[144] ZILLOW GROUP INC CLASS A SEC Filing

Rhea-AI Filing Summary

Zillow Group, Inc. (ZG) Form 144 notifies a proposed sale of 150,000 Class A common shares through Morgan Stanley Smith Barney on NASDAQ with an aggregate market value of $12,851,610. The filing shows the seller acquired 100,000 shares via exercised options on 05/16/2024 for cash and holds 50,000 shares that originated as founder stock on 12/31/2005 for services. The issuer has 185,964,745 shares outstanding, so the proposed block represents a small fraction of total equity. The filing also discloses a sale on 08/14/2025 by RICHARD & SARAH BARTON IRREV TRUST of 200,000 shares for $16,984,200. The signer affirms no undisclosed material adverse information is known.

Positive

• Regulatory compliance: Form 144 filed with required details including broker, quantities, acquisition history and attestation
• Seller transparency: Acquisition dates and payment methods disclosed (options exercised and founder stock), aiding investor assessment

Negative

• Insider selling: Proposed sale of 150,000 shares and a recent 200,000-share sale by a related trust could be viewed as insider liquidity
• No 10b5-1 disclosure: Filing does not indicate a pre-established trading plan, leaving timing motives unclear

Insights

Securities Analyst

TL;DR: Small insider sale disclosed; transaction size is immaterial relative to outstanding shares and indicates routine liquidity, not a major signal.

The Form 144 documents a proposed disposition of 150,000 Class A shares valued at about $12.85 million, executed through a broker on NASDAQ. Relative to the issuer's 185.96 million shares outstanding, this disposal represents roughly 0.08% of float, which is generally immaterial for market valuation. The acquisition history—100,000 shares from exercised options in 2024 and 50,000 founder shares from 2005—shows a mix of recently realized option gains and long-held founder equity. The nearby trust sale of 200,000 shares on 08/14/2025 is similar in scale. From a trading-impact perspective, these are routine insider liquidity events rather than indicators of company-level stress.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; the signer affirms absence of undisclosed material information.

The filing adheres to Rule 144 disclosure protocols by identifying the broker, share counts, acquisition dates, and consideration. The signer explicitly represents no knowledge of undisclosed material adverse information, which is a standard attestation on these notices. Acquisition details include exercised options paid in cash and founder shares issued for services, which are relevant to insider selling permissions and potential holding-period calculations. There is no indication of any trading plan or 10b5-1 adoption in the remarks, so the sale appears to be an open-market liquidity action rather than a pre-established plan.

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	12851610.00	185964745	08/15/2025	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	05/16/2024	Previously Exercised Options	Issuer			100000	05/16/2024	Cash
Common	12/31/2005	Founder Stock	Issuer			50000	12/31/2005	Services Rendered

* 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
RICHARD & SARAH BARTON IRREV TRUST 1301 Second Avenue Floor 36 Seattle WA 98101	Common	08/14/2025	200000	16984200.00

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 Group (ZG) Form 144 disclose about the proposed sale?

The filing notifies a proposed sale of 150,000 Class A common shares via Morgan Stanley Smith Barney on NASDAQ with an aggregate market value of $12,851,610 and an approximate sale date of 08/15/2025.

How many shares does Zillow Group have outstanding and what percentage is being sold?

The filing states 185,964,745 shares outstanding; 150,000 shares represent roughly 0.08% of outstanding shares.

What is the origin of the shares being sold according to the filing?

The seller acquired 100,000 shares by exercising options on 05/16/2024 (paid in cash) and holds 50,000 shares that were founder stock issued on 12/31/2005 for services.

Has any related party recently sold Zillow shares?

Yes, the filing reports RICHARD & SARAH BARTON IRREV TRUST sold 200,000 shares on 08/14/2025 for $16,984,200.

Does the Form 144 indicate the seller knows of any undisclosed material information?

No. The signer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.