ZILLOW GROUP, INC.
For the period ended Mar 31, 2025. Filed May 7, 2025.
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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, 2025 · Filed May 7, 2025
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Debt
Note 6. Debt
The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in millions):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Master repurchase agreements: | ||
| JPMorgan Chase Bank, N.A. | $61 | $72 |
| UBS AG | 61 | 73 |
| Bank of Montreal(1) | 51 | — |
| Total master repurchase agreements | 173 | 145 |
| 2025 Notes | 419 | 418 |
| Total debt | $592 | $563 |
| (1)Agreement was entered into on February 27, 2025. | ||
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, 2025 (in millions, except interest rates):
| Lender | Maturity Date | Maximum Borrowing Capacity | Borrowings Outstanding | Available Borrowing Capacity(1) | Weighted-Average Interest Rate |
|---|---|---|---|---|---|
| JPMorgan Chase Bank, N.A. | May 1, 2025 | $150 | $61 | $89 | 6.04% |
| UBS AG | September 5, 2025 | 150 | 61 | 89 | 6.05% |
| Bank of Montreal | February 26, 2026 | 150 | 51 | 99 | 6.02% |
| Total | $450 | $173 | $277 |
(1) Available borrowing capacity under our master repurchase agreements is uncommitted except for $1 million under the master repurchase agreement with JPMorgan Chase Bank, N.A.
On April 29, 2025, Zillow Home Loans amended its JPMorgan Chase Bank, N.A. master repurchase agreement to increase the total maximum borrowing capacity from $150 million to $200 million and to extend the maturity date to April 28, 2026.
In accordance with the master repurchase agreements, the Lenders have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has 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, 2025 and December 31, 2024, $181 million and $151 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, 2025, 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 10 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Convertible Senior Notes
The following tables summarize certain details related to our convertible senior notes as of the dates presented or for the periods ended (in millions, except interest rates):
| March 31, 2025 · December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Maturity Date | Aggregate Principal Amount | Stated Interest Rate | Effective Interest Rate | Unamortized Debt Issuance Costs | Fair Value | Unamortized Debt Issuance Costs | Fair Value |
| May 15, 2025 | $419 | 2.75% | 3.20% | $— | $435 | $1 | $486 |
| Three Months EndedMarch 31, 2025 | Three Months EndedMarch 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Contractual Coupon Interest | Amortization of Debt Issuance Costs | Interest Expense | Contractual Coupon Interest | Amortization of Debt Issuance Costs | Interest Expense | |
| 2026 Notes(1) | $— | $— | $— | $2 | $— | $2 |
| 2025 Notes | 3 | 1 | 4 | 3 | 1 | 4 |
| 2024 Notes(2) | — | — | — | 1 | 1 | 2 |
| Total | $3 | $1 | $4 | $6 | $2 | $8 |
(1)The 2026 Notes were fully settled in December 2024 and are no longer outstanding.
(2)The 2024 Notes were fully settled in September 2024 and are no longer outstanding.
The 2025 Notes are senior unsecured obligations. The 2025 Notes are classified as current liabilities in our condensed consolidated balance sheets based on their contractual maturity date. Interest on the 2025 Notes is paid semi-annually in arrears. The estimated fair value of the 2025 Notes is classified as Level 2 and was determined through consideration of quoted market prices in markets that are not active.
The 2025 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 May 15, 2025, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the 2025 Notes:
| Early Conversion Date | Conversion Rate | Conversion Price | Optional Redemption Date |
|---|---|---|---|
| November 15, 2024 | 14.8810 | $67.20 | May 22, 2023 |
We did not repurchase or settle any of the 2025 Notes during the three months ended March 31, 2025 or 2024. On or after November 15, 2024, until the close of business on May 13, 2025, holders may convert the 2025 Notes at their option at the applicable conversion rate then in effect. We have elected to settle any conversions of the 2025 Notes through a combination of cash for principal and shares of Class C capital stock for the conversion premium on the maturity date. For any 2025 Notes that are not converted, we will settle the principal amount in cash on the maturity date.
For additional details related to our convertible senior notes and capped call transactions, see Note 10 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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