Sec Form 4/A Filing - Hoag Jay C @ ZILLOW GROUP, INC. - 2024-03-01

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hoag Jay C 2. Issuer Name and Ticker or Trading Symbol ZILLOW GROUP, INC. [ Z] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 03/05/2024 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Capital Stock 03/01/2024 A 2,826 ( 1 ) A $ 0 9,116 D Class C Capital Stock 1,946,114 ( 2 ) I TCV VIII, L.P. ( 3 ) Class C Capital Stock 524,804 ( 2 ) I TCV VIII (A) Mariner, L.P. ( 4 ) Class C Capital Stock 120,869 ( 2 ) I TCV VIII (B), L.P. ( 5 ) Class C Capital Stock 309,792 ( 2 ) I TCV Member Fund, L.P. ( 6 ) Class C Capital Stock 2,157,155 ( 2 ) I TCV IX, L.P. ( 7 ) Class C Capital Stock 608,672 ( 2 ) I TCV IX (A) Opportunities, L.P. ( 8 ) Class C Capital Stock 115,208 ( 2 ) I TCV IX (B), L.P. ( 9 ) Class C Capital Stock 58,098 ( 2 ) I Hoag Family Trust, U/A DTD 08/02/1994 ( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 57.1 03/01/2024 A 8,478 06/01/2024( 11 ) 03/01/2034 Class C Capital Stock 8,478 $ 0 8,478 D ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoag Jay C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Signatures /s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units that will vest as to 1/4th of the total amount of shares subject to the grant after each three-month period following the grant date such that the restricted stock units are fully vested on the one-year anniversary of the grant date. ( 2 )The indirect holdings were inadvertently omitted from the original Form 4 due to administrative error by the Issuer. ( 3 )These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 4 )These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is the sole member of TCV Mariner Investor VIII, LLC, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 6 )These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 7 )These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 8 )These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein. ( 9 )These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 10 )These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 11 )1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date. ( 12 )Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. and TCV IX Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C. and a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercis e of such options except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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