SCHEDULE: Zillow Co-Founder Barton Boosts Stake to 8.2%

Richard N. Barton, Zillow Group's Co-Founder and Co-Executive Chairman, has increased his beneficial ownership of Class A Common Stock to 8.2%, reflecting recent acquisitions and company repurchases.

Summary

• Richard N. Barton, Co-Founder and Co-Executive Chairman of Zillow Group, Inc., has increased his beneficial ownership in the company.
• As of December 19, 2025, Barton beneficially owns an aggregate of 4,194,265 shares of Class A Common Stock, representing 8.2% of the class.
• This ownership includes 190,536 shares of Class A Common Stock and 3,423,845 shares of Class A Common Stock issuable upon conversion of Class B Common Stock owned directly.
• Additionally, 339,880 shares of Class A Common Stock issuable upon conversion of Class B Common Stock are owned indirectly through Barton Ventures II, LLC.
• Barton holds approximately 34.6% of the combined voting power of Zillow Group's issued and outstanding shares as of December 19, 2025.
• The increase in beneficial ownership is due to Barton's open market purchases and exercises of stock options, as well as the Issuer's repurchases of Class A Common Stock.
• Transactions include purchases of 84,311 shares on November 19, 2018, and 48,391 shares on November 20, 2018, using personal funds.
• Stock option exercises resulted in the acquisition of 35,000 shares on July 1, 2020, 43,750 shares on March 1, 2021, and 50,000 shares on May 16, 2024.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to a significant insider increasing their stake, indicating confidence in the company. The pledge of Class C shares is a minor cautionary note but does not significantly detract from the overall positive signal of increased insider ownership.

Positives

• Increased beneficial ownership by a co-founder and executive signals strong confidence in the company's future prospects.
• Richard N. Barton's continued accumulation of shares through open market purchases and option exercises demonstrates a long-term commitment to Zillow Group.

Negatives

• 450,000 shares of Class C Capital Stock held by Barton LLC have been pledged as collateral for a loan agreement with a financial institution, which could pose a risk if the loan terms are not met.

Risks

• The pledge of 450,000 shares of Class C Capital Stock by Barton LLC as collateral for a loan agreement introduces a risk related to potential margin calls or forced sales if the stock price declines significantly or loan terms are breached.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. It primarily details changes in beneficial ownership by a key insider.

Management Comments

• Richard N. Barton, Co-Founder and Co-Executive Chairman of the Issuer, is filing this amendment to reflect changes in his beneficial ownership.

Industry Context

This filing is specific to Zillow Group and its co-founder's ownership stake. It does not provide broader industry trends or competitive analysis. However, increased insider ownership can be viewed positively within the real estate technology sector, suggesting confidence in the company's position and strategy.

Comparison to Industry Standards

• NA

Related Party Transactions

• Richard N. Barton, Co-Founder and Co-Executive Chairman, engaged in open market purchases and stock option exercises to increase his beneficial ownership.
• 450,000 shares of Class C Capital Stock held by Barton Ventures II, LLC (an entity associated with Richard N. Barton) have been pledged as collateral for a loan agreement with a financial institution.

Stakeholder Impact

• Shareholders may view the increased insider ownership as a positive signal, potentially boosting investor confidence and perception of the company's long-term value.
• The pledge of Class C shares by Barton LLC could be a minor concern for creditors of that entity, but it is a personal financial arrangement and not directly a company liability.

Next Steps

• NA

Key Dates

Recommendation

The increased beneficial ownership by a key insider like Richard N. Barton is a positive indicator, suggesting strong confidence in Zillow Group's future. However, this Schedule 13D filing primarily details ownership changes and does not provide comprehensive financial results or strategic updates that would warrant a 'buy' or 'strong buy' recommendation. The pledge of Class C shares, while a personal financial arrangement, introduces a minor element of risk. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current positions while awaiting further company-specific financial disclosures or strategic developments.

Keywords

Zillow Group, Richard N. Barton, Schedule 13D, Insider Ownership, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Stock Options, Corporate Governance, Executive Stake