Zillow (Z) officer gets stock award and sells shares for taxes

Rhea-AI Filing Summary

Zillow Group Chief Industry Development Officer Errol G. Samuelson reported two transactions in Class C capital stock. He acquired 7,912 shares at no cost through a restricted stock unit award that vested based on a $345,000 value divided by the closing price on March 25, 2026. He then sold 4,734 shares at a weighted average price of $44.2034 per share to cover tax withholding under a Rule 10b5-1 trading plan. Following these transactions, he directly holds 136,978 shares of Class C stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Samuelson Errol G

(Last) (First) (Middle)

C/O ZILLOW GROUP, INC.

1301 SECOND AVENUE, FLOOR 36

(Street)

SEATTLE WASHINGTON 98101

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Industry Dev. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Capital Stock	03/26/2026		A		7,912(1)	A	$0	141,712	D
Class C Capital Stock	03/26/2026		S		4,734(2)	D	$44.2034(3)	136,978	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares acquired under a restricted unit award that vested March 26, 2026 for that number of shares equal to $345,000 divided by the closing price of the Class C capital stock on March 25, 2026.

2. Represents shares sold to cover tax withholding due upon vesting pursuant to a 10b5-1 trading plan adopted by the reporting person on November 30, 2015.

3. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $44.16 to $44.30. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Zillow (Z) officer Errol Samuelson report?

Errol Samuelson reported receiving a restricted stock award and selling shares. He acquired 7,912 shares of Zillow Class C stock at no cost, then sold 4,734 shares in the open market, primarily to cover tax withholding due at vesting.

How many Zillow (Z) shares does Errol Samuelson hold after this Form 4?

After these transactions, Errol Samuelson directly holds 136,978 shares of Zillow Class C capital stock. This figure reflects both the vested restricted stock award and the shares sold to satisfy tax obligations associated with that vesting event.

Was the Zillow (Z) insider stock sale part of a 10b5-1 plan?

Yes. The sale of 4,734 Zillow Class C shares was executed under a Rule 10b5-1 trading plan adopted on November 30, 2015. Such plans schedule trades in advance, making the timing more routine and less indicative of short-term sentiment.

Why did the Zillow (Z) executive sell 4,734 shares after vesting?

The 4,734 Zillow Class C shares were sold to cover tax withholding triggered by the restricted stock vesting. This type of sale is a common administrative step to satisfy tax obligations rather than a discretionary liquidation of an equity position.

What was the value basis for Errol Samuelson’s Zillow (Z) stock award?

The restricted stock unit award was sized so that vested shares equaled $345,000 divided by Zillow’s Class C closing price on March 25, 2026. This ties the number of shares granted to a predetermined dollar value rather than a fixed share count.

At what price were the Zillow (Z) shares sold by the officer?

The 4,734 Zillow Class C shares were sold at a weighted average price of $44.2034 per share. The trades occurred in multiple transactions, with individual prices ranging from $44.16 to $44.30, according to the filing’s sale price footnote.