Jay C. Hoag - Mar 1, 2025 Form 4/A - Amendment Insider Report for ZILLOW GROUP, INC. (Z AND ZG)

Role: Director
Signature: /s/ Frederic D. Fenton Authorized signatory for Jay C. Hoag
Stock symbol: Z AND ZG
Transactions as of: Mar 1, 2025
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/18/2025, 07:15 PM
Date Of Original Report: Mar 4, 2025
Previous filing: Feb 4, 2025
Next filing: Mar 4, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	Z AND ZG	Class C Capital Stock						7.7K	Mar 1, 2025	Direct	F1
holding	Z AND ZG	Class C Capital Stock						1.95M	Mar 1, 2025	TCV VIII, L.P.	F2
holding	Z AND ZG	Class C Capital Stock						525K	Mar 1, 2025	TCV VIII (A) Mariner, L.P.	F3
holding	Z AND ZG	Class C Capital Stock						121K	Mar 1, 2025	TCV VIII (B), L.P.	F4
holding	Z AND ZG	Class C Capital Stock						422	Mar 1, 2025	TCV VIII Management, L.L.C.	F5
holding	Z AND ZG	Class C Capital Stock						310K	Mar 1, 2025	TCV Member Fund, L.P.	F6
holding	Z AND ZG	Class C Capital Stock						2.16M	Mar 1, 2025	TCV IX, L.P.	F7
holding	Z AND ZG	Class C Capital Stock						609K	Mar 1, 2025	TCV IX (A) Opportunities, L.P.	F8
holding	Z AND ZG	Class C Capital Stock						115K	Mar 1, 2025	TCV IX (B), L.P.	F9
holding	Z AND ZG	Class C Capital Stock						751	Mar 1, 2025	TCV IX Management, L.L.C.	F5
holding	Z AND ZG	Class C Capital Stock						1.53M	Mar 1, 2025	TCV XI, L.P.	F10
holding	Z AND ZG	Class C Capital Stock						484K	Mar 1, 2025	TCV XI (A), L.P.	F11
holding	Z AND ZG	Class C Capital Stock						108K	Mar 1, 2025	TCV XI (B), L.P.	F12
holding	Z AND ZG	Class C Capital Stock						115K	Mar 1, 2025	TCV XI (Lux), SCSp	F13
holding	Z AND ZG	Class C Capital Stock						240	Mar 1, 2025	TCV XI Management, L.L.C.	F5
holding	Z AND ZG	Class C Capital Stock						106K	Mar 1, 2025	TCV XI Member Fund, L.P.	F14
holding	Z AND ZG	Class C Capital Stock						58.1K	Mar 1, 2025	Hoag Family Trust, U/A DTD 08/02/1994	F15

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	Z AND ZG	Stock Option (right to buy)	Award	$0	+11.6K		$0.00	11.6K	Mar 1, 2025	Class C Capital Stock	11.6K	$76.66	Direct	F16, F17

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	707 shares were inadvertently omitted from the direct holdings in the original Form 4 due to an administrative oversight.
F2	These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3	These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is the sole member of TCV Mariner Investor VIII, LLC, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4	These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	Jay C. Hoag is a Member of TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares to be received upon their exercise except to the extent of his pecuniary interest therein.
F6	These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Member and Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F8	These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein.
F9	These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F10	These shares are directly held by TCV XI, L.P. ("TCV XI"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management XI, Ltd. ("Management XI") and a limited partner of Technology Crossover Management XI, L.P. ("TCM XI"). Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI. Mr. Hoag may be deemed to beneficially own the shares held by TCV XI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F11	These shares are directly held by TCV XI (A), L.P. ("TCV XI (A)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (A). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F12	These shares are directly held by TCV XI (B), L.P. ("TCV XI (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein
F13	These shares are directly held by TCV XI (Lux), SCSp ("TCV XI Lux"). Jay C. Hoag is a Class A Member and Class A Director of Management XI. Management XI is the sole shareholder of Technology Crossover Management XI, S.a r.l. ("TCM XI Sarl"), which is in turn the managing General Partner of TCV XI Lux. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F14	These shares are directly held by TCV XI Member Fund, L.P. ("TCV XI Member Fund"). Mr. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCV XI Member Fund. Management XI is the sole general partner of TCV XI Member Fund. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F15	These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F16	1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.
F17	Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.