Zillow (ZG) insider files Form 144 to sell $12.75M of Class A shares

Rhea-AI Filing Summary

Zillow Group, Inc. (ZG) Form 144: A holder intends to sell 150,000 Class A shares through Morgan Stanley Smith Barney on or about 08/14/2025, with an aggregate market value of $12,750,000.00. The filer reports acquiring portions of these shares as previously exercised options on 11/17/2021 (75,679 shares) and as founder stock on 02/08/2006 (74,321 shares). The notice lists prior sales by the same person over the past three months totaling 86,667 shares for gross proceeds of $7,245,449.71. The form includes the seller’s representation that no undisclosed material adverse information is known.

Positive

• Rule 144 compliance: The filer provides required disclosure including acquisition dates, payment method, and planned sale logistics.
• Transparency on provenance: The form identifies the shares as from exercised options and founder stock, clarifying source of holdings.

Negative

• Large planned sale: 150,000 shares valued at $12,750,000 could increase sell-side pressure if similar sales continue.
• Recent selling activity: The filer sold 86,667 shares in the prior three months for $7,245,449.71, indicating ongoing liquidation by the same person.

Insights

Securities Analyst

TL;DR: Significant planned insider sale of 150,000 ZG shares (~$12.75M) after substantial recent dispositions.

The filing documents a sizable Rule 144 sale scheduled through Morgan Stanley, showing the shares were acquired via option exercise and founder stock. Recent three-month disposals of 86,667 shares for ~$7.25M indicate ongoing liquidation activity by the same person. While Rule 144 filings are routine compliance disclosures, the volume and value are material enough to warrant attention from investors monitoring insider selling trends and potential share-supply effects.

Corporate Governance Expert

TL;DR: The filing is a compliant disclosure of planned insider sales, raising standard governance and signaling questions about insider liquidity needs.

The notice adheres to Rule 144 requirements and includes acquisition provenance and payment method. The mix of previously exercised options and long-held founder shares is disclosed, and the signer affirms absence of undisclosed adverse information. From a governance perspective, recurring sizeable sales by a single insider can be neutral but may prompt stakeholders to seek context on motivations or any written trading plan referenced in the form.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	150000	12750000.00	185964745	08/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/17/2021	Previously Exercised Options	Issuer			75679	11/17/2021	Cash
Common	02/08/2006	Founder Stock	Issuer			74321	02/08/2006	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Lloyd Frink 1301 Second Avenue Floor 36 Seattle WA 98101	Common	08/13/2025	3334	275159.41
Lloyd Frink 1301 Second Avenue Floor 36 Seattle WA 98101	Common	08/12/2025	2662	481610.62
Lloyd Frink 1301 Second Avenue Floor 36 Seattle WA 98101	Common	08/11/2025	671	54165.92
Lloyd Frink 1301 Second Avenue Floor 36 Seattle WA 98101	Common	07/23/2025	27134	2193661.50
Lloyd Frink 1301 Second Avenue Floor 36 Seattle WA 98101	Common	07/22/2025	52866	4240852.26

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for Zillow Group (ZG) disclose?

The form discloses a proposed sale of 150,000 Class A shares (approx. $12.75M) via Morgan Stanley on or about 08/14/2025, plus acquisition details.

How were the shares being sold acquired according to the filing?

The filing shows 75,679 shares from previously exercised options acquired on 11/17/2021 and 74,321 shares as founder stock acquired on 02/08/2006.

Has the same person sold ZG shares recently?

Yes. The filer sold 86,667 shares across five transactions in July–August 2025, generating $7,245,449.71 in gross proceeds.

Through which broker will the planned sale be executed?

The planned sale is to be executed through Morgan Stanley Smith Barney LLC on the NASDAQ exchange.

Does the Form 144 include any statement about undisclosed adverse information?

Yes. The signer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.