Zillow Group, Inc. filed an 8-K on October 28, 2026, disclosing that on October 27, 2026, it entered into a stipulation of settlement to resolve all claims in the consolidated securities class action captioned Jaeger v. Zillow Group, Inc., et al., Case No. 2:21-cv-01551-TSZ (W.D. Wash.).

Key Highlights

  • Settlement amount: Zillow Group agreed to pay or cause to be paid an aggregate of $212.5 million in cash into a settlement fund held in escrow.
  • Insurance offset: Approximately $48 million of the settlement payment is expected to be paid through insurance proceeds, according to the filing.
  • Class Period: The settlement class covers persons or entities who purchased or acquired Zillow Class A common stock or Class C capital stock from August 5, 2021, to November 2, 2021, inclusive.
  • No admission: The filing states the Settlement Agreement "contains no admission of liability or wrongdoing by any of the defendants."
  • Court approval required: The settlement remains subject to court preliminary approval, a fairness hearing, and final approval before becoming effective.
  • Derivative actions unaffected: The settlement does not affect claims in the previously disclosed related shareholder derivative actions, all of which remain pending.

Zillow's $212.5 Million Securities Class Action Settlement: Key Terms and Conditions

According to the filing, Zillow Group entered into the Settlement Agreement on October 27, 2026, to resolve all claims against all defendants in the Jaeger class action. The company disclosed that the $212.5 million settlement payment must be deposited into an escrow-held settlement fund within 20 business days after the court preliminarily approves the settlement. The fund will be used to cover class notice and administration costs, court-approved plaintiffs' attorneys' fees and expenses, and cash payments to eligible settlement class members.

The settlement class, as described in the filing, consists of all persons or entities who purchased or otherwise acquired Zillow Class A common stock or Class C capital stock during the Class Period from August 5, 2021, to November 2, 2021, inclusive, subject to certain exclusions and exceptions. Upon the settlement becoming effective, settlement class members who have not validly requested exclusion will release the company, the other named defendants, and certain related parties from claims that were or could have been asserted arising out of or relating to the allegations or stock purchases during the Class Period.

The filing notes that the settlement may be terminated under certain circumstances, including by the defendants "if requests for exclusion from the settlement class reach a confidential threshold of purchased shares set forth in a separate agreement between the parties." The company also disclosed that it intends to file a copy of the Settlement Agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026. The filing contains forward-looking statements regarding the settlement, which the company states are subject to various factors, including court approval and the possibility that the settlement is not completed.

What Was Disclosed

Zillow Group disclosed a $212.5 million cash settlement agreement to resolve the Jaeger securities class action, with approximately $48 million expected from insurance. The settlement contains no admission of liability, remains subject to court approval, and does not affect pending derivative actions.