[SCHEDULE 13G/A] ZILLOW GROUP, INC. Amended Passive Investment Disclosure
FMR reports 4.8% Zillow Group Class C stake
FMR LLC and Abigail P. Johnson report beneficial ownership of 8,962,396.03 shares of Zillow Group Inc. Class C capital stock, representing 4.8% of that class as of December 31, 2025.
FMR LLC and Abigail P. Johnson report beneficial ownership of 8,962,396.03 shares of Zillow Group Inc. Class C capital stock, representing 4.8% of that class as of December 31, 2025.
FMR LLC has sole voting power over 8,826,153.04 shares and sole dispositive power over 8,962,396.03 shares, while Abigail P. Johnson has sole dispositive power over the same 8,962,396.03 shares but no voting power. They state the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Zillow Group. One or more other persons may receive dividends or sale proceeds, but no such person holds more than 5% of the outstanding Class C shares.
Positive
None.
Negative
None.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Zillow Group Inc. does FMR LLC report?
FMR LLC reports beneficial ownership of 8,962,396.03 Zillow Group Class C shares, equal to 4.8% of that class. It also has sole voting power over 8,826,153.04 shares and sole dispositive power over the full 8,962,396.03 shares disclosed.
How much Zillow Group stock does Abigail P. Johnson beneficially own?
Abigail P. Johnson is reported as beneficially owning 8,962,396.03 Zillow Group Class C shares, or 4.8% of the class. She has sole dispositive power over these shares but no voting or shared voting power according to the ownership table.
Is FMR LLC’s Zillow Group stake considered passive under Schedule 13G/A?
Yes. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Zillow Group, consistent with a passive Schedule 13G filing status.
Do other investors share in dividends from FMR LLC’s Zillow Group holdings?
Yes. One or more other persons may receive or direct the receipt of dividends or sale proceeds from the Zillow Group Class C shares. However, no such person’s interest exceeds 5% of the total outstanding Class C stock.
What does ‘ownership of 5 percent or less of a class’ mean here for Z stock?
The filing specifies ownership of 5 percent or less of Zillow Group’s Class C shares, quantified at 4.8%. This reflects that the reported beneficial holdings remain below the 5% threshold that often triggers different reporting and regulatory considerations.
Who signed the Zillow Group Schedule 13G/A on behalf of FMR LLC and Abigail Johnson?
The statement was signed by Stephanie J. Brown on February 4, 2026, acting under powers of attorney effective January 3, 2023 for FMR LLC and January 26, 2023 for Abigail P. Johnson, as referenced in the incorporated exhibits.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
ZILLOW GROUP INC
(Name of Issuer)
Class C Capital Stock
(Title of Class of Securities)
98954M200
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98954M200
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,826,153.04
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,962,396.03
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,962,396.03
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
98954M200
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,962,396.03
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,962,396.03
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ZILLOW GROUP INC
(b)
Address of issuer's principal executive offices:
1301 SECOND AVENUE,FLOOR 36,SEATTLE,WA,US,98101
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
Class C Capital Stock
(e)
CUSIP No.:
98954M200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
8962396.03
(b)
Percent of class:
4.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
8962396.03
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
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*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * 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.
