z-20230426

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a‑12


ZILLOW GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

Letter from our Chief Executive Officer and Executive Chairman

Seattle, Washington

April 26, 2023

Dear Zillow Group Shareholder,

On behalf of the Board of Directors, we invite you to attend the 2023 Annual Meeting of Shareholders of Zillow Group, Inc., which will be held on June 6, 2023 at 2:00 p.m. (Pacific Time). The virtual-only Annual Meeting will be accessible at www.meetnow.global/MF5KMQA, where you will be able to listen to the meeting live, submit questions and vote online. Our Board of Directors has fixed the close of business on March 29, 2023 as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

The Notice of Annual Meeting and this Proxy Statement contain details of the business to be conducted at the Annual Meeting. This Proxy Statement is first being sent to shareholders on or about April 26, 2023. As further described in this Proxy Statement, our Board of Directors recommends that you vote FOR each of the proposals.

Your vote is very important, and we encourage you to please vote your shares promptly, whether or not you expect to attend the Annual Meeting. You may vote online, as well as by telephone, or, if you requested printed proxy materials, by mailing a proxy or voting instruction card. In addition, shareholders of record may vote online during the Annual Meeting by visiting www.meetnow.global/MF5KMQA and following the instructions found on your proxy card.

On behalf of our Board of Directors, thank you for your continued investment in Zillow Group.

Sincerely,


Richard N. Barton Co-Founder, Chief Executive Officer and Director			Lloyd D. Frink Co-Founder, Executive Chairman, President and Director

Notice of 2023 Annual Meeting of Shareholders

1301 Second Avenue, Floor 31

Seattle, WA 98101

The 2023 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 6, 2023 at 2:00 p.m. (Pacific Time) in a virtual-only format at www.meetnow.global/MF5KMQA, for the following purposes:

1. To elect three Class III directors (Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei) each nominated by our Board of Directors to serve until the 2026 Annual Meeting of Shareholders;

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

3. To transact such other business as may properly come before the Annual Meeting.

The Board of Directors of Zillow Group, Inc. has fixed the close of business on March 29, 2023 as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record of our Class A and/or Class B common stock as of the close of business on the Record Date are entitled to notice of, to attend and to vote at the Annual Meeting. Our Class C capital stock is non-voting (except in limited circumstances as required by Washington law or our Amended and Restated Articles of Incorporation). Shareholders of record of our Class C capital stock are not entitled to notice of, to attend or to vote at, the Annual Meeting with respect to their shares of Class C capital stock. If you hold shares of our Class C capital stock in addition to shares of our Class A or Class B common stock, your voting power with respect to the proposals to be presented at the Annual Meeting is limited to your Class A and Class B common stock ownership.

To be admitted to the Annual Meeting at www.meetnow.global/MF5KMQA, you must enter the control number found on your proxy card, voting instruction form or notice. If your shares are held in the name of a broker, trust, bank or other nominee that holds your shares, and you do not have a control number, you must register in advance with our transfer agent, Computershare, to attend the Annual Meeting. You may participate in, submit questions in writing before and during the Annual Meeting, and vote before and during the Annual Meeting by following the instructions available on the meeting website.

In accordance with Securities and Exchange Commission rules, we intend to send a Notice of Internet Availability of Proxy Materials on or about April 26, 2023 and provide access to our proxy materials online on that date to the holders of record of our Class A and Class B common stock as of the close of business on the Record Date.


By order of the Board of Directors,


Bradley D. Owens
Senior Vice President, General Counsel and Corporate Secretary
Seattle, WA
April 26, 2023

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting of Shareholders to be Held on June 6, 2023

This Zillow Group, Inc. Proxy Statement and the 2022 Annual Report of Zillow Group, Inc. are available at:

https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx


Table of Contents

Item			Page
Proxy Summary			1
Proposal 1: Election of Directors			2
Corporate Governance			8
Director Compensation			16
Equity Compensation Plan Information			18
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm			20
Audit Committee Report			21
Independent Registered Public Accounting Firm's Fees Report			22
Executive Officers			23
Security Ownership of Certain Beneficial Owners, Directors, and Management			25
Compensation Discussion and Analysis			30
Compensation Committee Report			38
2022 Compensation Tables			39
2022 Summary Compensation Table			39
2022 Grants of Plan-Based Awards Table			40
2022 Outstanding Equity Awards at Fiscal Year-End Table			41
2022 Option Exercises and Stock Vested Table			43
Potential Payments Upon Termination or Change of Control			44
Pay V ersus Performance			47
2022 Pay Ratio			50
Certain Relationships and Related Person Transactions			51
General Information Concerning the Proxy Statement, Proxies and Voting at the Annual Meeting			53
Additional Information			56

Special Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "predict," "will," "projections," "forecast," "continue," "estimate," "outlook," "guidance," "would," "could," "target," "commit," or similar expressions constitute forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group's actual results from those described in these forward-looking statements may result from actions taken by us as well as from risks and uncertainties beyond our control. For more information about potential factors that could affect Zillow Group's business and financial results, please review the "Risk Factors" described in Zillow Group's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission ("SEC") and in Zillow Group's other filings with the SEC. Except as may be required by law, we do not intend, and undertake no duty, to update this information to reflect future events or circumstances.

No Incorporation by Reference

This Proxy Statement includes website addresses and references to additional materials found on those websites, including the Company's website. These websites and materials are not incorporated by reference herein or any of our other filings with the SEC.

Table of Content s

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read this entire Proxy Statement carefully before voting.


Annual Shareholder Meeting
Date: June 6, 2023	Record Date: March 29, 2023	Voting: Shareholders of our Class A common stock and Class B common stock as of the close of business on the Record Date are entitled to vote.
Time: 2:00 p.m. (Pacific Time)	Mailing Date: This Proxy Statement was first mailed to shareholders on or about April 26, 2023.
Virtual Meeting Website: www.meetnow.global/MF5KMQA	Meeting Agenda: This meeting will cover the proposals listed under voting matters and vote recommendations below, and any other business that may properly come before the meeting.

The Board believes that utilizing a virtual-only format provides the opportunity for participation by a broader group of shareholders, while reducing the costs associated with planning, holding and arranging logistics for an in-person meeting. This balance allows the meetings to remain focused on matters directly relevant to the interests of shareholders in a way that recognizes the value to shareholders of an efficient use of our company resources. The virtual format is also consistent with our culture that supports the flexible workplace philosophy which we afford our employee population. In order to provide shareholders with an experience as close as possible to an in-person format, we:

•provide shareholders with the ability to submit appropriate questions in advance of the meeting;

•provide shareholders with the ability to submit appropriate questions real-time via the meeting website;

•answer as many questions submitted in accordance with the meeting rules of conduct as possible during the time allotted for the meeting without discrimination; and

•offer separate engagement opportunities with shareholders on appropriate matters related to the duties and responsibilities of the Board or corporate governance.

Voting Matters and Vote Recommendations


	Board Recommends	See Page
Management Proposals
Election of three Class III directors	ü FOR	2
Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023	ü FOR	20

Table of Content s

PROPOSAL 1: Election of Directors

Board Composition

As of March 29, 2023, the Zillow Group Board of Directors (the “Board”) was composed of nine members, divided into three classes and with standing required Board committee composition as follows:


Name	Current Term Expires	Principal Occupation	Age	Director Since	Audit Committee	Compensation Committee	Nominating and Governance Committee
Class I
Erik Blachford*	2024	Founder, Blachford Capital LLC	56	2005
Gordon Stephenson*	2024	Co-Founder and Managing Broker, Real Property Associates	57	2005	$
Claire Cormier Thielke*	2024	Senior Managing Director, Country Head, Greater China, Hines	37	2020	$
Class II
Richard N. Barton	2025	Co-Founder and CEO, Zillow Group, Inc.	55	2004
Lloyd D. Frink	2025	Co-Founder, Executive Chairman and President, Zillow Group, Inc.	58	2004
April Underwood*	2025	Managing Director and Co-Founder, Adverb Ventures	43	2017
Class III
Amy C. Bohutinsky*	2023	Venture Partner, TCV	48	2018
Jay C. Hoag*	2023	Founding General Partner, TCV	64	2005
Gregory B. Maffei*	2023	President and CEO, Liberty Media Corporation	62	2005	$

_______


Committee Chairperson	*	Independent Director
Committee Member	$	Financial Expert

ELECTION OF DIRECTORS

If elected at the Annual Meeting, Ms. Bohutinsky, Mr. Hoag and Mr. Maffei will serve on the Board until the Annual Meeting of Shareholders in 2026, 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 Ms. Bohutinsky, Mr. Hoag and Mr. Maffei, unless the shareholder indicates otherwise on the proxy. Ms. Bohutinsky, Mr. Hoag and Mr. Maffei 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 they become 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. On February 17, 2015, pursuant to the Agreement and Plan of Merger, dated as of July 28, 2014 by and among Zillow, Inc. (“Zillow”), Trulia, Inc. (“Trulia”), and Zillow Group, Inc. (“Zillow Group”, the “Company”, “we”, “us”, or “our”), each of Zillow and Trulia became wholly owned subsidiaries of Zillow Group. Unless otherwise noted, executive officer positions and directorships of the Company were held continuously with Zillow before the Trulia transaction and with Zillow Group after the Trulia transaction.

Table of Content s

Amy C. Bohutinsky

✓ Venture Partner, TCV

✓ Compensation Committee (Member)

✓ Nominating and Governance Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Prior Zillow Group Executive Leadership - COO and CMO

•Real Estate Industry

•Corporate Strategy

•Brand Builder

•Operational Management

Amy C. Bohutinsky (age 48) has been a member of our Board since October 2018. Ms. Bohutinsky has served as a consultant and venture partner for funds at TCV, a private equity and venture capital firm, since June 2019. Ms. Bohutinsky previously held a number of leadership roles with Zillow Group, including Chief Operating Officer from August 2015 until 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 between August 2008 and September 2010, and Director of Communications between August 2005 and August 2008. Prior to 2005, Ms. Bohutinsky held many leadership positions at other publicly traded online and technology companies. Ms. Bohutinsky served on the board 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 publicly traded global retailer, from November 2018 to September 2020, Hotel Tonight, Inc., a privately held mobile-based hotel booking service, from August 2014 to April 2019, and Avvo, Inc., a privately held online marketplace for legal services, from June 2014 to March 2018.

Current Other Company Board Service:

•Duolingo (a public online language learning platform) - since June 2020

•Translation Enterprises, Inc., dba UnitedMasters (a private music distributor) - since November 2021

Education: B.A. in Journalism and Mass Communication, Washington & Lee University

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 64) has served as a member of the Board since October 2005. Mr. Hoag co-founded TCV, a private equity and venture capital firm, 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. 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.

Current Other Company Board Service:

•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 chair of the compensation committee

Table of Content s

•TripAdvisor, Inc. (a public online travel company) - since February 2018

Education:

•B.A., Northwestern University

•M.B.A., University of Michigan

Gregory B. Maffei

✓ President and Chief Executive Officer, Liberty Media Corporation

✓ Audit Committee (Chair)

✓ Independent Director

Qualifications/Expertise:

•Finance and Accounting

•Capital Markets

•Operational Management

•Corporate Strategy

•Corporate Governance

•Public Media and Communications

•Compliance and Risk Management

Gregory B. Maffei (age 62) has served as a member of the Board since May 2005. Mr. Maffei has served as a director, President and Chief Executive Officer of Liberty Media Corporation (including its predecessor), a digital media and e-commerce company, since May 2007; Liberty Broadband Corporation, a telecommunications company, since June 2014; and GCI Liberty, Inc., owner and operator of a broad range of communications businesses, since March 2018. He also served as President and Chief Executive Officer of Qurate Retail, Inc. (and its predecessor) from February 2006 to March 2018. 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 board member of GCI Liberty, Inc., a public owner and operator of a broad range of communications businesses, from March 2018 to December 2020.

Current Other Company Board Service:

•Charter Communications, Inc. (a public live entertainment and ecommerce company) - since May 2013

•Liberty Broadband Corporation (a public telecommunications company) - since June 2014

•Liberty TripAdvisor Holdings, Inc. (a public holding company of online travel service companies) - since July 2013; currently serves as chairman of the board

•Live Nation Entertainment, Inc. (a public live entertainment and ecommerce 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) - since November 2005; currently serves as chairman of the board

•Sirius XM Holdings, Inc. (a public satellite radio company) - since 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

•Liberty Media Acquisition Corp (a special purpose acquisition company) - since November 2020

Education:

•A.B., Dartmouth College

•M.B.A., Harvard Business School


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

Directors Continuing in Office Until the 2024 Annual Meeting of Shareholders

Erik Blachford

✓ Founder, Blachford Capital LLC

✓ Nominating and Governance Committee (Member)

✓ Independent Director

Table of Content s

Qualifications/Expertise:

•Corporate Strategy

•Finance

•Entrepreneur

•Operational Management

•Technology Industry

•Corporate Governance

Erik Blachford (age 56) 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 also serves as a partner at Narrative Fund Management LLC, a private venture capital firm, since November 2019, and consulted as a venture partner at 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 2021 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:

•Busbud Inc. (a private online travel booking service) - since Sept 2017

Education:

•B.A. in English and Certificate in Theater, Princeton University

•M.B.A., Columbia University Graduate School of Business

•M.F.A., San Francisco State University

Gordon Stephenson

✓ Co-Founder and Managing 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 57) has served as a member of the Board since May 2005. Mr. Stephenson is the co-founder and has been the Managing Broker of Real Property Associates (“RPA”), an independent real estate brokerage in the Pacific Northwest, since its inception in 1991. 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.

Current Other Company Board Service:

•Pure Watercraft Incorporated (a private early-stage electric boat company) - since June 2017

Education: A.B. in Economics, Stanford University

Claire Cormier Thielke

✓ Senior Managing Director, Country Head, Greater China, Hines

✓ Audit Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Real Estate Industry

•Finance

•Operational Management

Table of Content s

Ms. Thielke (age 37) has served as a member of the Board since October 2020. Ms. Thielke is Senior Managing Director, Country Head, Greater China of Hines, a privately held real estate investment, development, and management firm. Since joining the firm in 2009, Ms. Thielke has held various roles, including serving as Chief Operating Officer of Investment Management for Hines from 2013 through 2018. 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 served on boards including Memorial City Bank, a privately held bank, from 2011 to 2015 where she was chair of the audit committee and the board of Legacy Community Health, a non-profit Federally Qualified Health Clinic system, from 2010 to 2018, and the board of Buffalo Bayou Partnership, a non-profit organization, from 2011 to 2019.

Current Other Company Board Service: None

Education:

•Undergraduate Degree in Urban Planning, Stanford University

•Masters in Construction Management, Stanford University

•Degree of Engineer, Stanford University Civil Engineering Ph.D. Department

Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders

Richard N. Barton

✓ Co-Founder and Chief Executive Officer, Zillow Group, Inc.

Qualifications/Expertise:

•Co-Founder and CEO Leadership

•Mobile and Internet Industry

•Entrepreneur

•Operational Management

•Corporate Governance

Richard N. Barton (age 55) is our co-founder and has served as Chief Executive Officer since February 2019. Mr. Barton has been a member of our Board since inception in December 2004, served as Chief Executive Officer from inception until September 2010 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. 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.

Current Other Company Board Service:

•Netflix, Inc. (a public online media subscription provider) - since 2002

•Qurate Retail, Inc. (formerly Liberty Interactive Corporation) (a public holding company of businesses in the electronic retailing, media, communications and entertainment industries) - since 2016

Education: B.S. in General Engineering: Industrial Economics, Stanford University

Lloyd D. Frink

✓ Co-Founder, 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

Table of Content s

Lloyd D. Frink (age 58) is our co-founder and has served as Executive Chairman since February 2019, as a member of the Board since inception in December 2004, and as President since February 2005. 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, Inc., an online travel company, where he held many leadership positions, including Senior Vice President, Supplier Relations, in which position he managed the air, hotel, car, destination services, content, merchandising and partner marketing groups from 2003 to 2004. From 1988 to 1999, Mr. Frink was at Microsoft Corporation, a technology company, where he worked in many leadership roles, including as part of the founding Expedia team and as 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: A.B. in Economics, Stanford University

April Underwood

✓ Managing Director and Co-Founder, Adverb Ventures

✓ Co-Founder, #ANGELS angel investing collective

✓ Compensation Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Technology, Product Development, and Engineering Innovation

•Consumer Engagement

•Mobile and Internet Industry

•Marketing

•Entrepreneur

•Corporate Strategy

April Underwood (age 43) has served as a member of the Board since February 2017. In February 2023, Ms. Underwood co-founded Adverb Ventures, a venture capital firm, and previously co-founded #ANGELS, a women-owned and operated angel-investing collective focused on helping grow technology start-ups 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 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 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

Education:

•B.B.A. in Management Information Systems and Business Honors, University of Texas Austin

•M.B.A., University of California Berkeley (Haas)

Table of Content s

CORPORATE GOVERNANCE

Corporate Governance Overview

At Zillow Group, we believe all employees and directors have a shared responsibility to maintain a culture of integrity. We view our corporate governance practices and policies as important drivers of our culture. Highlights of our corporate governance practices and policies include:

•Three standing Board committees: (1) audit; (2) compensation; and (3) nominating and governance. All members of each Board committee are independent.

•Seven independent directors.

•Executive chairperson separate from Chief Executive Officer role.

•Independent directors meet periodically without management in executive sessions.

•Board evaluations conducted on an ongoing basis in addition to formal Board evaluations. For 2022, formal Board evaluations included interviews conducted by our Corporate Secretary and General Counsel with each director.

•Director orientation provided to all new Board members.

Board and Committee Meetings

Our Board and its committees meet throughout the year on a set schedule and hold special meetings and act by unanimous written consent from time to time. During 2022 (including virtual and telephonic meetings):

•the Board held five meetings;

•the audit committee held four meetings;

•the compensation committee held four meetings; and

•the nominating and governance committee held one meeting.

During 2022, each incumbent member of Zillow Group’s Board attended 75% or more of the aggregate number of meetings of the Board and committees on which they served that were held during their term of service, other than Mr. Blachford who attended 43% of such meetings, in part, due to family medical circumstances. We encourage all of our directors and nominees for director to attend our Annual Meeting of Shareholders. Five of Zillow Group’s directors attended the 2022 Annual Meeting of Shareholders.

Director Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors, and subject to specified exceptions, all members of its audit, compensation, and nominating and governance committees must be independent. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, investments, and affiliations, and upon the review and recommendation of our nominating and governance committee, our Board has determined that Mr. Blachford, Ms. Bohutinsky, Mr. Hoag, Mr. Maffei, Mr. Stephenson, Ms. Thielke, and Ms. Underwood meet the applicable SEC and Nasdaq definitions of “independent” and do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making the independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and its subsidiaries and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In evaluating the independence of our directors, the Board also considered the following transactions, relationships and arrangements that are not required to be disclosed in this Proxy Statement as transactions with related persons:

•Mr. Hoag is the Founding General Partner of TCV, and is a direct or indirect director, limited partner, or member of the general partners of various private equity and venture capital funds of TCV that have been invested in by Mr. Barton, Mr. Wacksman, Mr. Maffei, Mr. Blachford, and Ms. Bohutinsky, each either in their individual capacity or through an entity that they own and control. In 2022, Mr. Blachford transferred all of his limited partnership interests to Mr. Barton. Each of Mr. Barton, Mr. Wacksman, Mr. Maffei, and Ms. Bohutinksy’s capital commitments in these funds represent a de minimis share of the total committed capital of the funds. As a venture partner of TCV, Ms. Bohutinsky may also provide certain consulting or other services to TCV from time to time, for which she may receive indirect economic interests or value in certain investments by TCV's affiliated investment funds.

•Mr. Hoag serves on the board of directors of Netflix, Inc. with Mr. Barton.

Table of Content s

•Mr. Hoag serves on the board of directors of TripAdvisor, Inc. with Mr. Maffei. Mr. Maffei is also the Chief Executive Officer and Chairman of the Board of Liberty TripAdvisor Holdings, which as of April 18, 2022 held approximately a 20.9% equity interest and 56.7% voting interest in TripAdvisor, Inc.

•Mr. Maffei is Chairman of the board of directors of Qurate Retail, Inc., where Mr. Barton also serves as a director.

•Mr. Blachford and Mr. Barton are 50% co-owners of a condominium.

•Mr. Stephenson participates in Zillow Group’s Premier Agent program, a business relationship that has been an ordinary course dealing.

•Ms. Underwood has co-founded a venture firm, Adverb Ventures, in which Mr. Barton and Mr. Hoag (either directly or through their family offices) are expected to be limited partners in various of the limited partnership funds.

Board Leadership Structure

As reflected in our Corporate Governance Guidelines, a copy of which is posted on our website at https://investors.zillowgroup.com/investors/governance/governance-documents/default.aspx, our Board does not have a policy as to whether the offices of chair of the Board and Chief Executive Officer should be separate. Our Board believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership for our Company. The Board believes that its current leadership structure, with Mr. Frink serving as Executive Chairman and Mr. Barton serving as Chief Executive Officer, is appropriate because it enables the Board, as a whole, to engage in oversight of management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company. In addition, the Board benefits from the perspective and insights of Mr. Frink and Mr. Barton as a result of their extensive experience developing consumer-facing products and services and leading innovative, technology-driven companies. The Board does not believe that its role in risk oversight has been affected by the Board’s leadership structure.

Risk Oversight

The Board considers the assessment of Company risks and development of strategies for risk mitigation to be a responsibility of the entire Board in consultation with the appropriate Board committee in the case of risks that are under the purview of a particular committee. The Board regularly engages in risk oversight on a broad range of matters, including challenges associated with strategic acquisitions, regulatory and other legal and compliance matters. Our Board committees also discuss oversight of Company risks as outlined below. Each committee generally reports on its deliberations to the full Board during the committee reports portion of the next Board meeting. This enables the Board and its committees to coordinate their risk oversight roles.

•Audit Committee: Provides oversight concerning the Company's accounting and financial reporting processes, the independent auditor's qualifications, independence and performance, the Company's internal audit function and performance of internal accounting and controls, and the Company's compliance with legal and regulatory requirements. Also oversees our major enterprise risks and the steps management has taken to monitor and control such exposure, including with respect to the capital, regulatory, and other requirements of our information technology infrastructure.

•Compensation Committee: Provides oversight of our compensation philosophy and the objectives of our compensation programs, including the (a) oversight of the Company's compensation plans, policies and programs for executive officers and non-employee directors of the Board, (b) evaluation of whether our compensation programs contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company, and (c) oversight of the Company's employee benefit plans, including its incentive compensation and equity compensation plans.

•Nominating and Governance Committee: Oversees risks associated with corporate governance and the composition of our Board, including the independence of Board members and identification and recommendation of candidates to serve on the Board. Also oversees evaluations of the Board and its Committees and management succession planning. Develops, reviews, monitors and recommends to the Board corporate governance principles and policies applicable to Company risks, including ESG-related risks such as environmental targets and initiatives and political engagement activities.

Our Enterprise Risk Management function, led by our Vice President of Risk Management, oversees alignment on risk management priorities and resources with an aim towards fostering a transparent, risk aware culture that empowers our leadership team to make risk reward decisions. We have also established an executive risk forum, which serves as a steering committee to proactively identify, prioritize and assess the key risks associated with our mission and objectives; monitor exposure and advise on strategies for operating within defined and agreed-upon tolerance levels for our key risks; and review

Table of Content s

risk management strategies that are in place to respond to our key risks efficiently and effectively. The forum meets on a regular basis, and its activities are overseen by the Board's audit committee.

Board Committees

The Board currently has the following standing committees: audit, compensation, and nominating and governance. The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances and needs of the Company. Each standing committee complies with the independence and other requirements established by applicable laws, regulations, and rules, including those promulgated by the SEC and Nasdaq. Membership of the standing committees is determined annually by the Board with consideration given to the recommendation of the nominating and governance committee. Adjustments to committee assignments may be made at any time.

The Board has adopted a written charter for each standing committee. Shareholders may access a copy of each standing committee’s charter on the Investor Relations section of our website at https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx. A summary of the duties and responsibilities of each standing committee is set forth below.

Audit Committee

The current members of our audit committee are Claire Cormier Thielke, Gordon Stephenson, and Gregory B. Maffei, with Mr. Maffei serving as Chair. The primary responsibilities of the audit committee are to:

•oversee the integrity of our corporate accounting and financial reporting process, including internal accounting and financial controls, and audits of the financial statements;

•evaluate the independent auditor’s qualifications, independence and performance, engage and provide for the compensation of the independent auditor, and establish the policies and procedures for the retention of the independent auditor to perform any proposed permissible non-audit services;

•review and discuss with management and the independent auditor, as appropriate, our annual audited and quarterly unaudited financial statements;

•review and discuss with the independent auditor the responsibilities, functions and performance of the Company’s internal audit department, including internal audit plans, budget, staffing and the scope and results of internal audits;

•review our critical accounting policies, disclosure controls and procedures and internal controls over financial reporting;

•discuss policies and practices with respect to risk assessment and risk management, including the Company’s major financial risks, data privacy, cybersecurity and other topics related to information technology infrastructure, and the steps management has taken to monitor and control such exposure;

•establish and oversee certain compliance procedures and ethics compliance, including procedures for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters; and

•review transactions with related persons that are disclosed under Item 404 of Regulation S-K.

Our Board has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Messrs. Maffei and Stephenson and Ms. Thielke is an audit committee financial expert as defined under the applicable rules and regulations of the SEC.

Compensation Committee

The current members of our compensation committee are Amy C. Bohutinsky, Jay C. Hoag, and April Underwood, with Mr. Hoag serving as Chair. Mr. Blachford served as a member of the committee until March 2022. The primary responsibilities of our compensation committee are to:

•review our overall compensation philosophy and policies relating to the compensation and benefits of our executive officers and employees;

•review and approve goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluate the performance of these officers in light of those goals and objectives, and set the compensation of these officers based on such evaluations;

•evaluate whether our incentive programs contain incentives for executive officers and employees to take risks that are reasonably likely to have a material adverse effect on the Company;

•oversee the administration and issuance of stock options, restricted stock units, and other awards under our equity incentive plans, including the Zillow Group, Inc. 2020 Incentive Plan (the "2020 Plan"), Zillow Group, Inc. Amended

Table of Content s

and Restated 2011 Incentive Plan (the “2011 Plan”) and the Zillow Group, Inc. 2019 Equity Inducement Plan (the "Inducement Plan");

•review and discuss with management disclosures related to executive compensation in our annual and quarterly financial statements and annual proxy statement, as applicable; and

•oversee our compensation and benefit plans, policies and programs for our executive officers and non-employee directors.

As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the assessments made by the Chief Executive Officer, Executive Chairman, and Chief People Officer of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program.

Pursuant to its charter, the compensation committee has sole authority to engage outside compensation consultants or other advisors to assist the committee in carrying out its duties. With respect to 2022 executive compensation, the compensation committee engaged Compensia, a compensation consulting firm, to recommend a peer group for the purpose of conducting a market analysis of the total compensation of certain executive officers, to provide a share utilization rate and overhang analysis for equity awards based on the peer group, and to provide equity-based compensation expense comparisons to our peer group. In 2022, Compensia also advised the compensation committee on specific matters relating to a broad-based off-cycle retention award of restricted stock units and a stock option repricing for eligible executive and non-executive employees. In addition, the compensation committee considered market information available through Comptryx and Radford, each leading executive compensation data solutions companies, and data from the proxy statements of peer companies as reference points in making certain executive compensation decisions for 2022 consistent with the Company’s compensation philosophy. Compensia did not provide any other services to the compensation committee, management, or the Company in 2021 or 2022 and only received fees from the Company on behalf of our compensation committee.

The compensation committee may form and delegate authority to subcommittees and delegate authority to one or more designated members of the committee in accordance with its charter. The charter also permits the compensation committee to delegate to one or more senior executive officers the authority to make certain grants of equity-based compensation to non-executive officer employees, subject to restrictions set forth in the charter and compliance with applicable laws. The Board has delegated to Mr. Barton, so long as he is acting as Chief Executive Officer of Zillow Group, Mr. Frink, so long as he is acting as Executive Chairman or President of Zillow Group, and Mr. Spaulding, so long as he is acting as Chief People Officer of Zillow Group, the authority to grant equity awards to non-executive officer employees under the 2020 Plan, subject to certain limitations. Pursuant to such authority, these individuals routinely act to grant equity awards to our non-executive officer employees.

Our Board has determined that each member of our compensation committee meets the requirements for independence under the applicable rules and regulations of Nasdaq and is a "non-employee director" within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). For additional discussion of the processes and procedures the compensation committee has used to determine executive officer and non-employee director compensation, please refer to the sections entitled, "Compensation Discussion and Analysis - How We Set Executive Compensation” and “Director Compensation,” respectively.

Compensation Committee Interlocks and Insider Participation

None of the members of Zillow Group’s compensation committee in 2022 was, at any time during 2022 or at any other time in the past three years, an officer or employee of Zillow Group, and, except as described in the section entitled “Certain Relationships and Related Person Transactions,” none had or has any relationships with Zillow Group that are required to be disclosed under Item 404 of Regulation S-K.

A compensation committee interlock can occur when an executive officer of one company: (1) serves on the compensation committee of another company, one of whose executive officers serves on the compensation committee or board of directors of the first company; or (2) serves as a director of another company, one of whose executive officers serves on the compensation committee of the first company. During 2022, none of Zillow Group’s executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of another company such that a compensation committee interlock arose.

Table of Content s

Nominating and Governance Committee

The current members of our nominating and governance committee are Gordon Stephenson, Erik Blachford and Amy C. Bohutinsky, with Mr. Stephenson serving as Chair. The primary responsibilities of the nominating and governance committee are to:

•identify, approve, and recommend individuals qualified to become members of the Board in accordance with the director selection guidelines approved by the Board;

•oversee evaluations of our Board and its committees;

•develop procedures and recommend criteria for selection of the Board Chair and committee membership; and

•develop, periodically review, monitor and recommend to the Board corporate governance principles and policies applicable to the Company, including ESG-related matters.

The nominating and governance committee and the Board believe the future of real estate must be more equitable, accessible, and fair than in the past. To do that, we must elevate the perspectives, ideas, and voices of our communities to shape the future of real estate. It is essential to have directors representing experiences that enhance the quality of the Board’s discussions and decision-making processes. While we currently meet or exceed both Washington's board composition mandate and Nasdaq's board diversity requirements, we recognize the value of including more perspectives and viewpoints. This focus on representation on the Board is consistent with the Company’s commitment to anti-racism across the organization, with representation being an integral part of the way the Company promotes innovation and long-term success. Representation, which we broadly construe to include age, professional experience, gender, race, ethnicity, and LGBTQ+ status, among other considerations, is one factor considered by the nominating and governance committee in determining the needs of the Board and evaluating director candidates to fill such needs. The director selection guidelines used by the nominating and governance committee to evaluate the Board’s composition and director candidates are included in the committee’s charter, which is available on the Investor Relations section of our website at https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx. Pursuant to the director selection guidelines and to help ensure a well-balanced board, the nominating and governance committee considers the total mix of the Board’s composition and director candidates’ qualifications, including factors like relevant industry knowledge, expertise in operations, financial acumen, and experience working with public companies. The nominating and governance committee does not have a formal policy with respect to diversity, but intends for the overall composition of the Board to comply with applicable laws, regulations and exchange listing rules. The nominating and governance committee has the authority to retain a search firm or other advisor to identify director candidates and to otherwise assist with the fulfillment of its duties.

The following table discloses diversity information concerning our directors as required by and in satisfaction of Nasdaq listing rules. The information is provided in aggregate form based on voluntary self-identification by each director collected in advance of the date of this proxy statement.


Board Diversity Matrix (As of April 26, 2023)
Total Number of Directors	9
	Female	Male
Number of Directors Based on Gender Identity	3	6
Number of Directors who identify in any of the categories below:
African American or Black	1	—
Alaskan Native or Native American	—	—
Asian	—	—
Hispanic or Latinx	—	—
Native Hawaiian or Pacific Islander	—	—
White	2	6
Two or More Races or Ethnicities	—	—
LGBTQ+	—
Did not Disclose Demographic Background	—

Table of Content s

Our Board has determined that each member of the nominating and governance committee meets the requirements for independence under the applicable rules and regulations of Nasdaq and the SEC. Pursuant to its charter, the nominating and governance committee will also consider qualified director candidates recommended by our shareholders. The nominating and governance committee evaluates the qualifications of candidates properly submitted by shareholders in the same manner as it evaluates the qualifications of director candidates identified by the committee or the Board. Shareholders can recommend director candidates by following the instructions outlined below in the section entitled “Additional Information - Submission of Shareholder Proposals for Inclusion in Next Year’s Proxy Statement or Presentation at Next Year’s Annual Meeting.” No nominations for director were submitted to the nominating and governance committee for consideration by any of our shareholders in connection with this year's Annual Meeting.

Board Evaluations

Our Board and Board committees evaluate their effectiveness with respect to strategic planning, long-term operational and financial planning, risk management, and other responsibilities, on both an ongoing basis throughout each year and as part of formal evaluations directed by the nominating and governance committee. Ongoing engagement on Board effectiveness includes discussion led by our Executive Chairman and Chief Executive Officer on new practices or technologies which may enhance director collaboration, progress against strategic priorities, and interactions with management, as well as input from directors on meeting agendas and format.

For the 2022 evaluation cycle, interviews were conducted via video conference by our Corporate Secretary and General Counsel with each Board member. Interview topics included:

•the Board’s role in risk and strategic oversight of areas critical to the long-term success of the Company;

•management's engagement, performance, and compensation;

•Board and committee structure and director skills;

•director engagement on Company culture and human capital management;

•best practices to promote candor and rigorous decision making; and

•various other topics.

Interview results were then compiled by our Corporate Secretary and General Counsel and shared with the nominating and governance committee and Executive Chairman, as appropriate, for further evaluation. Based on the results of the Board evaluation process, new practices and approaches are adopted by management, the Board, and Board committees, as appropriate, to further enhance the Board’s performance.

Director Orientation and Education

As set forth in our Corporate Governance Guidelines, Zillow Group strongly encourages and supports continuing education for directors. Director education begins with orientation for newly appointed or elected Board members. Director orientation is tailored to the skills and experiences of the individual, and commonly includes:

•meeting with the Company’s legal team to discuss director duties and expectations, Zillow Group’s corporate governance practices, including with respect to Regulation FD, and corporate governance policies such as our Code of Conduct and Code of Ethics;

•meeting with management, including the Chief Executive Officer, Chief People Officer, and other business leaders, to discuss the Company’s strategic priorities, culture and core values, operations, compensation philosophy and practices, among other matters;

•meetings with each Board member; and

•extensive supplemental materials such as organizational charts, annual operating plans, corporate governance policies, sell-side analyst research and recent Board minutes and materials.

Director education is also provided throughout the year through presentations to and discussions with the Board and Board committees led by members of management, third-party consultants, our independent registered public accounting firm, and legal counsel, on topics such as information security, legal, accounting, and regulatory concepts and developments, company culture, and employee engagement.

Environmental, Social and Governance (ESG)

Environmental, social and governance (ESG) performance is important to Zillow Group’s stakeholders and we believe that it has the ability to contribute to the long-term sustainable growth of our business. The nominating and governance committee of the Board is responsible for overseeing our practices with respect to ESG-related initiatives, policies and disclosures. We plan to publish our annual sustainability report by the end of the second quarter of 2023 that outlines our specific areas of

Table of Content s

focus. Such report may be found on our website, when available.

Our Corporate Social Responsibility function, led by our Vice President of Corporate Social Responsibility, provides us with focus and clarity regarding ESG strategies, risks and opportunities. ESG risks are integrated into our enterprise risk management program and in 2022, we conducted our first in-depth ESG assessment and started a climate risk assessment. In addition, we formed a cross-divisional executive-level ESG committee in 2021 to provide increased oversight of company-wide initiatives. The committee is responsible for setting and reviewing priorities and progress of the Company’s ESG initiatives and promoting collaboration, implementation, coordination and alignment throughout the company. The executive-level committee meets quarterly, works closely with the Vice President of Corporate Social Responsibility, and reports to the nominating and governance committee of the Board.

The Company focuses on various areas when setting ESG-related goals and commitments, including but not limited to affordable housing, housing security, industry equity, political engagement, product innovation, customer and partner support, employee engagement, social investments and partnerships, equity and belonging, board diversity, supplier diversity, ethics and compliance, career development, health and safety, benefits and employee culture, and environmental sustainability, including climate change. In 2022, we conducted our first issues prioritization assessment to help shape our ESG priorities and reporting topics.

Key highlights from 2022 include:

•Social Impact and Innovation: Zillow Group invests in and partners with nonprofit and other social enterprises that are focused on addressing fair housing, housing security, economic opportunity, and equitable industry, nationally and in local communities where we operate. In 2022, Zillow Group gave more than $1 million in cash and in-kind donations to 549 non-profit and emergency-assistance organizations. In 2022, we received the Association of Real Estate License Law Officials' Fair Housing Award for our employee education program on housing discrimination and fair housing laws. We also hosted more than 200 students from 20 historically Black colleges and universities (HBCUs) in our second annual HBCU Housing Hackathon, awarding students cash prizes totaling $38,000 and donating $25,000 to Morgan State University's computer science department. Also, we continued our partnership with Housing Connector, a Seattle-based nonprofit organization that helps provide a tool to find affordable housing; of those who used the tool in 2022, approximately 66% were BIPOC households.

•Environmental: In 2021, we conducted our first Greenhouse Gas (GHG) emissions study, which encapsulated all Company operations. We completed our first full Climate Disclosure Project (CDP) submission in 2022. In March 2022, we established the following climate commitments and targets:

◦Achieve net zero operational GHG emissions by 2050;

◦Reduce absolute scope 1 and scope 2 GHG emissions 46% by 2030 from a 2019 base year; and

◦Further evaluate our value chain emissions with the intent to set interim- and long-term targets for our scope 3 emissions by Q1 2024.

We continued to decommission office spaces in 2022 by 9% as part of our flexible work strategy and efforts to right size our office space. We achieved a LEED-certified rating in 85% of our remaining space. We also developed a three-year road map to guide our efforts to understand and manage supply chain emissions.

Company Culture

The Board and management understand that the long-term success of the Company is dependent upon maintaining a culture that allows each employee to do their best work. We value integrity, accountability, collaboration, creativity, respect, and transparency as central to our core values. With the oversight of our collective senior leadership team and facilitated by our Chief People Officer, who reports directly to the Chief Executive Officer, Zillow Group invests in a variety of resources to attract and develop talent. These include, but are not limited to:

•Leadership Development: Zillow Group has a dedicated Learning & Development Team, which creates educational resources and conducts training on a wide range of topics including effective communication, collaboration, as well as a sophisticated leadership training program with focused learning tracks for both new managers and experienced leaders. We also provide specific programming for women executives, which aims to build better relationships and connections and provide additional professional and leadership development. This team also administers our Leadership Blueprint, a leadership development guide that outlines our leadership philosophy, our expectations for leaders, and the behaviors that are essential to leading in a Cloud HQ environment. In 2022, we offered over 900 online learning opportunities through Zillow University, our internal online training platform.

Table of Content s

•Total Rewards: Zillow Group's competitive, market-based compensation program focuses on pay-for-performance, instilling ownership by utilizing a broad-based equity approach. In addition to our annual and ongoing compensation reviews, in 2022 the compensation committee of the Board of Directors approved adjustments to the exercise price of certain outstanding vested and unvested option awards. The compensation committee also approved a supplemental grant of restricted stock units to eligible employees with a two-year quarterly vesting schedule. We believe both of these actions positively impacted realized compensation through a time of volatility, helped us reduce attrition rates and continued to demonstrate our commitment to our people. In addition, Zillow Group’s class-leading benefits are reflected in investments in physical, family, mental, and financial wellness programs to meet the needs of our employees. We have made enhancements to our benefits programs in the areas of mental health, LGBTQ+ provider support, bereavement, and fertility and family planning. Beginning in 2023, we have also made enhancements to our parental leave policy to allow for up to 20 weeks of paid parental leave for eligible employees.

•Equity & Belonging: We are proud to have a continued focus on equity and belonging at Zillow, including the following five commitments:

◦Leadership: Increase representation of Women and BIPOC talent in leadership roles.

◦Retention: Increase retention of underrepresented employees so there is no significant gap between demographics in the turnover or promotion rate.

◦Representation: Ensure our company and business operations represent the demographic makeup of the total available markets in which we do business.

◦Pay Equity: Continue to ensure all employees in similar roles with similar qualifications are paid equitably regardless of their identity.

◦Programming: Deepen our focus on equity and belonging with a specific focus on anti-discrimination and anti-bias trainings and programs for our people managers and employees, enhance internal development programs to assist in career development, and strive to meet the needs of a flexible workforce. With nine employee-led affinity networks for community members and allies, two communities for employees focused on environmental sustainability and parents and caregivers, as well as a focus and stated goals on pay equity, Zillow Group invests in creating a culture of belonging for all employees.

•Pay Equity: To further our commitment to ensure all employees in similar roles with similar qualifications are paid equitably regardless of their identity, we complete a comprehensive annual evaluation across the Company and disclose results to our shareholders and on our corporate website. Based on our assessment of compensation for the past 12 months as of December 31, 2022, on average, for every $1.00 men at Zillow Group earn, women with similar skills at Zillow Group earn $0.99 when controlling for job title and function. More specifically, this assessment found that White men at Zillow Group have controlled pay of $1.00, White women, Black men and LatinX women and men have controlled pay of $0.99, Black women have controlled pay of $0.98, and Asian women and men have controlled pay of $1.01. We will look to expand our data collection and analysis to include LGBTQ+ data in the future. The Company was included in the 2022 Bloomberg Gender Equality Index, which measures equality across internal company statistics, employee policies and practices, and external community support and engagement.

•Location-Flexibility: In 2020, we were among the first companies to announce that employees could work from home indefinitely, and we continue to operate as a fully cloud-headquartered company - redefining the employee experience to create a more inclusive, equitable, personalized and efficient way of working. We offer most employees the choice to work from wherever they are most productive with the understanding that many jobs require periodic onsite gatherings both inter- and intra-team. In order to foster those gatherings, we are building processes and infrastructure to facilitate those events in 2023.

Table of Content s

DIRECTOR COMPENSATION

2022 Director Compensation Table

Zillow Group’s director compensation program is governed by the Stock Option Grant Program for Non-employee Directors under the 2020 Plan (the “Program”). In 2022, Zillow Group compensated its eligible non-employee directors solely with stock option grants under the Program.

The following table provides information regarding the compensation of our non-employee directors during 2022, including the annual option grants made to our non-employee directors in March 2022. Our executive officers Mr. Barton and Mr. Frink did not receive compensation for their Board service in 2022. Information about Mr. Barton's 2022 compensation is discussed in the Compensation Discussion and Analysis section and presented in the related tables.


Name	Option Awards ($)(1)	Total ($)
Erik Blachford	250,000	250,000
Amy C. Bohutinsky	250,000	250,000
Jay C. Hoag	250,000	250,000
Gregory B. Maffei	250,000	250,000
Gordon Stephenson	250,000	250,000
Claire Cormier Thielke	250,000	250,000
April Underwood	250,000	250,000

_______________


(1)			Amounts reflect the aggregate grant date fair value of the option awards 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”). Assumptions used to calculate these amounts are described in Note 2, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. On March 1, 2022, and as described in greater detail below, each of our eligible non-employee directors of Zillow Group received an annual stock option grant to purchase 8,247 shares of Zillow Group’s Class C capital stock with a Black-Scholes-Merton grant date fair value of $250,000. As of December 31, 2022, Zillow Group’s non-employee directors held stock options for the following number of shares of Zillow Group’s Class A common stock and Class C capital stock: Mr. Blachford, 46,951 shares of Class C capital stock; Ms. Bohutinsky, 31,250 shares of Class A common stock and 222,064 shares of Class C capital stock; Mr. Hoag, 82,550 shares of Class C capital stock; Mr. Maffei, 82,550 shares of Class C capital stock; Mr. Stephenson, 82,550 shares of Class C capital stock; Ms. Thielke, 14,135 shares of Class C capital stock, and Ms. Underwood, 54,342 shares of Class C capital stock.

Time and Manner of Compensation

Eligible directors are compensated for service on our Board and committees of our Board solely with stock options granted under the Program. No director receives cash compensation for service as a director, though directors are reimbursed for reasonable expenses incurred in connection with attending Board and committee meetings. The compensation committee and the Board administer the Program.

On March 1 of each year, our non-employee directors are eligible to automatically receive stock option grants to purchase a certain number of shares of Class C capital stock equal to the amount set forth in the Program.

The grants made in March 2022 pursuant to the Program were for that number of shares of Class C capital stock having a Black-Scholes-Merton value of $250,000 on the date of grant (with any fractional share rounded to the nearest whole share (0.5 rounded up)) and with a per share exercise price equal to the closing price of our Class C capital stock on the date of grant. One-fourth of the shares subject to annual stock options granted in 2022 under the Program vest each quarter over one year, subject to continued service. Stock options granted under the Program in 2022 have ten-year terms from the date of grant, subject to earlier termination in the event of a director's termination of service.

Eligible directors who are initially elected or appointed to the Board during the 12-month period following a March 1 grant date are eligible to receive a prorated annual option grant in connection with their initial election or appointment to the Board, based on the number of full calendar months that elapse between the date of the director’s initial election or appointment to the Board and the next March 1 grant date, subject to review and approval by the Board or the compensation

Table of Content s

committee. Prorated options granted under the Program become fully vested as of the first March 1 grant date following the Board’s or the compensation committee’s approval of the grant.

Pursuant to its charter, the compensation committee reviews non-employee director compensation at least annually and may recommend adjustments to the Board. No changes were recommended by the compensation committee or approved by the Board in 2022. The Company has designed its non-employee director compensation program to attract and retain excellent directors and align their interests with the long-term interests of our shareholders. The compensation committee considers third-party director compensation surveys, such as the director compensation reports issued jointly by the National Association of Corporate Directors and Pearl Meyer, and the time commitment required of Zillow Group’s directors, among other factors, when evaluating non-employee director compensation.

Table of Content s

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2022 with respect to securities authorized for issuance under our equity compensation plans. No shares of Class B common stock are issuable under any of our equity compensation plans.


Plan Category	Number of securities issuable upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (1)(b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (2)
Class A Common Stock	150,855	(3)	$30.75	—	(4)
Class C Capital Stock	38,533,411	(5)	$44.99	22,319,306	(6)(7)
Equity compensation plans not approved by security holders
Class A Common Stock	—		—	—
Class C Capital Stock	845,535	(8)	$43.92	7,592,156	(9)
Total
Class A Common Stock	150,855		$30.75	—
Class C Capital Stock	39,378,946		$44.97	29,911,462
Total All Classes	39,529,801		$44.90	29,911,462

_________________


(1)			The weighted-average exercise price is calculated based on the exercise prices of outstanding stock options, which includes Class C Stock Options that were repriced in August 2022. It excludes outstanding restricted stock units (“RSUs”) which have no exercise price.
(2)			Includes the 2011 Plan and 2020 Plan.
(3)			Includes 150,855 shares of Class A common stock issuable upon exercise of outstanding stock options.
(4)			No future grants may be made under the 2011 Plan. Future grants under the 2020 Plan will be for shares of Class C capital stock only.
(5)			Includes 336,674 shares of Class C capital stock issuable upon exercise of outstanding stock options that were distributed as a dividend in connection with the Class C stock split ("Class C Stock Split") effective August 14, 2015. Also includes (i) 12,903,493 shares of Class C capital stock and (ii) 25,293,244 shares of Class C capital stock issuable upon exercise of outstanding stock options and vesting of RSUs and restricted units that were granted under our 2011 Plan and 2020 Plan, respectively, following the effective date of the Class C Stock Split. Of this amount, 7,095,226 Class C Stock Options, out of the 2020 Plan, were repriced in August 2022.
(6)			Includes shares available for issuance under the 2020 Plan. Does not include 15,383,116 shares that became available for issuance under the 2020 Plan effective January 1, 2023 pursuant to the “evergreen” provision described below.
(7)			The 2020 Plan contains an “evergreen” provision, pursuant to which the number of shares available for issuance can be increased on the first day of each of our fiscal years, equal to the lesser of (i) 5% of our outstanding Class A common stock, Class B common stock and Class C capital stock on a fully diluted basis as of the end of our immediately preceding fiscal year and (ii) a number of shares determined by our Board; provided, however, that any shares from increases in prior years that are not actually issued will continue to be available for issuance under the 2020 Plan.
(8)			Includes 3,254 shares of Class C capital stock issuable upon exercise of outstanding stock options that were distributed as a dividend pursuant to the Class C Stock Split with respect to awards assumed or granted by us under the Trulia Plans. Includes 842,281 shares of Class C capital stock issuable upon exercise of outstanding stock options and vesting of RSUs that were granted under the Inducement Plan.
(9)			Includes shares of Class C capital stock available for issuance under the Inducement Plan.

Table of Content s

Zillow Group 2019 Equity Inducement Plan

The Inducement Plan became effective on August 8, 2019. Subject to adjustment from time to time as provided in the Inducement Plan, 10,000,000 shares of Class C capital stock are available for issuance under the Inducement Plan. Shares issued under the Inducement Plan will be drawn from authorized and unissued shares of Class C capital stock. The purpose of the Inducement Plan is to attract, retain and motivate certain new employees of the Company and its subsidiaries by providing them with the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders. Each award under the Inducement Plan is intended to qualify as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c). In 2022, no shares were awarded under the Inducement Plan. We intend to use the Inducement Plan only if the share reserve under the 2020 Plan is insufficient for new hire employee grants.

The Inducement Plan is administered by the compensation committee of the Board. Under the terms of the Inducement Plan, the compensation committee may grant equity awards, including nonqualified stock options, restricted stock, restricted stock units or restricted units to new employees of the Company and its subsidiaries. The Inducement Plan provides that in the event of a stock dividend, stock split or similar event, the maximum number and kind of securities available for issuance under the plan will be proportionally adjusted.

Options under the Inducement Plan are granted with an exercise price per share of not less than 100% of the fair market value of our stock on the grant date, with the exception of substituted option awards granted in connection with acquisitions. Options expire no later than ten years from the grant date and vest 25% after 12 months and quarterly thereafter over the next three years. Restricted stock units granted under the Inducement Plan vest 25% after 12 months and quarterly thereafter over the next three years. Any portion of an option or restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date. Employees generally forfeit their rights to exercise vested options 3 months following their termination of employment or 12 months following termination by reason of death, disability or retirement.

August 2022 Equity Award Actions

On August 3, 2022, upon the recommendation of the compensation committee of the Board, the Board approved adjustments to the exercise price of certain outstanding vested and unvested option awards for eligible employees, which excluded the Board, the CEO and the Executive Chairman. The exercise price of eligible option awards, which accounted for approximately 25% of total options outstanding, was reduced to $38.78, which was the closing market price of our Class C capital stock on August 8, 2022. No other changes were made to the terms and conditions of the eligible option awards. In addition, the Board approved a supplemental grant of restricted stock units to eligible employees that was granted on August 8, 2022 and vests quarterly over a two-year period beginning in August 2022.

Table of Content s

PROPOSAL 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

The audit committee, which consists entirely of independent directors, has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Shareholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our Amended and Restated Bylaws (“Bylaws”) or otherwise. However, our Board is submitting the appointment of Deloitte to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the audit committee may reconsider the appointment of Deloitte. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.



			The Board of Directors Recommends a Vote “FOR” the Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.

Table of Content s

AUDIT COMMITTEE REPORT

The audit committee assists our Board in oversight of (a) our accounting and financial reporting processes and the audits of our financial statements, (b) the independent auditor’s qualifications, independence and performance, (c) our internal audit function and the performance of our internal accounting and financial controls, and (d) our compliance with legal and regulatory requirements. Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, was responsible for auditing the financial statements prepared by our management for the fiscal year ended December 31, 2022.

In connection with our review of Zillow Group’s audited financial statements for the fiscal year ended December 31, 2022, we relied on reports received from Deloitte as well as the advice and information we received during discussions with Zillow Group’s management. In this context, we hereby report as follows:


(i)			The audit committee has reviewed and discussed the audited financial statements for fiscal year 2022 with Zillow Group’s management.
(ii)			The audit committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by the statement on Auditing Standard No. 1301, and Rule 2-07 of Regulation S-X, Communications with Audit Committees.
(iii)			The audit committee has received the written disclosures and the letter from Deloitte, the Company’s independent registered public accounting firm, required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.
(iv)			Based on the review and discussion referred to in paragraphs (i) through (iii) above, the audit committee recommended to Zillow Group’s Board of Directors that the audited financial statements be included in Zillow Group’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the SEC.

Members of the audit committee:

Gregory B. Maffei (Chair)

Gordon Stephenson

Claire Cormier Thielke

Table of Content s

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES REPORT

Fees Paid to Independent Registered Public Accounting Firm

The following table provides information regarding the fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (“Deloitte”) for the fiscal years ended December 31, 2021 and 2022, inclusive of out-of-pocket expenses.


	2021($)	2022($)
Audit Fees	3,614,500	3,423,870
Audit-Related Fees	140,000	—
Tax Fees	89,977	79,325
All Other Fees	6,268	106,268
Total Fees	3,850,745	3,609,463

Audit Fees

Audit fees of Deloitte during the 2022 and 2021 fiscal years primarily include the aggregate fees incurred for the audits of the annual consolidated financial statements and the review of each of the quarterly consolidated financial statements included in Quarterly Reports on Form 10-Q for Zillow Group. Audit fees in 2022 and 2021 also include services rendered by Deloitte in connection with certain registration statements on Form S-8, mergers and acquisitions activity, equity award repricing and the wind down of Zillow Offers operations.

Audit-Related Fees

Audit-related fees during the 2021 fiscal year include the fees incurred for agreed-upon procedures related to the securitization transactions for Zillow Offers.

Tax Fees

Tax fees of Deloitte for the fiscal years ended December 31, 2022 and 2021 primarily include tax compliance, consulting and return preparation.

All Other Fees

Other fees include access to accounting research software applications and data. Fees for the fiscal year ended December 31, 2022 also include ESG non-attest assurance readiness services.

Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm’s Services

All fees described above were approved by the audit committee. Our audit committee’s policy is to pre-approve all audit and non-audit services (including the fees and terms thereof) to be performed by our independent registered public accounting firm. This policy is set forth in the charter of the audit committee, which is available at https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx. The audit committee considered whether the non-audit services rendered by our independent registered accounting firm were compatible with maintaining their independence as the independent registered public accounting firm of our financial statements and concluded that they were.

Table of Content s

EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of March 29, 2023:

Name

Age

Position

Richard N. Barton

Co-Founder, Chief Executive Officer and Director

Lloyd D. Frink

Co-Founder, Executive Chairman, President and Director

David A. Beitel

Chief Technology Officer

Susan Daimler

President of Zillow

Bradley D. Owens

Senior Vice President, General Counsel and Corporate Secretary

Allen W. Parker

Chief Financial Officer

Jennifer A. Rock

Chief Accounting Officer

Errol G. Samuelson

Chief Industry Development Officer

Dan Spaulding

Chief People Officer

Jeremy Wacksman

Chief Operating Officer

Executive Officers

The following section presents biographical information for Zillow Group’s executive officers. Unless otherwise noted, executive officer positions were held continuously with Zillow before the Trulia transaction in February 2015 and with Zillow Group after the Trulia transaction. For biographical information for Mr. Barton and Mr. Frink, please refer to the section entitled “Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders.”

David A. Beitel has served as Chief Technology Officer since February 2005. From 1999 to 2005, Mr. Beitel was at Expedia, Inc., where he held many leadership positions, including Chief Technology Officer from 2003 to 2005 and Vice President of Product Development from 1999 to 2003. From 1992 to 1999, Mr. Beitel held many leadership positions at Microsoft Corporation, including Development Lead in the handheld computing group and as a member of the original Expedia team. Mr. Beitel holds a B.S. and an M.E. in Computer Science, both from Cornell University.

Susan Daimler has served as President of Zillow since February 2021. Ms. Daimler previously served as Senior Vice President, Premier Agent, from September 2018 to February 2021, and General Manager of StreetEasy from October 2012 to September 2018. Ms. Daimler joined the Company in 2012 in connection with the Company's acquisition of Buyfolio, a co-shopping platform she co-founded. Ms. Daimler has served on the board of directors of Pubmatic, Inc., an online advertising software and strategies company, since November 2020 and serves on the board of trustees for Johns Hopkins University. Ms. Daimler earned her B.A. in English from Johns Hopkins University.

Bradley D. Owens has served as General Counsel since September 2014 and Corporate Secretary since June 2018. Prior to joining the Company in January 2012 as corporate counsel, Mr. Owens was an attorney in private practice at Perkins Coie LLP from January 2007 to January 2012. Mr. Owens served as Special Counsel, U.S. Securities and Exchange Commission, Division of Market Regulation from October 2002 to December 2006. Mr. Owens holds a B.S. in Economics from Vanderbilt University and a J.D. from The George Washington University Law School.

Allen W. Parker has served as Chief Financial Officer since November 2018. Prior to joining the Company, Mr. Parker held various leadership roles at Amazon.com, Inc., an e-commerce and cloud computing company, since 2005. Mr. Parker served as Vice President, Finance for Amazon Devices, Appstore and Amazon Pay from October 2011 to November 2018, and, prior to that time, as Vice President, Finance, for Worldwide Operations and Customer Service. Before joining Amazon, Mr. Parker held leadership positions at American Standard, a manufacturer of home fixtures, and General Electric Company, a global digital industrial company. Mr. Parker holds a B.S. in Accounting from the University of Oregon and a degree in International Business - Economics from Nyenrode Business University.

Table of Content s

Jennifer A. Rock has served as Chief Accounting Officer since October 2018. Ms. Rock previously served as Interim Chief Financial Officer from May 2018 until November 2018 and Interim Chief Accounting Officer from May 2018 until October 2018, Vice President, Financial Reporting, Technical Accounting, and Financial Planning and Analysis from March 2018 to May 2018, Vice President, Financial Reporting and Technical Accounting, from February 2017 to March 2018, and as Vice President, Financial Reporting and Compliance, from February 2015 to February 2017. Ms. Rock was the Senior Director of Financial Reporting from February 2014 to February 2015, Director of Financial Reporting from August 2012 to February 2014, Senior Manager of Financial Reporting from August 2011 to August 2012, and Manager of Financial Reporting from March 2011 to August 2011. Prior to joining Zillow, Ms. Rock was an audit manager at KPMG, a provider of audit, tax, and other advisory services. Ms. Rock holds a B.A. and Master of Accountancy from Gonzaga University.

Errol G. Samuelson has served as Chief Industry Development Officer since March 2014. Prior to joining Zillow, Mr. Samuelson held various positions with Move, Inc., an online real estate company, and its owned and operated companies, including Chief Strategy Officer of Move, Inc. from April 2013 to March 2014, President of realtor.com®, the real estate listing website of Move, Inc., from February 2007 to March 2014, Chief Revenue Officer of Move, Inc. from May 2009 until April 2013, and President of Top Producer, a software-as-a-service company of Move, Inc., from October 2003 to February 2007. Mr. Samuelson holds a B.A. Sc. in Electronics Engineering from Simon Fraser University.

Dan Spaulding has served as Chief People Officer since April 2016. Prior to joining the Company, Mr. Spaulding held leadership positions at Starbucks, Inc., a premier roaster, marketer and retailer of specialty coffee, including Vice President, US Stores and Retail Operations HR from January 2015 to April 2016 and Vice President, Global Corporate Functions HR, Starbucks from March 2014 to January 2015. Prior to Starbucks, Mr. Spaulding served in a variety of HR leadership positions for Life Technologies, a biotech company acquired by Thermo-Fisher Scientific in 2014. Mr. Spaulding began his career and held multiple roles in the U.S. and China with Dell Technologies Inc., an information technology company. Mr. Spaulding serves on the board of trustees for Knox College. Mr. Spaulding earned his B.A. in Political Science and History from Knox College and a Master of H.R. Labor and Industrial Relations from the University of Illinois.

Jeremy Wacksman has served as Chief Operating Officer since February 2021. Since joining the Company in 2009, Mr. Wacksman has held a number of leadership positions including 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 Live at Microsoft Corporation. Mr. Wacksman earned his B.S. in Engineering from Purdue University and an M.B.A. from Northwestern University (Kellogg).

Table of Content s

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT

The following tables present information about the ownership of our securities as of March 29, 2023 for:

•each person or entity who we know beneficially owns more than five percent of any class of our voting securities;

•each of our named executive officers as set forth in the Summary Compensation Table below;

•each of our directors; and

•all of our directors and executive officers as a group.

Unless otherwise noted, the address of each beneficial owner listed in the tables below is Zillow Group, Inc., 1301 Second Avenue, Floor 31, Seattle, Washington 98101.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated in the footnotes below, we believe, based on the information ascertainable to us from public filings or furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares that they own, subject to applicable community property laws.

The security ownership information is provided as of March 29, 2023, and, in the case of percentage ownership information, is based on (i) 57,181,148 shares of Class A common stock outstanding, (ii) 6,217,447 shares of Class B common stock outstanding and (iii) 170,597,650 shares of Class C capital stock outstanding, in each case, as of March 29, 2023. Class A common stock and Class B common stock are voting securities. Class C capital stock is non-voting, unless otherwise required by applicable law or our Amended and Restated Articles of Incorporation.

Class A common stock trades on The Nasdaq Global Select Market under the symbol “ZG,” and Class C capital stock trades on The Nasdaq Global Select Market under the symbol “Z.” Class B common stock is not listed.

Security Ownership of Certain Beneficial Owners

Due to its non-voting status, Class C capital stock is not included in the table below. Information with respect to officers and directors who hold more than five percent of any class of our voting securities is set forth below in “Security Ownership of Management.”

Class A

Common Stock

Class B

Common Stock

% Total

Voting

Power

Name of Beneficial Owner

SEC Form DEF 14A filed by Zillow Group Inc.