Zillow Group Inc-C 2024年度报告

FORM 10-K_____________________________________________________ ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Commission File Number: 001-36853 ZILLOW GROUP, INC. (Exact name of registrant as specified in its charter)_____________________________________________________ (State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)1301 Second Avenue, Floor 36,Seattle, Washington 98101(Address of principal executive offices) (Zip Code)(206) 470-7000(Registrant’s telephone number, including area code)_____________________________________________________ Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐ 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☐ As of June 28, 2024, the last business day of the Registrant’s most recently completed second fiscalquarter, the aggregate market value of the Registrant’s Class A common stock and Class C capital stockheld by non-affiliates based upon the closing price of such shares on The Nasdaq Global Select Marketon such date was $9.4 billion. As of February 4, 2025, 54,333,292 shares of Class A common stock, 6,217,447 shares of Class Bcommon stock, and 182,007,337 shares of Class C capital stock were outstanding. The information required by Part III of this Report, to the extent not set forth herein, is incorporatedin this Report by reference to the Registrant’s definitive proxy statement relating to the 2025 annualmeeting of shareholders. The definitive proxy statement will be filed with the Securities and ExchangeCommission within 120 days after the end of the 2024 fiscal year. Table of Contents ZILLOW GROUP, INC. Annual Report on Form 10-Kfor the Fiscal Year Ended December 31, 2024 TABLE OF CONTENTS PART I Item 1.Business3Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity35Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities38Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure100Item 9A.Controls and Procedures100Ite