Zillow Group reports $10 million net income for Q3 2025

Cover page 3 changes

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For the quarterly period ended June September 30, 2025

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As of July 30, October 23, 2025, 50,089,971 49,633,032 shares of Class A common stock, 6,217,447 shares of Class B common stock and 185,964,745 186,200,151 shares of Class C capital stock were outstanding.

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For the Three Months Ended June September 30, 2025

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Exhibits 4 changes

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UBS AG, JPMorgan Chase Bank, N.A., UBS AG, Bank of Montreal, and Bank of Nova Scotia

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These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those risks, uncertainties and assumptions described in Part II, Item 1A (Risk Factors) in this Quarterly Report on Form 10-Q and Part I, Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including, but not limited to risks related to:

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• uncertainties related to policy changes, or enforcement priorities, or government shutdowns at the federal and state levels;

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• mergers, acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors;

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Financial Statements (unaudited) 144 changes

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June September 30, 2025 December 31, 2024

Cash and cash equivalents $ 587 874 $ 1,082

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Mortgage loans held for sale 250 291 159

Prepaid expenses and other current assets 257 277 210

Total current assets 1,821 2,119 2,334

Contract cost assets 28 27 25

Property and equipment, net 373 371 360

Right of use assets 62 58 59

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Intangible assets, net 285 273 207

Total assets $ 5,416 5,698 $ 5,829

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Accounts payable $ 56 $ 30

Deferred revenue 70 62

Accounts payable $ 38 $ 30

Accrued expenses and other current liabilities 121 133 105

Accrued compensation and benefits 57 59 57

Borrowings under credit facilities 230 272 145

Deferred revenue 69 62

Lease liabilities, current portion 12 13 14

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Total liabilities 670 981

Total current liabilities 546 584 831

Lease liabilities, net of current portion 86 82 83

Other long-term liabilities 38 40 67

Total liabilities 706 981

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Class A common stock, $ 0.0001 par value; authorized — 1,245,000,000 shares; issued and outstanding — 50,089,971 49,633,032 and 54,333,292 shares as of June September 30, 2025 and December 31, 2024, respectively

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Class C capital stock, $ 0.0001 par value; authorized — 600,000,000 shares; issued and outstanding — 184,824,117 186,184,854 and 181,937,981 shares as of June September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 6,617 6,852 6,733

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Accumulated deficit ( 1,872 1,862 ) ( 1,882 )

Total shareholders' equity 4,746 4,992 4,848

Total liabilities and shareholders' equity $ 5,416 5,698 $ 5,829

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June 30, Six Months Ended

September 30, Nine Months Ended

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Cost of revenue 166 130 305 253

Gross profit 489 442 948 848

Sales and marketing 226 205 424 371

Technology and development 153 144 302 291

General and administrative 121 131 242 263

Total operating expenses 500 480 968 931

Loss from operations ( 11 ) ( 38 ) ( 20 ) ( 83 )

Interest expense ( 5 ) ( 10 ) ( 10 ) ( 19 )

Net income (loss) $ 2 $ ( 17 ) $ 10 $ ( 40 )

Cost of revenue 185 140 490 393

Gross profit 491 441 1,439 1,289

Sales and marketing 214 217 638 588

Technology and development 151 145 453 436

General and administrative 127 123 369 386

Acquisition-related costs — 1 — 1

Total operating expenses 494 486 1,462 1,417

Loss from operations ( 3 ) ( 45 ) ( 23 ) ( 128 )

Loss on extinguishment of debt — — 1 ) — ( 1 )

Interest expense ( 3 ) ( 9 ) ( 13 ) ( 28 )

Income (loss) before income taxes 2 12 ( 15 20 ) 10 22 ( 36 56 )

Income tax expense ( ( 2 ) — ( 2 ) ( 4 )

Net income (loss) $ 10 $ ( 20 ) $ 20 $ ( 60 )

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Diluted $ 0.01 $ ( 0.07 ) $ 0.04 $ ( 0.17 )

Diluted $ 0.04 $ ( 0.08 ) $ 0.08 $ ( 0.26 )

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June 30, Six Months Ended

Net income (loss) $ 2 $ ( 17 ) $ 10 $ ( 40 )

September 30, Nine Months Ended

Net income (loss) $ 10 $ ( 20 ) $ 20 $ ( 60 )

Other comprehensive income: (loss):

Net unrealized gains (losses) on investments 1 — 4 ( 6 )

Total other comprehensive income (loss)

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Balance at April 1, 2025 241,320 $ — $ 6,628 $ ( 1,874 ) $ — $ 4,754

Settlement of convertible senior notes 1 — — — — —

Net income — — — 2 — 2

Balance at July 1, 2025

Issuance of Class C capital stock upon exercise of stock options 520 2,873 — 22 121 — — 22 121

Vesting of restricted stock units 1,597 1,584 — — — — —

Share-based compensation expense — — 117 114 — — 117 114

Settlement of capped call transactions ( 3,097 ) — 38 — — 38

Repurchases of Class A common stock and Class C capital stock ( 2,306 ) — ( 150 ) — — ( 150 )

Net income — — — 10 — 10

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Balance at June 30, 2025 241,132 $ — $ 6,617 $ ( 1,872 ) $ 1 $ 4,746

Balance at September 30, 2025

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Balance at April 1, 2024 236,176 $ — $ 6,469 $ ( 1,793 ) $ ( 11 ) $ 4,665

Repurchases of Class A common stock and Class C capital stock ( 6,885 ) — ( 292 ) — — ( 292 )

Net loss — — — ( 17 ) — ( 17 )

Balance at June 30, July 1, 2024 231,407 $ — $ 6,322 $ ( 1,810 ) $ ( 11 ) $ 4,501

Issuance of Class C capital stock upon exercise of stock options 315 893 — 11 35 — — 11 35

Vesting of restricted stock units 1,801 1,442 — — — — —

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and 64 more changes in the filing

Note 1: Organization and Description of Business 1 change

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We operate in a dynamic industry and, accordingly, can be affected by a variety of factors, which are uncertain and difficult to predict. For example, we believe that potential changes in any of the following areas may have a significant impact on us in terms of our future financial position, results of operations or cash flows: the health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to navigate industry changes, including as a result of past, pending or future lawsuits, settlements or government investigations; uncertainties related to policy changes, or enforcement priorities, or government shutdowns at the federal and state levels; our ability to manage advertising, product inventory and pricing, and to maintain relationships with our real estate partners; our ability to comply with current and future rules and requirements promulgated by NAR, MLSs, or other real estate industry groups or governing bodies, and to maintain or establish relationships with listing and data providers; changes to our rights to use or timely access listing data, or to the quality or quantity of such listing data; our investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive for customers and real estate partners or that do not allow us to compete successfully; our ability to operate and grow the mortgage operations of Zillow Home Loans, our affiliate lender, including the ability to obtain or maintain sufficient financing and resell originated mortgages on the secondary market; the duration and impact of natural disasters, climate change, geopolitical events, and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services, or general economic conditions; outcomes of legal proceedings and government investigations; our ability to attract, engage, and retain a highly skilled workforce; protection of Zillow Group's information and systems against security breaches or disruptions in operations; reliance on third-party services to support critical functions of our business; protection of our brand and intellectual property; and changes in laws or government regulation affecting our business, among other things.

Note 2: Summary of Significant Accounting Policies 2 changes

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The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of June September 30, 2025 and our results of operations, comprehensive income (loss) and shareholders' equity for the three and six nine month periods ended June September 30, 2025 and 2024, and cash flows for the six nine month periods ended June September 30, 2025 and 2024. The results for the three and six nine months ended June September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, for any interim period, or for any other future year.

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In September 2025, the FASB issued guidance that modernizes the accounting for internal-use software costs by removing all references to project development stages. Under this guidance, eligible software development costs begin capitalization once management has authorized and committed to funding the project and it is probable the project will be completed and used to perform the function intended. This guidance is effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, retrospective or modified basis, with early adoption permitted. We have not yet determined the impact the adoption of this guidance will have on our consolidated financial statements.

Note 3: Financial Instruments 29 changes

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Contingent consideration — In December 2023, Zillow Group acquired Follow Up Boss for $ 399 million in cash, net of cash acquired, and contingent consideration of up to $ 100 million, payable over a three-year period upon achievement of certain performance metrics. During the six nine months ended June September 30, 2025, we paid $ 33 million in cash to settle the first earn out payment, the majority most of which represented settlement of the acquisition date fair value. The fair value of the contingent consideration is estimated using a Monte Carlo simulation which considers the probabilities of the achievement of certain performance metrics (Level 3).

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During the three and six nine months ended June September 30, 2025, there were no material changes in the unobservable inputs used in determining the fair value of contingent consideration included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Weighted-average 80 % 82 %

June September 30, 2025 December 31, 2024

Weighted-average 82 % 82 %

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June 30, Six Months Ended

Issuances 24 11 45 23

Transfers ( 22 ) ( 12 ) ( 40 ) ( 22 )

September 30, Nine Months Ended

Balance, beginning of the period $ 7 9 $ 5 4 $ 4 $ 3

Issuances 24 17 69 40

Transfers ( 24 ) ( 15 ) ( 64 ) ( 37 )

Balance, end of period $ 9 $ 4 6 $ 9 $ 4 6

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June September 30, 2025 December 31, 2024

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Cash $ 22 $ 22 $ 13 $ 13

June September 30, 2025 December 31, 2024

Cash $ 20 $ 20 $ 13 $ 13

Money market funds 554 554 741 741 993 993

U.S. government treasury securities 11 11 113 113 75 75

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Commercial paper 1 1 2 2

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Commercial paper — — 2 2

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Mortgage loans held for sale — 250 291 — 159

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Forward contracts - other current assets — — 1 — 1

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Forward contracts - accrued expenses and other current liabilities $ — $ 3 1 $ — $ —

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Contingent consideration - accrued expenses and other current liabilities — 31 32 — 33

Contingent consideration - other long-term liabilities — 30 31 — 58

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The following table presents available-for-sale investments by contractual maturity date as of June September 30, 2025 (in millions):

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Due in one year or less $ 259 241 $ 259 241

Due after one year 311 312 272 274

Note 4: Property and Equipment, Net 8 changes

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June September 30, 2025 December 31, 2024

Website development costs $ 597 606 $ 564

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Construction-in-progress 4 3 —

Property and equipment 662 670 643

Less: accumulated amortization and depreciation ( 289 299 ) ( 283 )

Property and equipment, net $ 373 371 $ 360

We recorded depreciation expense related to property and equipment (other than website development costs) of $ 3 million and $ 4 million for both the three months ended June September 30, 2025 and 2024, respectively, and $ 7 10 million and $ 8 11 million for the six nine months ended June September 30, 2025 and 2024, respectively.

We capitalized website development costs of $ 51 45 million and $ 54 46 million for the three months ended June September 30, 2025 and 2024, respectively, and $ 99 144 million and $ 106 152 million for the six nine months ended June September 30, 2025 and 2024, respectively. Amortization expense for website development costs included in cost of revenue was $ 42 million and $ 36 40 million for the three months ended June September 30, 2025 and 2024, respectively, and $ 83 125 million and $ 69 109 million for the six nine months ended June September 30, 2025 and 2024, respectively.

Note 5: Intangible Assets, Net 10 changes

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Software 110 ( 44 ) 66

Customer relationships $ 194 $ ( 39 46 ) $ 155 148

Software 115 ( 46 ) 69

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Trade names and trademarks 47 ( 27 28 ) 20 19

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Total $ 476 $ ( 191 ) $ 285

Total $ 438 $ ( 165 ) $ 273

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On February 6, 2025, we entered into a partnership with Redfin Corporation ("Redfin"), making Zillow the exclusive provider of multifamily (properties with 25 or more units) rental listings on Redfin and its sites, including Rent.com and ApartmentGuide.com (together, "Redfin Rental Network"). Pursuant to this rentals partnership, Zillow made a $ 100 million payment to Redfin that is included in customer relationships in the table above and will be is being amortized over the estimated useful life of nine years . Zillow also pays Redfin for leads generated through the Redfin Rental Network for an initial period of five years with two optional two-year extensions, subject to the terms of the underlying agreements.

Amortization expense recorded for intangible assets was $ 22 million and $ 19 20 million for the three months ended June September 30, 2025 and 2024, respectively, and $ 42 64 million and $ 38 58 million for the six nine months ended June September 30, 2025 and 2024, respectively. We did no t record any impairment costs related to intangible assets for the three or six nine months ended June September 30, 2025 or 2024.

Estimated future amortization expense for intangible assets, including amortization related to future commitments (see Note 11), as of June September 30, 2025 is as follows (in millions):

Total future amortization expense $ 293 281

Note 6: Debt 45 changes

The following table presents the carrying values of Zillow Group's debt as of the dates presented (in millions):

June 30, 2025 December 31, 2024

Master repurchase agreements:

JPMorgan Chase Bank, N.A. $ 92 $ 72

Total master repurchase agreements

Total debt $ 230 $ 563

(1) Agreement was entered into on February 27, 2025.

Available Borrowing Capacity (1)

April 28, 2026 $ 200 $ 92 $ 108 6.05 %

September 5, 2025 150 74 76 6.05 %

Total $ 600 $ 230 $ 370

We utilize master repurchase agreements to provide capital for Zillow Home Loans. The following table summarizes certain details related to our outstanding master repurchase agreements as of June 30, 2025 the dates presented (in millions, except interest rates):

Lender Maturity Date Maximum Borrowing Capacity Borrowings Outstanding (1)

Outstanding Borrowings at September 30, 2025

Outstanding Borrowings at December 31, 2024

Weighted-Average Interest Rate at September 30, 2025

JPMorgan Chase Bank, N.A. (2)

April 28, 2026 $ 200 $ 120 $ 72 5.87 %

September 4, 2026 150 78 73 5.88 %

Bank of Montreal (1) (4)

February 26, 2026 150 64 86 6.02 74 — 5.85 %

Bank of Nova Scotia (5)

June 8, 2026 100 — 100 — — %

Total $ 600 $ 272 $ 145

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On June 9, 2025, Zillow Home Loans entered into a master repurchase agreement with Bank of Nova Scotia which provides a total maximum borrowing capacity of $ 100 million. Zillow Home Loans did not draw on this master repurchase agreement during the three months ended June 30, 2025.

(2) Agreement was amended and renewed on April 29, 2025 Zillow Home Loans amended its JPMorgan Chase Bank, N.A. master repurchase agreement to increase the total maximum borrowing capacity from $ 150 million to $ 200 million and to extend the maturity date to April 28, 2026.

(3) Agreement was amended and renewed on September 5, 2025 to extend the maturity date to September 4, 2026.

(4) Agreement was entered into on February 27, 2025.

(5) Agreement was entered into on June 9, 2025.

In accordance with the master repurchase agreements, the Lenders have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of June September 30, 2025 and December 31, 2024, $ 242 284 million and $ 151 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements.

Borrowings on the master repurchase agreements bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the governing agreements. The master repurchase agreements include customary representations and warranties, covenants and provisions regarding events of default. As of June September 30, 2025, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The master repurchase agreements are recourse to Zillow Home Loans and have no recourse to Zillow Group or any of its other subsidiaries.

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The following tables summarize the interest expense related to our convertible senior notes for the periods ended (in millions, except interest rates):

June 30, 2025 Three Months Ended

2025 Notes 1 — 1 3 — 3

Total $ 1 $ — $ 1 $ 6 $ 1 $ 7

June 30, 2025 Six Months Ended

Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense

2025 Notes 4 1 5 6 1 7

Total $ 4 $ 1 $ 5 $ 12 $ 3 $ 15

During the three nine months ended June September 30, 2024 and in accordance with our Repurchase Authorizations, we repurchased $ 88 million aggregate principal amount of the 2025 Notes through open market transactions for $ 89 million in cash, including accrued interest, resulting in a loss on extinguishment of debt of $ 1 million recognized in our condensed consolidated statements of operations. See Note 8 for additional information on the Repurchase Authorizations.

The 2025 Notes matured on May 15, 2025, and we settled the remaining $ 419 million in aggregate principal amount of the 2025 Notes with cash payments totaling $ 425 million, which included $ 419 million in principal repayments, $ 6 million for accrued interest, and a nominal cash payment in lieu of fractional shares, and the issuance of a nominal number of shares of Class C capital stock.

Interest expense associated with our convertible senior notes was not material for the three months ended September 30, 2024 and the nine months ended September 30, 2025. The following table summarizes the interest expense related to our convertible senior notes for the nine months ended September 30, 2024 (in millions):

Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense

Settlement of Capped Call Transactions

In August 2025, we settled the capped call transactions we entered into in connection with the issuance of the 2026 Notes, resulting in the receipt of approximately 3.1 million shares of Class C capital stock and $ 38 million in cash. Under applicable Washington State law, the acquisition of a corporation's own shares is not disclosed separately as treasury stock in the financial statements and such shares are treated as authorized but unissued shares. We record acquisitions of our shares of capital stock as a reduction to capital stock at the par value of the shares reacquired, then to additional paid-in capital until it is depleted to a nominal amount, with any further excess recorded to retained earnings. We recorded an offsetting increase to additional paid-in capital for the settlement of the capped call transactions.

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Note 7: Income Taxes 3 changes

On July 4, 2025, the One Big Beautiful Bill Act (the "Bill") was enacted into law. The Bill provides for significant U.S. tax law changes and modifications and makes permanent certain key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, the expensing of domestic research costs, and the business interest expense limitation. We are in The process of evaluating the provisions within of the Bill and have did not yet determined the have a material impact of these provisions on our condensed consolidated financial statements beginning with for the quarterly period ending three or nine month periods ended September 30, 2025.

We are subject to income taxes in the United States (federal and state) and certain foreign jurisdictions. As of June September 30, 2025 and December 31, 2024, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. We have accumulated federal tax losses of approximately $ 1.3 billion as of December 31, 2024, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $ 66 million (tax effected) as of December 31, 2024.

Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account for the relevant period. We update our estimate of the annual effective tax rate on a quarterly basis and make year-to-date adjustments to the tax provision or benefit, as applicable. Income tax expense was not material for the three or six nine month periods ended June September 30, 2025 or 2024.

Note 8: Share Repurchase Authorizations 17 changes

June 30, 2025 Three Months Ended

Shares repurchased 1,784 522 981 5,904

Weighted-average price per share $ 65.04 $ 65.03 $ 41.92 $ 42.41

Total purchase price $ 116 $ 34 $ 41 $ 251

June 30, 2025 Six Months Ended

Prior to May 2, 2025, the Board authorized the repurchase of up to $ 2.5 billion of our Class A common stock, Class C capital stock, convertible senior notes or a combination thereof. On May 2, 2025, the Board authorized the repurchase of up to an additional $ 1.0 billion of our Class A common stock, Class C capital stock, or a combination thereof, which increased our total cumulative Repurchase Authorizations to $ 3.5 billion. As of June September 30, 2025, $ 981 943 million remained available for future repurchases of our stock pursuant to the Repurchase Authorizations.

There were no share repurchases during the three months ended September 30, 2024. The following table summarizes tables summarize our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the periods presented (in millions, except share data, which are presented in thousands, and per share amounts):

Class A common stock Class C capital stock Class A common stock Class C capital stock

Shares repurchased 457

Weighted-average price per share $ 83.51

Total purchase price $ 38

September 30, 2025 Nine Months Ended

Class A common stock Class C capital stock Class A common stock Class C capital stock

Class A common stock Class C capital stock

Shares repurchased 4,244 4,701 1,401 1,100 5,996

Weighted-average price per share $ 70.09 71.39 $ 73.19 $ 42.26 $ 42.45

Total purchase price $ 297 335 $ 103 $ 46 $ 255

Note 9: Share-Based Awards 33 changes

In connection with the annual review cycle, option awards and restricted stock units are granted under the Zillow Group, Inc. 2020 Incentive Plan during the first quarter of each year and typically vest quarterly over four years . For additional information regarding our share-based awards, see Note 13 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The following table summarizes option award activity for the six nine months ended June September 30, 2025:

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Exercised ( 1,320 ) 41.47

Exercised ( 4,193 ) 41.74

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Outstanding at June 30, 2025 30,491 48.86 6.1 701

Vested and exercisable at June 30, 2025 22,470 46.49 5.2 571

Outstanding at September 30, 2025

Vested and exercisable at September 30, 2025

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June 30, Six Months Ended

Expected volatility 59 % 59 %

Weighted-average fair value of options granted $ 37.18 $ 29.69 $ 43.17 $ 31.93

September 30, Nine Months Ended

Expected volatility 54 % 55 %

Risk-free interest rate 3.92 3.82 % 4.50 3.74 %

Weighted-average expected life 5.5 5.3 years 5.5 years

Weighted-average fair value of options granted $ 46.43 $ 30.96 $ 43.34 $ 31.80

As of June September 30, 2025, there was a total of $ 228 197 million in unrecognized compensation cost related to unvested option awards.

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The following table summarizes activity for restricted stock units for the six nine months ended June September 30, 2025:

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Vested ( 2,967 ) 50.90

Forfeited ( 606 ) 52.92

Vested ( 4,551 ) 51.45

Forfeited ( 849 ) 54.06

Unvested outstanding at June September 30, 2025

As of June September 30, 2025, there was a total of $ 680 608 million in unrecognized compensation cost related to unvested restricted stock units.

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June 30, Six Months Ended

Sales and marketing 19 20 37 38

Technology and development 40 42 78 84

September 30, Nine Months Ended

Cost of revenue $ 3 $ 4 3 $ 6 9 $ 8 11

Sales and marketing 18 19 55 57

Technology and development 41 40 119 124

General and administrative 37 47 75 91 46 112 137

Total share-based compensation $ 99 $ 113 108 $ 196 295 $ 221 329

Note 10: Net Income (Loss) Per Share 14 changes

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June 30, Six Months Ended

Denominator for basic calculation 241,083 233,453 241,667 234,074

September 30, Nine Months Ended

Denominator for basic calculation 242,326 232,521 241,889 233,553

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Option awards 7,649 — 8,653 —

Unvested restricted stock units 2,933 — 3,596 —

Option awards 10,126 — 9,149 —

Unvested restricted stock units 3,791 — 3,662 —

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June 30, Six Months Ended

September 30, Nine Months Ended

Weighted-average Class C capital stock option awards outstanding 3,344 19,091 3,478 20,935 2,724 27,557 3,225 28,015

Weighted-average Class C capital stock restricted stock units outstanding 4,145 14,877 2,844 13,776 109 13,567 1,922 13,705

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Total Class C capital stock equivalents 10,573 66,378 10,974 67,408

Total Class C capital stock equivalents 2,833 68,400 8,231 72,546

Note 11: Commitments and Contingencies 3 changes

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Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites, certain cloud computing services and payments under certain partnership agreements. The amounts due for non-cancelable purchase commitments as of June September 30, 2025 are as follows (in millions):

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Remainder of 2025 $ 99 57

Total future purchase commitments $ 284 298

Legal proceedings 34 changes

We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of June September 30, 2025 or December 31, 2024.

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On November 16, 2021, November 19, 2021 and January 6, 2022, three purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our stock between August 7, 2020 and November 2, 2021. The three purported class action lawsuits, captioned Barua v. Zillow Group, Inc. et al., Silverberg v. Zillow Group, et al. and Hillier v. Zillow Group, Inc. et al. were brought in the Court and were consolidated on February 16, 2022 (the "Federal Securities Suit"). On May 12, 2022, the plaintiffs filed their amended consolidated complaint which alleges, among other things, that we issued materially false and misleading statements regarding our Zillow Offers business. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. On December 7, 2022, the Court rendered its decision granting our previously filed motion to dismiss, in part, and denying the motion, in part. On January 23, 2023, we filed our answer to the consolidated complaint. On March 14, 2024, plaintiffs filed a motion for class certification, which was granted on August 23, 2024. On September 6, 2024, we filed a petition for permission to appeal the class certification order, on September 16, 2024, plaintiffs filed their opposition to our petition, and on September 23, 2024, we filed our reply in further support of the petition. On October 24, 2024, the Ninth Circuit issued an order granting Zillow permission to appeal. On January 8, 2025, we filed our opening brief in the appeal. On March 10, 2025, plaintiffs filed their response brief, and on April 30, 2025, we filed our reply brief. On November 1, 2024, the Court issued an order staying the Federal Securities Suit pending the outcome of the appeal, which was extended on October 10, 2025. On September 26, 2025, the Ninth Circuit affirmed the Court's class certification. On October 24, 2025, we filed an en banc petition before the Ninth Circuit seeking rehearing of the Ninth Circuit's September 26th decision. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in this consolidated lawsuit.

On March 10, 2022, May 5, 2022, July 20, 2022 and October 31, 2024, shareholder derivative suits were filed in the Court and on July 25, 2022, a shareholder derivative suit was filed in the Superior Court of the State of Washington, King County, against us and certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs (including the Company as a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties by failing to maintain an effective system of internal controls, which purportedly caused the losses the Company incurred when it decided to wind down Zillow Offers operations. Plaintiffs also allege, among other things, violations of Section 14(a) and Section 20(a) of the Exchange Act, insider trading and waste of corporate assets. On August 23, 2023, a second shareholder derivative suit was filed in the Superior Court of the State of Washington, King County. These shareholder derivative lawsuits have since been stayed by the relevant courts and they remain stayed as of June September 30, 2025. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. The defendants deny the allegations of any wrongdoing and vigorously defend the claims in these lawsuits.

On September 30, 2025, the Federal Trade Commission filed a complaint in the U.S. District Court for the Eastern District of Virginia against Zillow Group, Inc., Zillow, Inc., and Redfin Corporation. On October 1, 2025, the Attorneys General of the Commonwealth of Virginia and the States of Arizona, Connecticut, New York, and Washington filed a similar complaint against the same parties in the same court. The complaints allege that the partnership entered into between Zillow and Redfin on February 6, 2025, harmed competition for online multifamily rental-listings in violation of federal antitrust laws. The plaintiffs seek injunctive and other equitable relief. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in these lawsuits.

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Contract assets totaled $ 201 214 million and $ 157 million as of June September 30, 2025 and December 31, 2024, respectively. As of June September 30, 2025, the average remaining recognition period for our contract asset related to our Premier Agent Flex offering was five months .

For the three months ended June September 30, 2025, the opening balance of deferred revenue was $ 70 million, of which $ 53 55 million was recognized as revenue during the period. For the three months ended June September 30, 2024, the opening balance of deferred revenue was $ 58 59 million, of which $ 49 51 million was recognized as revenue during the period.

For the six nine months ended June September 30, 2025, the opening balance of deferred revenue was $ 62 million, of which $ 53 57 million was recognized as revenue during the period. For the six nine months ended June September 30, 2024, the opening balance of deferred revenue was $ 52 million, of which $ 47 50 million was recognized as revenue during the period.

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June 30, Six Months Ended

Revenue $ 655 $ 572 $ 1,253 $ 1,101

Marketing and advertising costs 64 58 107 88

Facility expenses 7 8 14 16

Impairment costs — — — 6

Other items (1) 39 36 79 75

Loss from operations ( 11 ) ( 38 ) ( 20 ) ( 83 )

Interest expense ( 5 ) ( 10 ) ( 10 ) ( 19 )

Net income (loss) $ 2 $ ( 17 ) $ 10 $ ( 40 )

September 30, Nine Months Ended

Revenue $ 676 $ 581 $ 1,929 $ 1,682

Headcount-related expenses, excluding share-based compensation 298 272 586 536 300 281 886 817

Share-based compensation 99 113 196 221 108 295 329

Depreciation and amortization 67 59 132 115 63 199 178

Marketing and advertising costs 47 64 154 152

Direct product and service costs 73 44 123 87 91 48 214 135

Third-party professional service fees 19 20 36 40 25 14 61 54

Facility expenses 6 5 20 22

Impairment costs 2 — 2 6

Acquisition-related costs

Other items (1) 42 42 121 116

Loss from operations ( 3 ) ( 45 ) ( 23 ) ( 128 )

Loss on extinguishment of debt — — 1 ) — ( 1 )

Other income, net 18 34 40 67 58 101

Interest expense ( 3 ) ( 9 ) ( 13 ) ( 28 )

Income tax expense ( ( 2 ) — ( 2 ) ( 4 )

Net income (loss) $ 10 $ ( 20 ) $ 20 $ ( 60 )

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MD&A 189 changes

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those described in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, including in Part II, Item 1A (Risk Factors) and in the section titled "Note Regarding Forward-Looking Statements," and those factors discussed in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the year ended December 31, 2024.

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As of June September 30, 2025, we had 6,944 7,031 employees, compared to 6,856 employees as of December 31, 2024.

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Our financial performance is impacted by changes in the health of the housing market, which is impacted, in turn, by general economic conditions. Current market factors have been driven by low housing inventory, elevated and volatile mortgage interest rates, changes in rental inventory and occupancy rates, as well as home price fluctuations and inflationary conditions. These factors may impact the number of transactions consumers complete using our products and services and demand for our advertising services. According to residential real estate data collected and estimated by Zillow Group as published monthly on our site, TTV increased 2% 6% during the three months ended June September 30, 2025 as compared to the three months ended June September 30, 2024 and increased 4% 5% during the six nine months ended June September 30, 2025 as compared to the six nine months ended June September 30, 2024. We continue to invest in the growth of our business, which we believe has resulted in year over year total revenue results, described below, for the three and six nine month periods ended June September 30, 2025 as compared to the same periods in the prior year, that exceeded industry performance for the same periods. The extent to which market factors impact our results and financial position will depend on future developments, which are uncertain and difficult to predict.

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For the three months ended June September 30, 2025 and 2024, we generated total revenue of $655 $676 million and $572 $581 million, respectively, an increase of 15%. 16%. The increase in total revenue was primarily attributable to the following:

• Rentals revenue increased by $42 $51 million, or 36%, 41%, to $159 $174 million, due to increases in quarterly revenue per average monthly rentals unique visitor. and average monthly rentals unique visitors.

• Residential revenue increased by $25 $30 million, or 6%, 7%, to $434 $435 million, due to increases in the number of visits and in Residential revenue per visit.

• Mortgages revenue increased by $14 million, or 41%, 36%, to $48 $53 million, driven by an increase in mortgage originations revenue as a result of increased total loan origination volume.

During the three months ended June September 30, 2025 and 2024, we generated gross profit of $489 $491 million and $442 $441 million, respectively, an increase of 11%.

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June 30, 2024 to 2025

Visits 2,590 2,495 4 % 4,944 4,811 3 %

June September 30, 2024 to 2025

Visits 2,546 2,440 4 % 7,490 7,251 3 %

Measuring unique users is important to us because much of our revenue depends in part on our ability to connect home buyers and sellers, renters and individuals with or looking for a mortgage to real estate, rental and mortgage professionals, products and services. Growth in consumer traffic to our mobile applications and websites increases the number of impressions, clicks, connections, leads and other events we can monetize to generate revenue. For example, our revenue depends in part, on users accessing our mobile applications and websites to engage in the sale, purchase, renting and financing of homes, including with Zillow Home Loans, and a significant portion of our Residential revenue, Rentals revenue and Other revenue depend depends on advertisements being served to users of our mobile applications and websites.

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Average monthly unique users 243 231 5 % 235 224 5 %

June September 30, 2024 to 2025

June September 30, 2024 to 2025

Average monthly unique users 250 233 7 % 240 227 6 %

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(1) Estimate for the trailing twelve months ended June September 30, 2025 is as of July October 2025.

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% Change Six Months Ended

Purchase loan origination volume $ 1,116 $ 756 48 % $ 1,907 $ 1,357 41 %

Refinance loan origination volume 10 3 233 % 15 8 88 %

Total loan origination volume $ 1,126 $ 759 48 % $ 1,922 $ 1,365 41 %

June September 30, 2024 to 2025

% Change Nine Months Ended

June September 30, 2024 to 2025

Purchase loan origination volume $ 1,276 $ 812 57 % $ 3,183 $ 2,169 47 %

Refinance loan origination volume 5 7 (29) % 20 14 43 %

Total loan origination volume $ 1,281 $ 819 56 % $ 3,203 $ 2,183 47 %

During the three and six nine months ended June September 30, 2025, total loan origination volume increased 48% 56% and 41%, 47%, respectively, compared to the three and six nine months ended June September 30, 2024. This increase was primarily driven by the continued growth in Zillow Home Loans purchase loan originations in line with our strategic priorities.

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June September 30, 2024 to 2025 Three Months Ended

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Residential $ 434 $ 409 $ 25 6 % 66 % 72 %

Residential $ 435 $ 405 $ 30 7 % 64 % 70 %

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Rentals 159 117 42 36 24 20

Other 14 12 2 17 2 2

Total revenue $ 655 $ 572 $ 83 15 % 100 % 100 %

Rentals 174 123 51 41 26 21

Total revenue $ 676 $ 581 $ 95 16 % 100 % 100 %

June September 30, 2024 to 2025 Six Nine Months Ended

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Residential $ 851 $ 802 $ 49 6 % 68 % 73 %

Residential $ 1,286 $ 1,207 $ 79 7 % 67 % 72 %

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Rentals 288 214 74 35 23 19

Other 25 20 5 25 2 2

Total revenue $ 1,253 $ 1,101 $ 152 14 % 100 % 100 %

Total revenue increased $152 million, or 14%, to $1.3 billion:

Rentals 462 337 125 37 24 20

Other 39 34 5 15 2 2

Total revenue $ 1,929 $ 1,682 $ 247 15 % 100 % 100 %

Three Months Ended June September 30, 2025 compared to Three Months Ended June September 30, 2024

Total revenue increased $95 million, or 16%, to $676 million:

• Rentals revenue increased $42 $51 million, or 36%. The increase in Rentals revenue was primarily due to 41%, driven by a 21% 46% increase in quarterly revenue per average monthly rentals unique visitor to $4.42 $4.97 for the three months ended June September 30, 2025 from $3.66 $3.42 for the three months ended June September 30, 2024. primarily The increase in quarterly revenue per average monthly rentals unique visitor was driven by a 62% increase in multifamily rentals revenue due to growth in multifamily property listings which drove a 56% increase and in multifamily rentals revenue per property as property managers upgraded to more comprehensive advertising packages. We calculate quarterly revenue per average monthly rentals unique visitor by dividing total Rentals revenue for the period by the average monthly rentals unique visitors for the period and then dividing by the number of quarters in the period. The increase in Rentals revenue was also driven by growth in Average monthly rentals unique visitors which increased 13% decreased 3% to 36 35 million during the three months ended June September 30, 2025 from 32 36 million during the three months ended June September 30, 2024. We have estimated average monthly rentals unique visitors using Comscore data, which measures average monthly unique visitors on rental listings on Zillow, Trulia and HotPads mobile apps and websites, and on Realtor.com and Redfin and its sites, including Rent.com and ApartmentGuide.com. We expect Rentals revenue to increase in absolute dollars during the three months ending September 30, 2025, primarily driven by growth in multifamily revenue from the addition of new rental properties and in revenue per property as property managers upgrade their advertising spend.

• Residential revenue increased $25 $30 million, or 6%. 7%. The increase in Residential revenue was partially driven by a 4% increase in the number of visits to 2.6 2.5 billion for the three months ended June September 30, 2025 from 2.5 2.4 billion for the three months ended June September 30, 2024. Residential revenue was also positively impacted by an increase in Residential revenue per visit to $0.168 $0.171 for the three months ended June September 30, 2025 from $0.164 $0.166 for the three months ended June September 30, 2024, primarily due to growth in our Premier Agent revenue driven by continued improvement in our ability to connect high-intent customers to agents, an increase in ShowingTime+ revenue driven by increasing adoption of our software services by sellers and listing agents, and continued growth in Premier Agent and new construction revenue. We calculate Residential revenue per visit by dividing the revenue generated by our Residential offerings by the number of visits in the period. We expect Residential revenue to decrease in absolute dollars during the three months ending December 31, 2025, primarily due to the impact of seasonality on the residential real estate market.

• Mortgages revenue increased $14 million, or 41%, 36%, driven by a $14 million increase in mortgage originations revenue. The increase in mortgage originations revenue was primarily due to a 48% 56% increase in total loan origination volume to $1.1 $1.3 billion for the three months ended June September 30, 2025 from $759 $819 million for the three months ended June September 30, 2024, primarily driven by continued growth in Zillow Home Loans purchase loan origination volume. The increase in mortgage originations revenue was also attributable to partially offset by a 5% increase 6% decrease in gain on sale margin. Gain on sale margin represents the net gain on sale of mortgage loans divided by total loan origination volume for the period. Net gain on sale of mortgage loans includes all components related to the origination and sale of mortgage loans, including the net gain on sale of loans into the secondary market, loan origination fees, unrealized gains and losses associated with changes in fair value of IRLCs and mortgage loans held for sale, realized and unrealized gains or losses from derivative financial instruments and the provision for losses relating to representations and warranties.

Six Nine Months Ended June September 30, 2025 compared to Six Nine Months Ended June September 30, 2024

Total revenue increased $83 $247 million, or 15%, to $655 million: $1.9 billion:

• Rentals revenue increased $74 $125 million, or 35%. The increase in Rentals revenue was primarily due to an 18% 37%, driven by a 25% increase in quarterly revenue per average monthly rentals unique visitor to $4.36 $4.53 for the six nine months ended June September 30, 2025 as compared to $3.69 $3.62 for the six nine months ended June September 30, 2024. primarily The increase in quarterly revenue per average monthly rentals unique visitor was driven by a 56% increase in multifamily rentals revenue due to growth in multifamily property listings which drove a 52% increase and in multifamily rentals revenue per property as property managers upgraded to more comprehensive advertising packages. The increase in Rentals revenue was also driven by growth in average monthly rentals unique visitors, which increased 14% 10% to 33 34 million during the six nine months ended June September 30, 2025 from 29 31 million during the six nine months ended June September 30, 2024.

• Residential revenue increased $49 $79 million, or 6%. 7%. The increase in Residential revenue was partially driven by a 3% increase in Residential revenue per visit the number of visits to $0.172 7.5 billion for the six nine months ended June September 30, 2025 from $0.167 7.3 billion for the six nine months ended June September 30, 2024. Residential revenue was also positively impacted by a 3% increase in the number of visits Residential revenue per visit to 4.9 billion $0.172 for the six nine months ended June September 30, 2025 from 4.8 billion $0.166 for the six nine months ended June September 30, 2024, primarily due to growth in our Premier Agent revenue driven by continued improvement in our ability to connect high-intent customers to agents, an increase in ShowingTime+ revenue as driven by increasing adoption of our software services by sellers and listing agents, and continued growth in Premier Agent and new construction revenue.

• Mortgages revenue increased $24 $38 million, or 37%. This increase was driven by a $24 $38 million increase in mortgage originations revenue. The increase in mortgage originations revenue was primarily due to a 41% 47% increase in total loan origination volume to $1.9 $3.2 billion for the six nine months ended June September 30, 2025 from $1.4 $2.2 billion for the six nine months ended June September 30, 2024, primarily driven by continued growth in Zillow Home Loans purchase loan origination volume. The increase in mortgage originations revenue was also attributable to an 8% 2% increase in gain on sale margin.

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June September 30, 2024 to 2025 Three Months Ended

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Net income (loss) $ 2 $ (17) $ 19 112 % — % (3) %

Adjusted EBITDA $ 155 $ 134 $ 21 16 % 24 % 23 %

Net income (loss) $ 10 $ (20) $ 30 150 % 1 % (3) %

Adjusted EBITDA $ 165 $ 127 $ 38 30 % 24 % 22 %

June September 30, 2024 to 2025 Six Nine Months Ended

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Net income (loss) $ 10 $ (40) $ 50 125 % 1 % (4) %

Adjusted EBITDA $ 308 $ 259 $ 49 19 % 25 % 24 %

Net income (loss) $ 20 $ (60) $ 80 133 % 1 % (4) %

Adjusted EBITDA $ 473 $ 386 $ 87 23 % 25 % 23 %

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We have included Adjusted EBITDA in this Quarterly Report on Form 10-Q as it is a key metric used by our management and Board to measure operating performance and trends and to prepare and approve our annual budget. In particular, we believe the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis.

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• Adjusted EBITDA does not reflect acquisition-related costs;

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June 30, Six Months Ended

Net income (loss) $ 2 $ (17) $ 10 $ (40)

Interest expense 5 10 10 19

Adjusted EBITDA $ 155 $ 134 $ 308 $ 259

September 30, Nine Months Ended

Net income (loss) $ 10 $ (20) $ 20 $ (60)

Income taxes — 2 — 2 4

Depreciation and amortization 67 59 132 115 63 199 178

Share-based compensation 99 113 196 221 108 295 329

Acquisition-related costs — 1 — 1

Loss on extinguishment of debt — 1 — — 1

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and 109 more changes in the filing

Market risk 3 changes

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Under our current investment policy, we invest our excess cash in money market funds, U.S. government treasury securities, investment grade corporate securities, U.S. government agency securities, certificates of deposit and commercial paper. Our current investment policy seeks first to preserve capital, second to provide sufficient liquidity for our operating and capital needs and third to maximize yield.

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We are also subject to market risk which may impact our mortgage loan origination volume and associated revenue and the net interest margin derived from borrowings under our master repurchase agreements that provide capital for Zillow Home Loans. Market risk occurs in periods where changes in short-term interest rates result in mortgage loans being originated with terms that provide a smaller interest rate spread above the financing terms of our master repurchase agreements, which can negatively impact our results of operations. This risk is primarily mitigated through the expedited sale of our loans. As of June September 30, 2025 and December 31, 2024, we had $230 $272 million and $145 million, respectively, of outstanding borrowings on our master repurchase agreements which bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the governing agreements. We manage the interest rate risk associated with our mortgage loan origination services through the use of forward sales of MBSs. Assuming no change in the outstanding borrowings on the master repurchase agreements, we estimate that a one percentage point increase in SOFR would not have a material effect on our interest expense associated with the master repurchase agreements for the three months ended June September 30, 2025.

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The macroeconomic environment in the United States has experienced, and continues to experience, inflationary pressures. These pressures may escalate due to changes in federal policy, including proposed or newly implemented tariffs. While it is difficult to accurately measure the impact of these inflationary pressures on our business, we believe these effects have been pervasive throughout our business during the past several years. During this time, ongoing inflationary pressures in the United States have led to increases in the federal funds rate. Despite inflation stabilizing beginning in the second half of 2023 and the federal funds rate decreasing in over the second half of 2024 and remaining stable since that time, past year, prior federal funds rate increases have impacted other market rates derived from this benchmark rate, including mortgage interest rates. The persistently high mortgage interest rates across the industry relative to recent years has impacted the number of transactions consumers complete using our products and services and the demand for our advertising services and mortgage origination offerings and, in turn, had an adverse impact on our revenue.

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Controls and procedures 2 changes

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The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of June September 30, 2025. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June September 30, 2025.

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There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act, that occurred during the three months ended June September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 6 changes

There have not been any material changes to The following risk factors affecting our business, financial condition or future results from those factor updates the corresponding risk factor set forth in Part I, Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. However, You should carefully consider the factors discussed risks described below and in our Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We are from time to time involved in, and have in the past or may in the future be subject to claims, suits, government investigations, enforcement actions, and other proceedings (collectively, "legal proceedings") that may result in adverse outcomes.

We are from time to time involved in, and have in the past or may in the future be subject to legal proceedings arising from our business, including actions with respect to intellectual property, privacy, consumer protection, information security, mortgage brokering, mortgage origination, real estate, real estate brokerage, environmental, data protection, antitrust, the Real Estate Settlement Procedures Act of 1974 (RESPA), fair housing or fair lending, compliance with securities laws, or law enforcement matters, tax matters, labor and employment, and commercial claims, as well as actions involving content generated by our customers, shareholder derivative actions, purported class action lawsuits, and other matters. We are also from time to time involved in, and have in the past or may in the future be subject to legal proceedings arising from or related to discontinued products and services, including actions with respect to the purchase, renovation and resale of properties, including homes previously held in our inventory.

The number and scope of potential legal proceedings may increase as our business expands and our products and services evolve. For example, in recent months, we have been named in complaints filed by the Federal Trade Commission, certain state attorneys general, Compass, Inc., CoStar Group, Inc., and a consumer plaintiff, alleging antitrust, intellectual property, consumer protection, RESPA, and other claims. See Note 11 of our Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information about certain of these and other legal proceedings.

These and other legal proceedings that we are, have, or may be involved in are inherently uncertain, and their results cannot be predicted with certainty. Regardless of the outcome, any such legal proceedings could have an adverse impact on us because of legal costs, diversion of management and other personnel, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, fines, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results and financial condition.

In some instances, third parties may have an obligation to indemnify us for liabilities related to litigation or governmental investigations, and they may be unable to, or fail to, fulfill such obligations. If such third parties failed to indemnify us, we may be financially responsible, which could adversely affect our financial condition and cash flow.

Unregistered sales of stock 9 changes

There were no unregistered sales of equity securities during the three months ended June September 30, 2025.

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The following table summarizes our share repurchases during the three months ended June September 30, 2025 (in millions, except share data which are presented in thousands, and per share amounts):

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April 1 - April 30, 2025

May 1 - May 31, 2025

June 1 - June 30, 2025

Total 1,784 522 2,306

July 1 - July 31, 2025 — — $ — $ — — $ 981

August 1 - August 31, 2025 457 — 83.51 — 457 943

September 1 - September 30, 2025 — — — — — 943

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Other information 1 change

On August 19, 2025 , Bradley D. Owens , General Counsel and Corporate Secretary of the Company, entered into a 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. This 10b5-1 sales plan provides for (1) the sale of up to 470,670 shares of Class C capital stock related to the exercise of option awards granted to Mr. Owens and (2) the sale of an indeterminate number of shares of Class C capital stock related to the vesting of restricted stock units granted to Mr. Owens. The number of shares of Class C capital stock that will be sold under this 10b5-1 sales plan related to vesting of restricted stock unit awards is not yet determinable because (i) certain future awards granted during the life of the plan that follow the same vesting schedule as existing awards under the plan may be covered by the terms of the plan and (ii) for each vested restricted stock unit award that is covered by the terms of the plan, an unknown number of shares will be sold to satisfy tax withholding prior to any sale occurring under the terms of the plan. This 10b5-1 sales plan will become effective on November 19, 2025 and will terminate on August 19, 2027 , subject to earlier termination as provided in the plan.