We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently

On September 17, 2019, International Business Machines Corporation (“IBM”) filed a complaint against us in the U.S. District Court for the Central District of California, alleging, among other things, that the Company has infringed and continues to willfully infringe seven patents held by IBM and seeks unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. The case was subsequently transferred to the U.S. District Court for the Western District of Washington (the “Court”). On November 25, 2022, Zillow filed a motion to join an Inter Partes Review (“IPR”) petition within Ebates Performance Mktg., Inc. d/b/a Rakuten Rewards v. Int’l Bus. Machs. Corp. (“Rakuten IPR”), IPR2022-00646 concerning one patent in this action, which the Court granted on April 20, 2023. On October 11, 2023, the U.S. Patent Trial and Appeal Board (“PTAB”) ruled on the Rakuten IPR finding the claims of the patent asserted against Zillow unpatentable. IBM appealed the PTAB’s decision on November 21, 2023 (the “PTAB Appeal”), and cross appeals were filed by Ebates Performance Marketing Inc. on November 21, 2023 and by us on December 15, 2023. On March 20, 2024, IBM voluntarily dismissed all claims filed in this action against Zillow with prejudice, with the exception of those pertaining to the patent asserted within the pending PTAB Appeal. On December 9, 2025, the Federal Circuit issued an order affirming the October 11, 2023 PTAB decision in full. In July 2026, the parties reached an agreement in principle to resolve all of IBM’s remaining claims in this action, the impact of which is not material to the Company. On August 18, 2026, the Court issued an order dismissing all of IBM’s remaining claims in this action with prejudice.

On November 16, 2021, November 19, 2021 and January 6, 2022, three purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our stock between August 7, 2020 and November 2, 2021. The three purported class action lawsuits, captioned Barua v. Zillow Group, Inc. et al., Silverberg v. Zillow Group, et al. and Hillier v. Zillow Group, Inc. et al. were brought in the Court and were consolidated on February 16, 2022 (the “ZO securities class action”). On May 12, 2022, the plaintiffs filed their amended consolidated complaint which alleges, among other things, that we issued materially false and misleading statements regarding our Zillow Offers business. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. On December 7, 2022, the Court rendered its decision granting our previously filed motion to dismiss, in part, and denying the motion, in part. On January 23, 2023, we filed our answer to the consolidated complaint. On March 14, 2024, plaintiffs filed a motion for class certification, which was granted on August 23, 2024. The Ninth Circuit affirmed the class certification order on September 26, 2025 and denied Zillow’s en banc petition for rehearing on January 6, 2026. On June 5, 2026, Zillow filed a petition for certiorari before the Supreme Court of the United States, which the Supreme Court denied on October 5, 2026. On October 27, 2026, we entered into a stipulation of settlement (the “Settlement Agreement”) to resolve all claims against all defendants alleged in the ZO securities class action. The settlement remains subject to court approval. Pursuant to the Settlement Agreement, we have agreed to pay or cause to be paid an aggregate of $212.5 million in cash (the “Settlement Payment”) into a settlement fund held in escrow within 20 business days after the court preliminarily approves the settlement. As of September 30, 2026, we have recorded an accrual of $212.5 million for the Settlement Payment within accrued expenses and other current liabilities and a receivable of $48 million for expected insurance recoveries within prepaid expenses and other current assets in our condensed consolidated balance sheet. For the three and nine months ended September 30, 2026, we recorded $165 million within general and administrative expenses in our condensed consolidated statements of operations related to the Settlement Payment, net of expected insurance recoveries. The Settlement Agreement contains no admission of liability or wrongdoing by any of the defendants.

On March 10, 2022, May 5, 2022, July 20, 2022 and October 31, 2024, shareholder derivative suits were filed in the Court and on July 25, 2022, a shareholder derivative suit was filed in the Superior Court of the State of Washington, King County, against us and certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs (including the Company as a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties by failing to maintain an effective system of internal controls, which purportedly caused the losses the Company incurred when it decided to wind down Zillow Offers operations. Plaintiffs also allege, among other things, violations of Section 14(a) and Section 20(a) of the Exchange Act, insider trading and waste of corporate assets. On August 23, 2023, a second shareholder derivative suit was filed in the Superior Court of the State of Washington, King County. These shareholder derivative lawsuits have since been stayed by the relevant courts and they remain stayed as of September 30, 2026. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. The defendants deny the allegations of any wrongdoing and intend to vigorously defend the claims in these lawsuits.

Commonwealth of Virginia and the States of Arizona, Connecticut, New York, and Washington (collectively, “the States”) filed a similar complaint against the same parties in the same court. The complaints alleged that the partnership entered into between Zillow and Redfin on February 6, 2025 (the “Redfin Partnership”) harmed competition for online multifamily rental-listings in violation of federal antitrust laws. The complaints of the FTC and the States both sought a permanent injunction and sought other equitable relief, including, among other things, a divestiture of assets or reconstruction of businesses, and other relief sufficient to restore the competition that would exist absent the anticompetitive conduct alleged. The complaint of the States also sought an award of costs of the lawsuit, including reasonable attorneys’ fees. On August 22, 2026, Zillow and Redfin entered into a stipulated final order for equitable relief (“Order”) with the FTC and the States that fully resolved this matter. The Order, which contains no admission of liability or wrongdoing by Zillow, was filed on August 24, 2026 in the U.S. District Court for the Eastern District of Virginia and entered by the court on August 28, 2026. Under the terms of the Order, the partnership between Zillow and Redfin will continue and the syndication of multifamily rental listings from Zillow to Redfin will remain intact through at least June 30, 2030, as provided in the existing agreement. Pursuant to the Order, the parties’ agreement was amended to, among other things, allow Zillow and Redfin to offer standalone multifamily advertising products in addition to the existing partnership. In September 2026, Zillow and Redfin paid the States an immaterial amount for reasonable fees and costs related to the litigation.

On June 9, 2026, a purported class action lawsuit, captioned Breidert v. Zillow Group, Inc. et al., was filed against us and certain of our executive officers in the U.S. District Court for the Western District of Washington. The complaint alleges, among other things, violations of the federal securities laws arising from the Redfin Partnership, and seeks to recover, among other things, damages sustained as a result of the alleged misconduct. On June 22, 2026, the parties filed a stipulation staying deadlines pending the appointment of a lead plaintiff and lead counsel and the filing of an amended or other operative complaint. On October 5, 2026, the court entered an order appointing a lead plaintiff and lead plaintiff’s counsel. The court subsequently set January 11, 2027 as the deadline for filing an amended complaint. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in this lawsuit.

On July 13, 2026 and July 14, 2026, shareholder derivative suits were filed in the U.S. District Court for the Western District of Washington against certain of our executive officers and directors, with the Company named as a nominal defendant, seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs allege, among other things, that the defendants breached their fiduciary duties in connection with the Redfin Partnership, including by causing the Company to make allegedly false and misleading statements regarding the Redfin Partnership. These shareholder derivative lawsuits have been stayed by the court and they remain stayed as of September 30, 2026. On September 4, 2026 and September 10, 2026, shareholder derivative suits were filed in Washington State Superior Court, King County, against certain of our executive officers and directors, with the Company named as a nominal defendant, alleging, among other things, claims for breach of fiduciary duty, mismanagement, and corporate waste related to the Redfin Partnership. On October 15, 2026, the court entered an order staying these shareholder derivative lawsuits. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. The defendants deny the allegations of any wrongdoing and intend to vigorously defend the claims in these lawsuits.

In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.