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  4. [Form 4] ZILLOW GROUP INC CLASS A Insider Trading Activity

Zillow CEO files Form 4: Rule 10b5-1 and tax-withholding sales disclosed

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zillow Group CEO and director Jeremy Wacksman reported multiple sales of Class C capital stock on August 13 and August 15, 2025. The transactions mainly consist of shares sold to cover tax withholding on vested restricted stock units and additional sales executed under a Rule 10b5-1 trading plan adopted February 13, 2025. Aggregate single-sale lines include 3,004; 3,693; 432; 6,678; and 4,597 shares, leaving beneficial ownership reported after the trades at 157,710 shares for the largest remaining line. Reported weighted-average sale prices ranged from about $80.39 to $86.06 across transactions.

Positive

  • Use of Rule 10b5-1 plan for some sales, indicating pre-planned, compliant transactions
  • Sales to cover tax withholding on vested RSUs, a routine compensation-related disposition
  • Detailed price ranges disclosed and offer to provide tranche-level data on request, supporting transparency

Negative

  • Insider reduced holdings through multiple share sales, decreasing beneficial ownership reported
  • No information on total pre-transaction holdings is provided in the filing to show proportional impact

Insights

TL;DR: Insider sales were routine: tax-withholding disposals and planned Rule 10b5-1 sales, not an unplanned exit signal.

The filings show incremental disposals tied to tax obligations from RSU vesting and systematic sales under a pre-established Rule 10b5-1 plan. Volumes are modest relative to typical CEO holdings and the disclosure provides weighted-average price ranges for transparency. There is no indication of derivative exercises or opportunistic block sales; therefore market-moving implications appear limited.

TL;DR: Governance process evident: signatory via attorney-in-fact and use of a 10b5-1 plan indicate procedural compliance.

The report documents use of an established trading plan and tax-withholding mechanics for RSUs, and it is executed by an attorney-in-fact, consistent with standard governance practices. Filings include weighted-average prices and offer the issuer or SEC access to tranche-level price details on request, supporting transparency.

Insider Wacksman Jeremy
Role Chief Executive Officer
Sold 18,404 shs ($1.55M)
Type Security Shares Price Value
Sale Class C Capital Stock 6,678 $85.5761 $571K
Sale Class C Capital Stock 4,597 $85.9456 $395K
Sale Class C Capital Stock 3,004 $80.7774 $243K
Sale Class C Capital Stock 3,693 $81.9586 $303K
Sale Class C Capital Stock 432 $82.4742 $36K
Holdings After Transaction: Class C Capital Stock — 157,710 shares (Direct)
Footnotes (1)
  1. Represents shares sold to cover tax withholding due upon vesting of restricted stock units. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.39 to $81.17. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.42 to $82.41. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.42 to $82.61. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2025. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.8301 to $85.82. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $85.835 to $86.06. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 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*
Wacksman Jeremy
(Last) (First) (Middle)
C/O ZILLOW GROUP, INC.
1301 SECOND AVENUE, FLOOR 36
(Street)
SEATTLE WA 98101
(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 08/13/2025 S 3,004(1) D $80.7774(2) 168,513 D
Class C Capital Stock 08/13/2025 S 3,693(1) D $81.9586(3) 164,820 D
Class C Capital Stock 08/13/2025 S 432(1) D $82.4742(4) 164,388 D
Class C Capital Stock 08/15/2025 S 6,678(5) D $85.5761(6) 157,710 D
Class C Capital Stock 08/15/2025 S 4,597(5) D $85.9456(7) 153,113 D
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
Explanation of Responses:
1. Represents shares sold to cover tax withholding due upon vesting of restricted stock units.
2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.39 to $81.17. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
3. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.42 to $82.41. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
4. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.42 to $82.61. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
5. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2025.
6. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.8301 to $85.82. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
7. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $85.835 to $86.06. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
Remarks:
/s/ Shannon Cartales Attorney-in-Fact 08/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Jeremy Wacksman report on Form 4 for ZG?

He reported multiple sales of Class C capital stock on 08/13/2025 and 08/15/2025, primarily to cover RSU tax withholding and under a Rule 10b5-1 plan.

How many shares were sold in the largest reported sale line?

The largest single reported sale line was 6,678 shares (sold on 08/15/2025 under a 10b5-1 plan).

What price ranges were reported for the sales?

Weighted-average prices were reported and tranche ranges spanned approximately $80.39 to $86.06 across transactions.

Were the sales discretionary or pre-planned?

Some sales were executed pursuant to a Rule 10b5-1 trading plan adopted February 13, 2025; others were to cover tax withholding on vested RSUs.

Who signed the Form 4 filing?

The form was signed by Shannon Cartales, Attorney-in-Fact, on behalf of the reporting person on 08/15/2025.