Form 4: Spaulding Dan reports sale transactions in Z

Rhea-AI Filing Summary

Spaulding Dan reported open-market sale transactions in a Form 4 filing for Z. The filing lists transactions totaling 9,262 shares at a weighted average price of $44.05 per share. Following the reported transactions, holdings were 41,080 shares.

Insider Trade Summary

Net Seller: 9,262 shares ($408,009)

Net Sell 2 txns

Insider Spaulding Dan

Role Chief People Officer

Sold 9,262 shs ($408K)

Type	Security	Shares	Price	Value
Sale	Class C Capital Stock	5,361	$43.95	$236K
Sale	Class C Capital Stock	3,901	$44.1919	$172K

Holdings After Transaction: Class C Capital Stock — 41,080 shares (Direct)

Footnotes (1)

1. Represents shares sold to cover tax withholding due upon vesting of restricted stock units. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $43.86 to $44.66. 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. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2024.

Form 4 Insider Transactions: What Each Field Means →

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^*

Spaulding Dan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		S		3,901(1)	D	$44.1919(2)	46,441	D
Class C Capital Stock	02/17/2026		S		5,361(3)	D	$43.95	41,080	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 sold to cover tax withholding due upon vesting of restricted stock units.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $43.86 to $44.66. 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2024.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	02/17/2026
	** 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.

FAQ

What insider transactions did Dan Spaulding report at Zillow Group (Z, ZG)?

Dan Spaulding reported two February 2026 sales of Zillow Group Class C stock. He sold 3,901 shares on February 12 and 5,361 shares on February 17, both as open-market transactions, and continued to hold a direct stake afterward.

How many Zillow Group shares did Dan Spaulding sell and at what prices?

He sold 3,901 Class C shares at a weighted average price of $44.1919 on February 12, 2026, and 5,361 shares at $43.95 on February 17, 2026, according to the reported non-derivative transactions.

How many Zillow Group shares does Dan Spaulding still own after these sales?

After the February 17, 2026 sale, Dan Spaulding directly owned 41,080 shares of Zillow Group Class C Capital Stock. This reflects his remaining beneficial ownership following the reported open-market transactions.

Were Dan Spaulding’s Zillow share sales related to tax withholding?

Yes. The filing states that the 3,901 shares sold on February 12, 2026 represented shares sold to cover tax withholding obligations arising from the vesting of restricted stock units previously granted to Dan Spaulding.

Was a Rule 10b5-1 trading plan used for Dan Spaulding’s Zillow stock sales?

Yes. The filing notes that the 5,361 shares sold on February 17, 2026 were sold under a Rule 10b5-1 trading plan that Dan Spaulding adopted on August 30, 2024, providing a pre-arranged framework for the transaction.

What is Dan Spaulding’s role at Zillow Group mentioned in this filing?

Dan Spaulding is identified as an officer of Zillow Group, serving as Chief People Officer. The Form 4 indicates he is not a director or 10% owner but reports these transactions as a Section 16 officer.