Richard Barton exercises 300,000 Zillow Group (Z) options, boosts stake

Rhea-AI Filing Summary

Zillow Group, Inc. Co-Executive Chairman and Co-Founder Richard N. Barton exercised stock options to acquire 300,000 shares of Class C capital stock at $22.41 per share on February 12, 2026. These options were fully vested and, after the exercise, no shares remained under this option grant.

Following the transactions, Barton holds 2,801,225 Class C shares directly. He also has indirect holdings of Class C shares, including 1,705,527 through the RNB Z GRAT of May 2024, 450,000 through Barton Ventures II LLC, and 442,086 through the Barton Descendants' Trust dated December 30, 2004.

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^*

BARTON RICHARD N

(Last) (First) (Middle)

C/O ZILLOW GROUP, INC.

1301 SECOND AVENUE, FLOOR 36

(Street)

SEATTLE WASHINGTON 98101

(City) (State) (Zip)

UNITED STATES

(Country)

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)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Co-Executive Chairman		Co-Founder

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2026

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		M		300,000	A	$22.41	2,801,225	D
Class C Capital Stock								1,705,527	I	RNB Z GRAT of May 2024
Class C Capital Stock								450,000	I	Barton Ventures II LLC
Class C Capital Stock								442,086	I	Barton Descendants' Trust 12/30/04

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
Stock Option (right to buy)	$22.41	02/12/2026		M			300,000	05/18/2016(1)	03/28/2026	Class C Capital Stock	300,000	$0	0	D

Explanation of Responses:

1. Option is fully vested and exercisable.

Remarks:

This Form 4 amendment is being filed solely to report the reporting person's indirect holdings of Class C capital stock immediately following the reported transaction. The indirect holdings were inadvertently omitted from the original Form 4 filing. As of November 24, 2025, the reporting person and his spouse ceased to be co-trustees of the Richard & Sarah Barton Irrevocable Trust 03/27/10 ("Trust"). Accordingly, the shares previously reported by the reporting person as indirectly beneficially owned through the Trust are no longer reported.

	/s/ Shannon Cartales, Attorney-in-Fact	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Richard Barton report for Zillow Group (Z)?

Richard Barton exercised stock options to acquire 300,000 shares of Zillow Group Class C capital stock at $22.41 per share on February 12, 2026. This was an option exercise, not an open-market stock purchase or sale.

How many Zillow Group Class C shares does Richard Barton now hold directly?

After the reported transactions, Richard Barton directly holds 2,801,225 shares of Zillow Group Class C capital stock. This figure reflects his direct ownership position following the full exercise of a 300,000-share stock option grant.

Were the Zillow Group options exercised by Richard Barton fully vested?

Yes. The filing notes that the option exercised by Richard Barton was fully vested and exercisable. He exercised all 300,000 underlying Class C shares before the option’s March 28, 2026 expiration date at an exercise price of $22.41 per share.

Does Richard Barton have indirect holdings of Zillow Group Class C shares?

Yes. Richard Barton has indirect holdings through several entities, including 1,705,527 shares via the RNB Z GRAT of May 2024, 450,000 shares via Barton Ventures II LLC, and 442,086 shares via the Barton Descendants' Trust dated December 30, 2004.

Did Richard Barton sell any Zillow Group shares in this Form 4/A filing?

No sale is reported. The Form 4/A shows an exercise of stock options for 300,000 Class C shares at $22.41 per share, increasing Barton’s equity position, with no open-market dispositions disclosed in this filing.