Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*

0000315066-25-000838.txt : 20250212 0000315066-25-000838.hdr.sgml : 20250212 20250212092539 ACCESSION NUMBER: 0000315066-25-000838 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250212 DATE AS OF CHANGE: 20250212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZILLOW GROUP, INC. CENTRAL INDEX KEY: 0001617640 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 471645716 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88745 FILM NUMBER: 25612484 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVENUE, FLOOR 36 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (206) 470-7000 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE, FLOOR 36 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Zebra Holdco Inc. DATE OF NAME CHANGE: 20140822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] ORGANIZATION NAME: IRS NUMBER: 043532603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0000315066 XXXXXXXX LIVE Class C Capital Stock 12/31/2024 0001617640 ZILLOW GROUP INC 98954M200 1301 SECOND AVENUE FLOOR 36 SEATTLE WA 98101 Rule 13d-1(b) FMR LLC DE 8515742.52 0.00 8635277.73 0.00 8635277.73 5.0 HC Abigail P. Johnson X1 0.00 0.00 8635277.73 0.00 8635277.73 5.0 IN ZILLOW GROUP INC 1301 SECOND AVENUE,FLOOR 36,SEATTLE,WA,US,98101 FMR LLC 245 Summer Street, Boston, Massachusetts 02210 Not applicable N HC 8635277.73 5.0 Please see the responses to Items 5 and 6 on the cover page. 0.00 8635277.73 0.00 N Y N One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class C Capital Stock of ZILLOW GROUP INC. No one other person's interest in the Class C Capital Stock of ZILLOW GROUP INC is more than five percent of the total outstanding Class C Capital Stock. N See attached Exhibit 99. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Please see Exhibit 99 for 13d-1(k) (1) agreement. FMR LLC Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* 02/11/2025 Abigail P. Johnson Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** 02/11/2025 * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003.** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038. EX-99 2 exhibit99.txt Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Institutional Asset Management Trust Company BK Fidelity Management & Research Company LLC IA Fidelity Management Trust Company BK Strategic Advisers LLC IA Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on February 11, 2025, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Class C Capital Stock of ZILLOW GROUP INC at December 31, 2024. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.