[Form 4] ZILLOW GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

Lloyd D. Frink, Co‑Executive Chairman & President of Zillow Group (Z), reported option exercises and stock sales executed under a Rule 10b5‑1 trading plan. On 09/22/2025, 09/23/2025 and 09/24/2025 he exercised stock options with a $22.41 exercise price to acquire 3,333; 1,712; and 787 shares respectively. Concurrently, he sold multiple blocks of Class C common stock in separate transactions at weighted average prices ranging roughly from $80.00 to $84.68 per share. Following the reported activity, his direct beneficial ownership in Class C capital stock is 2,233,189 shares, with an additional 697,765 shares held indirectly in the Frink Descendants' Trust.

Positive

• Use of a Rule 10b5‑1 trading plan is disclosed, indicating pre‑arranged sales rather than opportunistic timing.
• Exercise of fully vested options at $22.41 created additional shares, showing option realization and clear pricing for the exercises.

Negative

• Net decline in direct Class C holdings to 2,233,189 shares after the reported sales, reflecting share dispositions by the reporting person.
• Sales executed at market prices ($80.00–$84.68 weighted averages) reduced the reporting person’s direct stake despite option exercises.

Insights

Corporate Governance Expert

TL;DR: Insider exercised vested options and sold shares under a pre‑arranged 10b5‑1 plan; disclosure is timely and routine.

The filing shows Mr. Frink exercised fully vested options priced at $22.41 and sold multiple small blocks across three days under a Rule 10b5‑1 plan adopted December 11, 2024. The transactions and explanatory footnotes provide weighted average sale prices and confirm the plan basis for sales, which is standard governance practice to avoid accusations of opportunistic trading. The direct holding reported after these transactions is 2,233,189 Class C shares, with 697,765 held indirectly via a family trust.

Securities Analyst

TL;DR: Option exercises increased exercisable shares; contemporaneous sales reduced direct share count modestly.

The derivatives table records exercises totaling 5,832 options (3,333+1,712+787) exercisable into the same number of Class C shares. Sales reported across the three dates reduced direct beneficial ownership from the highest reported post‑acquisition figure to 2,233,189 shares, a net change consistent with exercising then selling some shares. Sale prices are disclosed as weighted averages in ranges (~$80.00–$84.68), offering clear execution context. This is a transactional disclosure without earnings or operational data.

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

1. Name and Address of Reporting Person^*

Frink Lloyd D

(Last) (First) (Middle)

C/O ZILLOW GROUP, INC.

1301 SECOND AVENUE, FLOOR 36

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

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)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Co -Exec. Chairman & President		Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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

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

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

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	09/22/2025		M		3,333	A	$22.41	2,236,522	D
Class C Capital Stock	09/22/2025		S		1,315(1)	D	$81.2662(2)	2,235,207	D
Class C Capital Stock	09/22/2025		S		515(1)	D	$82.388(3)	2,234,692	D
Class C Capital Stock	09/22/2025		S		1,393(1)	D	$83.8839(4)	2,233,299	D
Class C Capital Stock	09/22/2025		S		110(1)	D	$84.6845(5)	2,233,189	D
Class C Capital Stock	09/23/2025		M		1,712	A	$22.41	2,234,901	D
Class C Capital Stock	09/23/2025		S		1,448(1)	D	$80.407(6)	2,233,453	D
Class C Capital Stock	09/23/2025		S		264(1)	D	$81.2409(7)	2,233,189	D
Class C Capital Stock	09/24/2025		M		787	A	$22.41	2,233,976	D
Class C Capital Stock	09/24/2025		S		787(1)	D	$80.1879(8)	2,233,189	D
Class C Capital Stock								697,765	I	Frink Descendants' Trust 12/30/04

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
Stock Option (right to buy)	$22.41	09/22/2025		M			3,333	(9)	03/28/2026	Class C Capital Stock	3,333	$0	86,667	D
Stock Option (right to buy)	$22.41	09/23/2025		M			1,712	(9)	03/28/2026	Class C Capital Stock	1,712	$0	84,955	D
Stock Option (right to buy)	$22.41	09/24/2025		M			787	(9)	03/28/2026	Class C Capital Stock	787	$0	84,168	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2024.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.83 to $81.83. 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.

3. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.90 to $82.67. 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.

4. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.42 to $84.23. 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.

5. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.59 to $84.85. 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.

6. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.94. 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.

7. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.02 to $81.72. 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.

8. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.74. 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.

9. Option is fully vested and exercisable.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	09/24/2025
	** 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.

FAQ

What did Lloyd Frink report on Form 4 for Zillow (Z)?

He reported exercises of vested stock options and subsequent sales of Class C shares on 09/22/2025–09/24/2025 under a Rule 10b5‑1 plan.

How many options did Frink exercise and at what exercise price?

He exercised 3,333, 1,712 and 787 options on 09/22, 09/23 and 09/24/2025 respectively, each with a $22.41 exercise price.

How many Class C shares does Frink beneficially own after these transactions?

Direct beneficial ownership is 2,233,189 Class C shares, plus 697,765 shares held indirectly in the Frink Descendants' Trust.

Were the share sales part of a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted December 11, 2024, as stated in the filing.

At what prices were the shares sold?

Sales are reported as weighted average prices in ranges across multiple transactions, approximately between $80.00 and $84.68 per share depending on the block.