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

Zillow (NASDAQ: Z) CFO sells 9,172 shares under 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zillow Group Chief Financial Officer Jeremy Hofmann reported open-market sales of 9,172 shares of Class C Capital Stock. The transactions occurred on May 14 and May 18, 2026 at reported prices including $37.40, $37.8630, and $38.7217 per share.

A portion of the shares was sold to cover tax withholding obligations arising from the vesting of restricted stock units. The filing notes that some prices reflect weighted average sale prices across multiple trades within ranges from $37.55 to $38.33 and from $38.6350 to $38.7650.

After these sales, Hofmann directly owns 68,315 shares of Zillow Class C Capital Stock. The sales were effected under a Rule 10b5-1 trading plan adopted on November 19, 2025, indicating they were pre-arranged rather than discretionary market-timing decisions.

Positive

  • None.

Negative

  • None.
Insider Hofmann Jeremy
Role Chief Financial Officer
Sold 9,172 shs ($345K)
Type Security Shares Price Value
Sale Class C Capital Stock 5,501 $37.40 $206K
Sale Class C Capital Stock 3,371 $37.863 $128K
Sale Class C Capital Stock 300 $38.7217 $12K
Holdings After Transaction: Class C Capital Stock — 68,315 shares (Direct, null)
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 $37.55 to $38.33. 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 reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $38.6350 to $38.7650. 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 November 19, 2025.
Total shares sold 9,172 shares Aggregate open-market sales disclosed in this Form 4
Sale price 18 May 2026 $37.40/share Open-market sale of 5,501 shares on May 18, 2026
Sale price 14 May 2026 (lot 1) $38.7217/share Open-market sale of 300 shares on May 14, 2026
Sale price 14 May 2026 (lot 2) $37.8630/share Open-market sale of 3,371 shares on May 14, 2026
Shares held after transactions 68,315 shares Direct ownership of Zillow Class C Capital Stock after sales
Net share change -9,172 shares Net sell direction across all reported transactions
Rule 10b5-1 trading plan regulatory
"The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 19, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units financial
"Represents shares sold to cover tax withholding due upon vesting of restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average sale price financial
"The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $37.55 to $38.33."
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hofmann Jeremy
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class C Capital Stock05/14/2026S3,371(1)D$37.863(2)74,116D
Class C Capital Stock05/14/2026S300(1)D$38.7217(3)73,816D
Class C Capital Stock05/18/2026S5,501(4)D$37.468,315D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $37.55 to $38.33. 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 $38.6350 to $38.7650. 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 19, 2025.
Remarks:
/s/ Shannon Cartales Attorney-in-Fact05/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

How many Zillow (Z) shares did CFO Jeremy Hofmann sell?

CFO Jeremy Hofmann sold 9,172 shares of Zillow Class C Capital Stock. These were executed across three open-market transactions, with some shares sold specifically to cover tax withholding from restricted stock unit vesting.

At what prices did the Zillow (Z) CFO sell his shares?

Jeremy Hofmann sold shares at reported prices including $37.40, $37.8630, and $38.7217 per share. Footnotes state some figures are weighted averages over multiple trades within price ranges between $37.55 and $38.7650.

How many Zillow (Z) shares does the CFO hold after these sales?

After the reported transactions, CFO Jeremy Hofmann directly holds 68,315 shares of Zillow Class C Capital Stock. This figure represents his remaining direct ownership position following the three open-market sale transactions disclosed in the Form 4 filing.

Were the Zillow (Z) CFO share sales under a Rule 10b5-1 plan?

Yes, the filing states the sale was effected under a Rule 10b5-1 trading plan adopted on November 19, 2025. Such plans pre-schedule trades, indicating these sales were arranged in advance rather than timed reactively to market conditions.

Why were some Zillow (Z) shares sold by the CFO described as covering taxes?

A footnote explains that certain shares were sold to cover tax withholding triggered by the vesting of restricted stock units. This means a portion of the sale was to satisfy tax obligations associated with equity compensation rather than discretionary portfolio changes.