DEF 14A of Zillow Group, Inc., Apr 16, 2025

DEF 14A of Zillow Group, Inc.

Filed Apr 16, 2025 · FY20240001617640-25-000056

Open on EDGAR

  1. Seattle, WA 98101

    | Table of Contents | | | Item | Page | | Proxy Summary | 1 | | Proposal 1: Election of Directors | 2 | | Corporate Governance | 13 | | Director Compensation | 24 | | Equity Compensation Plan Information | 27 | | Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm | 29 | | Audit Committee Report | 30 | | Independent Registered Public Accounting Firm’s Fees Report | 31 | | Executive Officers | 32 | | Security Ownership of Certain Beneficial Owners, Directors, and Management | 35 | | Compensation Discussion and Analysis | 42 | | Compensation Committee Report | 57 | | 2024 Compensation Tables | 58 | | 2024 Summary Compensation Table | 58 | | 2024 Grants of Plan-Based Awards Table | 60 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | 61 | | 2024 Option Exercises and Stock Vested Table | 65 | | Potential Payments Upon Termination or Change of Control Table | 68 | | Pay Versus Performance | 69 | | 2024 Pay Ratio | 74 | | Certain Relationships and Related Person Transactions | 76 | | General Information Concerning the Proxy Statement, Proxies, and Voting at the Annual Meeting | 80 | | Additional Information | 86 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of the nominating and governance committee, the Zillow Group Board appointed Mr. Wacksman to serve as a Class II director effective August 7, 2024. 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. As a result, Mr. Wacksman is being presented for shareholder consideration at the 2025 Annual Meeting. If elected at the Annual Meeting, Mr. Barton, Mr. Frink, Ms. Underwood, and Mr. Wacksman (collectively, the “Class II Directors”) will serve on the Board until the Annual Meeting of Shareholders in 2028, or until their respective successors are duly elected and qualified, whichever is later, or until their earlier death, resignation, or retirement. Proxies will be voted in favor of the Class II Directors unless the shareholder indicates otherwise on the proxy. The Class II Directors each currently serve as a director, have consented to being named as nominees in this Proxy Statement, and have agreed to serve if elected. The Board expects that each of the nominees will be able to serve, but if any nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the Board unless the Board chooses to reduce the number of directors serving on the Board. The following section presents certain biographical information for current members of the Board, as well as summaries of each director’s key qualifications and expertise most relevant to the decision to nominate the person for service on the Board.

  3. Richard N. Barton

    Richard N. Barton ✓ Co-founder and Co-Executive Chairman, Zillow Group, Inc. Qualifications/Expertise: •Co-founder and CEO Leadership •Technology Industry •Entrepreneur •Operational Management Richard N. Barton (age 57) is our co-founder and has served as Co-Executive Chairman since August 2024. Mr. Barton served as our Chief Executive Officer from inception in December 2004 until September 2010 and again from February 2019 until August 2024. Mr. Barton has been a member of our Board since inception, and served as Executive Chairman from September 2010 to February 2019. Mr. Barton served as a venture partner at Benchmark, a venture capital firm, from February 2005 through September 2018. Prior to co-founding our Company, Mr. Barton founded Expedia as a group within Microsoft Corporation in 1994. Microsoft spun out the group as Expedia, Inc., an online travel company ("Expedia") in 1999, and Mr. Barton served as Expedia’s President, Chief Executive Officer, and as a member of its board of directors from 1999 to 2003. Mr. Barton also co-founded and served as Non-Executive Chairman of Glassdoor, a job search and data site, from June 2007 through the company’s acquisition in June 2018. Mr. Barton also previously served on the board of directors of Altimeter Growth Corp., a special purpose acquisition company, from September 2020 to December 2021, and Altimeter Growth Corp. 2, a special purpose acquisition company, from January 2021 to March 2022. •Netflix, Inc. (a public online media subscription provider), since 2002; currently serves on the Audit Committee •Qurate Retail, Inc. (formerly Liberty Interactive Corporation) (a public holding company of businesses in the electronic retailing, media, communications, and entertainment industries), since 2016; currently serves on the Nominating and Corporate Governance Committee Education: •Bachelor of Science in General Engineering: Industrial Economics, Stanford University

  4. Lloyd D. Frink

    Lloyd D. Frink ✓ Co-founder, Co-Executive Chairman and President, Zillow Group, Inc. Qualifications/Expertise: •Co-founder and Executive Leadership •Corporate and Product Strategy •Mobile and Internet Industry •Entrepreneur •Operational Management •Corporate Governance Lloyd D. Frink (age 60) is our co-founder and has served as President since February 2005 and Co-Executive Chairman since August 2024. Mr. Frink served as Executive Chairman from February 2019 until August 2024 and as a member of the Board since inception in December 2004. Mr. Frink previously served as Vice Chairman from March 2011 to February 2019, Chief Strategy Officer from September 2010 to March 2011, Treasurer from December 2009 to March 2011, and as Vice President from December 2004 to February 2005. From 1999 to 2004, Mr. Frink was at Expedia, where he held many leadership positions, including Senior Vice President, Supplier Relations from 2003 to 2004, during which he managed the air, hotel, car, destination services, content, merchandising, and partner marketing groups. From 1988 to 1999, Mr. Frink was at Microsoft Corporation, a technology company, where he was part of the founding Expedia team and a Group Program Manager from 1991 to 1995 and 1997 to 1999. Current Other Company Board Service: •JustEatTakeAway.com (formerly GrubHub, Inc.) (a public online and mobile food-ordering company), since 2013 Education: Bachelor of Arts in Economics, Stanford University

  5. April Underwood

    April Underwood ✓ Managing Director and Co-founder, Adverb Ventures ✓ Founding Partner, #ANGELS angel investing collective ✓ Compensation Committee (Member) ✓ Independent Director Qualifications/Expertise: •Technology, Product Development, and Engineering Innovation •Consumer Engagement •Technology Industry •Marketing •Entrepreneur •Corporate Strategy April Underwood (age 44) has served as a member of the Board since February 2017. In February 2023, Ms. Underwood co-founded Adverb Ventures, a venture capital firm. She previously co-founded #ANGELS, a women-owned and operated angel-investing collective focused on helping grow technology startups in 2015, and continues to serve as a founding partner. Previously, she served in multiple leadership roles at Slack Technologies, Inc., a cloud-based software company that builds professional collaboration tools, including as Chief Product Officer from March 2018 to February 2019, as Vice President of Product from December 2015 to March 2018, and as Head of Platform from July 2015 to December 2015. Following her tenure at Slack, Ms. Underwood served as founder and Chief Executive Officer of Nearby HQ, an e-commerce technology and consulting firm, from May 2020 to December 2021; as a venture partner at Obvious Ventures, a private venture capital firm, from March 2020 to December 2021; and as founder and Chief Executive Officer of Wise Owl, a growth advisory company, from November 2019 to December 2021. Prior to joining Slack Technologies, Inc., she was Director of Product at Twitter, Inc., a social media and communications company, from April 2010 to February 2015. Prior to joining Twitter, Inc., Ms. Underwood held various product and engineering roles at Google, Travelocity, and Intel. She also previously served on the board of directors of TPB Acquisition Corp., a special purpose acquisition company, from March 2021 until February 2023. Current Other Company Board Service: •Eventbrite, Inc. (a public global self-service ticketing platform for live experiences), since June 2022; currently serves on the Compensation Committee Education: •Bachelor of Business Administration in Management Information Systems and Business Honors, University of Texas - Austin •Master of Business Administration, University of California - Berkeley (Haas)

  6. Jeremy Wacksman

    Jeremy Wacksman ✓ Chief Executive Officer, Zillow Group, Inc. Qualifications/Expertise: •Executive Leadership •Operational Management •Marketing •Real Estate Industry •Corporate and Product Strategy •Mobile and Internet Industry Jeremy Wacksman (age 48) has served as our Chief Executive Officer and as a member of the Board since August 2024. Since joining the Company in 2009, Mr. Wacksman has held a number of leadership positions, including Chief Operating Officer from February 2021 to August 2024, President of Zillow from December 2019 to February 2021, President of Zillow Brand and Co-Head of Zillow Offers from June 2018 to December 2019, Chief Marketing Officer from July 2016 to June 2018, Chief Marketing Officer of Zillow from August 2015 to July 2016, and Vice President of Marketing and Product Management from 2009 to August 2015. Prior to joining Zillow, Mr. Wacksman led marketing and product management efforts for Xbox and mobile at Microsoft Corporation. Current Other Company Board Service: None Education: •Bachelor of Science in Engineering, Purdue University •Master of Business Administration, Northwestern University (Kellogg)

  7. Jeremy Wacksman

    | The Board of Directors Recommends a Vote “FOR” Each of the Board's Nominees. |

  8. Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders

  9. Amy C. Bohutinsky

    Amy C. Bohutinsky ✓ Strategic Advisor, TCV ✓ Compensation Committee (Member) ✓ Nominating and Governance Committee (Member) ✓ Independent Director Qualifications/Expertise: •Prior Zillow Group Executive Leadership - COO and CMO •Brand Builder Amy C. Bohutinsky (age 50) has been a member of our Board since October 2018. Ms. Bohutinsky has served as Strategic Advisor (formerly Venture Partner) for funds at TCV since June 2019. Ms. Bohutinsky previously held a number of leadership roles with Zillow Group, including Chief Operating Officer from August 2015 to January 2019, Chief Marketing Officer from March 2011 to August 2015, Vice President of Marketing and Communications from September 2010 to March 2011, Vice President of Communications from August 2008 to September 2010, and Director of Communications from August 2005 to August 2008. Ms. Bohutinsky served on the boards of directors of Pencil and Pixel, Inc., dba Modsy, a private online interior design platform, from September 2020 to July 2022; The Gap, Inc., a public global retailer, from November 2018 to September 2020; Hotel Tonight, Inc., a private mobile-based hotel booking service, from August 2014 to April 2019; and Avvo, Inc., a private online marketplace for legal services, from June 2014 to March 2018. Current Other Company Board Service: •Wealthsimple (a privately held money management platform), since May 2024 •Duolingo (a public online language-learning platform), since June 2020; currently serves on Audit, Risk and Compliance Committee and is Chair of Nominating and Corporate Governance Committee •Translation Enterprises, Inc., dba UnitedMasters (a private music distributor), since November 2021 Education: •Bachelor of Arts in Journalism and Mass Communication, Washington & Lee University

  10. Jay C. Hoag

    Jay C. Hoag ✓ Founding General Partner, TCV ✓ Compensation Committee (Chair) ✓ Independent Director Qualifications/Expertise: •Corporate Strategy •Finance and Accounting •Risk Management •Corporate Governance •Executive Compensation •Talent and Leadership Development Jay C. Hoag (age 66) has served as a member of the Board since October 2005. Mr. Hoag co-founded TCV in 1995 and continues to serve as a Founding General Partner. He has also been involved in a large number of technology investments, including Airbnb, Altiris (acquired by Symantec), Ascend Communications (acquired by Lucent Technologies), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, Netflix, Peloton, and Sybase, among others. Mr. Hoag has served as a board member of Grow Care, Inc., dba Grow Therapy, a private online therapy platform, since October 2024. Previously, Mr. Hoag has served on the boards of directors of numerous other public and private companies, including Electronic Arts, Inc., a public interactive entertainment software company, from 2011 to 2021; Prodege, a privately held holding company of consumer loyalty websites and mobile apps, from 2014 to December 2021; and TechTarget, Inc., a public data and marketing company, from 2004 to 2016. He currently serves on the boards of directors of several universities, as well as the public companies listed below. •Netflix, Inc. (a public online media subscription service provider), since 1999; currently serves as chair of the Nominating and Governance Committee and lead independent director •Peloton Interactive, Inc. (a public interactive fitness platform), since August 2018; currently serves as Chairman of the Board and Chair of the Compensation Committee •TripAdvisor, Inc. (a public online travel company), since February 2018; currently serves as a member of the Compensation Committee Education: •Bachelor of Arts in Economics and Political Science, Northwestern University •Master of Business Administration, University of Michigan

  11. Gregory B. Maffei

    Gregory B. Maffei ✓ Chairman, President and Chief Executive Officer, Liberty TripAdvisor Holdings, Inc. ✓ Audit Committee (Chair) ✓ Independent Director Qualifications/Expertise: •Finance and Accounting •Capital Markets and Corporate Strategy •Operational Management •Corporate Governance •Public Media and Communications •Compliance and Risk Management Gregory B. Maffei (age 64) has served as a member of the Board since May 2005. Mr. Maffei has served as Chairman of the Board of Directors, President, and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc., a public holding company of online travel service companies, since June 2013. He previously served as a director, President and Chief Executive Officer of Liberty Broadband Corporation, a telecommunications company, from June 2014 until December 2024; and as a director, President and Chief Executive Officer of Liberty Media Corporation (including its predecessor), a digital media and e-commerce company, from May 2007 until December 2024. He previously served as a director, President, and Chief Executive Officer of Atlanta Braves Holdings, Inc., a public sports and real estate holding company, from December 2022 until August 2024. Mr. Maffei previously served as President and Chief Executive Officer of Qurate Retail, Inc. (and its predecessor) from February 2006 to March 2018; and as Director, President and Chief Executive Officer of GCI Liberty, Inc. from March 2018 until its combination with Liberty Broadband Corporation in December 2020. Mr. Maffei previously served as Chairman of the Board of Pandora Media, Inc., a personalized internet radio and music discovery provider, from September 2017 until February 2019, and as a director, President and Chief Executive Officer of Liberty Media Acquisition Corp, a special purpose acquisition company, from November 2020 to December 2022. •Charter Communications, Inc. (a cable television and broadband service provider), since May 2013 •Live Nation Entertainment, Inc. (a public live entertainment and e-commerce company), since February 2011; currently serves as Chairman of the Board •Qurate Retail, Inc. (a public holding company of businesses in the electronic retailing, media, communications and entertainment industries), including its predecessors, since November 2005; currently serves as Executive Chairman of the Board and as a member of the Executive Committee •Sirius XM Holdings, Inc. (a public satellite radio company), since March 2009; currently serves as Chairman of the Board •TripAdvisor, Inc. (a public online travel company), since February 2013; currently serves as Chairman of the Board and as a member of the Compensation Committee and Executive Committee Education: •Bachelor of Arts, Dartmouth College •Master of Business Administration, Harvard Business School

  12. Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders

  13. Erik Blachford

    Erik Blachford ✓ Founder, Blachford Capital LLC ✓ Nominating and Governance Committee (Member) •Finance •Entrepreneur •Operational Management •Technology Industry •Corporate Governance Erik Blachford (age 58) has served on the Board since May 2005. Mr. Blachford is an independent venture capital investor and advisor with a primary focus on consumer technology and travel companies. He founded Blachford Capital LLC in 2021. Mr. Blachford has also served as a partner at Narrative Fund Management LLC, a private venture capital firm, since November 2019, and consulted as a venture partner at Technology Crossover Ventures, a private equity and venture capital firm (“TCV”), from March 2011 until September 2021. He previously served on the board of directors of Peloton Interactive, Inc., a public interactive fitness platform, from April 2015 until February 2022; Nerdy, Inc., a public online instruction platform, from October 2015 until August 2022; Liftopia, Inc., a private online ski lift ticket booking service, from December 2011 until August 2020; Siteminder Limited, a private online hotel distribution and connectivity platform, from December 2013 until January 2020; and TourRadar, a private online travel booking service, from July 2018 until March 2020. Mr. Blachford has been an active independent investor in a variety of early-stage private companies and has held other leadership and board of director positions at various other publicly and privately held companies. Current Other Company Board Service: •HipCamp (a booking platform that specializes in campsites), since January 2025 •Busbud Inc. (a private online travel booking service), since September 2017 Education: •Bachelor of Arts in English and Certificate in Theater, Princeton University •Master of Business Administration, Columbia University Graduate School of Business •Master of Fine Arts, San Francisco State University

  14. J. William Gurley

    J. William Gurley ✓ General Partner, Benchmark Capital ✓ Independent Director Qualifications/Expertise: •Corporate Strategy and Finance •Technology Industry J. William Gurley (age 58) serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in 1999. Previously, he served as a partner of Hummer Windblad Venture Partners, a venture capital firm; a research analyst for Credit Suisse First Boston, an investment bank; and a design engineer at Compaq Computer Corporation, a manufacturer of computers and related components. Mr. Gurley previously served on the board of directors of Zillow Group, Inc. (including its predecessor, Zillow, Inc.) from 2005 to 2015. •Stitch Fix, Inc. (public fashion personalization company), since August 2013; currently serves as Chair of the Nominating and Corporate Governance Committee •Nextdoor Holdings, Inc. (public social networking company), since November 2021; currently serves on the Nominating, Corporate Governance and Corporate Responsibility Committee Education: •Bachelor of Science in Computer Science, University of Florida •Master of Business Administration, University of Texas

  15. Gordon Stephenson

    Gordon Stephenson ✓ Co-founder, Principal and Designated Broker, Real Property Associates ✓ Audit Committee (Member) ✓ Nominating and Governance Committee (Chair) ✓ Independent Director Qualifications/Expertise: •Real Estate Industry •Finance •Operational Management Gordon Stephenson (age 59) has served as a member of the Board since May 2005. Mr. Stephenson co-founded Real Property Associates (“RPA”), an independent real estate brokerage, property management, and development company, in 1991 and currently serves as Principal and Designated Broker. Prior to founding RPA, Mr. Stephenson was an associate broker with Prudential MacPhersons and Windermere Real Estate, both of which are real estate sales and brokerage companies based in Seattle, Washington. Mr. Stephenson previously served on the board of directors of Anchor Bancorp, a bank holding company, and its wholly owned subsidiary, Anchor Bank, a community-based savings bank, from September 2016 to November 2018. Mr. Stephenson previously served on the board of directors of Pure Watercraft Incorporated, an electric boat company, from June 2017 to June 2024. Current Other Company Board Service: •University District Parking Associates Inc. (a private provider of affordable parking), since June 2024 Education: Bachelor of Arts in Economics, Stanford University

  16. Claire Cormier Thielke

    Claire Cormier Thielke ✓ Global Head - Product Development, Prologis, Inc. ✓ Audit Committee (Member) ✓ Independent Director Qualifications/Expertise: •Real Estate Industry •Finance •Operational Management Ms. Thielke (age 39) has served as a member of the Board since October 2020. Ms. Thielke has served as Global Head - Product Development, Prologis, Inc., a public real estate investment trust company, since January 2025 and as Chief Investment Officer, Asia, of Prologis, Inc., from September 2023 to January 2025. Prior to that, she held various roles at Hines, a private real estate investment, development, and management firm, from 2009 to September 2023, including Country Head, Hines Greater China from June 2021 to August 2023, and Senior Managing Director, Hines Asia Pacific from January 2019 to June 2021. She is also a member of Stanford University’s adjunct faculty, lecturing on the intersection of technology, institutional investment, and real estate assets. Ms. Thielke has served on boards including Memorial City Bank, a private bank, from 2011 to 2015, where she was chair of the audit committee; Legacy Community Health, a nonprofit Federally Qualified Health Clinic system, from 2010 to 2018; and Buffalo Bayou Partnership, a nonprofit organization, from 2011 to 2019. Current Other Company Board Service: None Education: •Bachelor of Arts in Urban Planning, Stanford University •Master of Science in Construction Management, Stanford University •Degree of Engineer, Civil Engineering Ph.D. Department, Stanford University

  17. Claire Cormier Thielke

    | CORPORATE GOVERNANCE |

  18. Company Culture

    | DIRECTOR COMPENSATION |

  19. 2024 Director Compensation Table

    2024 Director Compensation Table Zillow Group’s director compensation program is governed by the Equity Award Grant Program for Non-employee Directors under the 2020 Plan (the “NED Equity Program”), which, effective February 13, 2024, replaced the Stock Option Grant Program for Non-employee Directors under the 2020 Plan (the “NED Stock Option Program”). In 2024, Zillow Group compensated its eligible non-employee directors with a grant of restricted stock units, stock options, or a combination of both, pursuant to each eligible non-employee director's election under the NED Equity Program. In addition, Mr. Gurley received a prorated stock option award under the NED Stock Option Program in consideration of his initial election and services as a director of the Company from January 6, 2024 to March 1, 2024. The following table provides information regarding the compensation of our non-employee directors during 2024, including the annual restricted stock unit and stock option grants made to our non-employee directors in March 2024. Our executive officers Mr. Barton, Mr. Frink, and Mr. Wacksman did not receive compensation for their Board service in 2024. Information about each of Mr. Barton, Mr. Frink, and Mr. Wacksman's 2024 compensation is discussed in the Compensation Discussion and Analysis section and presented in the related tables.

  20. 2024 Director Compensation Table

    | Name | Restricted Stock Unit Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Erik Blachford | $322,729 | — | $322,729 | | Amy C. Bohutinsky | $322,729 | — | $322,729 | | J. William Gurley | — | $627,886 | $627,886 | | Jay C. Hoag | $161,365 | $293,112 | $454,477 | | Gregory B. Maffei | — | $586,225 | $586,225 | | Gordon Stephenson | — | $586,225 | $586,225 | | Claire Cormier Thielke | $322,729 | — | $322,729 | | April Underwood | $80,682 | $439,669 | $520,351 |

  21. 2024 Director Compensation Table

    _______________

  22. 2024 Director Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value of the restricted stock units granted, computed as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”), rather than the amounts paid to or realized by the non-employee director. The valuations of the restricted stock units are based on the closing market price of Zillow Group's Class C capital stock on the grant date. As described in greater detail below, on March 1, 2024, in connection with their annual equity grant, certain eligible non-employee directors received restricted stock units for shares of Zillow Group's Class C capital stock. As of December 31, 2024, the following Zillow Group non-employee directors held unvested restricted stock units for the following number of shares of Zillow Group’s Class C capital stock: Mr. Blachford, 1,413 shares; Ms. Bohutinsky, 1,413 shares; Mr. Hoag, 707 shares; Ms. Thielke, 1,413 shares, and Ms. Underwood, 354 shares. | | (2) Amounts reflect the aggregate grant date fair value of the option awards granted, computed as of the grant date in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. Assumptions used to calculate these amounts are described in Note 13, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As described in greater detail below, on March 1, 2024, in connection with their annual equity grant, certain eligible non-employee directors received stock options to purchase shares of Zillow Group’s Class C capital stock. In addition, on March 1, 2024, Mr. Gurley received a prorated stock option grant to purchase shares of Zillow Group’s Class C capital stock in consideration of his initial election and services as a director of the Company from January 6, 2024 to March 1, 2024. As of December 31, 2024, Zillow Group’s non-employee directors held unexercised stock options for the following number of shares of Zillow Group Class C capital stock: Mr. Blachford, 57,304 shares; Ms. Bohutinsky, 149,292 shares; Mr. Gurley, 18,161 shares; Mr. Hoag, 101,381 shares; Mr. Maffei, 109,859 shares; Mr. Stephenson, 109,859 shares; Ms. Thielke, 14,135 shares; and Ms. Underwood, 77,412 shares. With respect to Ms. Bohutinsky’s holdings, 105,884 of her stock options for Class C capital stock were received pursuant to equity awards granted during her employment with the Company and prior to her appointment to the Board. |

  23. How We Set Executive Compensation

    To help ensure continued appropriateness of the peer group, the compensation committee updated the peer group used for 2024 compensation planning to reflect changes in our business and to reassess market cap and industry benchmarks in line with our evolving business model. One company (X Corp.) was removed from the prior year's list and four new peer companies were added (AppFolio Inc., Frontdoor, Inc., GoDaddy Inc. and Guidewire Software, Inc.) that more closely align with our industry and financial performance and position.

  24. Elements of Executive Compensation

    Elements of Executive Compensation For 2024, our executive compensation program primarily included base salaries, and equity compensation in the form of stock options, restricted stock units, and restricted units. Historically, including for 2024, compensation decisions for our executive officers have been individualized and based on a variety of factors. In particular, we have emphasized the use of equity to incentivize our executive officers to focus on our growth and drive long-term shareholder value. To date, the compensation committee has not adopted any formal or informal policies for allocating compensation between long-term and short-term compensation or between cash and equity compensation. Base Salaries. Base salaries provide our executive officers with a fixed amount of consistent compensation and, in conjunction with equity awards, are a significant motivating factor in attracting and retaining our executive officers. We have designed base salaries to be competitive while also being mindful of our cash resources. When an executive officer is first hired, base salary is generally established through individual negotiations between the Company and the individual, taking into account subjective judgments as to the executive officer’s qualifications, experience, job duties and responsibilities, prior salary, and internal pay equity comparisons. The compensation committee annually reviews the base salaries of our executive officers. Adjustments to salaries generally become effective following completion of our annual performance review process in the first quarter of each year. The annual review process generally includes a comprehensive self-performance review by employees as well as manager, direct report, and peer feedback. In 2024, annual base salary adjustments approved by our compensation committee became effective as of February 9, 2024. Adjustments to base salaries may also occur at other times during the year for promotions or performance, including, for example, Mr. Wacksman's August 2024 base salary adjustment in connection with his promotion to Chief Executive Officer and Mr. Choo's base salary adjustment in November 2024 in connection with his promotion to Chief Operating Officer. Concurrent with Mr. Wacksman's promotion to Chief Executive Officer, the compensation committee considered Mr. Barton's expected ongoing involvement in the business as an active co-founder and co-executive chairman driving business strategy and approved the continuation of his then-current base salary. In 2024, salary adjustments were primarily based on a subjective evaluation of each individual's performance, both historical and anticipated, review of comparative market data, internal pay equity, and the other factors described above. Overall, salary increases for 2024 reflected levels that the compensation committee believed were commensurate with the comparative responsibilities, leadership roles, and performance of each named executive officer. The following table provides information about 2024 base salary adjustments for the named executive officers.

  25. Elements of Executive Compensation

    (1) Amount includes an annual base salary adjustment in the amount of $29,975 effective February 2024 and $45,649 effective August 2024 in connection with Mr. Wacksman's promotion to Chief Executive Officer of the Company. (2) Amount includes an annual base salary adjustment in the amount of $50,279 effective February 2024 and $121,496 effective November 2024 in connection with Mr. Choo's promotion to Chief Operating Officer of the Company. Incentive Cash Bonuses. We have not established a formal cash incentive program for our executive officers. Instead we have relied primarily on the long-term incentive value of equity-based compensation. Equity-Based Compensation. Since our inception, equity-based compensation has been an integral component of our compensation program for most employees in order to retain and recognize their efforts on behalf of the Company. Since 2015, all equity awards granted under the Company's equity compensation plans have been granted for Class C capital stock rather than Class A common stock. Our Board and our compensation committee believe that stock options and restricted stock units have played and continue to play a significant role in our ability to attract, motivate, and incentivize the executive talent necessary to accomplish our business objectives. We believe that stock options and restricted stock units also provide our employees with a significant long-term interest in our success by rewarding the creation of shareholder value, as the value of stock options and restricted stock units are both positively impacted by appreciation in the price of the Company’s stock following their grant. We view equity-based compensation on a per-headcount basis and as a percentage of revenue, and balance against the operating environment, competitive pay, shareholder value, and impact of dilution. We take all of these factors into consideration as we decide on share-based compensation levels each year. We expect our share-based compensation expense to decrease in 2025 compared to 2024 as existing awards continue to vest over their respective periods and we focus on mitigating dilution as we issue new awards. In March 2016, the Company established an equity choice program pursuant to which employees, including our named executive officers, may choose whether to receive the value of equity awards in stock options, restricted stock units, or a combination of the two. In August 2022, upon recommendation by the compensation committee to further incentivize eligible employees, including our executive officers (other than Mr. Barton and Mr. Frink), and address retention efforts in light of heightened attrition following the announcement of the wind down of our Zillow Offers operations, the Board approved adjustments to the exercise prices of certain outstanding vested and unvested stock option awards previously issued between September 1, 2020, and March 31, 2022 (the "Previously Granted Awards"). The repricing excluded any stock option awards previously issued to Mr. Barton, Mr. Frink, other Board members, and certain other distinctive categories of employees as determined by management. In addition, the Board also approved the issuance of a supplemental grant of shares of Class C capital stock, denominated as restricted stock units and not subject to the Company's equity choice program, with vesting to occur quarterly over a two-year period, to eligible recipients of the Previously Granted Awards (excluding Mr. Barton, Mr. Frink, and other Board members). Additional information about the option repricing and supplemental restricted stock unit awards for certain of our named executive officers is discussed further below and in the 2024 Compensation Tables. For all awards granted in 2024, individuals who elected stock options for any portion of their award pursuant to the Company's equity choice program, were granted stock options at the customary conversion rate of three options for every restricted stock unit that would otherwise be granted. For awards in which individuals elected stock options for any portion of their annual equity awards granted in March 2021, the compensation committee approved an amendment to the equity choice program to provide an exception to the customary conversion rate to allow for five options for every restricted stock unit that would otherwise be granted. We do not apply a formula to determine the size of individual equity awards granted to our named executive officers. Instead, our compensation committee generally determines the size or value of individual grants using its collective business judgment and experience, taking into account, among other factors, the role and responsibility of the individual executive officer, the competitive market for the executive officer’s position, the size and value of existing equity awards, and a subjective evaluation of individual performance and prior contributions to us. Based upon these factors, the compensation committee sets the size of each equity award at a level it considers appropriate to create a meaningful incentive. No specific weight is given to any one of the foregoing factors, although larger awards are typically granted to executive officers with duties and responsibilities that are more likely to have a larger impact on the creation of long-term shareholder value. As discussed above, the compensation committee considered compensation data from peer companies as a reference point and as one factor among many in connection with the equity grants to our executive officers in 2024. In the future, the compensation committee may continue to consider competitive market data as a tool to determine equity award grant amounts for our executive officers. Our executive officers generally receive an initial equity award in connection with their commencement of employment or upon election or appointment to an executive officer role. Following each annual performance review, we typically grant additional equity awards to eligible employees, including our named executive officers, in the first quarter of the year. The compensation committee may grant additional equity awards from time to time to retain executive officers and/or reward them for promotions or performance and to stay competitive with our peer group and other competitive market data. Stock options granted to our executive officers generally have a ten-year term and vest over a four-year period in accordance with the Company’s predetermined quarterly vesting schedule, subject to the executive officer’s continued employment. We grant stock options with an exercise price equal to the closing price of the Class C capital stock on The Nasdaq Global Select Market on the grant date. Restricted stock units also vest based on continued employment with us, generally over four years, thereby encouraging the retention of our executive officers. New hire equity grants typically vest 25% after one year and thereafter in quarterly installments while annual and promotion grants typically vest quarterly over four years. In March 2024, following our annual performance review process, each of our named executive officers elected to receive either a stock option grant, a restricted stock unit grant, or a combination of a stock option grant and restricted stock unit grant under our equity choice program for the number of shares of Class C capital stock set forth below (the "2024 Annual Awards"). The 2024 Annual Awards received by each of our named executive officers each vest quarterly over a four-year period, as further described in the 2024 Grants of Plan-Based Awards Table below. The number of shares subject to the options reported below for the 2024 Annual Awards, reflects a conversion rate of three options for every restricted stock unit that would otherwise be granted, based on each individual's election, as described above for 2024 annual equity grants to employees.

  26. Elements of Executive Compensation

    | Name | Stock Option (# shares) | Restricted Stock Units (# shares) | | Richard N. Barton | 207,270 | — | | Jeremy Wacksman | 260,976(1) | 136,993(1) | | Jeremy Hofmann | 40,908 | 40,909 | | Lloyd D. Frink | 207,270 | — | | Jun Choo | 142,719(2) | 34,041(2) | | David A. Beitel | 51,816 | 51,818 |

  27. Elements of Executive Compensation

    In March 2024, prior to his appointment as Chief Executive Officer of the Company and following our annual performance review, Mr. Wacksman received an annual equity award under our equity choice program for that number of shares of Class C capital stock set forth below (the "2024 Wacksman Annual Award"). In August 2024, the compensation committee granted Mr. Wacksman an additional equity award in connection with his promotion to Chief Executive Officer of the Company, for that number of shares of Class C capital stock set forth below (the "2024 Wacksman Promotion Award"). The 2024 Wacksman Annual Award and the 2024 Wacksman Promotion Award each vest quarterly over a four-year period, as further described in the 2024 Grants of Plan-Based Awards Table below. The number of stock options and restricted stock units set forth below for the 2024 Wacksman Annual Award reflects Mr. Wacksman's election under our equity choice program. The number of options subject to the 2024 Wacksman Annual Award and the 2024 Wacksman Promotion Award received a conversion rate of three options for every restricted stock unit that would otherwise be granted.

  28. Elements of Executive Compensation

    | Award | Stock Options (# shares) | Restricted Stock Units (# shares) | | 2024 Wacksman Annual Award | 75,000 | 75,000 | | 2024 Wacksman Promotion Award | 185,976 | 61,993 |

  29. Elements of Executive Compensation

    In March 2024, prior to his appointment as Chief Operating Officer of the Company and following our annual performance review, Mr. Choo received an annual equity award under our equity choice program for that number of shares of Class C capital stock set forth below (the "2024 Choo Annual Award"). In September 2024, and prior to his appointment as Chief Operating Officer of the Company, Mr. Choo received an additional equity award in connection with an expansion of the scope of his role and responsibilities, for that number of shares of Class C capital stock set forth below (the "2024 Choo Off-Cycle Award"). Mr. Choo did not receive an additional equity award in 2024 concurrent with his promotion to Chief Operating Officer of the Company. The 2024 Choo Annual Award and the 2024 Choo Off-Cycle Award each vest quarterly over a four-year period, as further described in the 2024 Grants of Plan-Based Awards Table below. The number of stock options and restricted stock units set forth below for the 2024 Choo Annual Award and the 2024 Choo Off-Cycle Award, reflect Mr. Choo's election under our equity choice program, with the number of options subject to the 2024 Choo Annual Award and the 2024 Choo Off-Cycle Award receiving a conversion rate of three options for every restricted stock unit that would otherwise be granted.

  30. Elements of Executive Compensation

    | Award | Stock Options (# shares) | Restricted Stock Units (# shares) | | 2024 Choo Annual Award | 81,816 | 27,273 | | 2024 Choo Off-Cycle Award | 60,903 | 6,768 |

  31. Elements of Executive Compensation

    The foregoing grant sizes reflected the compensation committee’s assessment of grant amounts it felt appropriate to recognize each executive officer's level of responsibilities and contributions during the past year and to retain and incentivize them for the future. Additional information about the grants to the named executive officers is contained below in the “2024 Grants of Plan-Based Awards Table.” Other Benefits. Our named executive officers receive health and welfare benefits under the same broad-based benefit plans as our other salaried employees. These benefits include medical, dental, and vision benefits, short-term and long-term disability insurance, accidental death and dismemberment insurance, basic life insurance, and eligibility to participate in our 401(k) Plan. In 2024, we maintained our donation match program that matches any employee donation to a qualifying non-profit organization up to $500, dollar-for-dollar per year. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We generally do not provide perquisites to our executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient, effective, and available for Company business, for recruitment or retention purposes, or to be consistent with benefits provided to other full-time employees. During 2024, certain of our named executive officers received parking and related partial tax gross-ups, the aggregate value of which was less than $10,000 for each named executive officer. In addition, we maintain fractional ownership interests in aircraft, which provides the Company with a certain number of yearly flight hours that are intended primarily for business travel. Beginning in 2020, the Company began permitting certain executive officers to use excess aircraft hours for personal travel. In connection with any personal use, executive officers are required to reimburse the Company for all aggregate incremental costs incurred in connection with the flights. The aggregate incremental costs are based on the cost to us of the particular flights, including the applicable hourly rate for the aircraft and any variable costs of the flights, such as fuel costs, catering, ground transportation, and related taxes. The amount reimbursed excludes fixed costs that do not change based on actual usage, such as the monthly management fee. No amounts are reported in the Summary Compensation Table for this aircraft use by any named executive officers since the amounts equal to the aggregate incremental cost were fully reimbursed to us by the named executive officers who used the aircraft. Infrequently, family members or other guests may accompany executives on business travel on chartered aircraft, which results in no or de minimis aggregate incremental cost to the Company. Such executives recognized imputed income on certain of the foregoing benefits, calculated in accordance with applicable Internal Revenue Service rules, the aggregate value of which was less than $10,000 for each named executive officer. We have Company-purchased tickets to athletic and other events generally for business purposes. In limited instances, we permit executives to have personal use of Company-purchased tickets. In 2024, certain executives recognized imputed income for certain of these events and we paid an estimated tax gross-up on such amounts, the aggregate value of which was less than $10,000 for each named executive officer. The Company-purchased tickets were pre-paid by the Company and the use of these tickets by our executives resulted in no or de minimis incremental cost to the Company. Employment and Separation Agreements. We may enter into employment agreements or separation agreements with our executive officers from time to time. As a condition to receiving any severance payments or benefits, an executive officer must execute, and not revoke, a general release and waiver of claims against us in a form satisfactory to us. The executive officer also must continue to comply with the terms of their Proprietary Rights Agreement or Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement or other applicable agreement (the "Confidentiality Agreement"). We currently have a Severance Plan that applies to U.S. employees at the level of Vice President and above, pursuant to which certain benefits are payable in connection with a qualifying termination of employment, described below. We do not provide any tax gross-ups to cover personal income taxes that may apply to any severance or change of control benefits, other than in connection with COBRA continuation benefits. Executive Severance Plan. The compensation committee of the Board of Zillow Group approved and adopted the Severance Plan for U.S. employees of Zillow Group and its wholly-owned subsidiaries at the level of Vice President and above, including Zillow Group’s executive officers. The Severance Plan provides for the payment of severance and other benefits to eligible employees in the event of a termination of employment by Zillow Group or a wholly-owned subsidiary (other than for death, disability, or cause) or by the employee for good reason (each an “Involuntary Termination,” with the terms “disability,” “cause,” and “good reason” defined in the Severance Plan). In the event of an Involuntary Termination and subject to the employee’s execution and non-revocation of a separation and release of claims agreement, the Severance Plan provides the following payments and benefits to the executive officers based on such executive officer's title and level with Tier 1 severance benefits applicable to executive officers serving in "Executive 6" level and with the title "Chief Executive Officer" ("Tier 1") and Tier 2 severance benefits applicable to employees of the Company serving in “Executive 5” level and with a title that starts with “Chief” or “President” ("Tier 2"): • Continued payment of base salary for six months after the date of the employee’s Involuntary Termination for Tier 1 and Tier 2; • Payment for six months after the date of the employee's Involuntary Termination equal to the monthly COBRA premium the employee would otherwise be required to pay for such coverage for the employee and any spouse and dependents of the employee, regardless of whether the employee elects such COBRA continuation coverage after termination for Tier 1 and Tier 2; • Accelerated vesting of equity awards that vest solely based on continued service by an additional twelve months for Tier 1 and Tier 2, except that such equity awards will become fully vested in connection with an Involuntary Termination that occurs on or following a Company Transaction (as defined in the Severance Plan); and • An extension of time to exercise vested stock options until the earlier of (i) twenty-four months after the date of an Involuntary Termination for Tier 1 and eighteen months for Tier 2 and (ii) the expiration date of the original maximum term of the option. As a condition to receiving the foregoing severance benefits, eligible employees are subject to a non-disparagement covenant following separation from employment with the Company. If an eligible employee is entitled to any severance, change of control or similar benefits outside the Severance Plan by operation of applicable law or under another Company-sponsored plan, policy, contract, or arrangement, benefits under the Severance Plan will be reduced by the corresponding value of such benefits in accordance with the terms of the Severance Plan. If an eligible employee is entitled to receive severance, change of control or similar benefits outside the Severance Plan that are more advantageous to the employee than the terms of the Severance Plan, the employee will continue to be entitled to such benefits.

  32. Elements of Executive Compensation

    The Severance Plan does not provide for any gross-up payments to offset excise taxes that may be imposed by Code Section 4999 on excess parachute payments within the meaning of Code Section 280G. If any payments or benefits payable under the Severance Plan or otherwise would be subject to an excise tax, Zillow Group will pay to the employee either (a) the full amount of such payments or benefits or (b) the full amount reduced by the minimum amount necessary to prevent any portion from being an excess parachute payment, whichever results, on an after-tax basis, in the greater amount payable to the employee.

  33. Risk Assessment of Compensation Programs

    Risk Assessment of Compensation Programs The compensation committee does not believe that our incentive compensation programs described above contain incentives for our named executive officers or other employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company, particularly in light of the compensation committee’s historical emphasis on equity vehicles, such as stock options and restricted stock units, which it believes reward sustained long-term performance that is aligned with our shareholders’ interests.

  34. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards granted to Section 16 officers must be approved by the Compensation Committee. As described under “Corporate Governance–Compensation Committee,” the Board has delegated authority to Mr. Wacksman, Mr. Barton, Mr. Frink and Mr. Spaulding, to grant equity awards to non-executive officer employees, subject to certain limitations. Pursuant to such authority, these individuals routinely act to grant equity awards to our non-executive officer employees. Timing of grants. As part of the Company’s annual review process, the Compensation Committee approves (1) annual equity award grants to Section 16 officers, initially denominated in restricted stock units and subject to the Company’s equity choice program, at a meeting that occurs during the quarter following each fiscal year end, and (2) a share pool for annual equity award grants to non-executive officer employees in an aggregate amount determined by management. In 2024, annual equity awards were granted on March 7, following approval by the Compensation Committee in January 2024. In addition to annual grants, Section 16 officers and non-executive officer employees may receive equity awards at other times during the year in connection with their hire, receipt of a promotion, and in other special circumstances. During fiscal year 2024, equity awards to non-executive officer employees in connection with new hire, promotional, and off-cycle awards generally were granted on or about the 20th day of each calendar month. In addition, Mr. Wacksman received an equity award in connection with his promotion to Chief Executive Officer of the Company in August 2024; and in September 2024, prior to his promotion to Chief Operating Officer of the Company, Mr. Choo received an additional equity award in connection with an expansion of the scope of his role and responsibilities. Our non-employee directors are eligible to automatically receive an equity award grant on March 1 of each year under the NED Equity Program as described under "Director Compensation." The Compensation Committee's general practice is to not grant equity awards in anticipation of the release of material nonpublic information, and the Company's general practice is to not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. Option exercise price. The exercise price of a newly granted stock option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of Zillow Group’s Class C capital stock on the Nasdaq stock market on the date of grant. During fiscal year 2024, we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report, except as set forth in the table below:

  35. Equity Award Grant Practices

    | Name | Grant date | Number of securities underlying the award | Exercise price of the award | Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Jeremy Wacksman | 8/8/2024 | 185,976 | $49.40 | $5,151,721 | 16.5% |

  36. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for 2024 and, where applicable, 2023 and 2022. Positions listed below are those held by the named executive officers at Zillow Group as of December 31, 2024.

  37. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard N. Barton (5) | 2024 | 797,951 | — | — | 6,711,755 | 28,136 | 7,537,842 | | Co-founder, Co-Executive Chairman and Former Chief Executive Officer | 2023 | 768,705 | — | — | 25,571,040 | 23,082 | 26,362,827 | | | 2022 | 702,647 | — | — | 10,778,438 | 22,683 | 11,503,768 | | Jeremy Wacksman (6) | 2024 | 793,068 | — | 7,257,954 | 7,580,349 | 32,056 | 15,663,427 | | Chief Executive Officer | 2023 | 742,437 | — | 3,287,813 | 1,851,696 | 22,277 | 5,904,223 | | | 2022 | 689,736 | — | 2,844,087 | 10,712,134(7) | 21,139 | 14,267,096 | | Jeremy Hofmann | 2024 | 644,885 | — | 2,288,449 | 1,324,671 | 27,495 | 4,285,500 | | Chief Financial Officer | 2023 | 528,921 | — | 5,550,625 | 4,787,888 | 22,396 | 10,889,830 | | Lloyd D. Frink | 2024 | 775,604 | — | — | 6,711,755 | 30,173 | 7,517,532 | | Co-founder, Co-Executive Chairman and President | 2023 | 742,437 | — | — | 20,280,480 | 23,757 | 21,046,674 | | | 2022 | 689,736 | — | — | 8,435,300 | 30,558 | 9,155,594 | | Jun Choo (8) | 2024 | 530,672 | — | 1,979,717 | 4,940,555 | 23,003 | 7,473,947 | | Chief Operating Officer | | | | | | | | | David A. Beitel | 2024 | 740,088 | — | 2,898,699 | 1,677,890 | 24,429 | 5,341,106 | | Chief Technology Officer | 2023 | 707,681 | — | 991,563 | 5,026,032 | 22,252 | 6,747,528 | | | 2022 | 652,114 | — | 3,624,830 | 7,622,852(9) | 21,603 | 11,921,399 |

  38. 2024 Summary Compensation Table

    | (1) For 2024, amounts reflect base salary adjustments that became effective in February 2024, and for Mr. Wacksman and Mr. Choo, amounts reflect their additional base salary adjustments that became effective in August 2024 and November 2024, respectively. | | (2) Amounts reflect aggregate grant date fair value of restricted stock units, computed in accordance with FASB ASC Topic 718. The valuations of the restricted stock units are based on the closing market price of our Class C capital stock on the grant date. | | (3) Amounts reflect aggregate grant date fair value of the option awards granted, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 13, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  39. 2024 Summary Compensation Table

    | (4) Additional amounts include matching contributions of $13,800 made by the Company under the Zillow Group 401(k) plan and paid parking for all named executive officers, as well as personal aircraft usage and tickets to athletic and other events for certain of the named executive officers. See "Compensation Discussion and Analysis—Elements of Executive Compensation—Other Benefits" for more information. | | (5) Mr. Barton served as the Chief Executive Officer of the Company until August 7, 2024. | | (6) Mr. Wacksman was appointed Chief Executive Officer of the Company effective August 7, 2024. | | (7) Amount includes $3,070,580, which is the incremental fair value, computed in accordance with FASB ASC Topic 718, for the adjustments made to the exercise prices of certain vested and unvested stock options held by Mr. Wacksman in connection with an option repricing event that occurred in August 2022. | | (8) Mr. Choo was appointed Chief Operating Officer of the Company effective November 14, 2024. | | (9) Amount includes $2,558,826, which is the incremental fair value, computed in accordance with FASB ASC Topic 718, for the adjustments made to the exercise prices of certain vested and unvested stock options held by Mr. Beitel in connection with an option repricing event that occurred in August 2022. |

  40. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information regarding plan-based awards granted to our named executive officers during 2024.

  41. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Title of Security | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Richard N. Barton | 03/07/2024 | Class C Capital | — | 207,270(1) | 55.94 | 6,711,755(2) | | Jeremy Wacksman | 03/07/2024 | Class C Capital | 75,000(3) | — | — | 4,195,500(2) | | | 03/07/2024 | Class C Capital | — | 75,000(1) | 55.94 | 2,428,628(2) | | | 08/08/2024 | Class C Capital | 61,993(4) | — | — | 3,062,454(2) | | | 08/08/2024 | Class C Capital | — | 185,976(5) | 49.40 | 5,151,721(2) | | Jeremy Hofmann | 03/07/2024 | Class C Capital | 40,909(3) | — | — | 2,288,449(2) | | | 03/07/2024 | Class C Capital | — | 40,908(1) | 55.94 | 1,324,671(2) | | Lloyd D. Frink | 03/07/2024 | Class C Capital | — | 207,270(1) | 55.94 | 6,711,755(2) | | Jun Choo | 03/07/2024 | Class C Capital | 27,273(3) | — | — | 1,525,652(2) | | | 03/07/2024 | Class C Capital | — | 81,816(1) | 55.94 | 2,649,341(2) | | | 09/20/2024 | Class C Capital | 6,768(4) | — | — | 454,065(2) | | | 09/20/2024 | Class C Capital | — | 60,903(5) | 67.09 | 2,291,213(2) | | David A. Beitel | 03/07/2024 | Class C Capital | 51,818(3) | — | — | 2,898,699(2) | | | 03/07/2024 | Class C Capital | — | 51,816(1) | 55.94 | 1,677,890(2) |

  42. 2024 Grants of Plan-Based Awards Table

    | (1) Represents a stock option award that vests over four years. 1/16th of the total number of shares subject to the option vested on May 15, 2024 and an additional 1/16th vested or will vest each three months thereafter until the option is fully vested. Vesting is subject to continued service. | | (2) Amounts reflect aggregate grant date fair value of the stock option awards and restricted stock units granted during 2024, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 13, "Share-Based Awards" to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For the restricted stock units granted to Messrs. Wacksman, Hofmann, Choo, and Beitel, this value is based on the closing market price of our Class C capital stock on date of grant. |

  43. 2024 Grants of Plan-Based Awards Table

    | (3) Represents a restricted stock unit award that vests over four years. 1/16th of the total number of shares subject to the grant vested on May 15, 2024, and an additional 1/16th vested or will vest each three months thereafter until the grant is fully vested. Vesting is subject to continued service. | | (4) Represents a restricted stock unit award that vests over four years. 1/16th of the total number of shares subject to the grant vested on November 13, 2024, and an additional 1/16th vested or will vest each three months thereafter until the grant is fully vested. Vesting is subject to continued service. | | (5) Represents a stock option award that vests over four years. 1/16th of the total number of shares subject to the option vested on November 13, 2024, and an additional 1/16th vested or will vest each three months thereafter until the option is fully vested. Vesting is subject to continued service. |

  44. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table provides certain information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  45. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | | | | Option Awards | | | | Stock Awards | | | | Grant Date | Title of Security | Number of Securities Underlying Unexercised Options | | Number of Securities Underlying Unexercised Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | | Exercisable (#) | | Unexercisable (#) | | | | | | Richard N. Barton | 03/07/2024 | Class C Capital | | 38,863 | 168,407(1) | 55.94 | 03/07/2034 | — | — | | | 03/07/2023 | Class C Capital | | 475,781 | 611,719(1) | 41.75 | 03/07/2033 | — | — | | | 03/07/2022 | Class C Capital | | 86,250 | — | 49.57 | 03/07/2032 | — | — | | | 03/07/2022 | Class C Capital | | 237,187 | 107,813(1) | 49.57 | 03/07/2032 | — | — | | | 03/05/2021 | Class C Capital | | 310,996 | 20,734(1) | 135.16 | 03/05/2031 | — | — | | | 03/06/2020 | Class C Capital | | 375,000 | — | 49.35 | 03/06/2030 | — | — | | | 03/01/2019 | Class C Capital | | 233,718 | — | 40.36 | 03/01/2029 | — | — | | | 03/07/2018 | Class C Capital | | 182,100 | — | 53.95 | 03/07/2028 | — | — | | | 03/07/2017 | Class C Capital | | 163,980 | — | 35.16 | 03/07/2027 | — | — | | | 03/28/2016 | Class C Capital | | 300,000 | — | 22.41 | 03/28/2026 | — | — | | Jeremy Wacksman | 08/08/2024 | Class C Capital | | 11,623 | 174,353(1) | 49.40 | 08/08/2034 | — | — | | | 08/08/2024 | Class C Capital | | — | — | — | — | 58,119(4) | 4,303,712(3) |

  46. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | 03/07/2024 | Class C Capital | — | — | — | — | 60,938(4) | 4,512,459(3) | | | 03/07/2024 | Class C Capital | 14,062 | 60,938(1) | 55.94 | 03/07/2034 | — | — | | | 03/07/2023 | Class C Capital | 45,966 | 32,784(2) | 41.75 | 03/07/2033 | — | — | | | 03/07/2023 | Class C Capital | — | — | — | — | 32,784(5) | 2,427,655(3) | | | 03/07/2022 | Class C Capital | 210,375 | 95,625(1) | 49.57 | 03/07/2032 | — | — | | | 03/05/2021 | Class C Capital | 248,798 | 16,587(1) | 38.78(6) | 03/05/2031 | — | — | | | 03/06/2020 | Class C Capital | 300,000 | — | 49.35 | 03/06/2030 | — | — | | | 03/01/2019 | Class C Capital | 47,177 | — | 40.36 | 03/01/2029 | — | — | | | 03/01/2019 | Class C Capital | 116,859 | — | 40.36 | 03/01/2029 | — | — | | | 03/07/2018 | Class C Capital | 182,100 | — | 53.95 | 03/07/2028 | — | — | | | 03/07/2017 | Class C Capital | 147,609 | — | 35.16 | 03/07/2027 | — | — | | Jeremy Hofmann | 03/07/2024 | Class C Capital | — | — | — | — | 33,239(4) | 2,461,348(3) | | | 03/07/2024 | Class C Capital | 7,670 | 33,238(1) | 55.94 | 03/07/2034 | — | — | | | 05/19/2023 | Class C Capital | 70,312 | 117,188(1) | 45.39 | 05/19/2033 | — | — | | | 05/19/2023 | Class C Capital | — | — | — | — | 39,063(4) | 2,892,615(3) | | | 03/07/2023 | Class C Capital | — | — | — | — | 27,060(5) | 2,003,793(3) | | | 03/07/2022 | Class C Capital | 77,343 | 35,157(1) | 49.57 | 03/07/2032 | — | — | | | 11/23/2021 | Class C Capital | 17,588 | 5,863(1) | 38.78(6) | 11/23/2031 | — | — | | | 03/05/2021 | Class C Capital | 72,567 | 4,838(1) | 38.78(6) | 03/05/2031 | — | — | | | 09/20/2019 | Class C Capital | 16,877 | — | 30.40 | 09/20/2029 | — | — |

  47. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Lloyd D. Frink | 03/07/2024 | Class C Capital | 38,863 | 168,407(1) | 55.94 | 03/07/2034 | — | — | | | 03/07/2023 | Class C Capital | 377,343 | 485,157(1) | 41.75 | 03/07/2033 | — | — | | | 03/07/2022 | Class C Capital | 67,500 | — | 49.57 | 03/07/2032 | — | — | | | 03/07/2022 | Class C Capital | 185,625 | 84,375(1) | 49.57 | 03/07/2032 | — | — | | | 03/05/2021 | Class C Capital | 248,798 | 16,587(1) | 135.16 | 03/05/2031 | — | — | | | 03/06/2020 | Class C Capital | 300,000 | — | 49.35 | 03/06/2030 | — | — | | | 03/01/2019 | Class C Capital | 233,718 | — | 40.36 | 03/01/2029 | — | — | | | 03/07/2018 | Class C Capital | 182,100 | — | 53.95 | 03/07/2028 | — | — | | | 03/07/2017 | Class C Capital | 163,980 | — | 35.16 | 03/07/2027 | — | — | | | 03/28/2016 | Class C Capital | 200,000 | — | 22.41 | 03/28/2026 | — | — | | Jun Choo | 09/20/2024 | Class C Capital | — | — | — | — | 6,345(4) | 469,847(3) | | | 09/20/2024 | Class C Capital | 3,806 | 57,097(1) | 67.09 | 09/20/2034 | — | — | | | 03/07/2024 | Class C Capital | — | — | — | — | 22,160(4) | 1,640,948(3) | | | 03/07/2024 | Class C Capital | 15,340 | 66,476(1) | 55.94 | 03/07/2034 | — | — | | | 03/07/2023 | Class C Capital | 56,910 | 40,590(2) | 41.75 | 03/07/2033 | — | — | | | 03/07/2023 | Class C Capital | — | — | — | — | 13,530(5) | 1,001,897(3) | | | 03/07/2022 | Class C Capital | 77,343 | 35,157(1) | 49.57 | 03/07/2032 | — | — | | | 11/23/2021 | Class C Capital | 25,125 | 8,376(1) | 38.78(6) | 11/23/2031 | — | — | | | 03/05/2021 | Class C Capital | 103,664 | 6,911(1) | 38.78(6) | 03/05/2031 | — | — | | | 03/06/2020 | Class C Capital | 120,000 | — | 49.35 | 03/06/2030 | — | — | | | 10/17/2019 | Class C Capital | 34,375 | — | 32.10 | 10/17/2029 | — | — | | | 03/01/2019 | Class C Capital | 10,000 | — | 40.36 | 03/01/2029 | — | — | | | 03/07/2018 | Class C Capital | 5,710 | — | 53.95 | 03/07/2028 | — | — | | David A. Beitel | 03/07/2024 | Class C Capital | — | — | — | — | 42,103(4) | 3,117,727 | | | 03/07/2024 | Class C Capital | 9,715 | 42,101(1) | 55.94 | 03/07/2034 | — | — |

  48. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 03/07/2023 | Class C Capital | 124,765 | 88,985(2) | 41.75 | 03/07/2033 | — | —(3) | | 03/07/2023 | Class C Capital | — | — | — | — | 9,888(5) | 732,206(3) | | 03/07/2022 | Class C Capital | 67,500 | — | 49.57 | 03/07/2032 | — | — | | 03/07/2022 | Class C Capital | 92,812 | 42,188(1) | 49.57 | 03/07/2032 | — | — | | 03/07/2022 | Class C Capital | — | — | — | — | 14,063(4) | 1,041,365(3) | | 03/05/2021 | Class C Capital | 207,332 | 13,823(1) | 38.78(6) | 03/05/2031 | — | — | | 03/06/2020 | Class C Capital | 112,500 | — | 49.35 | 03/06/2030 | — | — | | 03/01/2019 | Class C Capital | 233,718 | — | 40.36 | 03/01/2029 | — | —(3) | | 03/01/2019 | Class C Capital | 47,177 | — | 40.36 | 03/01/2029 | — | — | | 03/07/2018 | Class C Capital | 136,575 | — | 53.95 | 03/07/2028 | — | — | | 03/07/2017 | Class C Capital | 81,990 | — | 35.16 | 03/07/2027 | — | — |

  49. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The stock option award vests over four years, with 1/16th of the total number of shares subject to the option vesting on the initial vesting date that corresponds to the applicable grant date below and an additional 1/16th vesting approximately each three months thereafter until the option is fully vested. Vesting is subject to continued service. | | | | | Grant Date | Initial Vesting Date | | | 09/20/2024 | 11/13/2024 | | | 08/08/2024 | 11/13/2024 | | | 03/07/2024 | 05/15/2024 | | | 05/19/2023 | 08/16/2023 | | | 03/07/2023 | 05/17/2023 | | | 03/07/2022 | 05/18/2022 | | | 11/21/2021 | 02/16/2022 | | | 03/05/2021 | 05/19/2021 | | (2) The stock option award vests over 3 years, with 1/12th of the total number of shares subject to the option vesting on the initial vesting date that corresponds to the applicable grant date below and an additional 1/12th vesting approximately each three months thereafter until the option is fully vested. Vesting is subject to continued service. | | | | | Grant Date | Initial Vesting Date | | | 03/07/2023 | 05/17/2023 |

  50. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Based on the closing price of Class C capital stock on December 29, 2024, which was $74.05. | | | | (4) The restricted stock units vest over four years, with 1/16th of the total number of shares subject to the restricted stock units vesting on the initial vesting date that corresponds to the applicable grant date below, and an additional 1/16th vesting approximately each three months thereafter until the restricted stock units are fully vested, subject to continued service. | | | | | Grant Date | Initial Vesting Date | | | 09/20/2024 | 11/13/2024 | | | 08/08/2024 | 11/13/2024 | | | 03/07/2024 | 5/15/2024 | | | 05/19/2023 | 8/16/2023 | | | 03/07/2022 | 5/18/2022 | | (5) The restricted stock unit vests over 3 years, with 1/12th of the total number of shares subject to the restricted stock unit vesting on the initial vesting date that corresponds to the applicable grant date below and an additional 1/12th vesting approximately each three months thereafter until the option is fully vested. Vesting is subject to continued service. | | | | | Grant Date | Initial Vesting Date | | | 03/07/2023 | 05/17/2023 | | (6) Reflects an adjustment to the exercise price with a stock option repricing event that occurred in August 2022. | | |

  51. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table provides information, on an aggregate basis, about stock options exercised and restricted stock units vested by the named executive officers during the fiscal year ended December 31, 2024.

  52. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Richard N. Barton | | | | | | Class C Capital | 100,000 | 926,927 | — | — | | Class A Common | 50,000 | 657,829 | — | — | | Jeremy Wacksman | | | | | | Class C Capital | 5,242 | 103,583 | 54,385 | 3,084,435 | | Class A Common | 2,621 | 58,767 | — | — | | Jeremy Hofmann | | | | | | Class C Capital | 25,000 | 1,258,140 | 50,434 | 2,824,344 | | Class A Common | — | — | — | — | | Lloyd D. Frink | | | | | | Class C Capital | 200,000 | 7,713,658 | — | — | | Class A Common | 50,000 | 939,560 | — | — |

  53. 2024 Option Exercises and Stock Vested Table

    | Jun Choo | | | | | | Class C Capital | 21,603 | 859,111 | 21,348 | 1,183,756 | | Class A Common | — | — | — | — | | David A. Beitel | | | | | | Class C Capital | 52,500 | 1,946,085 | 40,217 | 2,212,479 | | Class A Common | 4,250 | 168,816 | — | — |

  54. 2024 Option Exercises and Stock Vested Table

    | (1) Based on the difference between the fair market value of Class C capital stock or Class A common stock, as applicable, at the time of exercise and the applicable exercise price of the stock option. | | (2) Based on the closing price of Class C capital stock on the market trading day prior to each applicable vesting date. |

  55. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Our 2020 Plan, 2011 Plan, and Severance Plan entitle our named executive officers to certain benefits upon a change of control or a qualifying termination of employment. These arrangements are described below. 2020 and 2011 Plans. Our 2020 Plan and our 2011 Plan (the "Plans") provide that in the event of a change of control that qualifies as a company transaction (such as a merger and as further defined below), outstanding stock options and other equity awards that vest based on continued employment or service will only become fully vested and immediately exercisable to the extent they are not converted, assumed, substituted for, or replaced by the surviving or successor company (including a parent company thereof). In the event of a change of control that is not a company transaction (such as a change in a majority of our Board), all equity awards granted under the Plans will become fully vested and immediately exercisable. The Plans generally define “change of control” as the occurrence of any of the following events: •an acquisition by a person or entity of beneficial ownership of more than 50% of the combined voting power of our outstanding voting securities (generally excluding any acquisition directly from Zillow Group, any acquisition by Zillow Group, any acquisition by an employee benefit plan of Zillow Group or a related company, any acquisition by holders of our Class B common stock as of July 19, 2011, provided such holder then beneficially owns no less than 25% of our outstanding voting securities, or an acquisition pursuant to certain related party transactions); •a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding directors whose election, or nomination for election, was approved by a majority of the Incumbent Board); or •the consummation of a company transaction, which is generally defined as a merger or consolidation, a statutory share exchange or a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of our assets, unless (a) after such transaction the beneficial owners of outstanding voting securities immediately prior to the transaction retain at least 50% of the combined voting power of such securities of the company resulting from the transaction, (b) no entity beneficially owns more than 50% of the combined voting power of the company resulting from such transaction, and (c) the individuals who were members of the Incumbent Board will immediately after the consummation of such transaction constitute at least a majority of the members of the board of directors of the company resulting from such transaction. Severance Plan. The Severance Plan provides for the payment of severance and other benefits to eligible U.S. employees, including the named executive officers, in the event of a termination of employment by Zillow Group or a wholly-owned subsidiary (other than for death, disability, or cause) or by the employee for good reason (each an “Involuntary Termination,” with the terms “disability,” “cause,” and “good reason” as defined in the Severance Plan). As a condition to receiving any severance payments or benefits, eligible employees must execute, and not revoke, a general release and waiver of claims against us in a form satisfactory to us and must continue to comply with the terms of their Confidentiality Agreement. A description of the severance payments and benefits under the Severance Plan are described above in the section titled “Compensation Discussion and Analysis - Elements of Executive Compensation - Executive Severance Plan.” For purposes of the Severance Plan, “change of control” has the meaning set forth above for the Plans. “Cause” generally means one or more of the following by the executive officers: •willful misconduct, insubordination, or dishonesty in the performance of duties or a knowing and material violation of our or, as applicable, a successor employer’s policies and procedures that results in a material adverse effect on us or a successor employer (which includes a parent thereof); •continued failure to satisfactorily perform duties after receipt of written notice from us; •willful actions in bad faith or intentional failures to act in good faith that materially impair our or a successor employer’s business, goodwill, or reputation; •conviction of a felony or misdemeanor, conduct that we reasonably believe violates any statute, rule, or regulation governing us, or conduct that we reasonably believe constitutes unethical practices, dishonesty, or disloyalty and that results in a material adverse effect on us or a successor employer; •current use of illegal substances; or •any material violation of any employment agreement or our Confidentiality Agreement (or similar agreement to which the executive officer is a party). The Severance Plan generally defines “good reason” as one or more of the following conditions without the executive officer’s express, written consent, provided that the executive officer provides timely notice of such condition to us and we have the opportunity to cure such condition prior to the executive officer’s termination of employment: •a material reduction in authority, duties, or responsibilities; •a material reduction in annual salary (except for a reduction in connection with a general reduction in annual salary for all executive officers by an average percentage that is not less than the percentage reduction of the executive officer’s annual salary); •a material breach of any employment agreement (or offer letter) by us or a successor employer; or •relocation of more than 50 miles from the executive officer’s then current place of residence in order to continue to perform the duties and responsibilities of the position (not including customary travel as may be required by the nature of the position).

  56. Potential Payments Upon Termination or Change of Control Table

    Potential Payments Upon Termination or Change of Control Table The following table shows the estimated value of payments and benefits upon termination of employment or a change of control that would have accrued to the named executive officers, based on the Severance Plan, if (i) their employment was terminated without cause or they terminated employment for good reason, (ii) we completed a change of control or a company transaction, as applicable, in which outstanding equity awards were not assumed or substituted by the surviving or successor company (or a parent company thereof), or (iii) their employment was terminated without cause or by the named executive officers for good reason in connection with or following a change of control in which stock options were assumed or substituted. The amounts in the table assume that the termination of employment, change of control, or company transaction was effective as of December 31, 2024. The amounts are estimates of the incremental amounts that would have accrued as of December 31, 2024, in the foregoing circumstances. The actual amounts can only be determined at the time of an actual termination of employment, change of control, or company transaction.

  57. Potential Payments Upon Termination or Change of Control Table

    | Name | Benefit | Termination Without Cause or for Good Reason ($) | Full Acceleration of Equity Awards in a Change of Control/No Assumption or Substitution in a Company Transaction ($) | Termination Without Cause or for Good Reason in Connection with a Change of Control or Company Transaction ($) | | Richard N. Barton | Cash Severance(1) | 400,433 | — | 400,433 | | | Stock Option Acceleration(2) | 11,831,368(4) | 25,447,637 | 25,447,637 | | | COBRA Benefit(3) | 26,220 | — | 26,220 | | | Total | 12,258,021 | 25,447,637 | 25,874,290 | | Jeremy Wacksman | Cash Severance(1) | 412,500 | — | 412,500 | | | Stock Option Acceleration(2) | 4,790,903(4) | 9,386,235 | 9,386,235 | | | RSU Acceleration(2) | 4,479,062(4) | 11,243,826 | 11,243,826 | | | COBRA Benefit(3) | 17,804 | — | 17,804 | | | Total | 9,700,269 | 20,630,061 | 21,060,365 | | Jeremy Hofmann | Cash Severance(1) | 330,000 | — | 330,000 | | | Stock Option Acceleration(2) | 2,594,573(4) | 5,198,616 | 5,198,616 | | | RSU Acceleration(2) | 3,518,116(4) | 7,357,756 | 7,357,756 | | | COBRA Benefit(3) | 25,911 | — | 25,911 | | | Total | 6,468,600 | 12,556,372 | 12,912,283 | | Lloyd D. Frink | Cash Severance(1) | 389,676 | — | 389,676 | | | Stock Option Acceleration(2) | 9,555,493(4) | 20,785,922 | 25,848,070 | | | COBRA Benefit(3) | 19,798 | — | 19,798 | | | Total | 9,964,967 | 20,785,922 | 26,257,544 | | Jun Choo | Cash Severance(1) | 337,283 | — | 337,283 | | | Stock Option Acceleration(2) | 2,753,397(4) | 4,312,148 | 4,312,148 | | | RSU Acceleration(2) | 1,432,053(4) | 3,112,692 | 3,112,692 | | | COBRA Benefit(3) | 19,489 | — | 19,489 | | | Total | 4,542,222 | 7,424,840 | 7,781,612 | | David A. Beitel | Cash Severance(1) | 371,832 | — | 371,832 | | | Stock Option Acceleration(2) | 3,848,805(4) | 5,156,964 | 5,156,964 | | | RSU Acceleration(2) | 2,378,412(4) | 4,891,299 | 4,891,299 | | | COBRA Benefit(3) | 25,911 | — | 25,911 | | | Total | 6,624,960 | 10,048,263 | 10,446,006 |

  58. Potential Payments Upon Termination or Change of Control Table

    _____________

  59. Potential Payments Upon Termination or Change of Control Table

    | (1) Amount reflects cash severance of six months’ salary based on the executive officer’s base salary as of December 31, 2024. | | (2) Calculated by multiplying the number of shares of Class C capital stock subject to acceleration by $74.05 (the closing price of our Class C capital stock, as of December 31, 2024) less, for options, the applicable per share option exercise prices. | | (3) Amount reflects the estimated value of COBRA or benefits continuation coverage, as applicable, for six months, including the applicable estimated tax gross up. | | (4) Amount reflects the value of 12 months’ accelerated vesting of unvested stock options or restricted stock unit awards, as applicable. |

  60. Potential Payments Upon Termination or Change of Control Table

    All “Total” amounts above assume full payment of the amounts due, with no reduction for any amounts that may constitute excess parachute payments under Code Section 280G.

  61. Potential Payments Upon Termination or Change of Control Table

    | PAY VERSUS PERFORMANCE |

  62. Pay Versus Performance Table

    Pay Versus Performance Table We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs over the current and certain past years. The amounts set forth below under the headings "Compensation Actually Paid to Jeremy Wacksman (PEO)," "Compensation Actually Paid to Richard N. Barton (PEO)" and "Average Compensation Actually Paid to Non-PEO NEOs" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. For purposes of this section, "Principal Executive Officer" or "PEO" refers to both Jeremy Wacksman, our Chief Executive Officer (CEO) effective August 7, 2024, and Richard N. Barton, our CEO for the periods presented in this section until August 7, 2024. Non-PEO NEOs refers to our other NEOs as described in the footnotes below. The following table sets forth additional compensation information of our PEO and our other NEOs along with total shareholder return and net loss for the fiscal years 2020, 2021, 2022, 2023, and 2024. Neither the Board nor the compensation committee considers any specific financial measures in making compensation decisions for our NEOs, so we have not included a column regarding a "Company Selected Measure."

  63. Pay Versus Performance Table

    | Year | (b) Summary Compensation Table Total for Jeremy Wacksman (PEO) ($) (1) | (b) Summary Compensation Table Total for Richard N. Barton (PEO) ($) (1) | (c) Compensation Actually Paid to Jeremy Wacksman (PEO) ($) (1) (2)(3) | (c) Compensation Actually Paid to Richard N. Barton (PEO) ($) (1) (2)(3) | (d) Average Summary Compensation Table Total for Non-PEO NEOs ($)(4)(5) | (e) Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3)(4)(5) | Value of Initial Fixed $100 Investment Based On: | | (h) Net Loss ($ millions) (8) | | | | | | | | | (f) Total Shareholder Return ($) (6) | (g) Peer Group Total Shareholder Return ($) (7) | | | 2024 | 15,663,427 | 7,537,842 | 25,793,192 | 20,784,284 | 6,154,521 | 11,843,561 | Class A 154.90 | 158.48 | (112) | | | | | | | | | Class C 161.19 | | | | 2023 | n/a | 26,362,827 | n/a | 47,405,181 | 9,869,903 | 19,430,451 | Class A 124.01 | 118.93 | (158) | | | | | | | | | Class C 125.95 | | | | 2022 | n/a | 11,503,768 | n/a | (324,269) | 12,196,488 | 2,765,576 | Class A 68.23 | 81.50 | (101) | | | | | | | | | Class C 70.11 | | | | 2021 | n/a | 20,955,934 | n/a | (9,747,493) | 15,422,854 | (10,187,600) | Class A 136.03 | 134.41 | (528) | | | | | | | | | Class C 138.99 | | | | 2020 | n/a | 8,446,226 | n/a | 51,199,138 | 5,826,880 | 39,450,529 | Class A 297.20 | 137.32 | (162) | | | | | | | | | Class C 282.54 | | |

  64. Pay Versus Performance Table

    | (1) Reflects compensation amounts reported in the Summary Compensation Table for our CEOs in the respective years shown. | | (2) "Compensation Actually Paid" to our PEO and other NEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO(s) during the applicable year. For information regarding the decisions made by our compensation committee in regards to the compensation for the CEO(s) and each other NEO for each fiscal year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the fiscal years covered in the above table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO's and Non-PEO NEOs' total compensation for each year to determine the compensation actually paid. |

  65. Pay Versus Performance Table

    | Year | Summary Compensation Table Total ($) | Less: Stock Awards and Option Awards from Summary Compensation Table ($) | Add: Year-End Fair Value of Equity Awards Granted in the Year that are Unvested and Outstanding as of the End of the Year ($) | Add: Year-over-Year Change in Fair Value of Awards Granted in Prior Years that are Unvested and Outstanding as of the End of the Year ($) | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) (4) | Add: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Compensation Actually Paid ($) | | PEO | | | | | | | | | 2024 - Jeremy Wacksman | 15,663,427 | 14,838,303 | 20,219,949 | 2,587,476 | 2,149,862 | 10,781 | 25,793,192 | | 2024 - Richard N. Barton | 7,537,842 | 6,711,755 | 7,910,040 | 10,567,750 | 1,303,568 | 176,839 | 20,784,284 | | 2023 | 26,362,827 | 25,571,040 | 32,815,035 | 5,508,380 | 5,561,845 | 2,728,134 | 47,405,181 | | 2022 | 11,503,768 | 10,778,438 | 4,733,279 | (5,500,274) | 2,515,450 | (2,798,054) | (324,269) | | 2021 | 20,955,934 | 20,065,784 | 5,963,795 | (16,703,442) | 2,234,898 | (2,132,894) | (9,747,493) | | 2020 | 8,446,226 | 7,798,200 | 28,531,467 | 15,539,629 | 3,201,083 | 3,278,933 | 51,199,138 | | Average Non-PEO NEOs | | | | | | | | | 2024 | 6,154,521 | 5,455,434 | 6,191,795 | 3,936,711 | 975,641 | 40,327 | 11,843,561 | | 2023 | 9,869,903 | 9,187,330 | 11,012,126 | 3,699,355 | 2,096,974 | 1,939,423 | 19,430,451 | | 2022 | 12,196,488 | 11,536,103 | 4,253,259 | (2,595,368) | 2,815,962 | (2,368,662) | 2,765,576 | | 2021 | 15,422,854 | 14,714,989 | 4,373,482 | (14,647,449) | 1,638,923 | (2,260,421) | (10,187,600) | | 2020 | 5,826,880 | 5,162,423 | 17,339,223 | 16,715,713 | 1,961,993 | 2,769,143 | 39,450,529 |

  66. Pay Versus Performance Table

    | (3) Stock option grant date fair values are calculated based on the Black-Scholes-Merton option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., the expected term and volatility) as of the measurement date. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of the grant date. Adjustments have been made using the stock price as of year end and as of each date of vest, as applicable. | | (4) The 2022 amounts in the table include the impact of a true-up of the value of already vested and outstanding stock options due to a reprice of the options effectuated by the Company on August 8, 2022. |

  67. Pay Versus Performance Table

    | (5) The following non-PEO named executive officers are included in the average figures shown: 2024: Jeremy Hofmann, Lloyd D. Frink, Jun Choo, David A. Beitel 2023: Jeremy Hofmann, Allen W. Parker, Lloyd D. Frink, Susan Daimler, David A. Beitel 2022: Allen W. Parker, Jeremy Wacksman, Susan Daimler, David A. Beitel 2021: Allen W. Parker, Lloyd D. Frink, Jeremy Wacksman, David A. Beitel 2020: Allen W. Parker, Lloyd D. Frink, Jeremy Wacksman, David A. Beitel, Dawn Lyon | | (6) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Zillow Group, Inc.'s Class A common stock and Class C capital stock for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, as reported in the Company's Annual Report on Form 10-K for each respective period. | | (7) For the relevant fiscal year, represents the cumulative TSR of the RDG Internet Composite Index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. The comparison assumes $100 was invested for the period starting December 31, 2019, through December 31 of the applicable fiscal year in each of the Company’s Class A common stock and Class C capital stock and the Peer Group TSR. The historical stock price performance of our Class A common stock and Class C capital stock shown is not necessarily indicative of future stock price performance. | | (8) Reflects "Net Loss" in the Company's Consolidated Statements of Operations included in the Company's Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. |

  68. Relationship Between Pay and Performance

    | 2024 PAY RATIO |