Zillow Group Reports Unregistered Equity Sale
Ticker: Z · Form: 8-K · Filed: Sep 4, 2024 · CIK: 1617640
| Field | Detail |
|---|---|
| Company | Zillow Group, Inc. (Z) |
| Form Type | 8-K |
| Filed Date | Sep 4, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.0001, $608.4 million, $609.9 m, $607.6 m, $2.3 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities
Related Tickers: Z
TL;DR
Zillow sold unregistered stock on Sept 3rd. Details inside.
AI Summary
On September 3, 2024, Zillow Group, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing indicates a transaction involving common stock, specifically Class A and Class C members, on this date. Further details regarding the nature and terms of this unregistered sale are provided within the filing.
Why It Matters
This filing informs investors about potential dilution or changes in share structure resulting from unregistered equity sales, which can impact stock value and ownership.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or other strategic moves that may carry inherent risks for investors.
Key Players & Entities
- Zillow Group, Inc. (company) — Registrant
- September 3, 2024 (date) — Date of Report
- Class A (equity_security) — Type of common stock member
- Class C (equity_security) — Type of common stock member
FAQ
What was the specific reason for Zillow Group, Inc. to engage in an unregistered sale of equity securities?
The filing does not explicitly state the reason for the unregistered sale of equity securities, but it is reported under 'Unregistered Sales of Equity Securities'.
What specific class of common stock was involved in the unregistered sale on September 3, 2024?
The filing indicates transactions involving 'us-gaap:CommonClassAMember' and 'us-gaap:CommonClassCMember' on September 3, 2024.
Is there any information in this filing about the number of shares sold or the price per share?
This particular 8-K filing, as presented, does not contain specific details on the number of shares sold or the price per share for the unregistered equity sale.
Does this filing indicate if the unregistered equity sale was part of a private placement or another exemption from registration?
The filing is categorized under 'Unregistered Sales of Equity Securities,' implying it falls under an exemption from registration, but the specific exemption is not detailed in the provided text.
Where can I find more detailed information about this unregistered equity sale by Zillow Group, Inc.?
More detailed information would typically be found in subsequent filings or exhibits associated with this 8-K report, which are not fully included in the provided text.
Filing Stats: 610 words · 2 min read · ~2 pages · Grade level 11.9 · Accepted 2024-09-04 16:05:20
Key Financial Figures
- $0.0001 — stered Class A Common Stock, par value $0.0001 per share ZG The Nasdaq Global Select M
- $608.4 million — sion Period"), holders of approximately $608.4 million aggregate principal amount of Notes (re
- $609.9 m — te cash payments totaling approximately $609.9 million, which included an aggregate cash
- $607.6 m — outstanding principal of approximately $607.6 million, an aggregate cash payment for ac
- $2.3 m — t for accrued interest of approximately $2.3 million, and a nominal cash payment in li
Filing Documents
- z-20240903.htm (8-K) — 29KB
- 0001617640-24-000112.txt ( ) — 191KB
- z-20240903.xsd (EX-101.SCH) — 2KB
- z-20240903_def.xml (EX-101.DEF) — 16KB
- z-20240903_lab.xml (EX-101.LAB) — 27KB
- z-20240903_pre.xml (EX-101.PRE) — 16KB
- z-20240903_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On September 1, 2024, the 0.75% Convertible Senior Notes due 2024 (the "Notes") of Zillow Group, Inc. ("Zillow Group" or "the Company") matured. During the period from March 1, 2024 through the close of business on August 29, 2024 (the "Conversion Period"), holders of approximately $608.4 million aggregate principal amount of Notes (representing 100% of the aggregate principal amount of Notes outstanding prior to the Conversion Period) elected to convert their Notes in accordance with the terms of the indenture governing the Notes. On September 3, 2024, the Company delivered to converting noteholders (i) aggregate cash payments totaling approximately $609.9 million, which included an aggregate cash payment for outstanding principal of approximately $607.6 million, an aggregate cash payment for accrued interest of approximately $2.3 million, and a nominal cash payment in lieu of fractional shares, and (ii) 1,935,099 shares of Zillow Group Class C capital stock (the "Conversion Shares"). The issuance of the Conversion Shares in exchange for the converted Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 3(a)(9) thereof, as securities exchanged by Zillow Group with its existing security holders exclusively, where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Company received 2,140,657 shares of Zillow Group Class C capital stock from the settlement of the capped call transactions that the Company entered into in connection with the issuance of the Notes.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 4, 2024 ZILLOW GROUP, INC. By: /s/ J ENNIFER R OCK Name: Jennifer Rock Title: Chief Accounting Officer