z-20260415

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 Co-Executive Chairmen

Seattle, Washington

April 15, 2026

Dear Zillow Group Shareholder,

On behalf of the Board of Directors, we invite you to attend the 2026 Annual Meeting of Shareholders of Zillow Group, Inc., which will be held on June 2, 2026, at 2:00 p.m. (Pacific Time). The virtual-only Annual Meeting will be accessible at meetnow.global/M7L2ATC, 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 24, 2026, 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 15, 2026. 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 or 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 meetnow.global/M7L2ATC 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,


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

Notice of 2026 Annual Meeting of Shareholders

1301 Second Avenue, Floor 36

Seattle, WA 98101

The 2026 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 2, 2026, at 2:00 p.m. (Pacific Time) in a virtual-only format at meetnow.global/M7L2ATC, 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 2029 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, 2026; 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 24, 2026, 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 meetnow.global/M7L2ATC, 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 the Annual Meeting, submit appropriate 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 U.S. Securities and Exchange Commission rules, we intend to send a Notice of Internet Availability of Proxy Materials on or about April 15, 2026, 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

General Counsel and Corporate Secretary

Seattle, WA

April 15, 2026
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Shareholders to be Held on June 2, 2026 This Zillow Group, Inc. Proxy Statement and the 2025 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			14

Director Compensation			24

Equity Compensation Plan Information			27

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm			29

Audit Committee Report			30

Independent Registered Public Accounting Firm’s Fees Report			31

Executive Officers			32

Security Ownership of Certain Beneficial Owners, Directors, and Management			35

Compensation Discussion and Analysis			41

Compensation Committee Report			54

2025 Compensation Tables			55

2025 Summary Compensation Table			55

2025 Grants of Plan-Based Awards Table			56

2025 Outstanding Equity Awards at Fiscal Year-End Table			57

2025 Option Exercises and Stock Vested Table			61

Potential Payments Upon Termination or Change of Control Table			63

Pay Versus Performance			64

2025 Pay Ratio			69

Certain Relationships and Related Person Transactions			70

General Information Concerning the Proxy Statement, Proxies, and Voting at the Annual Meeting			74

Additional Information			80

As used in this Proxy Statement, the terms “Zillow Group,” “the Company,” “we,” “us,” and “our” refer to Zillow Group, Inc., unless the context indicates otherwise. In addition, 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, 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.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve risks and uncertainties. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “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, 2025, filed with the U.S. Securities and Exchange Commission (the “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.

NOTE REGARDING INDUSTRY AND MARKET DATA

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

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 in any of our other filings with the SEC.


Annual Shareholder Meeting
Date: June 2, 2026	Record Date: March 24, 2026	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 15, 2026.
Virtual Meeting Website: meetnow.global/M7L2ATC	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.


	Board Recommends	See Page
Management Proposals

Election of three Class III directors	FOR	2

Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2026	FOR	29


Name	Current Term Expires	Principal Occupation	Age	Director Since	Audit Committee	Compensation Committee	Nominating and Governance Committee
Class I
Erik Blachford*	2027	Founder, Blachford Capital LLC	59	2005
J. William Gurley*	2027	General Partner, Benchmark Capital	59	2024
Gordon Stephenson*	2027	Co-founder, Principal and Designated Broker, Real Property Associates	60	2005
Claire Cormier Thielke*	2027	Global Head - Product Development, Prologis, Inc.	40	2020
Class II
Richard N. Barton	2028	Co-founder and Co-Executive Chairman, Zillow Group, Inc.	58	2004
Lloyd D. Frink	2028	Co-founder, Co-Executive Chairman and President, Zillow Group, Inc.	61	2004
April Underwood*	2028	Managing Director and Co-founder, Adverb Ventures	45	2017
Jeremy Wacksman	2028	Chief Executive Officer, Zillow Group, Inc.	49	2024
Class III
Amy C. Bohutinsky*	2026	Operating Partner, TCV	51	2018
Jay C. Hoag*	2026	Founding General Partner, TCV	67	2005
Gregory B. Maffei*	2026	Executive Chairman, QVC Group, Inc.	65	2005


Committee Chairperson	*	Independent Director
Committee Member		Financial Expert


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


Name	Restricted Stock Unit Awards ($)(1)	Option Awards ($)(2)	Total ($)
Erik Blachford	$296,061	—	$296,061
Amy C. Bohutinsky	—	$547,299	$547,299
J. William Gurley	—	$547,299	$547,299
Jay C. Hoag	—	$547,299	$547,299
Gregory B. Maffei	—	$547,299	$547,299
Gordon Stephenson	—	$547,299	$547,299
Claire Cormier Thielke	$74,054	$410,404	$484,458
April Underwood	$74,054	$410,404	$484,458


(1)			Amounts reflect the aggregate grant date fair value of the restricted stock units granted, computed as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensatio

SEC Form DEF 14A filed by Zillow Group Inc.