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ZILLOW GROUP INC

For the period ended Mar 31, 2024. Filed May 1, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 1, 2024

ZG$31.28+3.0%Stored close · as of Nov 9, 2026

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Debt

Note 7. Debt

The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in millions):

March 31, 2024December 31, 2023
Master repurchase agreements:
JPMorgan Chase Bank, N.A.$65$40
UBS AG5845
Atlas Securitized Products, L.P.(1)—8
Total master repurchase agreements12393
Convertible senior notes
1.375% convertible senior notes due 2026496496
2.75% convertible senior notes due 2025505504
0.75% convertible senior notes due 2024608607
Total convertible senior notes1,6091,607
Total debt$1,732$1,700
(1)Agreement expired on March 11, 2024 and was not renewed.

Credit Facilities

We utilize master repurchase agreements to provide capital for Zillow Home Loans. The following table summarizes certain details related to our outstanding master repurchase agreements as of March 31, 2024 (in millions, except interest rates):

LenderMaturity DateMaximum Borrowing CapacityBorrowings OutstandingAvailable Borrowing CapacityWeighted-Average Interest Rate
JPMorgan Chase Bank, N.A.May 30, 2024$100$65$357.03%
UBS AGOctober 9, 202410058427.05%
Total$200$123$77

In accordance with the master repurchase agreements, the Lenders agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of March 31, 2024 and December 31, 2023, $128 million and $99 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements.

Borrowings on the master repurchase agreements bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the governing agreements. The master repurchase agreements include customary representations and warranties, covenants and provisions regarding events of default. As of March 31, 2024, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The master repurchase agreements are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries.

For additional details related to our repurchase agreements, see Note 11 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Convertible Senior Notes

The following tables summarize certain details related to our outstanding Notes as of the dates presented or for the periods ended (in millions, except interest rates):

March 31, 2024 · December 31, 2023
Maturity DateAggregate Principal AmountStated Interest RateEffective Interest RateSemi-Annual Interest Payment DatesUnamortized Debt Issuance CostsFair ValueUnamortized Debt Issuance CostsFair Value
September 1, 2026$4991.375%1.57%March 1; September 1$3$615$3$681
May 15, 20255072.75%3.20%May 15; November 1525353560
September 1, 20246080.75%1.02%March 1; September 1—7301825
Total$1,614$5$1,880$7$2,066
Three Months EndedMarch 31, 2024Three Months EndedMarch 31, 2023
Maturity DateContractual Coupon InterestAmortization of Debt Issuance CostsInterest ExpenseContractual Coupon InterestAmortization of Debt Issuance CostsInterest Expense
September 1, 2026$2$—$2$2$—$2
May 15, 20253144—4
September 1, 2024112112
Total$6$2$8$7$1$8

The Notes are senior unsecured obligations. The 2026 Notes and 2025 Notes are classified as long-term debt and the 2024 Notes are classified as current liabilities in our condensed consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the Notes is classified as Level 2 and was determined through consideration of quoted market prices in markets that are not active.

The Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. They will mature on their respective maturity dates, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the Notes:

Maturity DateEarly Conversion DateConversion RateConversion PriceOptional Redemption Date
September 1, 2026March 1, 202622.9830$43.51September 5, 2023
May 15, 2025November 15, 202414.881067.20May 22, 2023
September 1, 2024March 1, 202422.983043.51September 5, 2022

The following table summarizes certain details related to the capped call confirmations with respect to the convertible senior notes:

Maturity DateInitial Cap PriceCap Price Premium
September 1, 2026$80.5750150%
September 1, 202472.5175125%

There were no conversions of the Notes during the three months ended March 31, 2024 or 2023.

The last reported sale price of our Class C capital stock did not exceed 130% of the conversion price of each series of the Notes for more than 20 trading days during the 30 consecutive trading days ended March 31, 2024. Accordingly, each series of the Notes is not redeemable or convertible at the option of the holders during the three months ending June 30, 2024.

For additional details related to our convertible senior notes, see Note 11 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.