As filed with the Securities and Exchange Commission on February 15, 2024
                                         Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington  47-1645716
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
1301 Second Avenue, Floor 36
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
ZILLOW GROUP, INC. 2020 INCENTIVE PLAN
(Full title of the plan)
Richard Barton
Chief Executive Officer
Zillow Group, Inc.
1301 Second Avenue, Floor 36
Seattle, Washington 98101
(206) 470-7000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jennifer RockAlan Hambelton
Chief Accounting OfficerCooley LLP
Zillow Group, Inc.1700 Seventh Ave, Suite 1900
1301 Second Avenue, Floor 36Seattle, Washington 98101
Seattle, Washington 98101(206) 452-8700
(206) 470-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐



PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.    Incorporation of Certain Documents by Reference

Zillow Group, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant:

a.the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 14, 2024, which contains the audited consolidated financial statements of the Registrant for the latest fiscal year for which such statements have been filed;
b.the Registrant’s Current Report on Form 8-K filed on February 13, 2024; and
c.the description of the Registrant’s Class C capital stock contained in the Registrant’s registration statement on Form 8-A filed on July 29, 2015 (Commission File No. 001-36853), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description (including Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2020).

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof (excluding any documents or portions of such documents that are furnished pursuant to Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such items), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item  4.    Description of Securities
Not applicable.
Item 5.    Interests of Named Experts and Counsel
Not applicable.
Item  6.    Indemnification of Directors and Officers
Washington law provides that a director of a corporation will not be personally liable for reasonable expenses incurred in the wholly successful defense of a proceeding to which the director was a party because of being a director. Washington law provides further that a director may be indemnified against liability incurred in a proceeding to which he or she is a party because of being a director so long as:

•the director acted in good faith;
•the director reasonably believed, in the case of conduct in the director’s official capacity, that his or her conduct was in the corporation’s best interests or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation; and
•in the case of a criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.

Directors generally may not, however, be indemnified:

•in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation;
•in connection with any other proceeding in which the director was adjudged liable for receiving improper personal benefit;
•for acts or omissions of the director that involve intentional misconduct or knowing violation of law; or


•for unlawful distributions to shareholders.

The Registrant’s amended and restated articles of incorporation and amended and restated bylaws provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by law. The Registrant’s amended and restated bylaws also permit the Registrant to secure insurance on behalf of any officer or director for any liability arising out of his or her actions in connection with his or her services to the Registrant, regardless of whether the Registrant’s bylaws permit such indemnification.
The Registrant has entered into agreements to indemnify its directors and certain of its officers to the fullest extent allowed under Washington law. These agreements provide, among other things, that the Registrant will indemnify its directors and certain of its officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in the Registrant’s right, on account of any services undertaken by such person on the Registrant’s behalf or that person’s status as a director or officer of the Registrant. The Registrant also has obtained directors’ and officers’ liability insurance.
Item 7.     Exemption From Registration Claimed
Not applicable.
Item 8.    Exhibits
Exhibit
Number		  Description
4.1*
4.2*
4.3*
4.4*
5.1+
23.1+
23.2+
24.1+
99.1*
107+
+Filed herewith.
*Incorporated herein by reference.
Item 9.    Undertakings
A.    The undersigned Registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);


(b)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(c)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 14, 2024.
ZILLOW GROUP, INC.
By:
/s/ JENNIFER ROCK
Name:Jennifer Rock
Title:Chief Accounting Officer

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard Barton and Jennifer Rock, or either of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on February 14, 2024.
SignatureTitle
/s/    RICHARD BARTON
Chief Executive Officer (Principal Executive Officer) and Director
Richard Barton
/s/    JEREMY HOFMANN
Chief Financial Officer (Principal Financial Officer)
Jeremy Hofmann
/s/    JENNIFER ROCK
Chief Accounting Officer (Principal Accounting Officer)
Jennifer Rock
/s/    LLOYD D. FRINK
Executive Chairman, President and Director
Lloyd D. Frink
/s/    AMY C. BOHUTINSKY
Director
Amy Bohutinsky
/s/    ERIK BLACHFORD
Director
Erik Blachford
/s/    J. WILLIAM GURLEY
Director
J. William Gurley
/s/    JAY C. HOAG
Director
Jay C. Hoag
/s/    GREGORY B. MAFFEI
Director
Gregory B. Maffei
/s/    GORDON STEPHENSON
Director
Gordon Stephenson
/s/    CLAIRE CORMIER THIELKE
Director
Claire Cormier Thielke
/s/    APRIL UNDERWOOD
Director
April Underwood



Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

Zillow Group, Inc.
(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass C Capital Stock, par value $0.0001 per shareRule 457(c) and Rule 457(h)
15,546,116(3)
$55.05$855,813,685.80
$147.60 per $1,000,000
$126,318.10
Total Offering Amounts$855,813,685.80$126,318.10
Total Fee Offsets$0.00
Net Fee Due$126,318.10
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Class C capital stock of Zillow Group, Inc. (the “Registrant”) that may become issuable under the Registrant’s 2020 Incentive Plan (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding Class C capital stock.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The proposed maximum offering price per share is estimated to be $55.05, based on the average of the high sales price ($56.22) and the low sales price ($53.88) for the Registrant’s Class C capital stock as reported by The Nasdaq Global Select Market on February 9, 2024.
(3)
The shares are being registered pursuant to the automatic annual share increase under the Plan that became effective on January 1, 2024.





image_1a.jpg
Exhibit 5.1


February 14, 2024

Zillow Group, Inc.
1301 Second Avenue, Floor 36
Seattle, Washington 98101

Ladies and Gentlemen:
We have acted as counsel to Zillow Group, Inc., a Washington corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 15,546,116 shares (the “Shares”) of the Company’s Class C capital stock, par value $0.0001 per share, issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “Incentive Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectus, the Incentive Plan, the Company’s certificate of incorporation and bylaws, each as currently in effect, and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the laws of the State of Washington. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Incentive Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ Alan D. Hambelton    
Alan D. Hambelton
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: +1 206 452 8700 f: +1 206 452 8800 cooley.com



Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 14, 2024, relating to the financial statements of Zillow Group, Inc. (“the Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
February 14, 2024

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