|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Zillow Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98954M101 (CUSIP Number) |
Lloyd D. Frink 1301 Second Avenue, Floor 36, Seattle, WA, 98101 (206) 470-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/17/2026 (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
|
| CUSIP No. | 98954M101 |
| 1 |
Name of reporting person
Lloyd D. Frink | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,156,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7 and 9 include (i) 582 shares of Class A Common Stock and (ii) 2,453,722 shares of Class A Common Stock issuable upon conversion of 2,453,722 shares of Class B Common Stock, owned directly by the Reporting Person. 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 row 7 represent an aggregate of 24,537,802 votes available with respect to the Issuer's outstanding shares, which is equal to approximately 23.0% of the combined voting power of issued and outstanding shares of the Issuer as of February 17, 2026, based on 44,423,646 shares of Class A Common Stock and 6,217,447 shares of Class B Common Stock outstanding as of February 17, 2026. Rows 7 and 9 exclude 658,134, 21,875 and 21,875 shares of Class A Common Stock owned by the Frink Descendants' Trust dated December 30, 2004 (the "Frink Trust"), Elliott Frink 2020 Trust (the "Elliott Trust") and Ethan Frink 2020 Trust (the "Ethan Trust"), respectively, for each of 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 658,134, 21,875 and 21,875 shares of Class A Common Stock owned by the Frink Trust, the Elliott Trust and the Ethan Trust, respectively, for each of which the Reporting Person is a co-trustee.
Row 13 assumes the conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person 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
|
| 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 acquisitions 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 Lloyd D. Frink, the Co-founder, Co-Executive Chairman and President of the Issuer (the "Reporting Person"), individually and also as co-trustee of the Frink Trust, the Elliott Trust and the Ethan Trust. | |
| (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 March 2, 2020, December 3, 2021 and August 9, 2024, the Reporting Person acquired 35,000, 43,750 and 150,000 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 each of the Frink Trust, the Elliott Trust and the Ethan Trust with respect to the shares of Class A Common Stock owned by each trust, 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. | |
| 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.
|
|
|