Richard Barton updates Zillow (Z) stake, controls about 36% of voting power

Rhea-AI Filing Summary

Zillow Group, Inc. major shareholder Richard N. Barton filed Amendment No. 4 to his Schedule 13D, updating his ownership of Class A Common Stock.

He beneficially owns 4,194,265 shares of Class A, representing 9.2% of that class and 37,847,786 votes, or about 36.4% of Zillow’s combined voting power as of June 11, 2026. The increased percentage stems from Zillow’s repurchases of Class A shares; Barton reports no transactions in the past 60 days.

Insights

Equity ownership and governance analyst

Barton’s economic stake is under 10% but his voting power remains very large.

Richard N. Barton reports beneficial ownership of 4,194,265 Class A shares, or 9.2% of that class. Because many of his holdings are in super‑voting Class B shares, he controls 37,847,786 votes, equal to about 36.4% of combined voting power.

The amendment notes that Barton’s percentage of outstanding Class A increased due to Zillow’s repurchases, while he executed no Class A transactions in the prior 60 days. Governance influence therefore remains concentrated, and future repurchase activity or conversions between Class B and Class A could affect this balance.

Key Figures

Beneficial ownership: 4,194,265 shares Percent of Class A: 9.2% Voting power: 37,847,786 votes +3 more

6 metrics

Beneficial ownership 4,194,265 shares Class A Common Stock beneficially owned by Richard N. Barton

Percent of Class A 9.2% Percent of Class A Common Stock represented by Barton’s holdings

Voting power 37,847,786 votes Votes associated with shares reported in rows 7 and 8

Combined voting power share 36.4% Barton’s share of combined voting power as of June 11, 2026

Class A shares outstanding 41,711,654 shares Zillow Class A Common Stock outstanding as of June 11, 2026

Class B shares outstanding 6,217,447 shares Zillow Class B Common Stock outstanding as of June 11, 2026

Key Terms

beneficially owned, Class B Common Stock, sole voting power, dispositive power, +2 more

6 terms

beneficially owned financial

"This Amendment is being filed to reflect increases in the percentage of outstanding Class A Common Stock of the Issuer beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class B Common Stock financial

"3,423,845 shares of Class A Common Stock issuable upon conversion of 3,423,845 shares of Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

sole voting power financial

"Rows 7 and 9 include (i) 190,536 shares of Class A Common Stock and (ii) 3,423,845 shares ... over which the Reporting Person has sole voting and dispositive power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 9 | Sole Dispositive Power 3,954,261.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D financial

"This Amendment No. 4 (this "Amendment") to the filed on August 6, 2014, as previously amended (the ""), relates to the Class A Common Stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

co-trustee financial

"Excludes 220,004 shares of Class A Common Stock owned by the Barton Descendants' Trust ... for which the Reporting Person is a co-trustee"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Zillow Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98954M101

(CUSIP Number)

Richard N. Barton
1301 Second Avenue, Floor 36,
Seattle, WA, 98101
(206) 470-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98954M101

1

Name of reporting person

Richard N. Barton

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,954,261.00
8	Shared Voting Power 20,000.00
9	Sole Dispositive Power 3,954,261.00
10	Shared Dispositive Power 240,004.00

11

Aggregate amount beneficially owned by each reporting person

4,194,265.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 7 and 9 include (i) 190,536 shares of Class A Common Stock and (ii) 3,423,845 shares of Class A Common Stock issuable upon conversion of 3,423,845 shares of Class B Common Stock, owned directly by the Reporting Person and over which the Reporting Person has sole voting and dispositive power. Also includes 339,880 shares of Class A Common Stock issuable upon conversion of 339,880 shares of Class B Common Stock owned indirectly by the Reporting Person through Barton Ventures II, LLC, a Washington limited liability company ("Barton LLC"), and over which the Reporting Person has sole voting and dispositive power. Class A Common Stock has one (1) vote per share and Class B Common Stock has ten (10) votes per share. The shares reported in rows 7 and 8 represent an aggregate of 37,847,786 votes available with respect to the Issuer's outstanding shares, which is equal to approximately 36.4% of the combined voting power of issued and outstanding shares of the Issuer as of June 11, 2026, based on 41,711,654 shares of Class A Common Stock and 6,217,447 shares of Class B Common Stock outstanding as of June 11, 2026. Excludes 220,004 shares of Class A Common Stock owned by the Barton Descendants' Trust dated December 30, 2004 (the "Barton Trust") for which the Reporting Person is a co-trustee but over which shares the Reporting Person does not have voting power. Row 8 includes 20,000 shares of Class A Common Stock owned by The Barton Foundation for which the Reporting Person is a co-trustee. Excludes 220,004 shares of Class A Common Stock owned by the Barton Trust for which the Reporting Person is a co-trustee but over which shares the Reporting Person does not have voting power. Rows 10 and 11 include 220,004 shares of Class A Common Stock owned by the Barton Trust for which the Reporting Person is a co-trustee and 20,000 shares of Class A Common Stock owned by The Barton Foundation for which the Reporting Person is a co-trustee. Row 13 assumes the conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person to Class A Common Stock. Class B Common Stock converts to shares of Class A Common Stock on a one-for-one basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Zillow Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1301 SECOND AVENUE, FLOOR 36, SEATTLE, WASHINGTON , 98101.
Item 1 Comment: This Amendment No. 4 (this "Amendment") to the Schedule 13D filed on August 6, 2014, as previously amended (the "Schedule 13D"), relates to the Class A Common Stock of Zillow Group, Inc., a Washington corporation (the "Issuer"). Capitalized terms used in this Amendment and not defined herein have the meanings set forth in the Schedule 13D. This Amendment is being filed to reflect increases in the percentage of outstanding Class A Common Stock of the Issuer beneficially owned by the Reporting Person following the Issuer's repurchases of Class A Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover page to this Amendment is incorporated by reference.
(b)	The information set forth in rows 7 through 10 of the cover page to this Amendment is incorporated by reference.
(c)	The Reporting Person has not effected any transaction in shares of Class A Common Stock during the past 60 days.
(d)	To the best of the Reporting Person's knowledge, no person, other than the co-trustee of the Barton Trust, the co-trustee of The Barton Foundation and the co-manager of the Barton LLC, with respect to the shares of Class A Common Stock or Class B Common Stock, as applicable, owned by each of the Barton Trust, The Barton Foundation and the Barton LLC, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock.
(e)	Not applicable.

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.

Richard N. Barton

Signature:	/s/ Richard N. Barton
Name/Title:	Richard N. Barton
Date:	06/15/2026

FAQ

What ownership stake does Richard Barton report in Zillow (Z) Class A shares?

Richard Barton reports beneficial ownership of 4,194,265 Class A shares, equal to 9.2% of that class. This figure assumes conversion of his Class B holdings into Class A on a one-for-one basis, as described in the amended Schedule 13D.

How much voting power does Richard Barton hold at Zillow (Z)?

Barton’s holdings represent 37,847,786 votes, or about 36.4% of Zillow’s combined voting power. This reflects both Class A and super-voting Class B shares, based on outstanding share counts as of June 11, 2026.

Did Richard Barton recently buy or sell Zillow (Z) Class A stock?

The amendment states Barton has not effected any transaction in Zillow Class A Common Stock during the past 60 days. His increased ownership percentage results from Zillow’s own repurchases of Class A shares, not from new purchases or sales by him.

Why did Zillow (Z) insider Richard Barton file Amendment No. 4 to Schedule 13D?

Amendment No. 4 updates Barton’s reported beneficial ownership after Zillow repurchased Class A shares, which raised his percentage of the outstanding class. It revises key figures such as his 9.2% Class A stake and 36.4% combined voting power.

How are Richard Barton’s Zillow (Z) shares held across entities?

Barton’s beneficial ownership includes shares held directly, shares issuable upon conversion of Class B stock, and indirect holdings via Barton Ventures II, LLC, the Barton Trust, and The Barton Foundation, where he serves as co-trustee or co-manager with varying voting and dispositive powers.