Norges Bank Files 13G/A for 3.27M Zillow Shares, 6.3% Ownership

Rhea-AI Filing Summary

Norges Bank, acting on behalf of the Government of Norway, filed Amendment No. 1 to Schedule 13G disclosing a passive ownership of 3,273,218 Class A shares of Zillow Group Inc. (CUSIP 98954M101) as of 30 June 2025. The position equals 6.3 % of the class, crossing the 5 % threshold that requires SEC reporting.

The bank holds sole voting power over all reported shares and sole dispositive power over 3,156,739 shares; a further 116,479 shares are subject to shared dispositive power. The filing states the stake is held in the ordinary course of business with no intent to influence control. Signature date is 28 July 2025.

Key details for investors: Norges Bank’s disclosure confirms a sizeable, long-term oriented institutional shareholder in Zillow, potentially increasing float stability while signalling third-party confidence in the company’s outlook.

Positive

• Norges Bank revealed a 6.3 % passive stake, adding a reputable, long-term institutional holder to Zillow’s shareholder base.

Negative

• Potential liquidity overhang: a block of 3.27 million shares could pressure the stock if Norges Bank were to rebalance its portfolio.

Insights

Equity Research Analyst

TL;DR – Norges Bank’s 6.3 % stake adds a supportive, passive holder; modestly positive for sentiment.

The disclosure introduces a large, low-turnover sovereign wealth investor to Zillow’s register. Institutional ownership above 5 % can enhance liquidity, improve governance focus and reduce free-float volatility. Because the stake is filed under Rule 13d-1(b) as passive, there is no activist signal or governance challenge. While Norges Bank may rebalance periodically, its mandate is typically long horizon, limiting near-term selling pressure. Overall impact on valuation is incremental but positive, as the market often views sovereign wealth participation as endorsement of fundamentals.

Corporate Governance Specialist

TL;DR – Passive filing means no control intent; governance risk unchanged.

Norges Bank confirmed ordinary-course ownership and disclaimed any intent to influence control, so board composition and proxy dynamics remain unaffected. The investor’s ESG policies could, however, translate into future engagement on sustainability disclosures. Impact is therefore limited to reputational support rather than structural change.

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Accepted by SEC EDGAR 07/28/2025 - 10:39 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Zillow Group Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98954M101

(CUSIP Number)

06/30/2025

(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. 98954M101

1

Names of Reporting Persons

Norges Bank

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

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,273,218.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,156,739.00
8	Shared Dispositive Power 116,479.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,273,218.00

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)

6.3 %

12

Type of Reporting Person (See Instructions)

FI, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zillow Group Inc
(b)	Address of issuer's principal executive offices: 1301 Second Avenue, Floor 31, Seattle, Washington 98101
Item 2.
(a)	Name of person filing: Norges Bank
(b)	Address or principal business office or, if none, residence: Bankplassen 2, PO Box 1179 Sentrum, Oslo, NO-0107, Oslo, Norway
(c)	Citizenship: Norway
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 98954M101
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).
	investment adviser
Item 4.	Ownership
(a)	Amount beneficially owned: 3,273,218
(b)	Percent of class: 6.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,273,218
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3,156,739
	(iv) Shared power to dispose or to direct the disposition of: 116,479
Item 5.	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. The shares reported herein are invested on behalf of the Government of Norway.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Norges Bank

Signature:	Aya Sobhy
Name/Title:	Business and Regulatory Compliance
Date:	07/28/2025

FAQ

How many Zillow Group shares does Norges Bank own?

The filing reports 3,273,218 Class A shares, representing 6.3 % of the outstanding class.

Does Norges Bank have activist intentions toward ZG?

No. The stake was filed under Schedule 13G Rule 13d-1(b), indicating a passive investment with no intent to influence control.

What voting and dispositive powers were disclosed?

Norges Bank has sole voting power over 3,273,218 shares and sole dispositive power over 3,156,739 shares; 116,479 shares are subject to shared dispositive power.

Why was the filing triggered on 30 June 2025?

Crossing the 5 % ownership threshold on that date requires a Schedule 13G filing within 10 calendar days to comply with SEC rules.

Is this stake positive for Zillow Group investors?

Large passive holdings by a sovereign wealth fund can signal confidence and provide shareholder stability, generally viewed as a modest positive.