Form 4: Samuelson Errol G reports sale transactions in Z

Rhea-AI Filing Summary

Samuelson Errol G reported open-market sale transactions in a Form 4 filing for Z. The filing lists transactions totaling 7,015 shares at a weighted average price of $44.21 per share. Following the reported transactions, holdings were 113,800 shares.

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

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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).

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 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 Industry Dev. 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		7,015(1)	D	$44.2087(2)	113,800	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 $43.84 to $44.62. 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	02/13/2026
	** 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 transaction did Zillow Group (Z) report in this Form 4?

Zillow Group reported that Chief Industry Development Officer Errol G. Samuelson sold 7,015 shares of Class C capital stock. The sale occurred on February 12, 2026, and was reported as an open-market transaction under code S on Form 4.

Why did Errol G. Samuelson sell Zillow Group (Z) shares on February 12, 2026?

The shares were sold to cover tax withholding due upon the vesting of restricted stock units. This indicates the transaction was triggered by an equity award vesting event, rather than a purely discretionary decision to reduce his Zillow Group share exposure.

How many Zillow Group (Z) shares did the officer sell and at what price?

Errol G. Samuelson sold 7,015 shares of Zillow Group Class C capital stock. The weighted average sale price was $44.2087 per share, with multiple trades executed between $43.84 and $44.62, as disclosed in the Form 4 footnote.

How many Zillow Group (Z) shares does Errol G. Samuelson own after this Form 4 transaction?

Following the reported sale, Errol G. Samuelson directly owned 113,800 shares of Zillow Group Class C capital stock. This figure reflects his beneficial ownership after selling 7,015 shares to satisfy tax withholding obligations tied to restricted stock unit vesting.

What does transaction code "S" mean in Zillow Group (Z) insider Form 4 filings?

Transaction code "S" on Form 4 indicates a sale in the open market or a private transaction. In this case, the code shows Samuelson’s 7,015-share sale was executed as an open-market sale, even though its purpose was to cover tax withholding on vested restricted stock units.

Were the Zillow Group (Z) shares sold in one trade or multiple trades?

The Form 4 notes the reported price is a weighted average from multiple trades. Shares were sold in several transactions, with prices ranging from $43.84 to $44.62. The insider offered to provide details of each individual trade upon request.