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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Zillow Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98954M101 (CUSIP Number) |
Richard N. Barton 1301 Second Avenue, Floor 36 Seattle, WA, 98101 (206) 470-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98954M101 |
| 1 |
Name of reporting person
Richard N. Barton | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,194,265.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7 and 9 include (i) 190,536 shares of Class A Common Stock and (ii) 3,423,845 shares of Class A Common Stock issuable upon conversion of 3,423,845 shares of Class B Common Stock, owned directly by the Reporting Person and over which the Reporting Person has sole voting and dispositive power. Also includes 339,880 shares of Class A Common Stock issuable upon conversion of 339,880 shares of Class B Common Stock owned indirectly by the Reporting Person through Barton Ventures II, LLC, a Washington limited liability company ("Barton LLC"), and over which the Reporting Person has sole voting and dispositive power. Class A Common Stock has one (1) vote per share and Class B Common Stock has ten (10) votes per share. The shares reported in rows 7 and 8 represent an aggregate of 37,847,786 votes available with respect to the Issuer's outstanding shares, which is equal to approximately 34.6% of the combined voting power of issued and outstanding shares of the Issuer as of December 19, 2025, based on 47,355,754 shares of Class A Common Stock and 6,217,447 shares of Class B Common Stock outstanding as of December 19, 2025. Excludes 220,004 shares of Class A Common Stock owned by the Barton Descendants' Trust dated December 30, 2004 (the "Barton Trust") for which the Reporting Person is a co-trustee but over which shares the Reporting Person does not have voting power.
Row 8 includes 20,000 shares of Class A Common Stock owned by The Barton Foundation for which the Reporting Person is a co-trustee. Excludes 220,004 shares of Class A Common Stock owned by the Barton Trust for which the Reporting Person is a co-trustee but over which shares the Reporting Person does not have voting power.
Rows 10 and 11 include 220,004 shares of Class A Common Stock owned by the Barton Trust for which the Reporting Person is a co-trustee and 20,000 shares of Class A Common Stock owned by The Barton Foundation for which the Reporting Person is a co-trustee.
Row 13 assumes the conversion of all outstanding shares of Class B Common Stock to Class A Common Stock. Class B Common Stock converts to shares of Class A Common Stock on a one-for-one basis.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Zillow Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1301 Second Avenue, Floor 36, Seattle,
WASHINGTON
, 98101. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment") to the Schedule 13D filed on August 6, 2014, as previously amended (the "Schedule 13D"), relates to the Class A Common Stock of Zillow Group, Inc., a Washington corporation (the "Issuer"). Capitalized terms used in this Amendment and not defined herein have the meanings set forth in the Schedule 13D.
This Amendment is being filed to reflect changes in the Reporting Person's beneficial ownership of shares of Class A Common Stock and increases in the percentage of outstanding Class A Common Stock of the Issuer beneficially owned by the Reporting Person following the Reporting Person's purchases and sales of certain shares of Class A Common Stock and the Issuer's repurchases of Class A Common Stock. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed by Richard N. Barton, the Co-Founder and Co-Executive Chairman of the Issuer (the "Reporting Person"), individually and also as co-trustee of the Barton Trust, as co-trustee of The Barton Foundation and as co-manager of Barton LLC. | |
| (b) | The Reporting Person's business address is c/o Zillow Group, Inc., 1301 Second Avenue, Floor 36, Seattle, Washington 98101. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 19 and 20, 2018, the Reporting Person purchased 84,311 and 48,391 shares of Class A Common Stock, respectively, in the open market using personal funds.
On July 1, 2020, March 1, 2021 and May 16, 2024, the Reporting Person acquired 35,000, 43,750 and 50,000 shares of Class A Common Stock, respectively, from the exercise of stock options. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover page to this Amendment is incorporated by reference. | |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Amendment is incorporated by reference. | |
| (c) | The Reporting Person has not effected any transaction in shares of Class A Common Stock during the past 60 days. | |
| (d) | To the best of the Reporting Person's knowledge, no person, other than the co-trustee of the Barton Trust, the co-trustee of The Barton Foundation and the co-manager of the Barton LLC, with respect to the shares of Class A Common Stock or Class B Common Stock, as applicable, owned by each of the Barton Trust, The Barton Foundation and the Barton LLC, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
450,000 shares of Class C Capital Stock of the Issuer held by Barton LLC have been pledged as collateral for a loan agreement with a financial institution. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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