Zillow Group, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On October 27, 2026, Zillow Group, Inc. (“the Company” or “Zillow”) entered into a stipulation of settlement (the “Settlement Agreement”) to resolve all claims against all defendants alleged in the previously disclosed consolidated securities class action litigation captioned Jaeger v. Zillow Group, Inc., et al., Case No. 2:21-cv-01551-TSZ (W.D. Wash.) (the “Class Action”). Pursuant to the Settlement Agreement, the Company has agreed to pay or cause to be paid an aggregate of $212.5 million in cash (the “Settlement Payment”) into a settlement fund held in escrow within 20 business days after the court preliminarily approves the settlement. Approximately $48 million of the Settlement Payment is expected to be paid through insurance proceeds. The settlement fund will be used to pay class notice and administration costs, court-approved plaintiffs’ attorneys’ fees and expenses, and cash payments to eligible members of the settlement class. The settlement class consists of all persons or entities who purchased or otherwise acquired Zillow Class A common stock or Class C capital stock during the period from August 5, 2021, to November 2, 2021, inclusive (the “Class Period”), and were allegedly damaged thereby, subject to certain exclusions and exceptions. Upon the settlement becoming effective, settlement class members who have not validly requested exclusion will be bound by the settlement and will release the Company, the other defendants named in the Class Action, and certain of their respective related parties from any and all claims that were or could have been asserted that arise out of or relate to the allegations in the Class Action or the purchase or other acquisition of the Company’s stock during the Class Period. The Settlement Agreement contains no admission of liability or wrongdoing by any of the defendants. The settlement does not affect the claims asserted in the previously disclosed related shareholder derivative actions, all of which remain pending. The settlement remains subject to court approval. As is customary in securities class action settlements, if the court preliminarily approves the settlement, members of the settlement class will receive notice and an opportunity to object or request exclusion, and the court will then hold a fairness hearing on final approval and entry of the proposed order and final judgment. If the court approves the settlement and enters such order and final judgment, then, upon the settlement becoming effective in accordance with its terms, distributions to eligible settlement class members will be made in accordance with a plan of allocation approved by the court and the release will be effective as to settlement class members bound by the settlement. The settlement may be terminated under certain circumstances, including by the defendants if requests for exclusion from the settlement class reach a confidential threshold of purchased shares set forth in a separate agreement between the parties. The foregoing description of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full terms of the Settlement Agreement. The plaintiff will publicly file the Settlement Agreement and corresponding exhibits with the court in connection with the plaintiff’s motion for preliminary approval of the settlement. The Company also intends to file a copy of the Settlement Agreement as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.