On January 30, 2026, Zillow Group, Inc. entered into a Credit Agreement (the ?Credit Agreement?) by and among the Company, MFTB Holdco, Inc., Zillow, Inc. (the ?Borrower?), the lenders from time to time party thereto (the ?Lenders?), Goldman Sachs Bank USA as administrative agent (in such capacity, the ?Administrative Agent?) and as an issuing bank, and the other issuing banks from time to time party thereto. The Credit Agreement provides for a $500 million revolving credit facility, which amount may be increased by an additional $250 million subject to the terms of the Credit Agreement. As of January 30, 2026, the Borrower had no outstanding revolving loans under the Credit Agreement.
Revolving loans may be borrowed, repaid and reborrowed under the Credit Agreement until January 30, 2031, at which time all amounts borrowed must be repaid. Revolving loans may be prepaid, and revolving loan commitments may be permanently reduced by the Borrower in whole or in part, without penalty or premium. Revolving loans under the Credit Agreement will bear interest, at either (i) a floating rate per annum equal to the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of from 0.25% to 0.75%, depending on the Company?s Total Net Leverage Ratio (as defined in the Credit Agreement) or (ii) a per annum rate equal to the secured overnight financing rate plus a margin of from 1.25% to 1.75%, depending on the Company?s Total Net Leverage Ratio.
Under the Credit Agreement, the Borrower will pay to the Administrative Agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed but unused under the revolving facility of 0.25%. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including a financial covenant. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain investments and acquisitions, dividends, stock repurchases, transactions with affiliates and other matters, all subject to certain exceptions.
The financial covenant requires the Company not to exceed a Total Net Leverage Ratio of 3.75:1.00, subject to a step-up by 0.75:1.00 at the election of the Borrower for four fiscal quarters following a Qualified Acquisition (as defined in the Credit Agreement), which election may only be exercised twice. The financial covenant is applicable if the aggregate amount of revolving loans and letters of credit outstanding under the Credit Agreement (subject to certain exceptions) exceeds 30% of the committed amount.
Zillow Group, Inc. helps people find and get the home they want by connecting them with digital solutions, partners, and agents, and buying, selling, financing, and renting experiences. The Company’s affiliates, subsidiaries and brands include Zillow, Zillow Premier Agent, Zillow Home Loans, Trulia, Out East, StreetEasy, HotPads, ShowingTime+, Spruce, and Follow Up Boss. It provides integrated transaction experience for movers through Zillow, its network of partners, its affiliated brands, and through a comprehensive suite of marketing software and technology solutions for the real estate industry, including Spruce, Mortech, New Home Feed, ShowingTime+ and Follow Up Boss. Its services are primarily designed for buyers, sellers, partners, renters, and borrowers. For customers who are focused on buying new construction homes, it connects them with its home builder partners. Its rentals marketplace assists its partners with listings, advertising, leasing, and property management services.
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Investor
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ESG MSCI
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