Zillow Reports Unregistered Equity Sale

TL;DR

Zillow sold unregistered stock, details TBD.

AI Summary

Zillow Group, Inc. announced on December 18, 2024, the unregistered sale of equity securities. The filing does not disclose specific details regarding the number of securities sold, the price, or the total dollar amount involved in this transaction.

Why It Matters

This filing indicates Zillow has issued equity securities without a prior public registration, which could impact existing shareholders through dilution or signal a specific strategic financing need.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or lead to dilution for existing shareholders if not managed carefully.

Key Players & Entities

• Zillow Group, Inc. (company) — Registrant
• December 18, 2024 (date) — Date of Earliest Event Reported
• 1301 Second Avenue, Floor 36, Seattle, Washington 98101 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share ZG The Nasdaq Global Select M
• $498 million — sion Period"), holders of approximately $498 million aggregate principal amount of Notes ele
• $1 million — the Company redeemed all approximately $1 million in aggregate principal amount of Notes

Filing Documents

• z-20241218.htm (8-K) — 29KB
• 0001617640-24-000158.txt ( ) — 184KB
• z-20241218.xsd (EX-101.SCH) — 2KB
• z-20241218_def.xml (EX-101.DEF) — 16KB
• z-20241218_lab.xml (EX-101.LAB) — 27KB
• z-20241218_pre.xml (EX-101.PRE) — 16KB
• z-20241218_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously reported, on October 8, 2024 (the "Redemption Notice Date"), Zillow Group, Inc. ("Zillow Group" or "the Company") issued a notice of redemption to holders of its 1.375% Convertible Senior Notes due 2026 (the "Notes") pursuant to which the Company announced that it would redeem in full all outstanding Notes issued under the Indenture, dated as of September 9, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"), on December 18, 2024 (the "Redemption Date"). During the period from the Redemption Notice Date through the close of business on December 17, 2024 (the "Conversion Period"), holders of approximately $498 million aggregate principal amount of Notes elected to convert their Notes in accordance with the terms of the Indenture. In connection with such conversions during the Conversion Period, the Company delivered to converting noteholders (i) aggregate cash payments totaling approximately $498 million covering the principal amount of Notes converted and cash in lieu of fractional shares, and (ii) 4,526,527 shares of Zillow Group Class C capital stock (the "Conversion Shares"). The issuance of the Conversion Shares in exchange for the converted Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 3(a)(9) thereof. In addition, on the Redemption Date, the Company redeemed all approximately $1 million in aggregate principal amount of Notes that had not been previously surrendered for conversion at a redemption price in cash equal to 100% of the principal amount of Notes not converted, plus accrued and unpaid interest on such Notes from September 1, 2024 to, but excluding, the Redemption Date.

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: December 19, 2024 ZILLOW GROUP, INC. By: /s/ J ENNIFER R OCK Name: Jennifer Rock Title: Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR