ZG Form 144: Cashless option exercise and proposed 6.8K-share sale

Rhea-AI Filing Summary

Zillow Group (ZG) Form 144 discloses a proposed sale of 6,835 Common Class C shares through Charles Schwab, with an aggregate market value of $561,008. The filing lists the approximate date of sale as 08/08/2025 and identifies NASDAQ as the exchange.

The shares were acquired on 08/08/2025 by an employee stock option exercise and the payment method is described as a broker payment for a cashless exercise. The filing also records a prior sale on 05/13/2025 of 10,000 Zillow shares for $706,883. The signer affirms they do not possess undisclosed material adverse information about the issuer.

Positive

• Transparent disclosure of proposed insider sale and acquisition method (employee stock option exercise) in compliance with Rule 144
• Detailed transaction data: number of shares (6,835) and aggregate market value ($561,008) are provided

Negative

• Insider sale of 6,835 shares could be perceived negatively by some investors as insider liquidity
• Recent insider selling activity includes a prior sale of 10,000 shares on 05/13/2025 for $706,883

Insights

Securities Analyst

TL;DR: Routine insider liquidity event via cashless option exercise; modest size relative to public float.

The filing documents a proposed sale of 6,835 Common Class C shares valued at $561,008 executed through Charles Schwab following an employee stock option exercise on the same date. This is a standard Form 144 disclosure that notifies the market of an intended sale and confirms compliance with Rule 144 mechanics. The prior 10,000-share sale on 05/13/2025 for $706,883 provides recent context on the insider's disposition activity. On its own, the transaction appears informational rather than materially market-moving.

Corporate Governance Expert

TL;DR: Proper disclosure and attestation reduce governance risk; no indication of undisclosed material information.

The filer declares the customary attestation that no material nonpublic information is known, and the report specifies acquisition by employee stock option exercise and a broker-facilitated cashless exercise. These details indicate adherence to disclosure protocols and trading rules. The filing also transparently lists a recent related-party sale. From a governance standpoint, the document meets routine transparency expectations but does not reveal strategic or operational changes.

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 Class C	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	6835	561008.00	185964745	08/08/2025	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 Class C	08/08/2025	Employee Stock Option Exercise	ZILLOW GROUP, INC.			6835	08/08/2025	Broker Payment for Cashless Exercise

* 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
Gordon Sheridan Stephenson 1301 SECOND AVENUE, FLOOR 36 SEATTLE WA 98101	ZILLOW GROUP, INC.	05/13/2025	10000	706883.00

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 Zillow's (ZG) Form 144 report disclose about the proposed sale?

The Form 144 reports a proposed sale of 6,835 Common Class C shares via Charles Schwab with an aggregate market value of $561,008, approximate sale date 08/08/2025.

How were the shares acquired that are being sold on the Form 144?

The shares were acquired on 08/08/2025 through an employee stock option exercise and the payment is described as a broker payment for a cashless exercise.

Did the filer disclose any recent sales in the past three months?

Yes. The filing lists a prior sale by Gordon Sheridan Stephenson of 10,000 Zillow shares on 05/13/2025 generating $706,883 in gross proceeds.

Which broker and exchange are identified in the Form 144?

The broker named is Charles Schwab & Co., Inc. and the exchange listed for the proposed sale is NASDAQ.

Does the filer state whether they possess material nonpublic information?

The filer represents by signing the notice that they do not know any material adverse information regarding the issuer that has not been publicly disclosed.