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What changed in ZILLOW GROUP, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ZILLOW GROUP, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+533 added−569 removedSource: 10-K (2025-02-11) vs 10-K (2024-02-15)

Top changes in ZILLOW GROUP, INC.'s 2024 10-K

533 paragraphs added · 569 removed · 410 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+36 added−38 removed12 unchanged
Biggest changeCensus Bureau’s Current Population Survey dated October 31, 2023 and Zillow Group internal data and estimates; estimate derived from annual rental unit inventory, average industry turnover rates and average advertising spend per unit. 14 Source: May 2023 report published by Fortune Business Insights which estimates North America’s annual property management market opportunity 15 Source: September 2023 report published by IBISWorld which estimates the annual homeowners’ insurance market opportunity 16 Source: 2022 Economy of Everything Home report published by Angi Inc. which estimates the annual home services market opportunity, inclusive of home improvements, home maintenance and home emergency repairs 17 Source: October 2023 report published by IBISWorld which estimates the annual moving services market opportunity 18 Source: February 2023 report published by IBIS World which estimates the annual real estate appraisal services market opportunity 6 Table of Contents Portions of our business have historically been affected by seasonal fluctuations in the residential real estate market, advertising spend and other factors.
Biggest changeCensus Bureau’s Current Population Survey dated February 5, 2025 and Zillow Group internal data and estimates; estimate derived from average monthly rent, annual rental unit inventory, average industry turnover rates and average advertising spend per unit. 15 Source: November 2024 report published by Fortune Business Insights which estimates North America’s annual property management market opportunity 16 Source: Estimate derived from residential real estate data collected and estimated by Zillow Group, as published monthly on our site as of January 2025 and U.S.
Based on these and other factors, real estate partners could select other companies to work with to provide relevant and timely real estate, rental, new construction and mortgage information and services. We also compete for a share of our partners’ overall marketing budgets with traditional media as well as word-of-mouth referrals and leads from yard signs and other marketing.
Based on these and other factors, real estate partners could select other companies to work with to provide relevant and timely real estate, new construction, mortgage and rental information and services. We also compete for a share of our partners’ overall marketing budgets with traditional media as well as word-of-mouth referrals and leads from yard signs and other marketing.
The information we post through these channels is not a part of this Annual Report on Form 10-K or any other document we file with the SEC, and the inclusion of our website addresses and X Account are as inactive textual references only. 10 Table of Contents
The information we post through these channels is not a part of this Annual Report on Form 10-K or any other document we file with the SEC, and the inclusion of our website addresses, X Account and LinkedIn Account are as inactive textual references only. 9 Table of Contents
After searching for a home on our mobile applications and websites, customers can choose to meet with a local real estate professional by connecting with a Premier Agent partner, scheduling an in-person home tour powered by ShowingTime+, or obtaining financing through Zillow Home Loans.
After searching for a home on our mobile applications and websites, consumers can choose to meet with a local real estate professional by connecting with a Premier Agent partner, scheduling an in-person home tour powered by ShowingTime+, or obtaining financing through Zillow Home Loans.
Item 1. Business. Overview We are reimagining real estate to make home a reality for more and more people.
Item 1. Business. Overview We are reimagining residential real estate to make home a reality for more and more people.
We believe our data and content has helped the Zillow brand become synonymous with residential real estate with Zillow being searched more than the term “real estate” in the United States.
We believe our data and content has helped the Zillow brand become synonymous with residential real estate with Zillow being searched online more than the term “real estate” in the United States 2 .
Zillow Group intends to also use the following channels as a means of disclosing information about Zillow Group, its services and other matters and for complying with its disclosure obligations under Regulation FD: • Zillow Group Investor Relations Site (https://investors.zillowgroup.com) • Zillow Group Blog (https://www.zillowgroup.com/news/) • Zillow Group X Account, formerly known as Twitter (https://twitter.com/zillowgroup) The information Zillow Group posts through these channels may be deemed material.
Zillow Group intends to also use the following channels as a means of disclosing information about Zillow Group, its services and other matters and for complying with its disclosure obligations under Regulation FD: • Zillow Group Investor Relations Site (https://investors.zillowgroup.com) • Zillow Group Blog (https://www.zillowgroup.com/news/) • Zillow Group X Account (https://X.com/zillowgroup) • Zillow Group LinkedIn Account (https://www.linkedin.com/company/zillow) The information Zillow Group posts through these channels may be deemed material.
In addition, our business depends on our ability to attract and retain leading industry partners to advertise and provide services to our customer base. We compete for real estate partners based on the perceived transaction readiness of customers, return on investment, price and product offerings and the effectiveness and relevance of our products and services.
In addition, our business depends on our ability to attract and retain leading industry partners to advertise and provide services to our consumer base. We compete for real estate partners based on the perceived transaction readiness of consumers, return on investment, price and product offerings and the effectiveness and relevance of our products and services.
Our living database of approximately 160 million U.S. homes is the result of substantial investment, sophisticated economic and statistical analysis and complex data aggregation of multiple sources of property, transaction and listing data, including user generated updates to more than 43 million property records.
Our living database of approximately 165 million U.S. homes is the result of substantial investment, sophisticated economic and statistical analysis and complex data aggregation of multiple sources of property, transaction and listing data, including user generated updates to more than 45 million property records.
Our Zestimate feature, which we consider to be a significant competitive advantage with respect to customer engagement, leverages patented, proprietary, automated valuation models to provide real-time home value estimates. As of December 31, 2023, we have 138 patents of varying lengths issued and 203 patent applications pending in the U.S. and internationally.
Our Zestimate feature, which we consider to be a significant competitive advantage with respect to customer engagement, leverages patented, proprietary, automated valuation models to provide real-time home value estimates. As of December 31, 2024, we have 122 patents of varying lengths issued and 193 patent applications pending in the U.S. and internationally.
With the launch of the Zestimate feature in 2006, we introduced important transparency to residential real estate in order to empower consumers to make better decisions. During 2023, our Zestimate feature had a median error rate of 2.3% for homes listed for sale and 7.4% for off-market homes.
With the launch of the Zestimate feature in 2006, we introduced important transparency to residential real estate in order to empower consumers to make better decisions. During 2024, our Zestimate feature had a median error rate of 2.0% for homes listed for sale and 7.1% for off-market homes.
We have licensed in the past, and we may license in the future, certain of our proprietary rights to third parties. To further protect our proprietary rights, we enter into confidentiality and proprietary rights agreements with our employees, consultants, contractors and business partners.
We have licensed in the past, and we may license in the future, certain of our proprietary rights to third parties. To further protect our proprietary rights, we enter into confidentiality and proprietary rights agreements with our employees, consultants, contractors and business partners. Our employees and contractors are also subject to invention assignment provisions.
Customer Offerings To deliver on our mission, we strive to provide a seamless, integrated transaction experience for movers through Zillow, our network of trusted partners, our affiliated brands, and through a comprehensive suite of marketing software and technology solutions for the real estate industry, including Spruce, Mortech, New Home Feed, ShowingTime+ and Follow Up Boss.
Accordingly, we operate as a single reportable segment. Customer Offerings To deliver on our mission, we strive to provide a seamless, integrated transaction experience for movers through Zillow, our network of trusted partners, our affiliated brands, and through a comprehensive suite of marketing software and technology solutions for the real estate industry, including ShowingTime+, Follow Up Boss and Spruce.
In 2023, we offered over 900 online learning opportunities through Zillow University, our internal online training platform. Zillow Group employees have completed nearly 70,000 hours of content in 2023 on the Zillow University and LinkedIn Learning® platforms. A key piece in development is cultivating a learning culture where learning is a habit, and learning agility is at the forefront.
We continue to offer online learning opportunities through Zillow University, our internal online training platform. Zillow Group employees have completed over 80,000 hours of content in 2024 on the Zillow University and LinkedIn Learning® platforms. A key piece in development is cultivating a learning culture where learning is a habit, and learning agility is at the forefront.
Despite these macroeconomic headwinds, we believe we are well positioned to address existing and future demand for real estate transactions.
We believe we are well positioned to address existing and future demand for real estate transactions.
Within Mortgages revenue, we believe that seasonality would result in higher purchase origination volumes in the spring and summer high seasons, and our Connect and Custom Quote mortgage marketing products have displayed similar seasonal fluctuations. In more recent years, our seasonality in revenue has been masked by macroeconomic factors.
Within Mortgages revenue, we believe that seasonality would result in higher purchase origination volumes in the spring and summer high seasons, and our Connect and Custom Quote mortgage marketing products have displayed similar seasonal fluctuations.
This means creating the right learning resources for our employees for their current and future roles. We have developed a robust Learning and Development portfolio that includes a number of key career development programs that support our employees to equip them with the knowledge and experience to grow their careers.
We have developed a robust Learning and Development portfolio that includes a number of key career development programs that support our employees to equip them with the knowledge and experience to grow their careers.
These benefits include workplace-location flexibility, competitive health care coverage, fully paid parental leave, a sabbatical program, wellness reimbursements, tuition support and caregiver resources. We have also updated our benefits program through enhanced offerings around mental health, LGBTQ+ provider navigation support, as well as fertility and family planning.
These benefits include workplace-location flexibility, competitive health care coverage, fully paid parental leave, a sabbatical program, wellness reimbursements, student loan support, caregiver resources, fertility and family planning support, LGBTQ+ provider navigation support and enhanced offerings around mental health.
Below is a summary of certain of these programs: • Leadership Entrance Experience Program (LEEP) is a self-paced curriculum designed for individual contributors who want to explore people management and develop their leadership skills. • Professional skills development through courses like Public Speaking, Insights Discovery® workshops, and access to virtual coaching. • Access to development platforms that connect employees to mentors, professional coaches, and peers to aid in reaching career goals Our people managers play a critical role in moving our business forward by coaching their team, developing their talent and providing strong communication to create team engagement.
Below is a summary of certain of these programs: • Leadership Entrance Experience Program is a self-paced curriculum designed for individual contributors to explore people management and develop their leadership skills. • Professional skills development through courses like Public Speaking, Insights Discovery® workshops, and access to virtual coaching. • Access to development platforms that connect employees to mentors, professional coaches, and peers to aid in reaching career goals.
The amounts listed below represent the estimated total industry size associated with these opportunities for the year ended December 31, 2023 (in billions): Residential real estate industry transaction fees 10 $ 100 U.S. mortgage origination revenue 11 45 Title and escrow services transaction fees 12 17 Rentals advertising spend 13 17 Property management software revenue 14 8 TAM $ 187 We also may explore additional opportunities in the future.
The amounts listed below represent the estimated total industry size associated with these opportunities for the year ended December 31, 2024 (in billions): Residential real estate industry transaction fees 11 $ 82 U.S. mortgage origination revenue 12 45 Title and escrow services transaction fees 13 16 Rentals advertising spend 14 16 Property management software revenue 15 9 TAM $ 168 We also may explore additional opportunities in the future, including but not limited to, home insurance, home renovation services, moving services and home appraisal services.
We offer employees the choice to work from wherever they are most productive. We continue to evolve our flexible work model to more effectively use our time together, provide more opportunities to work asynchronously, and allow all employees to thrive regardless of location. Our base pay compensation frameworks seek to prioritize performance over geographic location when making pay decisions.
We offer nearly all Zillow employees the choice to work from wherever they are most productive. We continue to evolve our flexible work model to more effectively use our time together, provide more opportunities to work asynchronously, and allow all employees to thrive, regardless of location.
We conduct ongoing reviews of employee compensation to ensure that our employees are paid fairly and in alignment with market expectations. In addition, our robust benefits are reflected in investments in physical, family, mental and financial wellness programs to meet the needs of our diverse base of employees.
We conduct ongoing reviews of employee compensation to align rewards practices with market expectations. 8 Table of Contents In addition, our robust benefits are reflected in investments in physical, family, mental and financial wellness programs to meet the needs of our employees.
These ongoing investments continue to reinforce Zillow’s commitment to an equitable, healthy, focused and high-performing workforce. 9 Table of Contents Where You Can Find More Information Our filings with the Securities and Exchange Commission, or SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available on the “Investors” section of our website at www.zillowgroup.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with the SEC.
Where You Can Find More Information Our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available on the “Investors” section of our website at www.zillowgroup.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with the SEC.
At the core of Zillow is our living database of approximately 160 million U.S. homes and our differentiated content, most notably the Zestimate, our patented proprietary automated valuation model through which we provide home value estimates.
Hundreds of millions of people visit our mobile applications and websites every month to support their journey. At the core of Zillow is our living database of approximately 165 million U.S. homes and our differentiated content, most notably the Zestimate, our patented proprietary automated valuation model through which we provide home value estimates.
We generally expect Residential and Rentals revenue to peak in the three months ended June 30th or September 30th, consistent with the average number of visits and unique users which have historically peaked during the same period.
Seasonality Portions of our business have historically been affected by seasonal fluctuations in the residential real estate market, advertising spend and other factors. We generally expect Residential and Rentals revenue to peak in the three months ended June 30th or September 30th, consistent with the average number of visits and unique users which have historically peaked during the same period.
As the most visited real estate website in the United States, Zillow and its affiliates help people find and get the home they want by connecting them with digital solutions, dedicated partners and agents, and easier buying, selling, financing and renting experiences. Hundreds of millions of people visit our mobile applications and websites every month to begin their journey.
As the most visited real estate website in the United States 1 , Zillow and its affiliates help people find and get the home they want by connecting them with digital solutions, dedicated real estate professionals, and easier buying, selling, financing and renting experiences.
Approximately 70% of sellers are also buying at the same time, and among renters with plans to move within the next year, 43% plan to buy their next home 1 .
Approximately 54% of sellers are also buying at the same time, and among renters with plans to move within the next year, 39% plan to buy their next home 3 . Our services are primarily designed for the following: • For Buyers and Sellers.
Our services are primarily designed for the following: For Buyers, Sellers and Partners – When a buyer is ready to begin their home buying journey, we offer a variety of options depending on where they choose to start.
When a buyer is ready to begin their home buying journey, we offer a variety of options depending on where they choose to start.
Human Capital Resources At Zillow, we believe that our long-term success is dependent upon attracting, developing and retaining talented employees, and maintaining a culture that allows each employee to do their best work. We value integrity, accountability, collaboration, creativity, respect and transparency as central to our core values. As of December 31, 2023, we had 6,263 employees.
Human Capital Resources At Zillow, we believe that our long-term success is dependent upon attracting, developing and retaining talented employees, and maintaining a culture that allows each employee to do their best work.
We believe this focus allows us to build closer relationships with our customers to help them find and move into the places they call home, which is at the core of our mission.
We believe this allows us to build closer relationships with our customers to help them find and move into the places they call home, which is at the core of our mission. We strive to provide renters, buyers, sellers, real estate professionals, and the industry with the seamless, integrated, and tech-enabled experience they demand and deserve.
This data is the foundation of our proprietary Zestimate, Rent Zestimate, Zillow Home Value Index and Zillow Observed Rent Index models, as well as our housing and business forecasts. • Superior industry partnerships.
This data is the foundation of our proprietary Zestimate, Rent Zestimate, Zillow Home Value Index, Zillow Observed Rent and Zillow Observed Renter Demand Index models, as well as our housing and business forecasts. Access to data also enables product innovation like our 3D touring and interactive floor plan products. • Superior industry partnerships .
For example, our Premier Agent business competes for customers based on price, visibility, perceived and actual value and quality of service. For customers shopping for a mortgage, Zillow Home Loans competes with other mortgage originators based on a combination of interest rates, origination fees, product selection, brand awareness and trust and the level of service we provide.
For buyers shopping for a mortgage, Zillow Home Loans competes with other mortgage originators based on a combination of interest rates, origination fees, product selection, brand awareness and trust and the level of service we provide. Zillow Rentals competes for customers based on rental prices, property availability, advertising products and the quality of the rental listings and management services.
We compete for customers with companies that provide technology, products and services for real estate focused customers. Factors that may influence customer decisions include the quality of the experience, value and utility of the services offered, the breadth, depth and accuracy of information available, and brand awareness and reputation.
Factors that may influence customer decisions include the quality of the experience, value and utility of the services offered, the breadth, depth and accuracy of information available, and brand awareness and reputation. For example, our Premier Agent products compete for customers based on price, visibility, perceived and actual value and quality of service.
We believe the skills and experiences of our management team provide strategic insights and abilities to deliver a seamless real estate transaction experience for our customers. • Strong culture of innovation and inclusion.
We continue to add and develop executive talent with deep experience in technology and e-commerce businesses. We believe the skills and experiences of our management team provide strategic insights and abilities to deliver a seamless real estate transaction experience for our customers. • Strong financial position.
We aim to partner with high-performing and service-focused industry partners who share our interests in providing the best-possible services to our shared customers. Continually enhancing our partner network enables us to implement new products and features, introduce more customers to our best-performing partners and offer our shared customers an improved end-to-end transaction experience, including mortgages. • Experienced, proven management team.
Continually enhancing our partner network enables us to implement new products and features, introduce more customers to our best-performing partners and offer our shared customers an improved end-to-end transaction experience, including mortgages. • Experienced, proven management team. We have a highly experienced management team who have successfully built Zillow and other brands into category leaders.
The residential real estate landscape is highly fragmented and competitive from the beginning of the search process through the closing of a transaction, typically with single point service providers.
Competition Our business depends on our ability to successfully attract, retain and provide consumers with products and services that make real estate transactions more seamless. The residential real estate landscape is highly fragmented and competitive from the beginning of the search process through the closing of a transaction, typically with single point service providers.
Today, more people search for “Zillow” than “real estate 6 ,” and Zillow is the most visited 7 and trusted 8 brand in the online real estate industry. • Living database of homes and superior data science and technology advantages .
As a result, Zillow is the most visited 9 and trusted 10 brand in the online real estate industry. • Living database of homes and superior data science and technology advantages .
With this permanent move and our investments in recruiting, retaining, developing, and listening to and learning from our diverse talent, Zillow is setting the standard for great employee experiences and a positive work culture. We believe these investments increase our applicant pool and lead to lower employee attrition.
Zillow as a Flexible Workforce Through our flexible workforce and our investments in recruiting, retaining, developing, and employee feedback, we are setting the standard for great employee experiences and a positive work culture. These investments have significantly increased our applicant pool and lead to lower employee attrition.
These macroeconomic factors and their impact on the residential real estate market have affected our business and influenced the resources we use to direct our operations.
These macroeconomic factors and their impact on the residential real estate market have affected our business and influenced the resources we use to direct our operations. Our chief executive officer, who acts as the chief operating decision maker, makes operating decisions and evaluates operating performance on the basis of the company as a whole.
The Zillow Group portfolio attracted an annual monthly high of 233 million unique users in June 2023 and approximately 10.0 billion visits in 2023, primarily to our Zillow, Trulia and StreetEasy portals.
Competitive Advantages We believe we have the following competitive advantages: • Large and trusted brand . The Zillow Group portfolio attracted an annual monthly high of 241 million unique users in July 2024 and approximately 9.3 billion visits in 2024, primarily to our Zillow, Trulia and StreetEasy portals.
These macroeconomic conditions have driven low housing inventory, fewer new for-sale listings, increases and volatility in mortgage interest rates, as well as home price fluctuations. These factors have negatively impacted the number of real estate transactions and demand for adjacent services.
Our TAM has been affected in recent years by macroeconomic conditions that have driven low housing inventory, volatility in mortgage interest rates, home price fluctuations, and volatility in rental occupancy rates. These factors have impacted the number of real estate transactions, need for advertising in our rentals marketplace, and demand for adjacent services.
Our Total Addressable Market (“TAM”) includes Zillow’s estimate of total industry transaction fees derived from residential real estate transactions.
Total Addressable Market We participate in large addressable markets of buying, selling, renting and financing residential real estate in the U.S. Our TAM includes Zillow’s estimate of total industry transaction fees derived from residential real estate transactions.
For partners, we are actively integrating Follow Up Boss, a customer relationship management system for real estate professionals, into our suite of product offerings. This tech-enabled solution gives real estate professionals a central hub to organize and engage customers, close deals and build out their teams.
This tech-enabled solution gives real estate professionals a central hub to organize and engage customers, close deals and build out their teams. As of December 31, 2024, more than 80% of Enhanced Market connections are being managed through Follow Up Boss. • For Borrowers.
Total transaction value calculated as existing homes sold during the period multiplied by the average existing home sales price during the same period. 11 Sources: 2023 Mortgage Bankers Association Reports; estimate derived from annual purchase mortgage origination volumes and average industry origination fees; excludes considerations associated with refinance mortgage origination volumes. 12 Sources: Estimate derived from annual existing home sales from the December 2023 Economic Data published by the National Association of REALTORS® and Zillow’s internal estimates for average industry title and escrow fee rates 13 Sources: 2023 U.S.
TTV is calculated as existing homes sold during the period multiplied by the average existing home sales price during the same period according to residential real estate data collected and estimated by Zillow Group, as published monthly on our site. 12 Sources: 2024 Mortgage Bankers Association Reports; estimate derived from annual purchase mortgage origination volumes and average industry origination fees; excludes refinance mortgage origination volumes. 13 Sources: American Land Title Association; estimate derived from quarterly title insurance premiums for 2024. 14 Sources: 2024 U.S.
In order to address this opportunity, we provide our customers with multiple ways to pursue mortgage financing for their transaction. We provide customers with the option to finance directly with Zillow Home Loans or to connect with our mortgage partners through our mortgage marketplace for both purchase and refinance opportunities.
We provide the option to finance directly with Zillow Home Loans or to connect with our mortgage partners through our mortgage marketplace for both purchase and refinance opportunities. Zillow Home Loans, which is currently available in 49 states and the District of Columbia, originates mortgage loans and then generally sells the loans on the secondary market.
Zillow Group partners with thousands of the most productive names in real estate, maintaining strong partnerships with leading real estate agents, brokers, mortgage professionals, property managers, landlords, home builders, regional MLSs and more. Zillow is a licensed brokerage entity, which serves to enhance our partnership with MLSs.
We aim to partner with high-performing and service-focused industry partners who share our interests in providing the best-possible services to our shared customers. Zillow Group maintains strong partnerships and relationships with thousands of leading real estate agents, brokers, mortgage professionals, property managers, landlords, home builders, regional MLSs and more.
Our vision of a “housing super app” is to help customers across all their real estate needs serving as one ecosystem of connected solutions for all the tasks and services related to moving. We are focused on continually improving our customer funnel, capturing customer demand and connecting that demand to our partner network.
We are helping renters, buyers, sellers, and real estate professionals across all their residential real estate needs through our “housing super app” which serves as an ecosystem of connected solutions for the tasks and services related to moving.
For Renters – During 2023, we estimate that there were almost three times more households moving to a new rental than purchasing a home in the United States 2 . Our rentals marketplace assists our partners with listings, advertising, leasing and property management services through Zillow Rental Manager in the U.S. market of nearly 48 million rental units 3 .
During 2024, we estimate that there were almost three times more households moving to a new rental than purchasing a home in the United States 5 .
Many potential sellers have postponed or forgone opportunities to sell, choosing instead to hold onto their existing lower-rate mortgages, limiting for-sale housing supply as a result. However, while this shortfall of for-sale inventory has limited sales volume, prices have continued to rise as competition for the relatively few available for-sale homes remains firm.
We continue to operate in a macro housing environment that has experienced volatile mortgage rates and rental occupancy rates and low housing supply, which has led to affordability challenges for many potential buyers. Many potential sellers have postponed or forgone opportunities to sell, choosing instead to hold onto their existing lower-rate mortgages, limiting for sale housing supply as a result.
Census Bureau’s Current Population Survey dated October 31, 2023 4 Source: Comscore Media Metrix® Multi-Platform Key Measures, Zillow, Zillow Rentals, Apartments.com Network, Rent., Zumper., Total Audience, November 2023, U.S. report 4 Table of Contents For Borrowers – Approximately 80% of all homes purchased in the U.S. are financed with a mortgage, 40% of all homebuyers start their home buying process shopping for a mortgage, and 80% of those buyers don’t yet have an agent 5 .
Eighty percent of all homes purchased in the U.S. are financed with a mortgage, 40% of all homebuyers start their home buying process shopping for a mortgage, and 80% of those buyers don’t yet have an agent 4 . In order to address this opportunity, we provide buyers with multiple ways to pursue mortgage financing for their transaction.
Approximately 4.8 million existing and new homes were sold in the U.S. in 2023 19 , with over 201,000 real estate brokerages 20 and over 70,000 mortgage lenders 21 providing their services across more than 500 different MLSs that span the country 22 . Zillow Home Loans currently makes up less than 0.09% of the mortgages originated in the U.S.
Approximately 4.2 million existing and new homes were sold in the U.S. in 2024 16 , with over 201,000 real estate brokerages 17 and over 70,000 mortgage lenders 18 providing their services across more 11 Sources: Estimate derived from TTV and Zillow’s internal average industry commission rates as of January 2025.
In recent years, we have invested in software services, including the acquisition of Follow Up Boss and the expansion of offerings through our ShowingTime+ suite of services, to further enhance our ability to facilitate real estate transactions with both buyers and sellers. In addition, we provide important adjacent services, such as mortgages through Zillow Home Loans.
Census Bureau’s Current Population Survey dated February 5, 2025 7 Source: 2024 Google Trends report 8 Source: data.ai for January 2024 - December 2024 9 Source: Comscore Media Metrix® Multi-Platform Key Measures, Real Estate, Total Audience, December 2024, U.S. report 10 Source: Life Story Research 2024 America’s Most Trusted® Home Search Website Study 5 Table of Contents years, we have invested in software services, including the acquisition of Follow Up Boss and the expansion of offerings through our ShowingTime+ suite of services, to further enhance our ability to facilitate real estate transactions with both buyers and sellers.
Our offices will continue to be a place for teams to come together to enable productivity and collaboration, though on a far less frequent basis. Since our permanent move to a flexible workforce, we have redesigned our physical workspaces to provide more space for collaboration and engagement, especially to support team gatherings, which we call zRetreats.
Since our permanent move to a flexible workforce, we have redesigned our physical workspaces to provide more space for collaboration and engagement, with specific focus on creating event spaces for team gatherings. In 2024, we continued to reduce our office footprint to better align with our needs, considering local and traveling employee populations.
Talent Rewards Talent Rewards includes the strategic oversight of compensation, benefits, and immigration/mobility programs whose purpose is to reinforce talent attraction, retention and development in support of Zillow’s culture. Throughout 2023, we have continued to refine our rewards program. We have increased transparency and consistency in our candidate offers through a redesign of our total compensation package.
In 2024, we continued to host virtual summits for managers that offered peer-to-peer learning focused on setting goals, communication, leading through change, developing talent, conscious inclusion and energizing and rewarding teams. Talent Rewards Talent Rewards connects compensation, benefits, and immigration/mobility programs whose purpose is to reinforce talent attraction, retention and development in support of Zillow’s culture.
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We also believe the path to realizing our “housing super app” vision involves executing on product initiatives across six growth pillars: • Touring – Make it easier for high-intent customers to take in-person tours and connect with our partner agents • Financing – Prepare customers to be transaction-ready with financing early in their home buying journey • Expanding seller services – Invest in tech-enabled solutions and services to make selling homes easier for sellers and listing agents • Enhancing our partner network – Help the best agents to better serve more customers and grow their businesses • Rentals – Build a comprehensive rental marketplace for customers and property managers • Integrating our services – Bring our engagement, products and services together to drive more transactions and more revenue per customer transaction We continue to operate in a challenging macro housing environment where rising mortgage rates and low housing supply have led to affordability challenges for many potential buyers.
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We are focused on continually improving our consumer funnel, capturing consumer demand and connecting that demand to our partner network. We have made significant advancements in our strategy through growth and investments in the following areas: • For Sale. The integrated transaction experience we have been building on Zillow is most fully experienced in our Enhanced Markets.
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In the fourth quarter of 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers, our iBuying business which purchased and sold homes directly in markets across the United States. The wind down was completed in the third quarter of 2022, which resulted in approximately a 25% reduction of Zillow Group’s workforce.
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Enhanced Markets are geographies in which consumers can easily navigate the home-buying process digitally and seamlessly. In these markets, consumers benefit from a more streamlined experience from touring to closing, with the support of our agent partners and Zillow Home Loans loan officers.
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The financial results of Zillow Offers have been presented in the accompanying consolidated financial statements as discontinued operations. For additional information, see Note 3 in our Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
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As of December 31, 2024, we are active in 43 Enhanced Markets, which represents 21% of our total connections, or leads delivered to our Premier Agent partners.
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Beginning in 2023, our chief executive officer, who acts as the chief operating decision maker, began to manage our business, make operating decisions, and evaluate operating performance on the basis of the company as a whole, instead of on a segment basis as he did prior to 2023.
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As we have continued to both launch into more Enhanced Markets and expand the experience within current Enhanced Markets, we have increased customer connection and conversion rates, which has increased our For Sale revenue relative to TTV.
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Accordingly, this change led to revisions to the nature and substance of information regularly provided to and used by the chief operating decision maker, and served to align our reported results with our ongoing growth strategy and our intent to provide integrated customer solutions for all tasks and services related to facilitating real estate 3 Table of Contents transactions.
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For Sale revenue includes our Residential and Mortgages revenue categories and represents our revenue from participation in residential real estate purchase and sale transactions.
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As a result, beginning in the first quarter of 2023, we began to report our financial results as a single reportable segment. In the fourth quarter of 2023, we closed the acquisition of Follow Up Boss, a customer relationship management system that gives real estate professionals a central hub to organize and engage customers, close deals, and build their teams.
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We define TTV as the number of existing residential homes sold during the relevant period multiplied by the average sales price of existing residential homes sold during the same period, according to residential real estate data collected and estimated by Zillow Group, as published monthly on our site.
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Follow Up Boss has been a key integration partner of ours for several years, and the product is widely utilized by the broader real estate industry and many of our Premier Agent partners. For additional information, see Note 7 in our Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
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Our increased For Sale revenue per TTV is an indicator that our investments have driven outperformance relative to the industry in 2024. We will continue to monitor our For Sale revenue per TTV as a way to measure growth in our ability to connect and convert more buyers and sellers to transact with us.
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For sellers, we are focused on providing multiple offerings for customers to find ways to sell their homes. For instance, we have an exclusive multi-year partnership with Opendoor to provide our customers with the option to get a cash offer on their home, and we have expanded this offering to 45 markets across the country.
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Additionally, Zillow Showcase listings are a tool for sellers to drive higher engagement to their listings, as our internal data shows that they typically drive more views, shares and saves, and enable those homes to sell faster and for more money than similar non-Showcase listings on our site.
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Additionally, we launched the Listing Showcase product under ShowingTime+, which allows sellers and listing agents to differentiate themselves on Zillow through higher-quality listings via an immersive premium experience featuring rich media, including scrolling hero images, room-by-room photo organization and interactive floor plans.
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In 2024, we made Zillow Showcase available nationwide, and it is already on approximately 1.7% of new for sale listings. • Industry Software. We are investing in digital solutions to empower real estate professionals to drive a better consumer experience for movers.
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We connect prospective renters with our property management and landlord partners through our rental websites which provide landlords access to the most visited online rental network 4 . We also provide renters with the ability to easily submit applications, sign leases and make rental payments through our platform.
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Our software solutions are designed to make buying and selling a home easier, more efficient, and more digital, thereby delivering value for both real estate professionals and movers. As examples, we acquired Aryeo and Follow Up Boss, which provide real estate professionals tools to manage leads, create listings, and effectuate transactions.
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We are continuing to make enhancements to our rental products and services to make moving a transparent and seamless process.
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We will continue to invest in and implement digital solutions and services to make transacting in residential real estate easier for buyers, sellers and real estate professionals and to increase the number of customer transactions completed through Zillow. 1 Source: Comscore Media Metrix® Multi-Platform Key Measures, Real Estate, Total Audience, December 2024, U.S. report 2 Source: 2024 Google Trends report 3 Table of Contents • Rentals Marketplace.
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Such enhancements include the addition of room for rent listings, the ability to filter on income restricted listings, a universal application feature which allows potential renters to pay once to access multiple listings and the reporting of timely rental payments to a major credit bureau, among others. 1 Source: Zillow Group’s 2023 Consumer Housing Trends Report 2 Source: Estimate derived from Zillow internal estimates of more than 12 million rental households moving to a new rental in 2023 as compared to 4.8 million new and existing homes sold in 2023 according to the National Association of REALTORS® Economic Outlook as of December 2023 3 Source: 2023 U.S.
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We are building a nationwide marketplace for renters and landlords, which aims to provide renters with a comprehensive listing of available rental inventory. Renters on Zillow can shop, tour, submit applications, sign a lease and pay rent securely. Landlords on Zillow can list, advertise, and access leasing and property management services.
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Zillow Home Loans, which is currently available in 49 states and the District of Columbia, originates mortgage loans and then sells substantially all of the loans on the secondary market. Competitive Advantages We believe we have the following competitive advantages: • Large and trusted brand .
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Our investments and efforts on our Rentals products and services have yielded growth in Rentals traffic, multifamily property count, and Rentals revenue during 2024 compared to the previous year.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Business and Industry • Our business has and may continue to be impacted by the current and future health and stability of the economy and United States residential real estate industry, including inflationary conditions, interest rates, housing availability and affordability, changes to industry standards and practices, labor shortages and supply chain issues. • Our business may be impacted by industry changes, including as a result of certain or future class action lawsuits or government investigations. • Our business could be harmed if real estate professionals reduce or end their spending with us or if we are unable to effectively manage advertising and product inventory or pricing. • We may not be able to establish or maintain relationships with listing and data providers, including MLSs, which could adversely affect traffic to our mobile applications and websites. • If we do not comply with MLS rules and requirements and data listing agreements, our use of listings data may be restricted. • Our success depends on our ability to continue to innovate and compete successfully against our existing or future competitors to attract customers and real estate partners. • Natural disasters, geopolitical events, and catastrophic events may harm our business. • If our data integrity suffers harm, our business may suffer and we may be held liable. • Pending or future litigation and other disputes or enforcement actions may harm our business. • Our success depends on attracting and retaining a highly skilled workforce. • Acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors could harm our business. • Our fraud detection processes and information security systems may not be effective in preventing bad actors from perpetrating fraud or accessing data or systems. • We are subject to multiple risks related to accepting credit and debit card payments. • If our security measures or technology systems, or those of third parties upon which we rely, are compromised or there is any significant disruption in service on our platforms or in our network, we may suffer significant losses and our business may be harmed. • We rely on third-party services to support critical functions of our business.
Biggest changeRisks Related to Our Business and Industry • Our business has and may continue to be impacted by the health and stability of the economy and United States residential real estate industry, including inflationary conditions, interest rates, housing availability and affordability, changes to industry standards and practices, labor shortages and supply chain issues. • Our business may be impacted by industry changes, including as a result of past, pending or future lawsuits, settlements or government investigations. • Our business could be harmed if real estate professionals reduce or end their spending with us or if we are unable to effectively manage advertising and product inventory or pricing. • We may not be able to establish or maintain relationships with listing and data providers, including MLSs, which could adversely affect traffic to our mobile applications and websites. • If we do not comply with MLS rules and requirements and data listing agreements, our use of listings data may be restricted or terminated. • If our data integrity suffers, our business may suffer and we may be held liable. • Our success depends on our ability to continue to innovate and compete to attract customers and real estate partners. • Natural disasters, climate change, geopolitical events, and catastrophic events may harm our business. • We are exposed to risks related to our targets and disclosures related to ESG matters. • Our dedication to making decisions based primarily on the best interests of our customers and disputes regarding the accuracy or display of our Zestimates and Rent Zestimates may harm our business. • Our success depends on attracting and retaining a highly skilled workforce. • Acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors could harm our business. • Our fraud detection processes and information security controls may not be effective in preventing bad actors from perpetrating fraud or accessing data or systems. • We are subject to multiple risks related to customer and partner payments. • If our security controls or technology systems, or those of third parties upon which we rely, are compromised or there is any significant disruption in service on our platforms or in our network, we may suffer significant losses and our business may be harmed. • We rely on third-party services to support critical functions of our business.
Business continuity and disaster recovery planning is important, and if we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster or catastrophic event, and successfully execute on those plans in the event of a disaster, catastrophic event, or other emergency, our business and reputation may be harmed.
Business continuity and disaster recovery planning is important, and if we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, catastrophic event, or other emergency, and successfully execute on those plans in the event of a disaster, catastrophic event, or other emergency, our business and reputation may be harmed.
Our failure to address these risks or problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business, results of operations and financial condition.
Our failure to address these risks or problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments or incur unanticipated liabilities, and could harm our business, results of operations and financial condition.
We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential stuffing attacks, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, or floods, attacks enhanced or facilitated by AI, and other similar threats.
We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, or floods, attacks enhanced or facilitated by AI, and other similar threats.
Our financial performance is directly affected by changes in prevailing interest rates and home prices, which in turn, impact the affordability of a home. Our financial performance may be adversely affected or be subject to substantial volatility because of changes in prevailing interest rates, which may be impacted by a number of factors.
Our financial performance is directly affected by changes in prevailing interest rates and home prices, which in turn, impact the affordability of a home. Our financial performance may be adversely affected or be subject to substantial volatility because of changes in, and volatility of, prevailing interest rates, which may be impacted by a number of factors.
These laws generally regulate the manner in which lending and lending-related activities are marketed or made available, including advertising and other consumer disclosures, payments for services and record keeping requirements; these laws include but are not limited to the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and various federal, state and local laws.
These laws generally regulate the manner in which lending and lending-related activities are marketed or made available, including advertising and other consumer disclosures, payments for services and record keeping requirements; these laws include but are not limited to the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and various other federal, state and local laws.
The Credit and Debt Facilities that Provide Capital for Zillow Home Loans Include Covenants and Other Provisions that May Restrict Our Operating Activities, and Have a Material Effect on Our Liquidity. They Also Incorporate Variable Interest Rates that May Subject Us to Interest Rate Risk, Which Could Cause Our Debt Service Obligations to Increase Significantly.
The credit facilities that provide capital for Zillow Home Loans include covenants and other provisions that may restrict our operating activities, and have a material effect on our liquidity. They also incorporate variable interest rates that subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
Our amended and restated articles of incorporation or amended and restated bylaws include provisions, some of which will become effective only after the date, which we refer to as the threshold date, on which the Class B common stock controlled by our founders represents less than 7% of the aggregate number of shares of our outstanding Class A common stock and Class B common stock, that: • set forth the structure of our capital stock, which concentrates voting control of matters submitted to a vote of our shareholders with the holders of our Class B common stock, which is held or controlled by our founders; • authorize our board of directors to issue, without further action by our shareholders, up to 30,000,000 shares of undesignated preferred stock, subject, prior to the threshold date, to the approval rights of the holders of our Class B common stock; • establish that our board of directors will be divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that, after the threshold date, our directors may be removed only for cause; • provide that, after the threshold date, vacancies on our board of directors may be filled only by the affirmative vote of a majority of directors then in office or by the sole remaining director; • provide that only our board of directors may change the board’s size; • specify that special meetings of our shareholders can be called only by the chair of our board of directors, our board of directors, our chief executive officer, our president or, prior to the threshold date, holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at any such special meeting; • establish an advance notice procedure for shareholder proposals to be brought before a meeting of shareholders, including proposed nominations of persons for election to our board of directors; • require the approval of our board of directors or the holders of at least two-thirds of all the votes entitled to be cast by shareholders generally in the election of directors, voting together as a single group, to amend or repeal our bylaws; and • require the approval of not less than two-thirds of all the votes entitled to be cast on a proposed amendment, voting together as a single group, to amend certain provisions of our articles of incorporation.
Our amended and restated articles of incorporation or amended and restated bylaws include provisions, some of which will become effective only after the date, which we refer to as the threshold date, on which the Class B common stock controlled by our founders represents less than 7% of the aggregate number of shares of our outstanding Class A common stock and Class B common stock, that: • set forth the structure of our capital stock, which concentrates voting control of matters submitted to a vote of our shareholders with the holders of our Class B common stock, which is held or controlled by our founders; • authorize our Board to issue, without further action by our shareholders, up to 30,000,000 shares of undesignated preferred stock, subject, prior to the threshold date, to the approval rights of the holders of our Class B common stock; • establish that our Board will be divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that, after the threshold date, our directors may be removed only for cause; • provide that, after the threshold date, vacancies on our Board may be filled only by the affirmative vote of a majority of directors then in office or by the sole remaining director; • provide that only our Board may change the Board’s size; • specify that special meetings of our shareholders can be called only by the chair of our Board, our Board, our chief executive officer, our president or, prior to the threshold date, holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at any such special meeting; • establish an advance notice procedure for shareholder proposals to be brought before a meeting of shareholders, including proposed nominations of persons for election to our Board; • require the approval of our Board or the holders of at least two-thirds of all the votes entitled to be cast by shareholders generally in the election of directors, voting together as a single group, to amend or repeal our bylaws; and • require the approval of not less than two-thirds of all the votes entitled to be cast on a proposed amendment, voting together as a single group, to amend certain provisions of our articles of incorporation.
Prior to the threshold date, our directors can be removed with or without cause by holders of our Class A common stock and Class B common stock, voting together as a single group, and vacancies on the board of directors may be filled by such shareholders, voting together as a single group.
Prior to the threshold date, our directors can be removed with or without cause by holders of our Class A common stock and Class B common stock, voting together as a single group, and vacancies on the Board may be filled by such shareholders, voting together as a single group.
These claims could also result in litigation, and we may be required to purchase a costly license or remove open source software, devote additional research and development resources to changing our products or services, make generally available the source code for our proprietary technology, or waive certain of our intellectual property rights, any of which would have a negative effect on our business and results of operations.
These claims could also result in litigation, and we may be required to purchase a costly license or remove open source software, devote additional technology and development resources to changing our products or services, make generally available the source code for our proprietary technology, or waive certain of our intellectual property rights, any of which would have a negative effect on our business and results of operations.
If we are unable to continue to grow our loan origination business, this could adversely affect our business. Zillow Home Loans Is Dependent on United States Government-Sponsored Entities and Government Agencies, and Any Actions by These Entities or Changes in These Entities or Their Operations Could Adversely Affect Our Mortgage Business, Liquidity, Financial Condition and Results of Operations.
If we are unable to continue to grow our mortgage origination operations, this could adversely affect our business. Zillow Home Loans is dependent on United States government-sponsored entities and government agencies, and any actions by these entities or changes in these entities or their operations could adversely affect our mortgage operations, liquidity, financial condition and results of operations.
Our ability to attract and retain real estate partners, and ultimately to generate advertising revenue, depends on a number of factors, including how successfully we can: • increase the number of customers who use one or more of our products and services to effectuate transactions and the frequency of their use, provide them with tools to promote engagement between real estate market participants, and enhance their user experience so we can retain them; • offer an attractive return on investment to our real estate partners for their spending with us; • continue to develop our products and services to increase adoption by and engagement with our real estate partners; • keep pace with and anticipate changes in technology to provide industry-leading products and services to real estate partners and customers; and • compete effectively for advertising dollars with other options.
Our ability to attract, retain, and generate revenue from real estate partners depends on a number of factors, including how successfully we can: • increase the number of customers who use one or more of our products and services to effectuate transactions and the frequency of their use, provide them with tools to promote engagement between real estate market participants, and enhance their user experience so we can retain them; • offer an attractive return on investment to our real estate partners for their spending with us; • continue to develop our products and services to increase adoption by and engagement with our real estate partners; • keep pace with and anticipate changes in technology and the real estate industry to provide industry-leading products and services to real estate partners and customers; and • compete effectively for advertising dollars with other options.
A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our services. While we have security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.
A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our services. While we have security controls designed to protect against security incidents, there can be no assurance that these measures will be effective.
Risks Related to Our Business and Industry Our Business and Operating Results Have and May Continue to Be Impacted by the Health of the United States Residential Real Estate Industry and May Be Negatively Affected by Downturns or Significant Changes in This Industry and General Economic Conditions.
Risks Related to Our Business and Industry Our business and operating results have been and may continue to be impacted by the health of the United States residential real estate industry and may be negatively affected by downturns or significant changes in this industry and general economic conditions.
With this pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of validated leads that convert into real estate transactions and the value of those transactions.
With this pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into real estate transactions and the value of those transactions.
We Expect Our Results of Operations to Fluctuate on a Quarterly and Annual Basis. Our revenue and results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, some of which are outside our control.
We expect our results of operations to fluctuate on a quarterly and annual basis. Our results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, some of which are outside our control.
We May Not Be Able to Maintain or Establish Relationships With Other Data Providers, Which Could Limit the Information We Are Able to Provide to Our Customers and Impair Our Ability to Attract or Retain Customers.
We may not be able to maintain or establish relationships with other data providers, which could limit the information we are able to provide to our consumers and impair our ability to attract or retain customers.
Our business model depends on our ability to continue to attract users to our mobile applications, websites, real estate services and other services and enhance their engagement with our products and services in a cost-effective manner.
Further, our business model depends on our ability to continue to attract users to our mobile applications, websites, real estate services and other services and enhance their engagement with our products and services in a cost-effective manner.
As a result of the potential variations in our revenue and results of operations, period-to-period comparisons may not be meaningful and the results of any one period should not be relied on as an indication of future performance.
As a result of the potential variations in our results of operations, period-to-period comparisons may not be meaningful and the results of any one period should not be relied on as an indication of future performance.
Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, a disruption of our business operations, reputational harm, loss of revenue or profits, loss of customers and other adverse business consequences. • We are, from time to time, involved in proceedings that may result in adverse outcomes.
Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, a disruption of our business operations, reputational harm, loss of revenue or profits, loss of customers and other adverse business consequences. • We are, from time to time, involved in claims, suits, government investigations and other proceedings that may result in adverse outcomes.
We cannot ensure that these entities will comply with applicable laws and regulations, including any future changes to those laws and regulations, at all times.
We cannot ensure that these individuals and entities will comply with applicable laws and regulations, including any future changes to those laws and regulations, at all times.
For example, Zillow Home Loans’ failure to comply with these laws, regulations and rules may result in increased costs of doing business, changes to the way we operate our business, reduced payments by borrowers, modification of the original terms of loans, permanent forgiveness of debt, delays in the foreclosure process, forfeiture or refunds on fees collected on loan originations, increased servicing advances, litigation, reputational damage, enforcement actions, and repurchase and indemnification obligations.
For example, Zillow Home Loans’ failure to comply with these laws, regulations 23 Table of Contents and rules may result in increased costs of doing business, changes to the way we operate our business, reduced payments by borrowers, modification of the original terms of loans, permanent forgiveness of debt, delays in the foreclosure process, forfeiture or refunds on fees collected on loan originations, increased servicing advances, litigation, reputational damage, enforcement actions, and repurchase and indemnification obligations.
If the repayment of any indebtedness were to be accelerated because of such event of default (whether under the notes or otherwise), we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof. An event of default under the indenture may lead to an acceleration of our convertible senior notes.
If the repayment of any indebtedness were to be accelerated because of such event of default (whether under the Notes or otherwise), we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof. An event of default under the indenture may lead to an acceleration of our Notes.
Risks Related to Our Mortgages Business • Zillow Home Loans depends on United States government-sponsored entities and government agencies, operates in a highly regulated industry, may be unable to obtain or maintain sufficient financing to fund its origination of mortgages, and may not meet customers’ financing needs with its product offerings. • Zillow Home Loans may not be able to continue to grow as a mortgage origination business, may not be able to resell originated mortgages on the secondary market, and may be impacted by interest rate and general market fluctuations.
Risks Related to Our Mortgage Operations • Zillow Home Loans depends on United States government-sponsored entities and government agencies, operates in a highly regulated industry, may be unable to obtain or maintain sufficient financing to fund its origination of mortgages, and may not meet customers’ financing needs with its product offerings. • Zillow Home Loans may not be able to continue to grow its mortgage origination operations, may not be able to resell originated mortgages on the secondary market, and may be impacted by interest rate and general market fluctuations.
Since our customers 22 Table of Contents may rely on our products and services, including our real estate transaction services and customer relationship management tools, for important aspects of their personal lives and businesses, problems with the reliability, availability or security of our systems could damage our customers’ businesses, harm our reputation, delay or inhibit a customer from completing a real estate transaction, result in a loss of customers of our products and services and of real estate partners and result in additional costs, any of which could harm our business, results of operations and financial condition.
Since our customers may rely on our products and services, including our real estate transaction services and customer relationship management tools, for important aspects of their personal lives and businesses, problems with the reliability, availability or security of our systems could damage our customers’ businesses, harm our reputation, delay or inhibit a customer from completing a real estate transaction, result in a loss of customers of our products and services and of real estate partners and result in additional costs, any of which could harm our business, results of operations and financial condition.
In addition, our measurement of customer transactions may be affected by the availability and quality of public records and other data used to estimate the number of customer transactions attributable to our products and services. We regularly review and may adjust our processes for calculating our performance metrics to improve accuracy.
In addition, our measurement of customer transactions may be affected by the availability and quality of public records and other data used to estimate the number of customer transactions attributable to our products and services. We regularly review and may adjust our processes for calculating our performance metrics to improve accuracy or for other reasons.
For example, such lawsuits could lead to changes in how real estate commissions are negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.
For example, such lawsuits could lead to further changes in how real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.
We depend on processing vendors to complete credit and debit card transactions, both for payments owed to Zillow Group directly and for payments to other third parties, such as payments made between two third-party platform users such as renters and landlords in our rental payments product.
We depend on processing vendors to complete credit and debit card, ACH, and similar transactions, both for payments owed to Zillow Group directly and for payments to other third parties, such as payments made between two third-party platform users such as renters and landlords in our rental payments product.
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 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 29 Table of Contents our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results and financial condition.
Any such acceleration could result in our bankruptcy. In a bankruptcy, the holders of our convertible senior notes would have a claim to our assets that is senior to the claims of our equity holders. In addition, our significant indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences.
Any such acceleration could result in our bankruptcy. In a bankruptcy, the holders of our Notes would have a claim to our assets that is senior to the claims of our equity holders. In addition, our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences.
At the same time, compliance with laws and regulations may be expensive and operationally burdensome. 11 Table of Contents • We are subject to stringent and evolving laws, regulations, rules, contractual obligations, policies and other obligations in the United States and certain foreign jurisdictions.
At the same time, compliance with laws and regulations may be expensive and operationally burdensome. 10 Table of Contents • We are subject to stringent and evolving laws, regulations, rules, contractual obligations, policies and other obligations in the United States and certain foreign jurisdictions.
The growing regulatory focus, in particular by the CFPB, on artificial intelligence/automated underwriting, digital mortgage comparison shopping platforms, dark patterns, property valuation and marketing models, coupled with rapidly changing fair housing and fair lending enforcement priorities by the CFPB and other regulators may impact our ability to adapt our business and maintain compliance, which may affect our business operations, financial condition or results of operations.
The growing regulatory focus, in particular by the CFPB, on AI/automated underwriting, digital mortgage comparison shopping platforms, dark patterns, property valuation and marketing models, coupled with rapidly changing fair housing and fair lending enforcement priorities by the CFPB and other regulators may impact our ability to adapt our business and maintain compliance, which may affect our business operations, financial condition or results of operations.
Changes or additions to our products and services, including expansion of existing products and services into new markets, may not attract or engage our customers, may reduce confidence in our products and services, may negatively impact the quality of our brands, may upset our partners or other industry participants, may expose us to increased market or legal and regulatory risks, may subject us to new laws and regulations, and may result in reduced investor confidence or otherwise harm our business.
Changes or additions to our products and services, including expansion of existing products and services into new markets or acquisitions of providers of additional products or services, may not attract or engage our customers, may reduce confidence in our products and services, may negatively impact the quality of our brands, may upset our partners or other industry participants, may expose us to increased market or legal and regulatory risks, may subject us to new laws and regulations, and may result in reduced investor confidence or otherwise harm our business.
The ability of Zillow Home Loans to generate revenue through loan sales depends, in part, on its participation in programs administered by government agencies such as the United States Department of Housing and Urban Development’s 24 Table of Contents Federal Housing Administration, the United States Department of Veterans Affairs, the United States Department of Agriculture, or government-sponsored entities (“GSEs”) such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”).
The ability of Zillow Home Loans to generate revenue through loan sales depends, in part, on its participation in programs administered by government agencies such as the United States Department of Housing and Urban Development’s Federal Housing Administration, the United States Department of Veterans Affairs, the United States Department of Agriculture, or government-sponsored entities (“GSEs”) such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”).
In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, processing) personal data and other sensitive data, which may include proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, business plans, transactions, social security numbers, financial account information, and credit card information.
In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “processing activities”) personal data and other sensitive data, which may include proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, business plans, transactions, social security numbers, financial account information, and credit card information.
If real estate professionals, our real estate partners or investors do not perceive 33 Table of Contents our visits, unique users, or customer transactions to be an accurate representation of our user engagement and conversion to transactions, or if we discover material inaccuracies in our visits, unique users, or customer transactions, our reputation may be harmed, and real estate professionals and advertisers may be less willing to allocate their resources to our products and services, which could negatively affect our business and operating results.
If real estate professionals, our real estate partners or investors do not perceive our visits, unique users, or customer transactions to be an accurate representation of our user engagement and conversion to transactions, or if we discover material inaccuracies in our visits, unique users, or customer transactions, our reputation may be harmed, and real estate professionals and advertisers may be less willing to allocate their resources to our products and services, which could negatively affect our business and operating results.
We may not succeed in retaining existing real estate partners’ spending or capturing a greater share of such spending if we are unable to convince real estate partners of the effectiveness or superiority of our products as compared to alternatives.
We may not succeed in retaining existing real estate partners’ spending or capturing a greater share of such spending if we are unable to convince real estate partners of the effectiveness or superiority of our products and services as compared to alternatives.
For example, in recent years, due to inflationary pressures, there was an increased degree of uncertainty and unpredictability concerning current interest rates, future interest rates and potential negative interest rates, which had an adverse effect on the results of operations.
For example, in recent years, due to inflationary pressures, there was an increased degree of uncertainty and unpredictability concerning current interest rates, future interest rates and potential negative interest rates, which had an adverse effect on our results of operations.
Please see “Competition” under Part 1, Item 1 of this Annual Report on Form 10-K for a general discussion of the competitive conditions in each of our businesses. 16 Table of Contents Competitors for our real estate transaction services include rental listing service providers, real estate brokers, real estate investors, mortgage lenders, mortgage brokers, financial institutions, and title and settlement service providers.
Please see “Competition” under Part 1, Item 1 of this Annual Report on Form 10-K for a general discussion of the competitive conditions in each of our businesses. Competitors for our real estate transaction services include rental listing service providers, real estate brokers, real estate investors, mortgage lenders, mortgage brokers, financial institutions, and title and settlement service providers.
Holders of our convertible senior notes have the right to require us to repurchase their notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.
Holders of our Notes have the right to require us to repurchase their Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.
See the risk factor above titled “The Structure of Our Capital Stock as Contained in Our Charter Documents Has the Effect of Concentrating Voting Control With our Founders, and Limits Your Ability to Influence Corporate Matters.” The provisions described above, after the threshold date, may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which board is responsible for appointing our management.
See the risk factor above titled “Our capital structure as contained in our charter documents has the effect of concentrating voting control with our founders, and limits your ability to influence corporate matters.” The provisions described above, after the threshold date, may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board, which board is responsible for appointing our management.
Our Fraud Detection Processes and Information Security Systems May Not Successfully Detect All Fraudulent Activity by Third Parties Aimed at Our Employees or Customers, Which Could Adversely Affect Our Reputation and Business Results.
Our fraud detection processes and information security controls may not successfully detect all fraudulent activity by third parties aimed at our employees or customers, which could adversely affect our reputation and business results.
In addition, our philosophy of putting customers first may negatively impact our relationships with our existing or prospective real estate partners. This could result in a loss of real estate partners, which could harm our revenue and results of operations.
In addition, our philosophy of putting customers first may negatively impact our relationships with our existing or prospective real estate partners. This could result in a loss of real estate partners, which could harm our results of operations.
Our failure to repurchase our convertible senior notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the notes would constitute an event of default.
Our failure to repurchase our Notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Notes would constitute an event of default.
In addition, we continually evaluate and utilize various pricing and value delivery strategies in order to better align our revenue opportunities with the growth in usage of our mobile and web platforms and customer transactions. For example, we offer a pay for performance pricing model called “Flex” for Premier Agents in certain markets.
In addition, we continually evaluate and utilize various pricing and value delivery strategies in order to better align our revenue opportunities with the growth in usage of our mobile and web platforms and customer transactions. For example, we offer a pay for performance pricing model called “Flex” for Premier Agent partners in certain markets.
The laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect intellectual property and our proprietary technology adequately against unauthorized third-party copying or use, which could harm our competitive position.
The laws of certain countries do not protect proprietary rights to the same extent as 24 Table of Contents the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect intellectual property and our proprietary technology adequately against unauthorized third-party copying or use, which could harm our competitive position.
Although the majority of our workforce has shifted to a distributed work environment, we maintain large employee populations, including those supporting our licensed operations, in Seattle, Washington; New York, New York; Atlanta, Georgia; San Francisco, California; Irvine, California; Denver, Colorado; Mexico City, Mexico and Belgrade, Serbia.
Although the majority of our workforce has shifted to a distributed work environment, we maintain large employee populations, including those supporting our licensed operations, in cities including Seattle, Washington; New York, New York; San Francisco, California; Irvine, California; Denver, Colorado; Mexico City, Mexico and Belgrade, Serbia.
In addition, patent or other intellectual property disputes or litigation may result in significant settlement costs. Any of these events could harm our business, results of operations, financial condition and reputation. 26 Table of Contents In addition, we use open source software in our services and will continue to use open source software in the future.
In addition, patent or other intellectual property disputes or litigation may result in significant settlement costs. Any of these events could harm our business, results of operations, financial condition and reputation. In addition, we use open source software in our services and will continue to use open source software in the future.
If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which would harm our ability to grow our operations.
If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which could harm our ability to grow our operations.
In either case, our mortgage origination business and our financial results could be harmed. Zillow Home Loans uses derivatives and other instruments to reduce exposure to adverse changes in interest rates. Hedging interest rate risk is a complex process, requiring sophisticated models and constant monitoring.
In either case, our mortgage origination operations and our overall financial results could be harmed. Zillow Home Loans uses derivatives and other instruments to reduce exposure to adverse changes in interest rates. Hedging interest rate risk is a complex process, requiring sophisticated models and constant monitoring.
Our Actual or Perceived Failure to Comply With Such Obligations Could Lead to Regulatory Investigations or Actions; Litigation (Including Class Claims) and Mass Arbitration Demands; Fines and Penalties; Disruptions of Our Business Operations; Reputational Harm; Loss of Revenue or Profits; Loss of Customers and Other Adverse Business Consequences.
Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration 27 Table of Contents demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers and other adverse business consequences.
Problems faced by our third-party web-hosting providers with the telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our third-party web-hosting providers could decide to close their facilities without adequate notice.
Problems faced by our third-party web-hosting providers with the telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely 21 Table of Contents affect the experience of our customers. Our third-party web-hosting providers could decide to close their facilities without adequate notice.
A limited number of third-party services support essential functions of our business, including Amazon Web Services (“AWS”) and certain other cloud communications platform-as-a-service (“CPaaS”), Infrastructure-as-a-Service (“IaaS”) and Software-as-a-Service (“SaaS Services”) technologies hosted by third parties (together with CPaaS and IaaS, “Cloud Services”).
A limited number of third-party services support essential functions of our business, including Amazon Web Services (“AWS”) and certain other cloud communications platform-as-a-service (“CPaaS”), Infrastructure-as-a-Service (“IaaS”) and SaaS technologies hosted by third parties (together with CPaaS and IaaS, “Cloud Services”).
Any discontinuation of, or significant reduction in, the operation of Fannie Mae or Freddie Mac or any significant adverse change in their capital structure, financial condition, activity levels in the primary or secondary mortgage markets or underwriting criteria could materially and adversely affect our mortgages business, liquidity, financial condition, and results of operations.
Any discontinuation of, or significant reduction in, the operation of Fannie Mae or Freddie Mac or any significant adverse change in their capital structure, financial condition, activity levels in the primary or secondary mortgage markets or underwriting criteria could materially and adversely affect our mortgage operations and our overall liquidity, financial condition, and results of operations.
Certain of 25 Table of Contents our hedges related to newly originated mortgages may be subject to margin calls, which, if made, could adversely impact our liquidity. There may be periods during which Zillow Home Loans elects not to hedge some or all of its interest rate risk.
Certain of our hedges related to newly originated mortgages may be subject to margin calls, which, if made, could adversely impact our liquidity. There may be periods during which Zillow Home Loans elects not to hedge some or all of its interest rate risk.
Beyond the NAR Class Action and various similar private actions already pending, beginning in 2018, the DOJ commenced an investigation into NAR for violations of the federal antitrust laws.
Beyond the NAR Class Action and various similar private actions, beginning in 2018, the DOJ commenced an investigation into NAR for violations of the federal antitrust laws.
To provide these listings and this information, we maintain relationships with real estate brokerages, real estate listing aggregators, multiple listing services (“MLSs”), property management companies, home builders, other third-party listing providers and homeowners and their real estate agents to include listing data in our services (collectively, “real estate listing providers”).
To provide these listings and this information, we maintain relationships with real estate brokerages, real estate listing aggregators, MLSs, property management companies, home builders, other third-party listing providers and homeowners and their real estate agents (collectively, “real estate listing providers”) to include listing data in our services.
As a result, we must continually invest significant resources in research and development to improve the attractiveness, competitiveness, and comprehensiveness of our products and services, enable smoother and more efficient real estate transactions, adapt to changes in technology and support new devices and operating systems.
As a result, we must continually invest significant resources in technology and development to improve the attractiveness, competitiveness, and comprehensiveness of our products and services, enable more seamless and efficient real estate transactions, adapt to changes in technology and support new devices and operating systems.
We also have operations outside of the United States, including in Canada, and Canada’s Personal Information 29 Table of Contents Protection and Electronic Documents Act (“PIPEDA”) imposes strict requirements for processing personal data and there are also various provincial and territorial privacy laws that govern the protection of personal data.
We also have operations outside of the United States, including in Canada, and Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) imposes strict requirements for processing personal data and there are also various provincial and territorial privacy laws that govern the protection of personal data.
We are From Time to Time Involved In, or May in the Future be Subject to, Claims, Suits, Government Investigations, and Other 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 claims, suits, government investigations, and other proceedings that may result in adverse outcomes.
Our effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to our existing business and operations, acquisitions and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations.
Our effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to our existing business and operations, acquisitions and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, 32 Table of Contents administrative practices, principles, and interpretations.
We May Not Be Able to Compete Successfully Against Our Existing or Future Competitors in Attracting Customers for Our Products and Services or Real Estate Partners, Which Could Harm Our Business, Results of Operations and Financial Condition. We face intense competition in each of our lines of business.
We may not be able to compete successfully against our existing or future competitors in attracting customers or real estate partners, which could harm our business, results of operations and financial condition. We face intense competition in each of our lines of business.
If these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed.
If these systems fail to work properly and, as a result, we do not charge our customers’ credit cards or other payment networks on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed.
Changes to the other products and services that Zillow or its real estate partners provide may negatively impact demand for Zillow Home Loans. In addition, our ability to secure relationships with traditional business clients may influence our ability to grow our loan origination business.
Changes to the other products and services that Zillow or its real estate partners provide may negatively impact demand for Zillow Home Loans. In addition, our ability to secure relationships with traditional business clients may influence our ability to grow our mortgage origination operations.
If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly higher credit card-related costs, each of which could harm our business, results of operations and financial condition.
If we fail to adequately control fraudulent payment transactions, we may face civil liability, diminished public perception of our security controls, and significantly higher credit card-related costs, each of which could harm our business, results of operations and financial condition.
Any increase in the unauthorized use of our intellectual property could make it more expensive for us to do business and harm our results of operations or financial condition. Similarly, we may not be able to adequately protect innovations resulting from generative artificial intelligence (“AI”) due to existing copyright and patent laws.
Any increase in the unauthorized use of our intellectual property could make it more expensive for us to do business and harm our results of operations or financial condition. Similarly, we may not be able to adequately protect innovations resulting from generative AI due to existing copyright and patent laws.
Holders of our convertible senior notes may elect to convert their notes at various times and pursuant to specific circumstances, as provided in the corresponding indenture.
Holders of our Notes may elect to convert their Notes at various times and pursuant to specific circumstances, as provided in the corresponding indenture.
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business and to manage our expenses, we may incur significant losses in the future and not be able to achiev e or maintain profitability.
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business and to manage our expenses, we may incur significant losses in the future and may not be able to achieve or maintain profitability.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found after this summary, and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (“SEC”) before making an investment decision regarding Zillow Group, including investment in our Class A common stock or Class C capital stock.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found after this summary, and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC before making an investment decision regarding Zillow Group, including investment in our Class A common stock or Class C capital stock.
To compete successfully for real estate transaction partners against future and existing competitors, we must continue to invest resources in developing our advertising platform and proving the effectiveness and relevance of our advertising products and services.
To compete successfully for real estate transaction partners against future and existing competitors, 15 Table of Contents we must continue to invest resources in developing our advertising platform and proving the effectiveness and relevance of our advertising products and services.
Risks Related to Our Mortgages Business If Zillow Home Loans is Unable to Obtain and Maintain Sufficient Financing to Fund Its Origination of Mortgages or is Unable to Resell Mortgages on the Secondary Market, Our Mortgages Business and Financial Results May Suffer.
Risks Related to Our Mortgage Operations If Zillow Home Loans is unable to obtain and maintain sufficient financing to fund its origination of mortgages or is unable to resell mortgages on the secondary market, our mortgage operations and financial results may suffer.
If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs or fund future growth and development, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all.
If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs or fund future growth and 31 Table of Contents development, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, including our convertible senior notes, credit facilities, or otherwise.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, including our Notes, mortgage credit facilities, or otherwise.
Pressure from competitors seeking to acquire a greater share of our real estate partners’ overall marketing budget could adversely affect our pricing and margins, lower our revenue and increase our research and development and marketing expenses.
Pressure from competitors seeking to acquire a greater share of our real estate partners’ overall marketing budget could adversely affect our pricing and margins, lower our revenue and increase our technology and development and sales and marketing expenses.
Further, revisions to our automated valuation models, or the algorithms that underlie them, poor data quality, or other factors may cause certain Zestimates or Rent Zestimates to vary from expectations for those Zestimates or Rent Zestimates.
Further, revisions to our automated valuation models or the algorithms that underlie them, poor data quality, or other factors may cause certain Zestimates or Rent Zestimates to vary from expectations for those associated properties’ values.
We take steps to detect and remediate vulnerabilities, but we may not be able to detect and remediate all vulnerabilities because the threats and techniques change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred.
We take steps to detect and remediate vulnerabilities, but we may not be able to detect and remediate all 20 Table of Contents vulnerabilities because the threats and techniques change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred.
The loss or degradation of this listings data could materially and adversely affect traffic to our mobile applications and websites, which could severely harm our business, results of operations and financial condition.
The loss or degradation of this listings data could 14 Table of Contents materially and adversely affect traffic to our mobile applications and websites, which could severely harm our business, results of operations and financial condition.
Zillow Home Loans currently offers a number of mortgage products to customers including conventional conforming and non-conforming programs and government loan guarantee programs. Such offerings are subject to change based on various factors such as availability, business needs and customer demand.
Zillow Home Loans currently offers a number of mortgage products to customers including conventional conforming, government loan guarantee, and non-conforming jumbo loan programs. Such offerings are subject to change based on various 22 Table of Contents factors such as availability, business needs and customer demand.
We provide products and services to customers and real estate partners in heavily regulated industries through a number of different channels across the United States and to some extent, in Canada.
We provide products and services to customers and real estate partners in heavily regulated industries through a number of different channels across the United States and to some extent, in Canada and other foreign jurisdictions.
The extent to which these and additional economic factors, such as those described below, impact our results and financial position will depend on future developments, which are uncertain and difficult to predict : 12 Table of Contents • fluctuations in the United States residential real estate market – both seasonal and cyclical – which may be due to one or more factors, whether included in this list or not; • changes in federal monetary policy or inflationary conditions; • changes in international, national, regional, or local economic, demographic, or real estate market conditions; • slow economic growth or recessionary conditions; • increased levels of unemployment or a decrease in labor availability, and/or slowly growing or declining wages; • declines in the value of residential real estate and/or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in demand, and increases in costs for homeowners such as property taxes, homeowners association fees and availability and affordability of insurance; • low levels of customer confidence in the economy and/or the United States residential real estate industry; • low home and/or rental inventory levels or lack of affordably priced homes and rentals; • changes in interest rates, mortgage rates or down payment requirements and/or restrictions on mortgage financing availability; • changes to how real estate commissions are negotiated or paid, or changes to other industry standards and practices; • federal, state, or local legislative or regulatory changes that would negatively impact rental properties or the residential real estate industry, such as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which limited deductions of certain mortgage interest expenses and property taxes; • volatility and general declines in the stock market; and/or • natural and man-made disasters and other catastrophic events, such as pandemics, hurricanes, earthquakes, wildfires, terrorist attacks and other events that disrupt local, regional, or national real estate markets.
The extent to which these and additional economic factors, such as those described below, impact our operating results and financial position will depend on future developments, which are uncertain and difficult to predict: • Fluctuations in the United States residential real estate market – both seasonal and cyclical – which may be due to one or more factors, whether included in this list or not; • changes in federal monetary policy or inflationary conditions; 11 Table of Contents • changes in international, national, regional, or local economic, demographic, or real estate market conditions; • slow economic growth or recessionary conditions; • increased levels of unemployment or a decrease in labor availability, and/or slowly growing or declining wages; • declines in the value of residential real estate and/or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in demand, and increases in costs for homeowners such as property taxes, homeowners association fees and availability and affordability of insurance; • low levels of customer confidence in the economy and/or the United States residential real estate industry; • low home and/or rental inventory levels or lack of affordably priced homes and rentals; • changes in interest rates, mortgage rates or down payment requirements and/or restrictions on mortgage financing availability; • changes to how real estate commissions are negotiated or paid, or changes to other industry standards and practices; • federal, state, or local legislative or regulatory changes that would negatively impact rental properties or the residential real estate industry; and/or • natural and man-made disasters and other catastrophic events, such as pandemics, hurricanes, earthquakes, wildfires, terrorist attacks and other events that disrupt local, regional, or national real estate markets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

18 edited+2 added−4 removed5 unchanged
Biggest changeOur regulatory compliance team uses third-party external auditors to perform independent testing against all systems in scope for our regulatory and customer- 38 Table of Contents driven compliance obligations. The audit cadence aligns with regulatory and customer-driven needs. The scope of our audits includes all systems that store, transmit or process data.
Biggest changeIn addition, management performs periodic third-party risk assessments, vulnerability testing, system and cloud security assessments against our information technology environment. Management also engages third-party external auditors to perform independent testing against all systems in scope for our regulatory and customer-driven compliance obligations.
Members of our legal, compliance, enterprise risk management and information security management teams provide information and updates on any significant issues related to these topics at the periodic Audit Committee meetings, which are typically held at least quarterly.
Members of our legal, compliance, enterprise risk management and information security management teams provide information and updates on any significant issues related to these topics at Audit Committee meetings, which are typically held at least quarterly.
Our enterprise risk management team maintains a steering committee that oversees and opines on our processes to identify, prioritize and assess key risks, including risks related to cybersecurity. The steering committee is composed of senior, cross-functional business leaders with visibility into our key risks.
Our enterprise risk management team maintains a steering committee that oversees and opines on our processes to identify, prioritize and assess key risks, including risks related to cybersecurity. The steering committee is composed of senior leaders with visibility into our key risks.
Cybersecurity events and incidents may be reported or detected through a variety of means, including emails to centralized information security addresses, our online information technology ticketing system, automatic alerts and incident detection systems, direct discovery by our information security team, or reports from a third party.
Cybersecurity events and incidents may be reported or detected through a variety of means, including emails to centralized information security addresses, our online information technology ticketing system, automatic alerts and incident detection systems, direct discovery by our information security team, or reports from employees or other third parties.
Risk Management, Strategy and Management Oversight We have an enterprise risk management function at Zillow Group responsible for the oversight and assessment of ongoing and emerging risks to our business operations and the integrity of our data, including the impact of cybersecurity risks.
Risk Management, Strategy and Management Oversight We have an enterprise risk management function responsible for the oversight and assessment of ongoing and emerging risks to our business operations and the integrity of our data, including the impact of cybersecurity risks.
We have a third-party service provider management program to manage cybersecurity risks associated with our use of these third-party service providers. The program includes the use of security questionnaires, review of statements of work and related information security addenda, procuring results of audits and compliance reviews and obtaining overviews of network infrastructure, among others.
To manage cybersecurity risks arising from our use of third parties, we have a third-party service provider management program which includes the use of security questionnaires, review of statements of work and related information security addenda, procuring results of audits and compliance reviews and obtaining overviews of network infrastructure, among others.
These vendors serve to support our existing processes and procedures and operate as an extension of our enterprise risk management and information security functions. Our internal audit team conducts security controls testing and provides independent validation that such controls are operating effectively on systems in scope for various regulatory and compliance requirements.
These vendors serve to support our existing processes and procedures and operate as an extension of our enterprise risk management and information security functions. Our internal audit team conducts security controls testing over systems in scope for various regulatory and compliance requirements.
Audit Committee member education is provided throughout the year through presentations to and discussions with the Audit Committee led by members of management, third-party consultants, our independent registered public accounting firm and legal counsel, on topics including information security, among others.
Audit Committee member education is provided throughout the year through presentations and discussions led by members of management, third-party consultants, our independent registered public accounting firm and legal counsel, on topics including information security, among others. Members of our Audit Committee have expertise in the technology industry as well as corporate risk management strategies.
Additionally, our incident response policies and procedures specify the process for initial investigation and containment procedures, remediation tactics, retention of documentation and internal and external communications. Our incident response policies and procedures also specify processes for analyzing the severity of an identified incident, which serve to dictate the escalation procedures to notify varying levels of our risk management team.
Additionally, our incident response policies and procedures specify the process for initial investigation and containment procedures, remediation tactics, retention of documentation and internal and external communications. Our incident response policies and procedures also specify processes for analyzing the severity of an identified incident.
Such members have expertise in the areas of risk management, business strategy, information technology, cybersecurity, legal and compliance, finance, communications, and business products, among others. In partnership with risk owners, this steering committee monitors risk exposures and verifies that efficient and effective risk-management strategies or acceptance and notification criteria are in place.
Such members have expertise in the areas of risk management, business strategy, information technology, cybersecurity, legal and compliance, finance, and business products, among others. In partnership with other stakeholders, this steering committee monitors risk exposures, promotes risk-management strategies, and implements acceptance and notification criteria.
The information security team is led by our Chief Information Security Officer (“CISO”) who is responsible for leading enterprise-wide cybersecurity strategy, including assessing and managing risks from cybersecurity threats, and implementing technical security controls by maintaining policies, standards and processes.
These frameworks guide our information security function in designing programs to assess cybersecurity risks and respond to cybersecurity incidents. The information security team is led by a designated Chief Information Security Officer (“CISO”) who is responsible for leading enterprise-wide cybersecurity strategy, including assessing and managing risks from cybersecurity threats, and implementing technical security controls by maintaining policies, standards and processes.
With more than 20 years of experience in the field of cybersecurity, our CISO has had extensive involvement with the information security function and the maintenance of a robust cybersecurity program. Our CISO has held data privacy and information security roles with increasing responsibility in the financial services, technology and casino industries and is a certified information systems security professional.
With more than 20 years of experience in the field of technology and cybersecurity, our CISO has had extensive involvement with the information security function and the maintenance of a robust cybersecurity program.
For more focused risk oversight, our Board committees are tasked with specific risk management roles. The Audit Committee oversees major enterprise risks and the steps management has taken to monitor and control such exposure, including risks to our information technology infrastructure and security.
Governance The Audit Committee oversees major enterprise risks and the steps management has taken to monitor and control such exposure, including risks to our information technology infrastructure and security.
We also maintain an information security function that oversees the protection of our information assets through a program informed by standards promoted by the National Institute of Standards and Technology cybersecurity framework and the Cyber Risk Institute’s Cyber Profile. These frameworks guide our information security function in designing programs to assess cybersecurity risks and prevent cybersecurity incidents.
The activities of the steering committee are overseen by the Audit Committee of our Board (the “Audit Committee”). We also maintain an information security function that oversees the protection of our information assets through a program informed by standards promoted by the National Institute of Standards and Technology cybersecurity framework and the Cyber Risk Institute’s Cyber Profile.
We take seriously our responsibility to protect sensitive consumer, customer and employee information. Given the data-driven nature of our business and the prevalent use of technology in operating our business, we face cybersecurity risks that could materially affect our business strategy, results of operations and financial condition.
Given the data-driven nature of our business and the prevalent use of technology in operating our business, we face cybersecurity risks inherent to our normal course of operation that, if realized, are reasonably likely to materially affect our business strategy, results of operations and financial condition.
We also perform periodic third-party risk assessments, vulnerability testing, system and cloud security assessments against our information technology systems. We engage a variety of third-party service providers to process and store data, including certain customer information, some of which may include personally identifiable information.
We engage a variety of third-party service providers to process and store data, including certain customer information, some of which may include personally identifiable information. We also depend on third-party service providers to host many of the systems and infrastructure used to provide our products and services.
We also depend on third-party service providers to host many of the systems and infrastructure used to provide our products and services. A limited number of third-party services support essential functions of our business, including the use of cloud-based technology.
A limited number of third-party services support essential functions of our business, including the use of cloud-based technology. We rely on these third parties to implement 36 Table of Contents their own cybersecurity programs and cannot ensure their effectiveness.
The information security team maintains incident response policies and procedures designed to help protect the integrity, availability and confidentiality of information and help prevent loss of service.
Our CISO has held data privacy and information security roles with increasing responsibility in heavily regulated industries such as financial services, technology and gaming and is a certified information systems security professional. The information security team maintains incident response policies and procedures designed to help protect the integrity, availability and confidentiality of information and help prevent loss of service.
Removed
The steering committee meets at least quarterly and its activities are overseen by the Audit Committee of our Board of Directors (“Board”).
Added
We take seriously our responsibility to protect sensitive consumer, customer and employee information and continually align our cybersecurity program with our overall business strategy. As of the date of this Annual Report on Form 10-K, we have not identified material risks from known cybersecurity threats that have materially affected Zillow Group.
Removed
Based upon the extent and type of services utilized, reviews of certain third-party engagements are coordinated through members of the following management teams: procurement, legal, compliance, enterprise risk management and information security risk management, among others, as applicable.
Added
Additionally, we conduct an annual cybersecurity awareness training to educate our employees and empower them to help prevent and respond to cybersecurity events and incidents.
Removed
Governance Our Board considers risk assessment and development of risk mitigation strategies to be a responsibility of the entire Board in consultation with the appropriate Board committees. The Board regularly engages in risk oversight on a broad range of matters, including challenges associated with strategic acquisitions, cybersecurity, regulatory and other legal and compliance matters.
Removed
Members of our Audit Committee have expertise in the technology industry as well as corporate risk management strategies. 39 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Purpose Approximate Square Feet (1) Principal Lease Expiration Dates Seattle, Washington (2) Corporate headquarters for Zillow Group 267,290 2032 Overland Park, Kansas General office space 70,373 2024 Irvine, California General office space 60,714 2027 Atlanta, Georgia General office space 51,822 2025 New York, New York General office space 49,159 2030 San Francisco, California General office space 26,646 2032 (1) Excludes square footage of subleased space.
Biggest changeLocation Purpose Approximate Square Feet (1) Principal Lease Expiration Dates Seattle, Washington Corporate headquarters for Zillow Group 113,470 2032 Irvine, California General office space 60,714 2027 Atlanta, Georgia General office space 51,822 2025 San Francisco, California General office space 26,646 2032 New York, New York General office space 22,119 2030 (1) Excludes square footage of subleased space.
Item 2. Properties. We have various operating leases for office space which are summarized as of December 31, 2023 in the table below. We believe our facilities are adequate for our current needs.
Item 2. Properties. We have various operating leases for office space which are summarized in the table below as of December 31, 2024. We believe our facilities are adequate for our current needs.
See Note 2 and Note 10 of Part II, Item 8 of this Annual Report on Form 10-K for more information about our lease commitments.
In addition, we lease office space in several other locations, primarily in the United States. See Note 2 and Note 9 of Part II, Item 8 of this Annual Report on Form 10-K for more information about our lease commitments.
Removed
(2) During the year ended December 31, 2023, we amended our existing office space lease for our corporate headquarters in Seattle, Washington to provide the landlord the option to terminate a portion of our lease prior to the original lease termination date. In December 2023, our landlord exercised their option to partially terminate our lease, effective June 30, 2024.
Removed
We have ceased use of all 151,275 square feet of terminated space, included in the table above, as of December 31, 2023. In addition, we lease office space in several other locations, primarily in the United States.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. For information regarding legal proceedings in which we are involved, see Note 16 under the subsection titled “Legal Proceedings” in our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Biggest changeItem 3. Legal Proceedings. For information regarding legal proceedings in which we are involved, see Note 15 under the subsection titled “Legal Proceedings” in our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring the three months ended December 31, 2023, we repurchased $58 million aggregate principal amount of convertible senior notes for $56 million in cash, plus accrued interest, which reduced the remaining dollar value available under the Repurchase Authorizations. 42 Table of Contents Performance Graph The following graph compares our cumulative total shareholder return on Zillow Group’s common and capital stock with the Nasdaq Composite Index and the RDG Internet Composite Index.
Biggest changePurchases of Equity Securities by the Issuer None. 38 Table of Contents Performance Graph The following graph compares our cumulative total shareholder return on Zillow Group’s Class A common stock and Class C capital stock with the Nasdaq Composite Index and the RDG Internet Composite Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our Class A common stock has traded on The Nasdaq Global Select Market under the symbol “ZG” since August 17, 2015 and under the symbol “Z” from July 20, 2011 through August 14, 2015.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our Class A common stock and Class C capital stock are traded on The Nasdaq Global Select Market under the symbols “ZG” and “Z”, respectively.
Dividends We have never declared or paid a cash dividend on our common or capital stock and we intend to retain all available funds and any future earnings to fund the development and growth of our business. We therefore do not anticipate paying any cash dividends on our common or capital stock in the foreseeable future.
This does not include beneficial holders whose stock is held in “street name” through brokers or other nominees. Dividends We have never declared or paid a cash dividend on our common or capital stock and we intend to retain all available funds and any future earnings to fund the development and growth of our business.
Holders of Record As of February 7, 2024, there were 291, three, and 154 holders of record of our Class A common stock, our Class B common stock, and our Class C capital stock, respectively.
Our Class B common stock is not listed and there is no established public trading market. Holders of Record As of February 4, 2025, there were 68, three, and 140 holders of record of our Class A common stock, our Class B common stock, and our Class C capital stock, respectively.
Removed
Our Class B common stock is not listed and there is no established public trading market. Our Class C capital stock has traded on The Nasdaq Global Select Market under the symbol “Z” since August 17, 2015. Prior to that time, there was no public market for our Class C capital stock.
Added
We therefore do not anticipate paying any cash dividends on our common or capital stock in the foreseeable future.
Removed
Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities Recent Sales of Unregistered Securities There were no sales of unregistered securities during the three months ended December 31, 2023. 41 Table of Contents Purchases of Equity Securities by the Issuer The following table summarizes our Class A common stock and Class C capital stock repurchases during the three months ended December 31, 2023 (in millions, except share data which are presented in thousands, and per share amounts): Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) Period Class A common stock Class C capital stock Class A common stock Class C capital stock October 1 - October 31, 2023 365 1,574 $ 37.59 $ 37.96 1,939 $ 840 November 1 - November 30, 2023 72 326 35.60 36.23 398 770 December 1 - December 31, 2023 — — — — — 770 Total 437 1,900 2,337 (1) On December 2, 2021, the Board of Directors authorized a stock repurchase program granting the authority to repurchase up to $750 million of our Class A common stock, Class C capital stock or a combination thereof.
Added
Recent Sales of Unregistered Securities Except as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024, there were no unregistered sales of equity securities during the three months ended December 31, 2024.
Removed
On May 4, 2022, the Board of Directors authorized the repurchase of up to an additional $1 billion of our Class A common stock, Class C capital stock or a combination thereof. On November 1, 2022, the Board of Directors further expanded these authorizations to allow for the repurchase of a portion of our outstanding convertible senior notes.
Removed
On July 31, 2023, the Board authorized the repurchase of up to an additional $750 million of Class A common stock, Class C capital stock, outstanding convertible senior notes or a combination thereof (together with the previous authorizations, “Repurchase Authorizations”). The Repurchase Authorizations do not have an expiration date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net loss for each of the periods presented (in millions): Year Ended December 31, 2023 2022 Reconciliation of Adjusted EBITDA to Net Loss: Net loss $ (158) $ (101) Loss from discontinued operations, net of income taxes — 13 Income taxes 4 3 Other income, net (151) (43) Depreciation and amortization 187 150 Share-based compensation 451 433 Impairment and restructuring costs 19 24 Acquisition-related costs 4 — Gain on extinguishment of debt (1) — Interest expense 36 35 Adjusted EBITDA $ 391 $ 514 50 Table of Contents Costs and Expenses, Gross Profit and Other Items % of Total Revenue Year Ended December 31, 2022 to 2023 Year Ended December 31, 2023 2022 $ Change % Change 2023 2022 (in millions, except percentages) Cost of revenue $ 421 $ 367 $ 54 15 % 22 % 19 % Gross profit 1,524 1,591 (67) (4) 78 81 Operating expenses: Sales and marketing 658 664 (6) (1) 34 34 Technology and development 560 498 62 12 29 25 General and administrative 553 498 55 11 28 25 Impairment and restructuring costs 19 24 (5) (21) 1 1 Acquisition-related costs 4 — 4 N/A — — Total operating expenses 1,794 1,684 110 7 92 86 Gain on extinguishment of debt 1 — 1 N/A — — Other income, net 151 43 108 251 8 2 Interest expense (36) (35) (1) (3) (2) (2) Income tax expense (4) (3) (1) (33) — — Cost of Revenue Cost of revenue consists of expenses related to operating our mobile applications and websites, including associated headcount-related expenses, such as salaries, benefits, bonuses and share-based compensation expense, as well as revenue-sharing costs related to our commercial business relationships, depreciation expense, and costs associated with hosting our mobile applications and websites.
Biggest changeThe following table presents a reconciliation of Adjusted EBITDA to net loss for each of the periods presented (in millions): Year Ended December 31, 2024 2023 Reconciliation of Adjusted EBITDA to Net Loss: Net loss $ (112) $ (158) Income taxes 5 4 Other income, net (127) (151) Depreciation and amortization 240 187 Share-based compensation 448 451 Impairment and restructuring costs 6 19 Acquisition-related costs 1 4 Loss (gain) on extinguishment of debt 1 (1) Interest expense 36 36 Adjusted EBITDA $ 498 $ 391 Costs and Expenses, Gross Profit and Other Items % of Total Revenue Year Ended December 31, 2023 to 2024 Year Ended December 31, 2024 2023 $ Change % Change 2024 2023 (in millions, except percentages) Cost of revenue $ 527 $ 421 $ 106 25 % 24 % 22 % Gross profit 1,709 1,524 185 12 76 78 Operating expenses: Sales and marketing 790 658 132 20 35 34 Technology and development 585 560 25 4 26 29 General and administrative 524 553 (29) (5) 23 28 Impairment and restructuring costs 6 19 (13) (68) — 1 Acquisition-related costs 1 4 (3) (75) — — Total operating expenses 1,906 1,794 112 6 85 92 Gain (loss) on extinguishment of debt (1) 1 (2) N/A — — Other income, net 127 151 (24) (16) 6 8 Interest expense 36 36 — — 2 2 Income tax expense 5 4 1 25 — — Cost of Revenue Cost of revenue consists of expenses related to operating our mobile applications and websites, including associated headcount-related expenses, such as salaries, benefits, bonuses and share-based compensation expense, as well as revenue-sharing costs related to our commercial business relationships, depreciation expense, and costs associated with hosting our mobile applications and websites.
The changes in operating assets and liabilities are primarily related to a $59 million increase in mortgage loans held for sale due to an increase in purchase loan origination volume, a $30 million decrease in lease liabilities primarily due to contractual lease payments, a $24 million increase in accounts receivable primarily due to an increase in revenue from products and services billed in arrears, a $21 million increase in contract cost assets primarily due to capitalized sales commissions, an $18 million decrease in accrued expenses and other current liabilities driven by the timing of payments, a $17 million increase in prepaid expenses and other current assets primarily due to an increase in revenue from products and services billed in arrears, and a $2 million decrease in other long-term liabilities.
The changes in operating assets and liabilities are primarily related to a $59 million increase in mortgage loans held for sale due to an increase in purchase loan origination volume, a $30 million decrease in lease liabilities primarily due to contractual lease payments, a $24 million increase in accounts receivable primarily due to an increase in revenue from products and services billed in arrears, a $21 million increase in contract cost assets primarily due to capitalized sales commissions, an $18 million decrease in accrued expenses and other current liabilities driven by the timing of payments, a $17 million increase in prepaid expenses and other current assets primarily due to an increase in accrued revenue, and a $2 million decrease in other long-term liabilities.
We believe that the estimates, judgments and assumptions associated with accounting for certain revenue offerings, website and software development costs, business combinations, including the initial and subsequent fair value measurements of assets (primarily intangible assets), liabilities and contingent consideration, recoverability of intangible assets with definite lives and other long-lived assets, recoverability of goodwill and share-based compensation have the greatest potential impact on our consolidated financial statements.
We believe that the estimates, judgments and assumptions associated with accounting for certain revenue offerings, website and software development costs, business combinations, including the initial and subsequent fair value measurements of assets (primarily intangible assets), liabilities and contingent consideration, recoverability of intangible assets with definite lives and other long-lived assets, and share-based compensation have the greatest potential impact on our consolidated financial statements.
We believe highly engaged consumers are more likely to use our products and services, including Zillow Homes Loans, or be transaction-ready real estate market participants and therefore are more sought-after by our Premier Agent partners. We define a visit as a group of interactions by users with the Zillow, Trulia and StreetEasy mobile applications and websites.
We believe highly engaged consumers are more likely to use our products and services, including Zillow Homes Loans, or be transaction-ready real estate market participants and therefore more sought-after by our Premier Agent partners. We define a visit as a group of interactions by users with our Zillow, Trulia and StreetEasy mobile applications and websites.
When an interest rate lock commitment is made to a customer, we record the expected gain on sale of the mortgage, plus the estimated earnings from the expected sale of the associated servicing rights, adjusted for a pull-through percentage (which represents the probability that an interest rate lock commitment will ultimately result in a closed loan), as revenue.
When an IRLC is made to a customer, we record the expected gain on sale of the mortgage, plus the estimated earnings from the expected sale of the associated servicing rights, adjusted for a pull-through percentage (which represents the probability that an interest rate lock commitment will ultimately result in a closed loan), as revenue.
The acquisition of Follow Up Boss includes the potential for the future payment of consideration that is contingent upon the achievement of certain performance metrics. The fair value of contingent consideration is recorded as a liability in our consolidated balance sheets and is estimated at the acquisition date using a Monte Carlo simulation and unobservable inputs.
The acquisition of Follow Up Boss includes the potential for the future payment of consideration that is contingent upon the achievement of certain performance metrics. The fair value of contingent consideration is recorded as a liability in our consolidated balance sheets and was estimated at the acquisition date using a Monte Carlo simulation and unobservable inputs.
Premier Agent products, which include the delivery of validated customer connections, or leads, are offered on a share of voice (“market-based pricing”) and pay for performance basis.
Premier Agent products, which include the delivery of validated customer connections, or leads, are offered on a share of voice (“market-based pricing”) and pay for performance (“Flex”) basis.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the sections titled “Note Regarding Forward Looking Statements” and “Risk Factors”. Overview of our Business Zillow Group is reimagining real estate to make home a reality for more and more people.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the sections titled “Note Regarding Forward-Looking Statements” and “Risk Factors . ” Overview of our Business Zillow Group is reimagining real estate to make home a reality for more and more people.
Amounts on deposit with third-party financial institutions exceed the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation insurance limits, as applicable. As of December 31, 2023, Zillow Group and its subsidiaries were in compliance with all debt covenants specified in the facilities described below.
Amounts on deposit with third-party financial institutions exceed the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation insurance limits, as applicable. As of December 31, 2024, Zillow Group and its subsidiaries were in compliance with all debt covenants specified in the facilities described below.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted For information about our recently adopted accounting standards and recently issued accounting standards not yet adopted, see Note 2 of the accompanying Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. 61 Table of Contents
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted For information about our recently adopted accounting standards and recently issued accounting standards not yet adopted, see Note 2 of the accompanying Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. 55 Table of Contents
Similar discussion of our 2021 financial condition and results and year-to-year comparisons between 2022 and 2021 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Similar discussion of our 2022 financial condition and results and year-to-year comparisons between 2023 and 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Residential revenue includes revenue generated by our Premier Agent and new construction marketplaces, as well as revenue from the sale of advertising and business technology solutions for real estate professionals through StreetEasy for-sale product offerings, ShowingTime+, including Listing Showcase, and upon acquisition on December 8, 2023, Follow Up Boss.
Residential revenue includes revenue generated by our Premier Agent and new construction marketplaces, as well as revenue from the sale of advertising and business technology solutions for real estate professionals through ShowingTime+, StreetEasy for-sale product offerings and, upon acquisition on December 8, 2023, Follow Up Boss.
For additional information on these acquisitions, see Note 7 in our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Credit Facilities Zillow Home Loans operations impact our liquidity and capital resources as a cash intensive business that funds mortgage loans originated for resale in the secondary market.
For additional information on these authorizations, see Note 10 and Note 12 in our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Credit Facilities Zillow Home Loans operations impact our liquidity and capital resources as a cash intensive business that funds mortgage loans originated for resale in the secondary market.
Our portfolio of affiliates, subsidiaries and brands includes Zillow Premier Agent, Zillow Home Loans, our mortgage originations business and affiliate lender, Zillow Rentals, Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry, including ShowingTime+, Spruce and Follow Up Boss.
Our portfolio of affiliates, subsidiaries and brands includes Zillow Premier Agent, Zillow Home Loans, our mortgage origination operations and affiliate lender, Zillow Rentals, Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry, including ShowingTime+, Spruce and Follow Up Boss.
Cost of revenue also includes credit card fees and ad serving costs paid to third parties, direct costs to provide our rental applications product, and direct costs to originate mortgage loans, including underwriting and processing costs.
Cost of revenue also includes credit card fees and ad serving costs paid to third 46 Table of Contents parties, direct costs to provide our rental applications product, and direct costs to originate mortgage loans, including underwriting and processing costs.
Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives.
Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their 53 Table of Contents estimated useful lives.
Mortgages revenue primarily includes revenue generated through mortgage originations and the related sale of mortgages on the secondary market through Zillow Home Loans and from advertising sold to mortgage lenders and other mortgage professionals on a cost per lead basis, including our Custom Quote and Connect services. Other. Other revenue includes revenue generated primarily by display advertising.
Mortgages revenue primarily includes revenue generated through mortgage originations and the related sale of mortgages on the secondary market through Zillow Home Loans and revenue from advertising sold to mortgage lenders and other mortgage professionals on a cost per lead basis through our Custom Quote and Connect services. Rentals.
Rentals revenue includes advertising and a suite of tools sold to property managers, landlords and other rental professionals on a cost per lead, lease, listing or impression basis or for a fixed fee for certain advertising packages through both the Zillow and StreetEasy brands.
Rentals revenue includes advertising and a suite of tools sold to property managers on a cost per lead, lease, listing or impression basis or for a fixed fee for certain advertising packages through both the Zillow and StreetEasy brands.
For additional information regarding this contingent consideration, see Note 4 and Note 7 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Purchase Obligations - We have non-cancellable purchase obligations for content related to our mobile applications and websites and certain cloud computing costs.
Purchase Obligations - We have non-cancellable purchase obligations for content related to our mobile applications and websites and certain cloud computing costs. For additional information regarding our purchase obligations, see Note 15 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
The following discussion focuses on 2023 and 2022 financial condition and results of operations and year-to-year comparisons between 2023 and 2022.
The following discussion focuses on 2024 and 2023 financial condition and results of operations and year-to-year comparisons between 2024 and 2023.
These increases were partially offset by a decrease of $3 million in third-party professional service fees. General and Administrative General and administrative expenses consist of headcount-related expenses, including salaries, benefits, bonuses and share-based compensation expense for executive, finance, accounting, legal, human resources, recruiting, corporate information technology costs and other administrative support.
These increases were partially offset by a $9 million decrease in third-party professional service fees driven by active cost management. General and Administrative General and administrative expenses consist of headcount-related expenses, including salaries, benefits, bonuses and share-based compensation expense for executive, finance, accounting, legal, human resources, recruiting, corporate information technology costs and other administrative support.
As of December 31, 2023, after the effects of our cumulative share and convertible debt repurchases, $770 million remained available for future repurchases pursuant to the Repurchase Authorizations, which repurchases decrease our liquidity and capital resources when effected.
As of December 31, 2024, after the effects of our cumulative share and convertible debt repurchases, $381 million remained available for future repurchases pursuant to the Repurchase Authorizations, which repurchases decrease our liquidity and capital resources when effected.
We recorded income tax expense of $4 million and $3 million for the years ended December 31, 2023 and 2022, respectively, primarily driven by state taxes. Refer to Note 12 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our income taxes.
We recorded income tax expense of $5 million and $4 million for the years ended December 31, 2024 and 2023, respectively, primarily driven by state taxes. Refer to Note 11 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our income taxes.
The convertible notes are senior unsecured obligations, and interest on the convertible notes is paid semi-annually.
The 2025 Notes are senior unsecured obligations, and interest on the 2025 Notes is paid semi-annually.
In future periods, we expect our share-based compensation expense to decrease as existing awards continue to vest over their respective periods and we focus on mitigating dilution as we issue new awards.
We expect our share-based compensation expense to decrease in 2025 compared to 2024 as existing awards continue to vest over their respective periods and we focus on mitigating dilution as we issue new awards.
For additional information regarding these costs, see Note 3 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. 52 Table of Contents Other Income, net Other income, net consists primarily of interest income earned on our cash, cash equivalents and investments, and fair value adjustments on an outstanding warrant.
For additional information regarding impairment costs, see Note 9 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Other Income, net Other income, net consists primarily of interest income earned on our cash, cash equivalents and investments and fair value adjustments on an outstanding warrant.
Refer to Note 11 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information on Zillow Group’s warehouse line of credit and master repurchase agreements.
Refer to Note 10 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information on Zillow Group’s master repurchase agreements.
Our actual results could differ from these estimates, and the health of the housing market and the broader economy have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact our estimates.
Our actual results could differ from these estimates, and the health of the housing market and the broader economy has resulted in significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact our estimates.
For additional information regarding our purchase obligations, see Note 16 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
For additional information on this partnership, see Note 19 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
Some of these limitations are: • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA does not reflect the results of discontinued operations; • Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments; • Adjusted EBITDA does not reflect impairment and restructuring costs; • Adjusted EBITDA does not reflect acquisition-related costs; • Adjusted EBITDA does not reflect the gain on extinguishment of debt; • Adjusted EBITDA does not reflect interest expense or other income, net; • Adjusted EBITDA does not reflect income taxes; and • Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently from the way we do, limiting its usefulness as a comparative measure.
Some of these limitations are: • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments; • Adjusted EBITDA does not reflect impairment and restructuring costs; • Adjusted EBITDA does not reflect acquisition-related costs; • Adjusted EBITDA does not reflect the gain (loss) on extinguishment of debt; • Adjusted EBITDA does not reflect interest expense or other income, net; • Adjusted EBITDA does not reflect income taxes; and • Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently from the way we do, limiting its usefulness as a comparative measure. 45 Table of Contents Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results.
For additional information regarding impairment costs, see Note 10 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information on leases, see Note 9 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Health of Housing Market 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, fewer new for-sale listings, increases and volatility in mortgage interest rates, as well as home price fluctuations and inflationary conditions.
Health of Housing Market 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, volatility in mortgage interest rates, volatility in rental occupancy rates, as well as home price fluctuations and inflationary conditions.
During the year ended December 31, 2023, we repurchased a total of $58 million aggregate principal amount of the 2025 Notes through open market transactions for $57 million in cash, including accrued interest. There were no repurchases of convertible senior notes during the year ended December 31, 2022.
During the year ended December 31, 2023, we repurchased a total of $58 million aggregate principal amount of the 2025 Notes through open market transactions for $57 million in cash, including accrued interest.
For our market-based pricing offering, connections are distributed to Premier Agent partners in proportion to their share of voice, or a Premier Agent partner’s share of total advertising purchased in a particular zip code. Connections are delivered when customer contact information is provided to Premier Agent partners.
For our market-based pricing offering, connections are distributed to Premier Agent partners in proportion to their share of voice, or a Premier Agent partner’s share of total advertising purchased in a particular zip code.
Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee. Mortgages.
Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee. Other. Other revenue includes revenue generated primarily by display advertising.
For additional information regarding our revenue recognition policies, see Note 2 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Financial Overview For the years ended December 31, 2023 and 2022, we generated revenue of $1.9 billion and $2.0 billion, respectively, representing a year-over-year decrease of 1%.
For additional information on our revenue categories, see Note 2 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Financial Overview For the years ended December 31, 2024 and 2023, we generated total revenue of $2.2 billion and $1.9 billion, respectively, representing a year-over-year increase of 15%.
We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable U.S. generally accepted accounting principles (“GAAP”) financial measure. 49 Table of Contents We have included Adjusted EBITDA in this Annual Report on Form 10-K 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.
We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. We have included Adjusted EBITDA in this Annual Report on Form 10-K 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.
We have accumulated federal tax losses of approximately $1.4 billion as of December 31, 2023, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $56 million (tax effected) as of December 31, 2023.
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.
With these pricing models, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into closed real estate transactions or secured leases and the value of those transactions. As of December 31, 2023, we accrued $90 million in revenue associated with these products.
With these pricing models, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into closed real estate transactions or secured leases and the value of those transactions. As of December 31, 2024, we recorded a contract asset of $157 million associated with these products.
A single visit can contain multiple page views and actions, and a single user can open multiple visits across domains, web browsers, desktop or mobile devices. Visits can occur on the same day, or over several days, weeks or months. Zillow and StreetEasy measure visits with Google Analytics, and Trulia measures visits with Adobe Analytics.
A single visit can contain multiple page views and actions, and a single user can open multiple visits across domains, web browsers, desktop or mobile devices. Visits can occur on the same day, or over several days, weeks or months.
Investments consist of fixed income securities, which include U.S. government treasury securities, U.S. government agency securities, investment grade corporate securities, and commercial paper. Restricted cash primarily consists of amounts held in escrow related to indemnification holdbacks for certain of our acquisitions and amounts used to fund customer home purchases in our mortgage origination business.
Investments consist of fixed income securities, which include U.S. government treasury securities, investment grade corporate securities, U.S. government agency securities, and commercial paper. Restricted cash primarily consists of amounts used to fund customer home purchases in our mortgage origination operations.
Loan Origination Volume Loan origination volume is an important metric as it is a measure of how successful we are at the origination of mortgage loan products through our mortgage origination business, Zillow Home Loans, which directly impacts our Mortgages revenue. Loan origination volume represents the total value of mortgage loan originations closed through Zillow Home Loans during the period.
Loan Origination Volume Loan origination volume is an important metric as it is a measure of how successful we are at the origination of mortgage loan products through our Zillow Home Loans mortgage origination operations, which directly impacts our Mortgages revenue.
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 interest rate lock commitments 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. • Rentals revenue increased $83 million, or 30%.
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 44 Table of Contents 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.
The increase in Rentals revenue was also driven by growth in average monthly rentals unique visitors which increased 8% to 28 million during the year ended December 31, 2023 from 26 million during the year ended December 31, 2022, primarily driven by the increase in active rental listings.
The increase in Rentals revenue was also driven by growth in average monthly rentals unique visitors which increased 11% to 31 million during the year ended December 31, 2024, from 28 million during the year ended December 31, 2023.
The following table presents selected cash flow data for the periods presented (in millions): Year Ended December 31, 2023 2022 Cash Flow Data: Net cash provided by operating activities $ 354 $ 4,504 Net cash provided by (used in) investing activities 25 (1,533) Net cash used in financing activities (352) (4,341) Cash Flows Provided By Operating Activities Our operating cash flows result primarily from cash received from real estate professionals, rental professionals, mortgage professionals, builders and brand advertisers, as well as cash received from sales of mortgages originated by Zillow Home Loans and, prior to September 30, 2022, from customers for sales of homes through Zillow Offers.
Summarized Cash Flow Information The following table presents selected cash flow data for the periods presented (in millions): Year Ended December 31, 2024 2023 Cash Flow Data: Net cash provided by operating activities $ 428 $ 354 Net cash provided by investing activities 395 25 Net cash used in financing activities (1,233) (352) Cash Flows Provided By Operating Activities Our operating cash flows result primarily from cash received from real estate professionals, rental professionals, mortgage professionals, builders and brand advertisers, as well as cash received from sales of mortgages originated by Zillow Home Loans.
If an individual accesses more than one of our websites in a single month, the first access to each website is counted as a separate unique user since unique users are tracked separately for each domain. Zillow, StreetEasy and HotPads measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.
If an individual accesses more than one of our websites in a single month, the first access to each website is counted as a separate unique user since unique users are tracked separately for each domain. Prior to January 1, 2024, we measured unique users for Zillow, StreetEasy and HotPads using Universal Analytics.
The Repurchase Authorizations do not have an expiration date. During the year ended December 31, 2023, we repurchased 2.2 million shares of Class A common stock and 7.3 million shares of Class C capital stock at an average price of $46.45 and $43.94 per share, respectively, for an aggregate purchase price of $103 million and $321 million, respectively.
The Repurchase Authorizations do not have an expiration date. During the year ended December 31, 2024, we repurchased 1.1 million shares of Class A common stock and 6 million shares of Class C capital stock at an average price of $42.26 and $42.45 per share, respectively, for an aggregate purchase price of $46 million and $255 million, respectively.
Cash Flows Used In Financing Activities Our primary financing activities have resulted from proceeds from the issuance of Class C capital stock, repurchases of Class A common stock and Class C capital stock, the exercise of employee option awards, repayments of borrowings on the warehouse line of credit and master repurchase agreements related to Zillow Home Loans, settlement of long term debt including repurchases of the 2025 Notes, and, prior to September 30, 2022, our Zillow Offers securitization term loans, proceeds from our Zillow Offers securitization transaction, and proceeds from and repayments of borrowings on our credit facilities related to Zillow Offers.
Cash Flows Used In Financing Activities Our primary financing activities include repurchases of Class A common stock and Class C capital stock, the exercise of employee option awards, repayments of borrowings on the warehouse line of credit and master repurchase agreements related to Zillow Home Loans and settlement of long-term debt including a portion of the Notes.
As of December 31, 2023 and December 31, 2022, 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.
Income Taxes We are subject to income taxes in the United States (federal and state) and certain foreign jurisdictions. As of December 31, 2024 and December 31, 2023, 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.
The weighted-average expected life of the option awards is estimated based on our historical exercise data. 60 Table of Contents We will continue to use judgment in evaluating the expected volatility and expected terms utilized for our share-based compensation expense calculations on a prospective basis.
The weighted-average expected life of the option awards is estimated based on our historical exercise data. We will continue to use judgment in evaluating the expected volatility and expected terms utilized for our share-based compensation expense calculations on a prospective basis. Actual results, and future changes in estimates, may differ substantially from management’s current estimates.
The following table summarizes our warehouse line of credit and master repurchase agreements as of the periods presented (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Outstanding Borrowings at December 31, 2023 Outstanding Borrowings at December 31, 2022 Weighted Average Interest Rate UBS AG (1) October 9, 2024 $ 100 $ 45 $ — 7.08 % JPMorgan Chase Bank, N.A.
The following table summarizes our master repurchase agreements as of the periods presented (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Outstanding Borrowings at December 31, 2024 Outstanding Borrowings at December 31, 2023 Weighted Average Interest Rate at December 31, 2024 UBS AG (1) September 5, 2025 $ 150 $ 73 $ 45 6.07 % JPMorgan Chase Bank, N.A.
Impairment and Restructuring Costs Impairment and restructuring costs were $19 million and $24 million for the years ended December 31, 2023 and 2022, respectively. The year ended December 31, 2023 includes impairment costs of $16 million associated with changes in the use of certain office spaces in our lease portfolio and employee termination costs of $3 million.
Impairment and Restructuring Costs Impairment and restructuring costs were $6 million and $19 million for the years ended December 31, 2024 and 2023, respectively, and were primarily associated with changes in the use of certain office spaces in our lease portfolio.
Subsequent to the acquisition date, at each reporting period until the contingencies are resolved, the contingent consideration is remeasured at current fair value with changes recorded in our consolidated statements of operations.
These inputs included the probabilities of the achievement of certain performance metrics and the related discount rates. Subsequent to the acquisition date, at each reporting period until the contingencies are resolved, the contingent consideration is remeasured at current fair value with changes recorded in our consolidated statements of operations.
Sources of Liquidity As of December 31, 2023 and 2022, we had cash and cash equivalents, investments and restricted cash of $2.8 billion and $3.4 billion, respectively. Cash and cash equivalents balances consist of operating cash on deposit with financial institutions and money market funds.
Sources of Liquidity As of December 31, 2024 and 2023, we had cash and cash equivalents, investments and restricted cash of $1.9 billion and $2.8 billion, respectively. Cash and cash equivalents balances consist of operating cash on deposit with financial institutions, money market funds, U.S. government treasury securities, and commercial paper.
Adjusted EBITDA The following table summarizes net loss, which includes the impact of discontinued operations, and Adjusted EBITDA, which excludes the impact of discontinued operations (in millions, except percentages): % of Revenue Year Ended December 31, 2022 to 2023 Year Ended December 31, 2023 2022 $ Change % Change 2023 2022 Net loss $ (158) $ (101) $ (57) (56) % (8) % (5) % Adjusted EBITDA $ 391 $ 514 $ (123) (24) % 20 % 26 % To provide investors with additional information regarding our financial results, we have disclosed Adjusted EBITDA, a non-GAAP financial measure, within this Annual Report on Form 10-K.
Adjusted EBITDA The following table summarizes net loss and Adjusted EBITDA (in millions, except percentages): % of Revenue Year Ended December 31, 2023 to 2024 Year Ended December 31, 2024 2023 $ Change % Change 2024 2023 Net loss $ (112) $ (158) $ 46 29 % (5) % (8) % Adjusted EBITDA $ 498 $ 391 $ 107 27 % 22 % 20 % To provide investors with additional information regarding our financial results, we have disclosed Adjusted EBITDA, a non-GAAP financial measure, in this Annual Report on Form 10-K.
Contractual Obligations and Other Commitments Convertible Senior Notes - Includes the aggregate principal amounts of the 2024 Notes, 2025 Notes and 2026 Notes due on their contractual maturity dates, as well as the associated coupon interest. As of December 31, 2023, we have an outstanding aggregate principal amount of $1.6 billion, $608 million of which is payable within 12 months.
Contractual Obligations and Other Commitments Notes - Includes the aggregate principal amount of the 2025 Notes due on their contractual maturity date, as well as the associated coupon interest. As of December 31, 2024, we have an outstanding aggregate principal amount of $419 million and associated future interest payments totaling $6 million, both of which are payable within 12 months.
General and administrative expenses also include legal settlement costs and estimated legal liabilities, legal, accounting and other third-party professional service fees, rent expense, depreciation expense and bad debt expense.
General and administrative expenses also include legal settlement costs and 47 Table of Contents estimated legal liabilities, legal, accounting and other third-party professional service fees, rent expense, depreciation expense, change in the fair value of contingent consideration, and bad debt expense.
Despite the industry headwinds and total transaction value declines, we continue to invest in our growth pillars. We believe this continued investment has resulted in year over year total revenue results, described below, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, that exceeded industry performance for the same period.
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 year ended December 31, 2024 as compared to the year ended December 31, 2023, that exceeded industry performance for the same period.
Average monthly rentals unique visitors are measured with Comscore data, which includes average monthly unique visitors on rental listings on Zillow, Trulia and HotPads mobile apps and websites.
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.
Amounts exclude an immaterial amount of estimated interest payments. Operating Lease Obligations - Our lease portfolio primarily comprises operating leases for our office space. For additional information regarding our operating leases and associated obligations, see Note 10 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information regarding our operating leases and associated obligations, see Note 9 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information regarding the August 2022 Equity Award Actions, see Note 14 in our Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information on the Follow Up Boss acquisition, see Note 6 in our Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Mortgages.
Ongoing investments include, but are not limited to, improvements in our technology platforms, investments in new products and services, and continued investments in sales and marketing. We also use cash flows from operations to service our debt obligations.
We continue to invest in the development and expansion of our operations using available cash flows from operations. Ongoing investments include, but are not limited to, improvements in our technology platforms, investments in new products and services, and continued investments in sales and marketing.
The extent to which market factors impact our results and financial position will depend on future developments, which are uncertain and difficult to predict.
The extent to which market factors impact our results and financial position will depend on future developments, which are uncertain and difficult to predict. Revenue Overview Our revenue is classified into four categories: Residential, Mortgages, Rentals and Other.
Gain on sale margin represents the net gain on sale of mortgage loans divided by total loan origination volume for the period.
The increase in mortgage originations revenue was also attributable to a 22% increase 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.
Sales and Marketing Sales and marketing expenses consist of advertising costs and other sales expenses related to promotional and marketing activities, headcount-related expenses, including salaries, commissions, benefits, bonuses and share-based compensation expense for sales, sales support, customer support, including the customer connections team and mortgage loan officers and specialists, marketing and public relations employees, depreciation expense and amortization of certain intangible assets recorded in connection with acquisitions, including trade names and trademarks and customer relationships. 51 Table of Contents Sales and marketing expenses decreased $6 million, or 1%, due to decreases of $7 million in marketing and advertising costs and $4 million in third-party professional service fees, both driven by active cost management, a $2 million decrease in depreciation and amortization expense and a $2 million decrease in trade shows and events.
Sales and Marketing Sales and marketing expenses consist of advertising costs and other sales expenses related to promotional and marketing activities, headcount-related expenses, including salaries, commissions, benefits, bonuses and share-based compensation expense for sales, sales support, customer support, including the customer connections team and mortgage loan officers and specialists, marketing and public relations employees, depreciation expense and amortization of certain intangible assets recorded in connection with acquisitions, including trade names and trademarks and customer relationships.
We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operations, debt financing and equity offerings, as applicable. 53 Table of Contents Summarized Cash Flow Information The cash flows related to discontinued operations have not been separated.
We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operations, debt financing and equity offerings, as applicable.
We use the Black-Scholes-Merton option-pricing model to determine the fair value for option awards and recognize compensation expense on a straight-line basis over the option awards’ vesting period. Determining the fair value of option awards at the grant date requires judgment. In valuing our option awards, we make assumptions about risk-free interest rates, dividend yields, volatility, and weighted-average expected lives.
We use the Black-Scholes-Merton option-pricing model to determine the fair value for option awards and recognize compensation expense on a straight-line basis over the option awards’ vesting period. 54 Table of Contents Determining the fair value of option awards at the grant date requires judgment.
The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in millions, except percentages): Year Ended December 31, 2022 to 2023 % Change 2023 2022 Purchase loan origination volume $ 1,534 $ 794 93 % Refinance loan origination volume 16 750 (98) % Total loan origination volume $ 1,550 $ 1,544 — % Purchase loan origination volume increased during the year ended December 31, 2023 due to continued growth in Zillow Home Loans purchase loan originations.
Loan origination volume represents the total value of mortgage loan originations closed through Zillow Home Loans during the period. 43 Table of Contents The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in millions, except percentages): Year Ended December 31, 2023 to 2024 % Change 2024 2023 Purchase loan origination volume $ 3,092 $ 1,534 102 % Refinance loan origination volume 27 16 69 % Total loan origination volume $ 3,119 $ 1,550 101 % Total loan origination volume increased during the year ended December 31, 2024 due to continued growth in Zillow Home Loans purchase loan originations.
Liquidity and Capital Resources Our primary sources of liquidity and capital resources are cash flows from operations, debt financing and equity offerings. Our cash requirements consist principally of working capital, general corporate needs and mortgage loan originations. We continue to invest in the development and expansion of our operations using available cash flows from operations.
We will continue to monitor and refine our assessment as further guidance is made available. 48 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity and capital resources are cash flows from operations, debt financing and equity offerings. Our cash requirements consist principally of working capital, general corporate needs and mortgage loan originations.
To the extent our Class C capital stock price rises above those levels, we may redeem the 2024 Notes and/or 2026 Notes, in which case, we would expect to settle any conversions in cash up to the principal amount and shares of Class C capital stock for any conversion obligation in excess of the principal amount.
If we elect to redeem the 2025 Notes, we would expect to settle any conversions in cash up to the principal amount and shares of Class C capital stock for any conversion obligation in excess of the principal amount. Settlement of 2026 Notes.
Cost of revenue increased $54 million, or 15%, primarily driven by increases of $38 million in depreciation and amortization expense due to an increase in website development costs, $10 million in ad serving costs, $7 million in software and hardware costs and $7 million in mortgage loan processing costs due to increased purchase loan origination volume.
Cost of revenue increased $106 million, or 25%, primarily driven by increases of $58 million in depreciation and amortization expense due to an increase in website development costs, $15 million in mortgage loan processing costs due to increased purchase loan origination volume, $10 million in lead acquisition costs related to partnerships, $7 million in connectivity costs, $5 million in headcount-related expenses, including share-based compensation expense, and $4 million in software and hardware costs.
The increase in Rentals revenue was primarily due to a 21% increase in quarterly revenue per average monthly rentals unique visitor to $3.19 for the year ended December 31, 2023 as compared to $2.63 for the year ended December 31, 2022, primarily driven by lower occupancy rates and the corresponding increase in advertising spend from multifamily property managers as well as growth in multifamily property listings.
The increase in Rentals revenue was primarily due to a 15% increase in quarterly revenue per average monthly rentals unique visitor to $3.65 for the year ended December 31, 2024 as compared to $3.19 for the year ended December 31, 2023, primarily driven by growth in multifamily property listings, which drove a 42% increase in multifamily rentals revenue.
With the Flex model, Premier Agent partners are provided with validated leads at no initial cost and pay a performance advertising fee only when a real estate transaction is closed with one of the leads, generally within two years. 45 Table of Contents New construction revenue primarily includes advertising services sold to home builders on a cost per residential community or cost per impression basis.
With the Flex model, Premier Agent partners are provided with leads at no initial cost and pay a performance advertising fee only when a real estate transaction is closed with one of the leads, generally within two years.
These cash outflows were partially offset by $72 million of proceeds from the exercise of option awards and $56 million of net borrowings on our warehouse line of credit and master repurchase agreements related to Zillow Home Loans.
These cash outflows were partially offset by $72 million of proceeds from the exercise of option awards and $56 million of net borrowings on our warehouse line of credit and master repurchase agreements related to Zillow Home Loans. 50 Table of Contents Capital Resources Notes As of December 31, 2024, we have $419 million aggregate principal amount of 2025 Notes outstanding, which is our sole outstanding series of Notes.
A visit ends through a campaign change if a visitor arrives via one campaign or source (for example, via a search engine or referring link on a third-party website), leaves the mobile application or website, and then returns via another campaign or source.
A visit ends through a campaign change if a visitor arrived via one campaign or source (for example, via a search engine or referring link on a third-party website), left the mobile application or website, and then returned via another campaign or source. Universal Analytics is no longer offered by Google as of July 1, 2024.
This increase was offset by a decrease in refinance loan origination volume which was driven by higher interest rates which decreased demand for refinance mortgages. Results of Operations Given continued uncertainty surrounding the health of the housing market, interest rate environment and inflationary conditions, financial performance for current and prior periods may not be indicative of future performance.
Results of Operations Given continued uncertainty surrounding the health of the housing market, interest rate environment and inflationary conditions, financial performance for current and prior periods may not be indicative of future performance.
In particular, the 2024 Notes and 2026 Notes may be redeemed if the last reported sale price of our Class C capital stock exceeds $56.56 per share for a specified period of trading days.
In addition, we may redeem the 2025 Notes if the last reported sale price of our Class C capital stock equals or exceeds $87.36 per share (130% of the conversion price) for a specified period of trading days.
Refer to Note 11 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding our convertible senior notes, including conversion rates, conversion and redemption dates and the related capped call transactions.
Refer to Note 10 of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding our Notes, including conversion rates, conversion and redemption dates and the related capped call transactions. 51 Table of Contents Share Repurchases The Board has authorized the repurchase of up to $2.5 billion of our Class A common stock, Class C capital stock, outstanding Notes or a combination thereof.
Due to third-party technological limitations, user software settings, or user behavior, Google Analytics may assign a unique cookie to different instances of access by the same individual to our mobile applications and websites. In such instances, Google Analytics would count different instances of access by the same individual as separate unique users.
Trulia continues to measure unique users with Adobe Analytics. 42 Table of Contents Due to technological limitations, user software settings, or user behavior, our internal measurement tool and Universal Analytics may assign a unique cookie to different instances of access by the same individual to our mobile applications and websites.
For the year ended December 31, 2022, net cash used in investing activities was $1.5 billion. This was primarily the result of $1.4 billion of net purchases of investments and $140 million of purchases of property and equipment and intangible assets.
For the year ended December 31, 2024, net cash provided by investing activities was $395 million. This was primarily the result of $573 million of net proceeds from maturities and sales of investments and $171 million of purchases of property and equipment and intangible assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur current investment policy seeks first to preserve capital, second to provide sufficient liquidity for our operating and capital needs and third to maximize yield without putting our principal at risk. Our short-term investments are exposed to market risk due to the fluctuation of prevailing interest rates that may reduce the yield on our investments or their fair value.
Biggest changeOur short-term investments are exposed to market risk due to the fluctuation of prevailing interest rates that may reduce the yield on our investments or their fair value. For our investment portfolio, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio.
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 expedited sale of our 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.
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 during 2023.
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.
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 annual interest expense associated with the master repurchase agreements as of December 31, 2023.
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 annual interest expense associated with the master repurchase agreements as of December 31, 2024.
As we do not maintain a significant balance of foreign currency, we do not believe an immediate 10% increase or decrease in foreign currency exchange rates relative to the U.S. dollar would have a material effect on our business, results of operations or financial condition. 63 Table of Contents
As we do not maintain a significant balance of foreign currency, we do not believe an immediate 10% 56 Table of Contents increase or decrease in foreign currency exchange rates relative to the U.S. dollar would have a material effect on our business, results of operations or financial condition. 57 Table of Contents
Despite these near-term effects, we do not expect these inflationary pressures to have a material impact on our ability to execute our long-term business strategy. 62 Table of Contents Foreign Currency Exchange Risk We do not believe that foreign currency exchange risk has had a material effect on our business, results of operations or financial condition.
Despite these near-term effects, we do not expect these inflationary pressures to have a material impact on our ability to execute our long-term business strategy. Foreign Currency Exchange Risk We do not believe that foreign currency exchange risk has had a material effect on our business, results of operations or financial condition.
For additional details related to our credit facilities and convertible senior notes, see Note 11 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Inflation Risk The macroeconomic environment in the United States has experienced and continues to experience inflationary pressures.
For additional details related to our credit facilities and the 2025 Notes, see Note 10 to our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Inflation Risk The macroeconomic environment in the United States has experienced, and continues to experience, inflationary pressures.
We manage the interest rate risk associated with our mortgage loan origination services through the use of forward sales of mortgage-backed securities.
We manage the interest rate risk associated with our mortgage loan origination services through the use of forward sales of MBSs.
As of December 31, 2023, we had $93 million of outstanding borrowings on our master repurchase agreements. Borrowings on the master repurchase agreements bear interest at a floating rate based on Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, as defined by the governing agreements.
As of December 31, 2024 and 2023, we had $145 million and $93 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 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.
The fair value of the 2025 Notes changes primarily when the market price of our stock fluctuates or interest rates change. 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.
Interest Rate Risk Under our current investment policy, we invest our excess cash in money market funds, U.S. government treasury securities, U.S. government agency securities, investment grade corporate securities and commercial paper.
Interest Rate Risk 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, 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.
In response to ongoing inflationary pressures in the United States, the Federal Reserve has implemented a number of increases to the federal funds rate during 2022 and 2023. Despite inflation stabilizing in the second half of 2023, these federal funds rate increases have impacted other market rates derived from this benchmark rate, including mortgage interest rates.
Despite inflation stabilizing beginning in the second half of 2023 and the federal funds rate decreasing in the second half of 2024, prior federal funds rate increases have impacted other market rates derived from this benchmark rate, including mortgage interest rates.
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 beginning in 2022 and continuing during the year ended December 31, 2023.
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. In response to ongoing inflationary pressures in the United States, the Federal Reserve implemented a number of increases to the federal funds rate during 2022 and 2023.
All outstanding convertible senior notes bear fixed rates of interest and, therefore, do not expose us to financial statement risk associated with changes in interest rates. The fair values of the convertible senior notes change primarily when the market price of our stock fluctuates or interest rates change.
As of December 31, 2024, we had approximately $419 million aggregate principal amount of convertible senior notes outstanding, which mature in May 2025. The outstanding 2025 Notes bear a fixed rate of interest and, therefore, do not expose us to financial statement risk associated with changes in interest rates.
Removed
For our investment portfolio, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio. As of December 31, 2023, we had approximately $1.6 billion aggregate principal amount of convertible senior notes outstanding with maturities ranging from September 2024 through September 2026.

Other ZG 10-K year-over-year comparisons