ZILLOW GROUP, INC. current report, 11 February 2015

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Business Context and Reporting Period

This Form 8-K, dated February 11, 2015, reports the consummation of the merger between Zillow, Inc. and Trulia, Inc. Effective February 17, 2015, both entities became wholly owned subsidiaries of the parent company, which changed its name from "Zebra Holdco, Inc." to "Zillow Group, Inc."

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate structural changes rather than financial performance data.

Material Changes

  • Corporate Name Change: The registrant officially changed its name from Zebra Holdco, Inc. to Zillow Group, Inc.
  • Merger Completion: Zillow and Trulia are now wholly owned subsidiaries of Zillow Group, Inc.
  • Stock Conversion:
    • Each share of Zillow Class A common stock converted to one share of Zillow Group Class A common stock.
    • Each share of Zillow Class B common stock converted to one share of Zillow Group Class B common stock.
    • Each share of Trulia common stock converted to 0.444 of a share of Zillow Group Class A common stock.
  • Governance Updates: The Board adopted a new Code of Ethics effective upon the closing of the mergers.

Guidance, Outlook, and Other Events

The filing does not contain financial guidance or management commentary on future performance. However, it notes the following:

  • Shareholder Meeting: The 2015 annual meeting of shareholders is scheduled for June 11, 2015.
  • Disclosure Channels: The company will use its investor relations website, blog, and Twitter account (@zillowgroup) to disclose material information in compliance with Regulation FD.

Investor Verification Checklist

  • Verify the exact exchange ratio for Trulia shareholders (0.444 shares of Zillow Group Class A per Trulia share).
  • Confirm the ticker symbol and trading status of the new Zillow Group, Inc. shares following the February 17, 2015 effective date.
  • Review the attached Amended and Restated Articles of Incorporation and Bylaws (Exhibits 3.1 and 3.2) for specific governance details.
  • Monitor the designated social media channels and investor relations blog for future material disclosures.