Zillow Signs Agreements With Morgan Stanley, Citi, Barclays, And JPMorgan To Terminate Capped Call Transactions, Receiving $38.2M And 3.1M Class C Shares

Author: Benzinga Newsdesk | August 25, 2025 08:21am

On August 25, 2025, Zillow Group, Inc. (the "Company") will enter into agreements with each of Morgan Stanley & Co. LLC, Citibank, N.A., Barclays Bank PLC, and JPMorgan Chase Bank, National Association, New York Branch (each a "Counterparty" and collectively, the "Counterparties") to unwind and terminate certain capped call transactions by and between the Company and each Counterparty (such transactions, the "Capped Calls," and the unwind and termination of the Capped Calls, the "Unwind Transactions"). The Company entered into the Capped Calls in September 2019 in connection with the issuance of its previously outstanding 1.375% Convertible Senior Notes due 2026 (which were fully settled in December 2024). Upon settlement of the Unwind Transactions, the Company will have no remaining capped call transactions outstanding.

The Company expects to receive from the Counterparties an aggregate of 3.1 million shares of the Company's Class C capital stock, which will reduce the Company's Class C capital stock outstanding, and $38.2 million in cash (the "Unwind Amount"), upon the Unwind Transactions. In connection with the Unwind Transactions, the Counterparties may buy or sell shares of the Company's Class C capital stock in secondary market transactions and/or unwind various derivative transactions with respect to such Class C capital stock.

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