” “outlook,” “guidance,” “would,” “could,” “strive,” or similar expressions constitute forward-looking statements. Forward-looking statements are made based on assumptions as of August 7, 2024, and although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group’s actual results from those described in these forward-looking statements may result from actions taken by Zillow Group as well as from risks and uncertainties beyond Zillow Group’s control.

Factors that may contribute to such differences include, but are not limited to: the current and future health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to manage advertising and product inventory and pricing and maintain relationships with our real estate partners; our ability to establish or maintain relationships with listing and data providers, which affects traffic to our mobile applications and websites; our ability to comply with current and future rules and requirements promulgated by the National Association of REALTORS®, multiple listing services, or other real estate industry groups or governing bodies; our ability to navigate industry changes, including as a result of past, pending or future class-action lawsuits, settlements or government investigations, which may include lawsuits, settlements or investigations in which we are not a named party, such as the National Association of REALTORS® settlement agreement entered into on March 15, 2024; our ability to continue to innovate and compete to attract customers and real estate partners; our ability to effectively invest resources to pursue new strategies, develop new products and services and expand existing products and services into new markets; our ability to operate and grow Zillow Home Loans, our mortgage origination business, including the ability to obtain or maintain sufficient financing to fund its origination of mortgages, meet customers’ financing needs with its product offerings, continue to grow the origination business and resell originated mortgages on the secondary market; the duration and impact of natural disasters, geopolitical events, and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services, or general economic conditions; our ability to maintain adequate security measures or technology systems, or those of third parties on which we rely, to protect data integrity and the information and privacy of our customers and other third parties; the impact of past, pending or future litigation and other disputes or enforcement actions, which may include lawsuits or investigations to which we are not a party; our ability to attract, engage, and retain a highly skilled workforce; acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors; our ability to continue relying on third-party services to support critical functions of our business; our ability to protect and continue using our intellectual property and prevent others from copying, infringing upon, or developing similar intellectual property, including as a result of generative artificial intelligence; our ability to comply with domestic and international laws, regulations, rules, contractual obligations, policies and other obligations, or to obtain or maintain required licenses to support our business and operations; our ability to pay our debt, settle conversions of our convertible senior notes, or repurchase our convertible senior notes upon a fundamental change; our ability to raise additional capital or refinance our indebtedness on acceptable terms, or at all; actual or anticipated fluctuations in quarterly and annual results of operations and financial position; actual or perceived inaccuracies in the assumptions, estimates and internal or third-party data that we use to calculate business, performance and operating metrics; and volatility of our Class A common stock and Class C capital stock prices.

The foregoing list of risks and uncertainties is illustrative but not exhaustive. For more information about potential factors that could affect Zillow Group’s business and financial results, please review the “Risk Factors” described in Zillow Group’s publicly available filings with the United States Securities and Exchange Commission. Except as may be required by law, Zillow Group does not intend and undertakes no duty to update this information to reflect future events or circumstances.

About Zillow Group, Inc.

Zillow Group, Inc. (NASDAQ: Z and ZG) is reimagining real estate to make home a reality for more and more people. As the most visited real estate website in the United States, Zillow and its affiliates help people find and get the home they want by connecting them with digital solutions, dedicated partners and agents, and easier buying, selling, financing and renting experiences.

Zillow Group’s affiliates, subsidiaries and brands include Zillow®, Zillow Premier Agent®, Zillow Rentals®, Zillow Home Loans℠, Trulia®, Out East®, StreetEasy®, HotPads®, ShowingTime+SM, Spruce® and Follow Up Boss®.

All marks herein are owned by MFTB Holdco, Inc., a Zillow affiliate. Zillow Home Loans, LLC is an Equal Housing Lender, NMLS #10287 (www.nmlsconsumeraccess.org). © 2024 MFTB Holdco, Inc., a Zillow affiliate.

Please visit https://investors.zillowgroup.com, www.zillowgroup.com/news, and www.x.com/zillowgroup, where Zillow Group discloses information about the company, its financial information and its business that may be deemed material.

The Zillow Group logo is available at https://zillowgroup.mediaroom.com/logos-photos.

(ZFIN)

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, this press release includes references to Adjusted EBITDA, a non-GAAP financial measure. We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. We have not provided a quantitative reconciliation of forecasted GAAP net income (loss) to forecasted Adjusted EBITDA within this press release because we are unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include but are not limited to: income taxes that are directly impacted by unpredictable fluctuations in the market price of the company’s capital stock; depreciation and amortization from new acquisitions; impairments of assets; gains or losses on extinguishment of debt; and acquisition-related costs. These items, which could materially affect the computation of forward-looking GAAP net income (loss), are inherently uncertain and depend on various factors, many of which are outside of our control. We have not provided a reconciliation of forecasted Adjusted EBITDA margin to net income (loss) margin, the most directly comparable GAAP financial measure, for the same reasons.

Adjusted EBITDA is a key metric used by our management and board of directors to measure operating performance and trends and to prepare and approve our annual budget. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments;

•Adjusted EBITDA does not reflect impairment and restructuring costs;

•Adjusted EBITDA does not reflect acquisition-related costs;

•Adjusted EBITDA does not reflect loss on extinguishment of debt;

•Adjusted EBITDA does not reflect interest expense or other income, net;

•Adjusted EBITDA does not reflect income taxes; and

•Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently from the way we do, limiting its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash-flow metrics, net loss and our other GAAP results.

Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA to net loss for each of the periods presented (in millions, unaudited):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Reconciliation of Adjusted EBITDA to Net Loss:
Net loss	$	(17)	$	(35)	$	(40)	$	(57)
Income taxes	2		1		4		1
Other income, net	(34)		(42)		(67)		(74)
Depreciation and amortization	59		45		115		85
Share-based compensation	113		130		221		233
Impairment and restructuring costs	—		2		6		8
Acquisition-related costs	—		1		—		1
Loss on extinguishment of debt	1		—		1		—
Interest expense	10		9		19		18
Adjusted EBITDA	$	134	$	111	$	259	$	215

Exhibit 99.2

Reported Consolidated Results

ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, unaudited)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	1,181	$	1,492
Short-term investments	1,447		1,318
Accounts receivable, net	115		96
Mortgage loans held for sale	195		100
Prepaid expenses and other current assets	189		140
Restricted cash	2		3
Total current assets	3,129		3,149
Contract cost assets	23		23
Property and equipment, net	356		328
Right of use assets	63		73
Goodwill	2,818		2,817
Intangible assets, net	222		241
Other assets	17		21
Total assets	$	6,628	$	6,652
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	39	$	28
Accrued expenses and other current liabilities	111		107
Accrued compensation and benefits	46		47
Borrowings under credit facilities	182		93
Deferred revenue	59		52
Lease liabilities, current portion	16		37
Convertible senior notes, current portion	1,025		607
Total current liabilities	1,478		971
Lease liabilities, net of current portion	89		95
Convertible senior notes, net of current portion	497		1,000
Other long-term liabilities	63		60
Total liabilities	2,127		2,126
Shareholders’ equity:
Class A common stock	—		—
Class B common stock	—		—
Class C capital stock	—		—
Additional paid-in capital	6,322		6,301
Accumulated other comprehensive loss	(11)		(5)
Accumulated deficit	(1,810)		(1,770)
Total shareholders’ equity	4,501		4,526
Total liabilities and shareholders’ equity	$	6,628	$	6,652

ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share data, which are presented in thousands, and per share data, unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	572	$	506	$	1,101	$	975
Cost of revenue (1)	130		104		253		196
Gross profit	442		402		848		779
Operating expenses:
Sales and marketing (1)	205		173		371		329
Technology and development (1)	144		140		291		277
General and administrative (1)	131		153		263		276
Impairment and restructuring costs	—		2		6		8
Acquisition-related costs	—		1		—		1
Total operating expenses	480		469		931		891
Loss from operations	(38)		(67)		(83)		(112)
Loss on extinguishment of debt	(1)		—		(1)		—
Other income, net	34		42		67		74
Interest expense	(10)		(9)		(19)		(18)
Loss before income taxes	(15)		(34)		(36)		(56)
Income tax expense	(2)		(1)		(4)		(1)
Net loss	$	(17)	$	(35)	$	(40)	$	(57)


Net loss per share - basic and diluted	$	(0.07)	$	(0.15)	$	(0.17)	$	(0.24)


Weighted-average shares outstanding - basic and diluted	233,453		233,629		234,074		234,023

(1) Includes share-based compensation expense as follows:
Cost of revenue	$	4	$	4	$	8	$	8
Sales and marketing	20		19		38		35
Technology and development	42		42		84		81
General and administrative	47		65		91		109
Total share-based compensation	$	113	$	130	$	221	$	233
Adjusted EBITDA (2)	$	134	$	111	$	259	$	215
(2) Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with U.S. generally accepted accounting principles, or GAAP. See Exhibit 99.1 for more information regarding our presentation of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, for each of the periods presented.

ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)


	Six Months Ended June 30,
	2024		2023
Operating activities
Net loss	$	(40)	$	(57)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	115		85
Share-based compensation	221		233
Amortization of right of use assets	6		12
Amortization of contract cost assets	9		11
Amortization of debt issuance costs	3		3
Impairment costs	6		6
Accretion of bond discount	(17)		(20)
Other adjustments to reconcile net loss to net cash provided by operating activities	8		(5)
Changes in operating assets and liabilities:
Accounts receivable	(19)		(19)
Mortgage loans held for sale	(95)		(32)
Prepaid expenses and other assets	(49)		(30)
Contract cost assets	(9)		(11)
Lease liabilities	(27)		(15)
Accounts payable	11		—
Accrued expenses and other current liabilities	6		27
Accrued compensation and benefits	(1)		2
Deferred revenue	7		5
Other long-term liabilities	—		(2)
Net cash provided by operating activities	135		193
Investing activities
Proceeds from maturities of investments	474		806
Purchases of investments	(591)		(638)
Purchases of property and equipment	(76)		(66)
Purchases of intangible assets	(14)		(18)
Net cash provided by (used in) investing activities	(207)		84
Financing activities
Net borrowings on warehouse line of credit and repurchase agreements	89		29
Repurchases of Class A common stock and Class C capital stock	(301)		(236)
Settlement of long-term debt	(89)		—
Proceeds from exercise of stock options	61		30
Net cash used in financing activities	(240)		(177)
Net increase (decrease) in cash, cash equivalents and restricted cash during period	(312)		100
Cash, cash equivalents and restricted cash at beginning of period	1,495		1,468
Cash, cash equivalents and restricted cash at end of period	$	1,183	$	1,568
Supplemental disclosures of cash flow information
Noncash transactions:
Capitalized share-based compensation	$	40	$	38
Write-off of fully depreciated property and equipment	20		16

Non-GAAP Net Income per Share

Our presentation of non-GAAP net income per share excludes the impact of the results of share-based compensation, impairment and restructuring costs, acquisition-related costs, loss on extinguishment of debt and income taxes. This measure is not a key metric used by our management or board of directors to measure operating performance or otherwise manage the business. However, we provide non-GAAP net income per share as supplemental information to investors, as we believe the exclusion of the results of share-based compensation, impairment and restructuring costs, acquisition-related costs, loss on extinguishment of debt and income taxes facilitates investors’ operating performance comparisons on a period-to-period basis. You should not consider non-GAAP net income per share in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table sets forth a reconciliation of non-GAAP net income, adjusted, to net loss, as reported on a GAAP basis, and the calculation of non-GAAP net income per share - basic and diluted, for each of the periods presented (in millions, except share data, which are presented in thousands, and per share data, unaudited):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss, as reported	$	(17)	$	(35)	$	(40)	$	(57)
Share-based compensation	113		130		221		233
Impairment and restructuring costs	—		2		6		8
Acquisition-related costs	—		1		—		1
Loss on extinguishment of debt	1		—		1		—
Income taxes	2		1		4		1
Net income, adjusted	$	99	$	99	$	192	$	186
Non-GAAP net income per share:
Basic	$	0.42	$	0.42	$	0.82	$	0.80
Diluted	$	0.39	$	0.39	$	0.75	$	0.74
Weighted-average shares outstanding:
Basic	233,453		233,629		234,074		234,023
Diluted	261,365		263,455		263,891		262,786

Diluted non-GAAP net income per share for the periods presented is calculated using diluted weighted-average shares outstanding, which includes potential shares of Class C capital stock for the periods in which their effect would have been dilutive. The potential shares of Class C capital stock were excluded from the calculation of non-GAAP net income per share for certain periods presented if their effect would have been antidilutive. The following table reconciles the denominators used in the basic and diluted non-GAAP net income per share calculations (in thousands, unaudited):


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Denominator for basic calculation	233,453	233,629	234,074	234,023
Effect of dilutive securities:
Option awards	1,356	1,774	2,286	1,516
Unvested restricted stock units	1,110	2,606	2,085	1,801
Convertible senior notes due in 2024 and 2026	25,446	25,446	25,446	25,446
Denominator for dilutive calculation	261,365	263,455	263,891	262,786

Key Metrics

The following table presents our visits and average monthly unique users for the periods presented (in millions, except percentages):


	Three Months Ended June 30,		2023 to 2024 % Change	Six Months Ended June 30,		2023 to 2024 % Change
	2024	2023		2024	2023
Visits (1)	2,495	2,391	4%	4,811	4,629	4%
Average monthly unique users (2)	231	232	—%	224	225	—%
(1) Visits includes groups of interactions by users with the Zillow, Trulia and StreetEasy mobile apps and websites. Zillow measures visits with an internal measurement tool, StreetEasy measures visits with Google Analytics, and Trulia measures visits with Adobe Analytics.
(2) Zillow measures unique users with an internal measurement tool, StreetEasy and HotPads measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.

The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in millions, except percentages):


	Three Months Ended June 30,				2023 to 2024 % Change	Six Months Ended June 30,				2023 to 2024 % Change
	2024		2023			2024		2023
Purchase loan origination volume	$	756	$	336	125%	$	1,357	$	595	128%
Refinance loan origination volume	3		4		(25)%	8		7		14%
Total loan origination volume	$	759	$	340	123%	$	1,365	$	602	127%

August 7, 2024 AMessage FromOurCo-Founder andCo-ExecutiveChair Today, we announced Jeremy Wacksman has been promoted to CEO of Zillow Group, and I will serve as co-executive chair of the Board of Directors alongside co-founder Lloyd Frink. I have been CEO and/or chairman since the day Lloyd and I seed-funded the company in 2004, and I will remain engaged as my role shifts to counseling Jeremy and the leadership team, rather than daily operational leadership. We organized most of the company around Jeremy three years ago when we promoted him to chief operating officer (COO). He has been supported by an exceptional team — amazing talent who have a clear strategy, high accountability, and high trust in one another. Under Jeremy’s leadership, they have successfully positioned the company to go after, and execute well against, the multiple large, complex, interconnected opportunities ahead of us. In 2009, when Zillow was very small, we found Jeremy at Microsoft and recruited him into a product and marketing role. Since then, his responsibilities have steadily gained scope, spanning product, marketing, and operations. Jeremy has been a key contributor throughout his tenure, advising Lloyd and me on major strategic and product decisions. Early on, he helped pioneer mobile real estate shopping with the launch of the Zillow app. Later, as chief marketing officer, he was critical to leading Zillow’s consumer marketing strategy, establishing a high bar and a branding framework for what has become a rare, loved and trusted household brand. His tenure as COO has been a time of particularly impressive innovation for Zillow. Jeremy operationalized Zillow’s housing super app strategy while maintaining strong cost discipline, diversifying our revenue base and growing Rentals and Mortgages. He successfully championed the Follow Up Boss and ShowingTime acquisitions, helping us deliver on our goal to provide agent partners and the broader industry with the best software solutions to power their businesses. He also organized, elevated, and recruited talent that makes up Zillow’s critical R&D, sales, and marketing operations. The Zillow business is in great shape financially, strategically, operationally, and organizationally, consistently outperforming the residential real estate industry. We are executing well and methodically shipping great software and services in the Zillow housing super app that aim to digitize and integrate home buying, selling, financing, and renting, empowering consumers and partners alike. Jeremy is right and ready to be CEO of Zillow now, and I’m excited to support him as he leads us through our next chapter of building the digital future of real estate. Sincerely, Rich Barton Co-Founder and Co-Executive Chair 1 | Q2 2024

Dear Shareholders, Zillow had another strong quarter, reporting better-than-expected revenue growth across the business. Q2 revenue was $572 million, up 13% year over year, which marks the eighth consecutive quarter our total revenue results have outperformed the residential real estate industry.12 We delivered double-digit year-over-year revenue growth and demonstrated cost discipline as we drive toward sustainable profitable growth. Q2 Residential revenue grew 8% year over year to $409 million. Rentals continued its growth with $117 million in revenue in Q2, up 29% year over year. Multifamily revenue is up 44% year over year, driven by growth in our multifamily property count, with 44,000 properties at the end of Q2, up from 40,000 at the end of Q1. We also continued to make progress in Mortgages, with Q2 revenue of $34 million, up 42% year over year, and purchase mortgage origination volume growing 125% year over year. These successes come despite a persistently challenging mortgage-rate environment, as evidenced by our estimate of total industry purchase loan origination volume3 being down mid-single digits year over year in Q2. We continue to believe our most important investments are in tech innovations that improve the customer experience, which has helped us earn and maintain our strong brand position and massive, engaged audience of movers. In Q2, we reported 231 million average monthly unique users across the Zillow ecosystem of apps and sites. As you’ll remember from previous shareholder letters and our February investor presentation,4 about 80% of our users come to us organically, and we have 3x more app users than anyone else in the category. 4https://s24.q4cdn.com/723050407/files/doc_presentations/2024/Mar/13/zillow-investor-present ation-feb-2024.pdf 3Zillow Group internal estimate of purchase mortgage loan originations multiplied by the average mortgage loan amount. 2Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with GAAP. Please see the “Use of Non-GAAP Financial Measures” section below for more information about our presentation of Adjusted EBITDA, including a reconciliation to the most directly comparable GAAP financial measure, which is net loss for the relevant period. 1National Association of REALTORS® existing homes sold during Q2 2024 multiplied by the average selling price per home for Q2 2024, compared to the same period in 2023. 2 | Q2 2024

Another way to measure traffic and brand strength is through Comscore, which is widely viewed among internet brands as a reliable, transparent third-party source because it aims to capture the number of unique visitors while deduping cookies. According to Comscore, Zillow Group’s apps and sites had 116 million average monthly unique visitors in Q2. Zillow has a huge audience, a partner network comprising some of the best agent teams in the business, and tech and product prowess that is unmatched in residential real estate. With an increasingly diversified and growing business, we believe we are primed to capitalize on the strength of the Zillow brand and capture a meaningful slice of the $30 billion accessible total addressable market in real estate — a slice that more closely reflects our reach in the category. And our results show we’re making great headway. GROWTH STRATEGY We’re pleased with the progress we’re making to transform and digitize the moving experience on behalf of buyers, sellers, renters, agents and the broader industry. Since 2022, we’ve been building the digitally integrated transaction experience and testing it in our Enhanced Markets across the country. Through this year, we’ve been increasing our breadth of coverage across more markets, and depth of penetration in those markets. As of the end of Q2, we’re in 19 Enhanced Markets, expanding to 36 by the end of August, well on our way to achieving our goal of 40 by the end of 2024. As we’ve said, Zillow is the housing super app, and we’re continually adding updates and improvements to it, guided by five for-sale growth pillars: touring, financing, seller solutions, enhancing our partner network, and integrating our services. Our for-sale growth pillars mark the pathway to meeting our goals to increase customer transaction share to 6% by the end of 2025. We’re also focused on building up Rentals, which currently accounts for 20% of our revenue and is growing rapidly. 3 | Q2 2024

TOURING Integrating our touring solutions into our buyer flow is meaningfully improving our ability to identify high-intent customers and connect them with our Premier Agent partners. We’ve seen that those touring connections convert at 3x the rate of other actions on Zillow. Last month, we nearly doubled the number of markets with Real Time Touring, and we’re seeing positive early results. In fact, we have already achieved our end-of-year target of approximately 20% of our connections coming from Real Time Touring, as well as improved transaction conversion. As one of many product improvements we’re making to this part of the customer journey, last quarter we introduced a Touring Agreement that instills more transparency into the process. The early indicators of success we saw in our pilot gave us the confidence to integrate it into Zillow’s touring experience, and just last week, the agreement became part of the “request a tour” flow on Zillow for nearly 80% of our tour connections. We plan to roll it out to remaining tour connections in the coming months. FINANCING Overall Zillow Home Loans customer adoption rates in our nine most mature Enhanced Markets have reached the mid-teens, and nearly 60% of our Zillow Home Loan originations are represented by a Premier Agent partner. To further capture buyers’ attention, we’ve also launched innovative tools through Zillow Home Loans to help them more accurately understand what they can afford. In Q2, we introduced a feature called BuyAbility,5 which gives buyers a personalized, real-time estimate of the home price and monthly payment that fit within their budget — powered by mortgage rates through Zillow Home Loans and available to check regularly in the Zillow app. Our efforts have accelerated purchase mortgage growth, with $756 million in purchase loan origination volume in Q2, a 125% year-over-year increase. We expect continued purchase mortgage growth for Zillow Home Loans as we launch more 5https://www.zillowgroup.com/news/our-new-tool-addresses-home-buyers-biggest-concern-a ffordability/ 4 | Q2 2024

Enhanced Markets and continue to improve our go-to-market integration with our Premier Agent partners. SELLER SOLUTIONS Zillow Showcase6 listings drive higher engagement compared to similar non-Showcase listings on Zillow — more views, more shares, and more saves. But even more importantly, homes that list with Showcase are selling faster and for more money, and agents who use Zillow Showcase are winning more listings than similar agents on Zillow. Zillow Showcase is available to agents in every market after launching nationwide earlier this year. Even though it’s early days, we’re pleased to share that more than 1% of all new listings nationwide are now using Showcase. We are on our way to our goal of 5%–10% listing coverage, which represents a $150 million – $300 million annual revenue opportunity. And we believe there is potential for future growth beyond that. ENHANCINGOUR PARTNER NETWORK We are supporting our partners by providing them with some of the best digital tools and solutions. For example, we’re pleased with the early results eight months after our acquisition of Follow Up Boss, one of real estate’s leading customer relationship management systems. More than 70% of our connections in Enhanced Markets are being managed through Follow Up Boss. INTEGRATINGOUR SERVICES The for-sale growth pillars come together in the Zillow housing super app experience. Providing high-intent customers with valuable solutions, working with some of the best agents and providing those agents with some of the best tools, has paid off for us: In our first four Enhanced Markets, we’ve seen revenue growth per total transaction value increase by more than 80% since the beginning of 2023, compared with the more than 50% growth we reported in our February 2024 letter to you. And as we expand, we are consistently seeing signs of repeatable success. In the 13 Enhanced Markets we were in at the end of Q1, we are seeing gains in revenue per total transaction value. We see an opportunity to increase conversion and revenue per total transaction value even 6https://showingtimeplus.com/solutions/listing-showcase 5 | Q2 2024

more from here as we launch the remaining Enhanced Markets this year. RENTALS More rental listings and multifamily properties, and ramping up marketing, have both helped drive customer awareness of rentals on Zillow. In June, our total Rentals Unique Visitors were up more than 20% year over year according to Comscore, widening our margin as the leading online rentals brand,7 with the largest audience and No. 1 preference among renters. We expect multifamily to be the primary driver of our Rentals revenue growth, and we made great progress in Q2. Zillow now has 44,000 multifamily properties, 38% more than a year ago. And our exclusive partnership with Realtor.com® is further boosting exposure for our multifamily listings, helping our partners reach even more renters. We have a lot of work ahead, but with multifamily revenue up 44% year over year, we are on our way, with a billion-dollar-plus revenue opportunity in front of us. We are so proud of the exceptional Zillow team for driving our eighth consecutive quarter of total revenue outperformance as we build the digital future of real estate. Their dedication and expertise continue to drive our business forward as we work to deliver exceptional products and services for consumers, agents, and the broader industry. Our successes to date give us a great deal of confidence in our future. We are on track to meet our expectations for 2024 to deliver double-digit revenue growth and modestly expand our Adjusted EBITDA margins. And we believe we are on our way to strong GAAP profitability over time that benefits all of us as shareholders. Thank you for being on this journey with us. Sincerely, JeremyWacksman JeremyHofmann CEO CFO 7https://s24.q4cdn.com/723050407/files/doc_earnings/2024/q1/presentation/Zillow-1Q24-Invest or-Presentation.pdf 6 | Q2 2024

Second-Quarter 2024Highlights Zillow Group’s second-quarter results exceeded our outlook for revenue and Adjusted EBITDA. ● Q2 revenue was $572 million, up 13% year over year and above the midpoint of our outlook range by $39 million. ○ Residential revenue was up 8% year over year in Q2 to $409 million, outperforming both the residential real estate industry total transaction value growth of 3% and our outlook. ○ Rentals revenue of $117 million increased 29% year over year, primarily driven by multifamily revenue growing 44% year over year in Q2. ○ Mortgages revenue of $34 million increased 42% year over year, due primarily to a 125% year-over-year increase in purchase loan origination volume to $756 million in Q2. The increase was partially offset by a decrease in mortgage marketplace revenue. ● On a GAAP basis, net loss was $17 million, or 3% of total revenue, in Q2. ● Q2 Adjusted EBITDA was $134 million, or 23% of total revenue, $41 million above the midpoint of our outlook range, driven primarily by higher-than-expected Residential revenue. ● Cash and investments at the end of Q2 were $2.6 billion, down from $2.9 billion at the end of Q1 2024. ● Traffic to Zillow Group’s mobile apps and sites in Q2 was 231 million average monthly unique users, flat year over year. Visits during Q2 were 2.5 billion, up 4% year over year. 7 | Q2 2024

SelectQ2 2024Results RESIDENTIAL Residential revenue increased 8% year over year to $409 million in Q2 2024. Our Premier Agent business benefited from the ongoing investments in our top- and mid-funnel experiences to connect more high-intent customers to our Premier Agent partners. Over the last two years, our investments have improved the rate at which we connect customers to Premier Agent partners by more than 2,000 basis points. RENTALS Rentals revenue of $117 million in Q2 increased 29% year over year, primarily driven by a 44% increase in our multifamily revenue. We continue to grow our multifamily rentals marketplace, with the number of multifamily properties advertising across Zillow reaching 44,000 at the end of Q2. Our total active rental listings across our entire rentals marketplace were also up more than 16% year over year to an industry-leading 1.9 million listings in June 2024. MORTGAGES Mortgages revenue was $34 million for Q2, an increase of 42% year over year, driven by 125% growth in our purchase loan origination volume to $756 million. These results are despite a difficult macroeconomic environment, as evidenced by our estimate of total industry purchase loan origination volume being down mid single digits year over year. The year-over-year increase in mortgage origination revenue was partially offset by a decrease in mortgage marketplace revenue driven by a shift in strategic priority as we focus on organic growth of our mortgage origination business. 8 | Q2 2024

NET LOSSANDADJUSTED EBITDA GAAP net loss was $17 million in Q2, and net loss margin was 3%, compared to a GAAP net loss of $35 million in Q2 2023 with a net loss margin of 7%, a 400-basis-point margin expansion year over year. Adjusted EBITDA was $134 million in Q2, above the midpoint of our outlook range by $41 million, driven primarily by higher-than-expected Residential revenue. Adjusted EBITDA margin8 was 23% for Q2, or more than a 100-basis-point margin expansion from the 22% margin in Q2 2023. The combination of revenue outperformance and effective cost management delivered improved year-over-year Adjusted EBITDA results despite a macro housing environment that remains constrained. SelectOperating Expenses and Cost of Revenue Sales and marketing, technology and development, general and administrative expenses (select operating expenses), and cost of revenue totaled $610 million in Q2, up 7% sequentially from $568 million in Q1 2024 and up 7% year over year from Q2 2023. Year-over-year results were impacted by higher cost of revenue, which was up $26 million year over year, primarily due to an increase in amortization of website development costs as we continue to test and release new products, as well as an increase in mortgage loan processing costs due to higher purchase loan origination volume. Adjusted EBITDA expenses8 were $438 million in Q2 2024, up 11% year over year. 8Adjusted EBITDA margin and Adjusted EBITDA expenses are non-GAAP financial measures; they are not calculated or presented in accordance with GAAP. Please see the “Use of Non-GAAP Financial Measures” section below for more information about the presentation and calculation of Adjusted EBITDA margin and Adjusted EBITDA expenses. 9 | Q2 2024

The following table presents a reconciliation of Adjusted EBITDA expenses to select operating expenses and cost of revenue for the periods presented (in millions, except percentages, unaudited): BALANCE SHEETANDCASHFLOWSUMMARY We ended Q2 with cash and investments of $2.6 billion, down from $2.9 billion at the end of Q1 2024. Positive net cash provided by operating activities was more than offset by $88 million of repurchases of convertible senior notes due in 2025 and $292 million of shares at a weighted average price of $42.34. As of the end of Q2, we had $1.5 billion of outstanding convertible debt. Our available repurchase authorization was $381 million at the end of Q2. 10 | Q2 2024

Outlook The following table presents our outlook for the three months ending September 30, 2024 (in millions): 910 ● Our total revenue outlook implies a year-over-year increase of 11% at the midpoint of our outlook range. We estimate the residential real estate industry total transaction value in Q3 will grow in the mid-single digits range year over year as compared to 3% year-over-year growth in Q2 2024. ● We expect our Rentals revenue to grow in the mid-20% range year over year. We expect multifamily revenue to grow faster than Rentals overall, as we benefit from sales 10We have excluded from our outlook for “Weighted-average shares outstanding - diluted” any potentially dilutive impact of the conversion of our convertible senior notes due in 2024, 2025, and 2026, and any potentially anti-dilutive impact of future share repurchases or capped call unwinds. The maximum number of shares underlying the convertible senior notes and capped call confirmations is 31.7 million and 11.5 million shares of Class C capital stock, respectively. 9Zillow Group has not provided a quantitative reconciliation of forecasted GAAP net income (loss) to forecasted Adjusted EBITDA within this communication because the company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include but are not limited to: income taxes that are directly impacted by unpredictable fluctuations in the market price of the company’s capital stock; depreciation and amortization from new acquisitions; impairments of assets; gains or losses on extinguishment of debt; and acquisition-related costs. These items, which could materially affect the computation of forward-looking GAAP net income (loss), are inherently uncertain and depend on various factors, many of which are outside of Zillow Group’s control. We have not provided a reconciliation of forecasted Adjusted EBITDA expenses to total select operating expenses and cost of revenue, the most directly comparable GAAP financial measure, or forecasted Adjusted EBITDA margin to net income (loss) margin, for the same reasons. For more information regarding the non-GAAP financial measures discussed in this communication and historical reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the “Use of Non-GAAP Financial Measures” section below. 11 | Q2 2024

execution, the launch of our national brand awareness campaign and our partnership with Realtor.com®. ● For Mortgages, we expect a similar year over year revenue growth rate to what we reported in Q2 2024. ● Our outlook implies Q3 Adjusted EBITDA expenses will be $450 million, which is what we expected in our full year plan. The sequential increase is expected to be driven by an uptick in our brand marketing spend related to our rentals brand campaign. We expect Adjusted EBITDA expenses to decline sequentially from Q3 to Q4 as marketing spend decreases in line with typical seasonal media spend. 2024OUTLOOK ● We continue to expect double-digit revenue growth for full-year 2024, with modest Adjusted EBITDA margin expansion, primarily driven by our growth pillars. 12 | Q2 2024

Forward-Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding our future targets, the future performance and operation of our business, our business strategies and ability to translate such strategies into financial performance, and the growth of the residential real estate industry. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “continue,” “estimate,” “outlook,” “opportunity,” “guidance,” “would,” “could,” “strive,” or similar expressions constitute forward-looking statements. Forward-looking statements are made based on assumptions as of August 7, 2024, and although we believe the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group’s actual results from those described in these forward-looking statements may result from actions taken by Zillow Group as well as from risks and uncertainties beyond Zillow Group’s control. Factors that may contribute to such differences include, but are not limited to: the current and future health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to manage advertising and product inventory and pricing and maintain relationships with our real estate partners; our ability to establish or maintain relationships with listing and data providers, which affects traffic to our mobile applications and websites; our ability to comply with current and future rules and requirements promulgated by the National Association of REALTORS®, multiple listing services, or other real estate industry groups or governing bodies; our ability to navigate industry changes, including as a result of past, pending or future class action lawsuits, settlements or government investigations, which may include lawsuits, settlements or investigations in which we are not a named party, such as the National Association of REALTORS® settlement agreement entered into on March 15, 2024; our ability to continue to innovate and compete to attract customers and real estate partners; our ability to effectively invest resources to pursue new strategies, develop new products and services and expand existing products and services into new markets; our ability to operate and grow Zillow Home Loans, our mortgage origination business, including the ability to obtain or maintain sufficient financing to fund its origination of mortgages, meet customers’ financing needs with its product offerings, continue to grow the origination business and resell originated mortgages on the secondary market; the duration and impact of natural disasters, geopolitical events, and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services, or general economic conditions; our ability to maintain adequate security measures or technology systems, or those of third parties on which we rely, to protect data integrity and the information and privacy of our customers and other third parties; the impact of past, pending or future litigation and other disputes or enforcement actions, which may include lawsuits or investigations to which we are not a party; our ability to attract, engage, and retain a highly skilled workforce; acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors; our ability to continue relying on third-party services to support critical functions of our business; our ability to protect and continue using our intellectual property and prevent others from copying, infringing upon, or developing similar intellectual property, including as a result of generative artificial intelligence; our ability to comply with domestic and international laws, regulations, rules, contractual obligations, policies and other obligations, or to obtain or maintain required licenses to support our business and operations; our ability to pay our debt, settle conversions of our convertible senior notes, or repurchase our convertible senior notes upon a fundamental change; our ability to raise additional capital or refinance our indebtedness on acceptable terms, or at all; actual or anticipated fluctuations in quarterly and annual results of operations and financial position; actual or perceived inaccuracies in the assumptions, estimates and internal or third-party data that we use to calculate business, performance and operating metrics; and volatility of our Class A common stock and Class C capital stock prices. The foregoing list of risks and uncertainties is illustrative but not exhaustive. For more information about potential factors that could affect Zillow Group’s business and financial results, please review the “Risk Factors” described in Zillow Group’s publicly available filings with the United States Securities and Exchange Commission (“SEC”). Except as may be required by law, Zillow Group does not intend and undertakes no duty to update this information to reflect future events or circumstances. 13 | Q2 2024

No Incorporation by Reference This communication includes website addresses and references to additional materials found on those websites, including Zillow Group’s websites. These websites and materials are not incorporated by reference herein or in our other filings with the SEC. Use of Estimates and Statistical Data This communication includes estimates and other statistical data made by independent third parties and by Zillow Group relating to the housing market, the mortgage-rate environment, connections, engagement, growth, and other data about Zillow Group’s audience, performance and the residential real estate industry. These data involve a number of assumptions and limitations, which may significantly impair their accuracy, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of future performance are necessarily subject to a high degree of uncertainty and risk. Use of Operating Metrics Zillow Group reviews a number of operating metrics to evaluate its business, measure performance, identify trends, formulate business plans, and make strategic decisions. This communication includes Customer Transactions, Total Transaction Value, Revenue Per Total Transaction Value, and Customer Transaction Share. Zillow Group uses these operating metrics on a periodic basis to evaluate and provide investors with insight into the performance of Zillow Group’s transaction-based product and service offerings, which currently include Premier Agent, Listing Showcase, seller solutions and Zillow Home Loans. Customer Transactions: Zillow Group calculates “Customer Transactions” as each unique purchase or sale transaction in which the homebuyer or seller uses Zillow Home Loans, Zillow Showcase and/or involves a Premier Agent or seller solutions partner with whom the buyer or seller connected through Zillow Group. In particular: • For Premier Agent and seller solutions partners, Zillow Group uses an internal approximation of the number of buy- and/or sell-side transactions, as applicable, that involve a Premier Agent or seller solutions partner with whom the buyer or seller connected through Zillow Group. Because of the challenges associated with measuring the conversion of connections to transactions outside of our Premier Agent Flex and our seller solutions programs, including reliance on the availability and quality of public records and data, these estimates may be inaccurate. • For Zillow Home Loans, Zillow Group counts each unique purchase transaction in which the buyer uses Zillow Home Loans. • For Zillow Showcase, Zillow Group counts each unique sale transaction in which the listing agent or seller uses Zillow Showcase. Revenue Per Total Transaction Value: Zillow Group calculates “Revenue Per Total Transaction Value” as the estimated Premier Agent, seller solutions, Zillow Showcase, Zillow Home Loans, and Follow Up Boss aggregate revenue for the relevant period divided by the aggregate total transaction value for the same period. “Total transaction value” is calculated as the average sales price of existing residential homes sold during the relevant period multiplied by the number of existing residential homes sold during the same period. Customer Transaction Share: Unless otherwise indicated, “Customer Transaction Share” is Customer Transactions divided by the number of total residential real estate transactions, for the relevant period. Use of Non-GAAP Financial Measures To provide investors with additional information regarding our financial results, this communication includes references to non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses. • Adjusted EBITDA Reconciliation We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable U.S. generally accepted accounting principle (“GAAP”) financial measure. 14 | Q2 2024

• Adjusted EBITDA Margin Calculation We have provided a calculation below of Adjusted EBITDA margin, as well as net loss margin, the most directly comparable GAAP financial measure. • Adjusted EBITDA Expenses Reconciliation and Calculation We have provided a reconciliation above of Adjusted EBITDA expenses to total select operating expenses and cost of revenue, the most directly comparable GAAP financial measure, and a calculation below of Adjusted EBITDA expenses calculated as revenue less Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses are key metrics used by our management and board of directors to measure operating performance and trends and to prepare and approve our annual budget. In particular, the exclusion of certain expenses in calculating these measures facilitates operating performance comparisons on a period-to-period basis. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include, but are not limited to, the fact that such non-GAAP measures: • Do not reflect changes in, or cash requirements for, our working capital needs; • Do not consider the potentially dilutive impact of share-based compensation; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments; • Do not reflect impairment and restructuring costs; • Do not reflect acquisition-related costs; • Do not reflect the loss (gain) on extinguishment of debt; • Do not reflect interest expense or other income, net; • Do not reflect income taxes; and • Other companies, including companies in our own industry, may calculate these non-GAAP measures differently from the way we do, limiting their usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses alongside other financial performance measures, including various cash-flow metrics, net loss, and our other GAAP results. 15 | Q2 2024

The following tables present a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, and a calculation of Adjusted EBITDA expenses for each of the periods presented (in millions, unaudited): Three Months Ended June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 Reconciliation of Adjusted EBITDA to Net Loss: Net loss $ (17) $ (23) $ (73) $ (28) $ (35) Income taxes 2 2 3 — 1 Other income, net (34) (33) (43) (34) (42) Depreciation and amortization 59 56 53 49 45 Share-based compensation 113 108 109 109 130 Impairment and restructuring costs — 6 10 1 2 Acquisition-related costs — — 2 1 1 Loss (gain) on extinguishment of debt 1 — (1) — — Interest expense 10 9 9 9 9 Adjusted EBITDA $ 134 $ 125 $ 69 $ 107 $ 111 Three Months Ended June 30, 2024 March 31, 2024 June 30, 2023 Calculation of Adjusted EBITDA Expenses: Revenue $ 572 $ 529 $ 506 Less: Adjusted EBITDA (134) (125) (111) Adjusted EBITDA expenses $ 438 $ 404 $ 395 16 | Q2 2024

The following tables present the calculation of Adjusted EBITDA margin and associated year-over-year percentage changes and the most directly comparable GAAP financial measure, which is net loss margin, and related year-over-year percentage changes, for each of the periods presented (in millions, except percentages and margin change basis points, unaudited): Three Months Ended June 30, 2023 to 2024 % Change Six Months Ended June 30, 2023 to 2024 % Change2024 2023 2024 2023 Revenue: Residential $ 409 $ 380 8% $ 802 $ 741 8% Rentals 117 91 29% 214 165 30% Mortgages 34 24 42% 65 50 30% Other 12 11 9% 20 19 5% Total revenue $ 572 $ 506 13% $ 1,101 $ 975 13% Other Financial Data: Gross profit $ 442 $ 402 10% $ 848 $ 779 9% Net loss $ (17) $ (35) 51% $ (40) $ (57) 30% Adjusted EBITDA $ 134 $ 111 21% $ 259 $ 215 20% Three Months Ended June 30, 2023 to 2024 % Change 2023 to 2024 Margin Change Basis Points Six Months Ended June 30, 2023 to 2024 % Change 2023 to 2024 Margin Change Basis Points Percentage of Revenue: 2024 2023 2024 2023 Gross profit 77 % 79 % (3)% (200) 77 % 80 % (4) % (300) Net loss (3) % (7) % 57% 400 (4) % (6) % 33 % 200 Adjusted EBITDA 23 % 22 % 5% 100 24 % 22 % 9 % 200 17 | Q2 2024

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Cover	Aug. 07, 2024
Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001617640
Document Type	8-K
Document Period End Date	Aug. 07, 2024
Entity Registrant Name	ZILLOW GROUP, INC.
Entity Incorporation, State or Country Code	WA
Entity File Number	001-36853
Entity Tax Identification Number	47-1645716
Entity Address, Address Line One	1301 Second Avenue
Entity Address, Address Line Two	Floor 36
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	470-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ZG
Security Exchange Name	NASDAQ
Common Class C [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class C Capital Stock, par value $0.0001 per share
Trading Symbol	Z
Security Exchange Name	NASDAQ