z-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________

FORM 10-Q

_____________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36853

_____________________________________________________

ZILLOW GROUP, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________


Washington						47-1645716
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1301 Second Avenue, Floor 36,

Seattle, Washington 98101

(Address of principal executive offices) (Zip Code)

(206) 470-7000

(Registrant’s telephone number, including area code)

_____________________________________________________

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2025, 51,874,170 shares of Class A common stock, 6,217,447 shares of Class B common stock and 183,358,692 shares of Class C capital stock were outstanding.

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ZILLOW GROUP, INC.

Quarterly Report on Form 10-Q

For the Three Months Ended March 31, 2025

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		Page
PART I – FINANCIAL INFORMATION

	Glossary of Terms	1
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	38

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	42
Item 6.	Exhibits	43

	Signatures	44

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GLOSSARY OF TERMS

As used in this Quarterly Report on Form 10-Q, the terms identified below have the meanings specified below unless otherwise noted or the context indicates otherwise:


Abbreviation, Acronym or Common Term						Definition
Zillow Group, “the Company,” “we,” “us” and “our”						Refers to Zillow Group, Inc., unless the context indicates otherwise as used in this Quarterly Report on Form 10-Q
2024 Notes						0.75% Convertible Senior Notes fully settled in September 2024
2025 Notes						2.75% Convertible Senior Notes due May 15, 2025
2026 Notes						1.375% Convertible Senior Notes fully settled in December 2024
Board						Board of Directors of Zillow Group, Inc.
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
GAAP						Generally accepted accounting principles in the United States
IRLC						Interest rate lock commitment
Lenders						UBS AG, JPMorgan Chase Bank, N.A., and Bank of Montreal
MBS						Mortgage-backed security
MLS						Multiple Listing Service
NAR						National Association of REALTORS®
Repurchase Authorizations						A series of authorizations from the Board to repurchase Class A common stock, Class C capital stock, convertible senior notes, or a combination thereof
SEC						United States Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
TTV						Total Transaction Value for the residential real estate industry

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), contains forward-looking statements based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “potential,” “might” or the negative or plural of these words or similar expressions.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those risks, uncertainties and assumptions described in Part I, Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including, but not limited to risks related to:

•the health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues;

•our ability to manage advertising and product inventory and pricing and maintain relationships with our real estate partners;

•our ability to establish or maintain relationships with listing and data providers, which affects traffic to our mobile applications and websites; or changes to our rights to use or timely access listing data, or to the quality or quantity of such listing data;

•our ability to comply with current and future rules and requirements promulgated by NAR, MLSs, or other real estate industry groups or governing bodies, or decisions to repeal, amend, or not enforce such rules and requirements;

•our ability to navigate industry changes, including as a result of past, pending or future lawsuits, settlements or government investigations, which may include lawsuits, settlements or investigations in which we are not a named party;

•uncertainties related to potential policy changes or enforcement priorities at the federal and state levels;

•our ability to continue to innovate and compete to attract customers and real estate partners;

•our ability to effectively invest resources to pursue new strategies, develop new products and services and expand existing products and services into new markets;

•our ability to operate and grow Zillow Home Loans’ mortgage operations, including the ability to obtain or maintain sufficient financing to fund the origination of mortgages, meet customers’ financing needs with product offerings, continue to grow origination operations and resell originated mortgages on the secondary market;

•the duration and impact of natural disasters, climate change, geopolitical events, and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services, or general economic conditions;

•our targets and disclosures related to environmental, social and governance matters;

•our ability to maintain adequate security controls or technology systems, or those of third parties on which we rely, to protect data integrity and the information and privacy of our customers and other third parties;

•our ability to navigate any significant disruption in service on our mobile applications or websites or in our network;

•the impact of past, pending or future litigation and other disputes or enforcement actions, which may include lawsuits or investigations to which we are not a party;

•our ability to attract, engage, and retain a highly skilled workforce;

•acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors;

•our ability to continue relying on third-party services to support critical functions of our business;

•our ability to protect and continue using our intellectual property and prevent others from copying, infringing upon, or developing similar intellectual property, including as a result of generative artificial intelligence;

•our ability to comply with domestic and international laws, regulations, rules, contractual obligations, policies and other obligations, or to obtain or maintain required licenses to support our business and operations;

•our ability to pay our debt, settle conversions of our 2025 Notes, or repurchase our 2025 Notes upon a fundamental change;

•our ability to raise additional capital or refinance our indebtedness on acceptable terms, or at all;

•actual or anticipated fluctuations in quarterly and annual results of operations and financial position;

•actual or perceived inaccuracies in the assumptions, estimates and internal or third-party data that we use to calculate business, performance and operating metrics; and

•volatility of our Class A common stock and Class C capital stock prices.

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Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, and we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

NOTE REGARDING INDUSTRY AND MARKET DATA

This Quarterly Report on Form 10-Q contains market and industry data that are based on our own internal estimates and research, as well as independent industry publications, trade or business organizations and other statistical information from third parties. Third-party information generally states that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we validated the underlying economic assumptions relied on therein. The content of, or accessibility through, these market and industry data sources, except to the extent specifically set forth in this Quarterly Report on Form 10-Q, does not constitute a portion of this report and are not incorporated herein, and any sources are an inactive textual reference only.

WHERE YOU CAN FIND MORE INFORMATION

Our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available on the “Investors” section of our website at www.zillowgroup.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with the SEC. The information contained on our website is not a part of this Quarterly Report on Form 10-Q or any other document we file with the SEC.

Investors and others should note that Zillow Group announces material financial information to its investors using its press releases, SEC filings and public conference calls and webcasts. Zillow Group intends to also use the following channels as a means of disclosing information about Zillow Group, its services and other matters, and for complying with its disclosure obligations under Regulation FD:

•Zillow Group Investor Relations Site (https://investors.zillowgroup.com)

•Zillow Group Blog (https://www.zillowgroup.com/news/)

•Zillow Group X Account (https://X.com/zillowgroup)

•Zillow Group LinkedIn Account (https://www.linkedin.com/company/zillow)

The information Zillow Group posts through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following Zillow Group’s press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time and reflects current updated channels as of the date of this Quarterly Report on Form 10-Q. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q or any other document we file with the SEC, and the inclusion of our website addresses, X Account and LinkedIn Account are as inactive textual references only.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data, unaudited)


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	914	$	1,082
Short-term investments	689		776
Accounts receivable, net	115		104
Mortgage loans held for sale	185		159
Prepaid expenses and other current assets	247		210
Restricted cash	4		3
Total current assets	2,154		2,334
Contract cost assets	27		25
Property and equipment, net	364		360
Right of use assets	57		59
Goodwill	2,823		2,823
Intangible assets, net	297		207
Other assets	24		21
Total assets	$	5,746	$	5,829
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	35	$	30
Accrued expenses and other current liabilities	111		105
Accrued compensation and benefits	52		57
Borrowings under credit facilities	173		145
Deferred revenue	70		62
Lease liabilities, current portion	15		14
Convertible senior notes	419		418
Total current liabilities	875		831
Lease liabilities, net of current portion	80		83
Other long-term liabilities	37		67
Total liabilities	992		981
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred stock, $0.0001 par value; authorized — 30,000,000 shares; no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; authorized — 1,245,000,000 shares; issued and outstanding — 51,874,170 and 54,333,292 shares as of March 31, 2025 and December 31, 2024, respectively	—		—
Class B common stock, $0.0001 par value; authorized — 15,000,000 shares; issued and outstanding — 6,217,447 shares	—		—
Class C capital stock, $0.0001 par value; authorized — 600,000,000 shares; issued and outstanding — 183,227,934 and 181,937,981 shares as of March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	6,628		6,733
Accumulated other comprehensive loss	—		(3)
Accumulated deficit	(1,874)		(1,882)
Total shareholders’ equity	4,754		4,848
Total liabilities and shareholders’ equity	$	5,746	$	5,829

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three Months Ended March 31,
	2025		2024
Revenue:
For Sale revenue:
Residential	$	417	$	393
Mortgages	41		31
Total For Sale revenue	458		424
Rentals	129		97
Other	11		8
Total revenue	598		529
Cost of revenue	139		123
Gross profit	459		406
Operating expenses:
Sales and marketing	198		166
Technology and development	149		147
General and administrative	121		132
Impairment costs	—		6
Total operating expenses	468		451
Loss from operations	(9)		(45)
Other income, net	22		33
Interest expense	(5)		(9)
Income (loss) before income taxes	8		(21)
Income tax expense	—		(2)
Net income (loss)	$	8	$	(23)
Net income (loss) per share:
Basic	$	0.03	$	(0.10)
Diluted	$	0.03	$	(0.10)
Weighted-average shares outstanding:
Basic	242,256		234,695
Diluted	256,192		234,695

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions, unaudited)


	Three Months Ended March 31,
	2025		2024
Net income (loss)	$	8	$	(23)
Other comprehensive income (loss):
Net unrealized gains (losses) on investments	3		(6)
Total other comprehensive income (loss)	3		(6)
Comprehensive income (loss)	$	11	$	(29)

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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


	Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity

	Shares	Amount
Balance at January 1, 2025	242,489	$	—	$	6,733	$	(1,882)	$	(3)	$	4,848
Issuance of Class C capital stock upon exercise of stock options	800	—		33		—		—		33
Vesting of restricted stock units	1,370	—		—		—		—		—
Share-based compensation expense	—	—		112		—		—		112


Repurchases of Class A common stock and Class C capital stock	(3,339)	—		(250)		—		—		(250)
Net income	—	—		—		8		—		8
Other comprehensive income	—	—		—		—		3		3
Balance at March 31, 2025	241,320	$	—	$	6,628	$	(1,874)	$	—	$	4,754


	Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity

	Shares	Amount
Balance at January 1, 2024	233,354	$	—	$	6,301	$	(1,770)	$	(5)	$	4,526
Issuance of Class C capital stock upon exercise of stock options	1,309	—		50		—		—		50
Vesting of restricted stock units	1,724	—		—		—		—		—
Share-based compensation expense	—	—		127		—		—		127
Repurchases of Class A common stock and Class C capital stock	(211)	—		(9)		—		—		(9)
Net loss	—	—		—		(23)		—		(23)
Other comprehensive loss	—	—		—		—		(6)		(6)
Balance at March 31, 2024	236,176	$	—	$	6,469	$	(1,793)	$	(11)	$	4,665

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)


	Three Months Ended March 31,
	2025	2024
Operating activities

SEC Form 10-Q filed by Zillow Group Inc.