Frink discloses 6.7% Zillow (NASDAQ: Z) stake and 23% voting power

Rhea-AI Filing Summary

Zillow Group co-founder Lloyd D. Frink filed an amended Schedule 13D updating his beneficial ownership of Zillow Group Class A common stock. He reports beneficial ownership of 3,156,188 shares of Class A common stock, representing 6.7% of that class, assuming conversion of his Class B shares.

The filing notes he has sole voting and dispositive power over 2,454,304 shares and shared dispositive power over 701,884 shares, including shares held in family trusts where he is co‑trustee. Based on both Class A and Class B stock outstanding as of February 17, 2026, his holdings represent about 23.0% of the combined voting power. The update reflects prior acquisitions and sales of Class A shares and the company’s repurchases, and states he has made no Class A stock transactions in the past 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Zillow Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98954M101

(CUSIP Number)

Lloyd D. Frink
1301 Second Avenue, Floor 36,
Seattle, WA, 98101
(206) 470-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98954M101

1

Name of reporting person

Lloyd D. Frink

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,454,304.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,454,304.00
10	Shared Dispositive Power 701,884.00

11

Aggregate amount beneficially owned by each reporting person

3,156,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 7 and 9 include (i) 582 shares of Class A Common Stock and (ii) 2,453,722 shares of Class A Common Stock issuable upon conversion of 2,453,722 shares of Class B Common Stock, owned directly by the Reporting Person. Class A Common Stock has one (1) vote per share and Class B Common Stock has ten (10) votes per share. The shares reported in row 7 represent an aggregate of 24,537,802 votes available with respect to the Issuer's outstanding shares, which is equal to approximately 23.0% of the combined voting power of issued and outstanding shares of the Issuer as of February 17, 2026, based on 44,423,646 shares of Class A Common Stock and 6,217,447 shares of Class B Common Stock outstanding as of February 17, 2026. Rows 7 and 9 exclude 658,134, 21,875 and 21,875 shares of Class A Common Stock owned by the Frink Descendants' Trust dated December 30, 2004 (the "Frink Trust"), Elliott Frink 2020 Trust (the "Elliott Trust") and Ethan Frink 2020 Trust (the "Ethan Trust"), respectively, for each of which the Reporting Person is a co-trustee but over which shares the Reporting Person does not have voting power. Rows 10 and 11 include 658,134, 21,875 and 21,875 shares of Class A Common Stock owned by the Frink Trust, the Elliott Trust and the Ethan Trust, respectively, for each of which the Reporting Person is a co-trustee. Row 13 assumes the conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person to Class A Common Stock. Class B Common Stock converts to shares of Class A Common Stock on a one-for-one basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Zillow Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1301 Second Avenue, Floor 36, Seattle, WASHINGTON , 98101.
Item 1 Comment: This Amendment No. 3 (this "Amendment") to the Schedule 13D filed on August 6, 2014, as previously amended (the "Schedule 13D"), relates to the Class A Common Stock of Zillow Group, Inc., a Washington corporation (the "Issuer"). Capitalized terms used in this Amendment and not defined herein have the meanings set forth in the Schedule 13D. This Amendment is being filed to reflect changes in the Reporting Person's beneficial ownership of shares of Class A Common Stock and increases in the percentage of outstanding Class A Common Stock of the Issuer beneficially owned by the Reporting Person following the Reporting Person's acquisitions and sales of certain shares of Class A Common Stock and the Issuer's repurchases of Class A Common Stock.
Item 2.	Identity and Background
(a)	This Amendment is being filed by Lloyd D. Frink, the Co-founder, Co-Executive Chairman and President of the Issuer (the "Reporting Person"), individually and also as co-trustee of the Frink Trust, the Elliott Trust and the Ethan Trust.
(b)	The Reporting Person's business address is c/o Zillow Group, Inc., 1301 Second Avenue, Floor 36, Seattle, Washington 98101.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 2, 2020, December 3, 2021 and August 9, 2024, the Reporting Person acquired 35,000, 43,750 and 150,000 shares of Class A Common Stock, respectively, from the exercise of stock options.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover page to this Amendment is incorporated by reference.
(b)	The information set forth in rows 7 through 10 of the cover page to this Amendment is incorporated by reference.
(c)	The Reporting Person has not effected any transaction in shares of Class A Common Stock during the past 60 days.
(d)	To the best of the Reporting Person's knowledge, no person, other than the co-trustee of each of the Frink Trust, the Elliott Trust and the Ethan Trust with respect to the shares of Class A Common Stock owned by each trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lloyd D. Frink

Signature:	/s/ Lloyd D. Frink
Name/Title:	Lloyd D. Frink
Date:	02/18/2026

FAQ

How many Zillow (Z) Class A shares does Lloyd D. Frink beneficially own?

Lloyd D. Frink beneficially owns 3,156,188 shares of Zillow Group Class A common stock. This figure assumes conversion of his Class B shares into Class A on a one‑for‑one basis, as described in the amended Schedule 13D filing.

What percentage of Zillow (Z) Class A stock does Lloyd D. Frink control?

Frink’s beneficial ownership represents 6.7% of Zillow’s Class A common stock. This percentage is based on the company’s Class A shares outstanding as of February 17, 2026, and assumes conversion of his Class B shares into Class A shares.

What voting power does Lloyd D. Frink hold at Zillow (Z)?

Frink’s holdings represent about 23.0% of Zillow’s combined voting power. This is calculated using 44,423,646 Class A and 6,217,447 Class B shares outstanding as of February 17, 2026, reflecting Class B’s ten votes per share versus one vote for Class A.

How are Lloyd D. Frink’s Zillow (Z) shares split between Class A and Class B?

Rows 7 and 9 include 582 Class A shares and 2,453,722 Class A shares issuable upon conversion of 2,453,722 Class B shares. Class A has one vote per share, while Class B carries ten votes, significantly influencing Frink’s overall voting power.

What Zillow (Z) shares does Lloyd D. Frink hold through family trusts?

Rows 10 and 11 include 658,134, 21,875, and 21,875 Class A shares held by the Frink Trust, Elliott Trust, and Ethan Trust. Frink is co‑trustee, sharing dispositive power, but he does not have voting power over these trust‑held shares for voting calculations.

Has Lloyd D. Frink traded Zillow (Z) Class A stock recently?

The filing states Frink has not effected any transactions in Zillow Class A common stock during the past 60 days. Earlier acquisitions came from stock option exercises on March 2, 2020, December 3, 2021, and August 9, 2024.

Why did Lloyd D. Frink amend his Zillow (Z) Schedule 13D?

The amendment reflects changes in Frink’s beneficial ownership and an increase in his percentage of outstanding Class A stock. These changes result from his acquisitions and sales of Class A shares and Zillow’s repurchases of its Class A common stock.