[144] ZILLOW GROUP, INC. SEC Filing

Rhea-AI Filing Summary

Zillow Group Form 144 filing for proposed insider sale reports a planned sale of 787 Class C common shares on 09/24/2025 through Charles Schwab, disclosed as resulting from an employee stock option exercise with a cashless broker payment. The filing lists prior sales by the same person, Lloyd D. Frink, across July–September 2025 totaling 365,045 shares sold in multiple transactions. One large block sale of 250,000 shares on 08/14/2025 generated $21,250,000. The listed past three-month gross proceeds sum to $30,636,635 across the reported trades. The filer attests there is no undisclosed material adverse information and signs the notice under the Rule 144 certification requirements.

Positive

• Rule 144 disclosure complied with, including broker, class, and acquisition details
• Exercise and sale method disclosed (cashless broker payment for option exercise)
• Seller attests that no undisclosed material adverse information exists

Negative

• Large insider sales reported: 365,045 shares sold in July–September 2025
• Major single block of 250,000 shares sold on 08/14/2025 for $21,250,000
• Significant aggregate proceeds from listed trades: $30,636,635

Insights

Securities Analyst

TL;DR: Significant insider selling has occurred recently, including a large $21.25M block, which is material for market supply but not an earnings disclosure.

The filing documents a proposed sale of 787 shares via cashless exercise and lists extensive prior sales by Lloyd D. Frink totaling 365,045 shares from July through September 2025. The prior transactions produced aggregate gross proceeds of $30,636,635 as reported. From a market impact perspective, the 250,000-share block on 08/14/2025 (proceeds $21,250,000) is the largest single trade and may increase sell-side supply temporarily. This disclosure is routine under Rule 144 and provides transparency on the insider's dispositions but does not include operational or financial performance data about Zillow.

Corporate Governance Expert

TL;DR: The filing shows Rule 144 compliance and substantial insider liquidity actions that raise governance and signaling questions for investors.

The notice fulfills Rule 144 requirements by identifying the securities, broker, nature of acquisition (employee stock option exercise), and recent sales history for the reporting person. The seller's certification that no undisclosed material adverse information exists is included. The concentration of disposals—notably the 250,000-share sale—warrants attention from governance observers because large, clustered insider sales can be interpreted as management or insider liquidity events. The filing itself contains no indication of new company-level developments or regulatory issues.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Class C	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	787	63108.00	185964745	09/24/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Class C	09/24/2025	Employee Stock Option Exercise	ZILLOW GROUP, INC.			787	09/24/2025	Broker Payment for Cashless Exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	07/22/2025	52866	4242365.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	07/23/2025	27134	2194480.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE CA 98101	ZILLOW GROUP, INC.	08/11/2025	671	54186.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/12/2025	5995	481791.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/13/2025	3334	275260.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/14/2025	250000	21250000.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/27/2025	3333	283498.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/28/2025	3333	281799.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	08/29/2025	3334	282208.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	09/10/2025	3333	288631.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	09/11/2025	3333	294924.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	09/12/2025	3334	294155.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	09/22/2025	3333	275461.00
Lloyd D Frink 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	09/23/2025	1712	137877.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Zillow's (Z) Form 144 report?

The filing reports a proposed sale of 787 Class C shares on 09/24/2025 following an employee stock option exercise and lists prior sales by the reporting person.

Who sold shares according to the filing?

The prior sales listed in the filing were executed by Lloyd D. Frink at the address shown, across multiple dates in July–September 2025.

How many shares were sold in the past three months per the filing?

The filing lists 365,045 shares sold during July–September 2025 by the reporting person.

What were the proceeds from the listed insider sales?

The reported gross proceeds for the listed past-three-month trades total $30,636,635.

Was the 09/24/2025 sale from a purchase or exercise?

The 787 shares planned for sale on 09/24/2025 were acquired the same day via an employee stock option exercise and processed as a cashless broker payment.