Item 7.01 Regulation FD Disclosure.

Zillow Group, Inc. ("Zillow Group") today issued a press release to provide an
update on the disposition of homes in inventory and under contract related to
the wind down of Zillow Offers operations and Q4 2021 Homes segment revenue
outlook that was previously provided on November 2, 2021.
In addition, Zillow Group announced that its Board of Directors has authorized
the repurchase of up to $750 million of its Class A common stock, Class C
capital stock or a combination thereof. The purchases may be made in open-market
transactions or privately negotiated transactions, or in such other manner as
deemed appropriate by management, and may be made from time to time as
determined by management depending on market conditions, share price, trading
volume, cash needs and other business factors.
The full text of the press release issued in connection with these announcements
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933
("Securities Act") or the Exchange Act, except as expressly set forth by
specific reference in such a filing. This report will not be deemed an admission
as to the materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD. Zillow Group is not otherwise
updating previously issued guidance, which was based on assumptions as of the
date of such guidance.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
that involve risks and uncertainties, including, without limitation, statements
regarding the future performance and operation of our business and expected wind
down plans of Zillow Offers operations. Statements containing words such as
"may," "believe," "anticipate," "expect," "intend," "plan," "project,"
"predict," "will," "projections," "continue," "estimate," "outlook," "guidance,"
"would," "could," or similar expressions constitute forward-looking statements.
Forward-looking statements are made based on assumptions as of December 2, 2021,
and although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee these results. Differences in
Zillow Group's actual results from those described in these forward-looking
statements may result from actions taken by Zillow Group as well as from risks
and uncertainties beyond Zillow Group's control.
Factors that may contribute to such differences include, but are not limited to,
disruptions in operations, including in our ability to complete the purchase and
disposition of homes currently under contract and in inventory during the wind
down of Zillow Offers; disruptions in relationships with customers, suppliers,
vendors, broker partners, contractors, employees, lenders and consumers given
our decision to wind down Zillow Offers operations; unanticipated developments
that may prevent, delay or increase the costs associated with our wind down
activities; our access to and the availability of financing on terms acceptable
to us to finance the purchase of homes through Zillow Offers during the wind
down of Zillow Offers; the impact of the COVID-19 pandemic (including variants)
or other public health crises and any associated economic downturn on Zillow
Group's future financial position, operations and financial performance; the
magnitude, duration and severity of the COVID-19 pandemic and the availability
and widespread distribution and use of effective vaccines; the impact of actions
taken by governments, businesses and individuals in response to the COVID-19
pandemic, including changes in laws or regulations that limit our ability to
operate; the current and future health and stability of the economy, financial
conditions and residential housing market, including any extended slowdown in
the real estate markets as a result of the COVID-19 pandemic; changes in laws or
regulations applicable to our business, employees, products or services,
including current and future laws, regulations and orders that limit Zillow
Group's ability to operate in light of the COVID-19 pandemic; changes in general
economic and financial conditions that reduce demand for our products and
services, lower our profitability or reduce Zillow Group's access to credit;
actual or anticipated fluctuations in our financial condition and results of
operations; changes in projected operational and financial results; addition or
loss of significant customers; actual or anticipated changes in Zillow Group's
growth rate relative to that of our competitors; acquisitions, strategic
partnerships, joint ventures, capital-raising activities or other corporate
transactions or commitments by us or our competitors; actual or anticipated
changes in technology, products, markets or services by us or our competitors;
ability to obtain or maintain licenses and permits to support Zillow Group's
current and future businesses; ability to comply with MLS rules and requirements
to access and use listing data, and to maintain or establish relationships with
listings and data providers; ability to operate our Zillow Offers and mortgage
origination businesses, including the ability to obtain sufficient financing;
fluctuations in the valuation of companies perceived by investors to be
comparable to Zillow Group; the impact of natural disasters and other
catastrophic events; the impact of pending or future litigation; and the
issuance of new or updated research or reports by securities analysts.
The foregoing list of risks and uncertainties is illustrative but not
exhaustive. For more information about potential factors that could affect
Zillow Group's business and financial results, please review the "Risk Factors"
described in Zillow Group's

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Annual Report on Form 10-K for the year ended December 31, 2020 as supplemented by Part II, Item 1A (Risk Factors) in Zillow Group's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, and in future quarterly and annual reports. Except as may be required by law, Zillow Group does not intend and undertakes no duty to update this information to reflect future events or circumstances. Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
   Exhibit
    Number                                            Description

     99.1              Press release dated December 2, 2021, entitled, "Zillow Group Announces
                     Significant Progress on Zillow Offers Inventory Wind-Down and Authorizes $750
                     Million Share Repurchase Program" issued by Zillow Group, Inc. on December 2,
                     2021.
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document).

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