Sec Form 4 Filing - BARTON RICHARD N @ ZILLOW GROUP, INC. - 2024-05-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARTON RICHARD N 2. Issuer Name and Ticker or Trading Symbol ZILLOW GROUP, INC. [ Z AND ZG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVENUE, FLOOR 36 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2024 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Capital Stock 05/16/2024 J( 1 ) 1,432,219 D $ 0 0 I RNB Z GRAT of May 2022 Class C Capital Stock 05/16/2024 J( 1 ) 1,278,074 A $ 0 3,523,822 D Class C Capital Stock 05/16/2024 G( 1 ) 154,145 A $ 0 154,145 I The Richard & Sarah Barton Irrevocable Trust 03/27/10 Class C Capital Stock 05/16/2024 J( 2 ) 2,500,000 D $ 0 1,023,822 D Class C Capital Stock 05/16/2024 J( 2 ) 2,500,000 A $ 0 2,500,000 I RNB Z GRAT of May 2024 Class C Capital Stock 05/16/2024 M 100,000 A $ 35.4807 1,123,822 D Class A Common Stock 05/16/2024 M 50,000 A $ 30.7534 190,536 D Class C Capital Stock 450,000 I Barton Ventures II LLC Class C Capital Stock 442,086 I Barton Descendants' Trust 12/30/04 Class A Common Stock 220,004 I Barton Descendants' Trust 12/30/04 Class C Capital Stock 1,622,033 I RNB Z GRAT of November 2022

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 35.4807 05/16/2024 M 100,000 01/01/2016( 3 ) 01/07/2025 Class C Capital Stock 100,000 $ 0 0 D Stock Option (right to buy) $ 30.7534 05/16/2024 M 50,000 01/01/2016( 3 ) 01/07/2025 Class A Common Stock 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARTON RICHARD N C/O ZILLOW GROUP, INC. 1301 SECOND AVENUE, FLOOR 36 SEATTLE, WA98101 X X Chief Executive Officer Signatures /s/ Shannon Cartales Attorney-in-Fact 05/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the transfer in full of the Issuer's Class C Capital stock held by the RNB Z GRAT of May 2022 back to the reporting individual and to an irrevocable trust of which the reporting individual is co-trustee. ( 2 )Reflects the transfer of shares of the Issuer's Class C Capital stock that was contributed to a grantor retained annuity trust. ( 3 )Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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