STOCK TITAN

ZG insider sells 6,835 Class C shares at $82.08 after exercising options

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

Rhea-AI Filing Summary

Gordon Stephenson, a Zillow Group director, reported an option exercise and contemporaneous sale of Class C shares. The filing shows an exercise of stock options with an exercise price of $21.46 to acquire 6,835 Class C shares and a subsequent sale of 6,835 Class C shares in multiple transactions at a weighted average sale price of $82.0787 (range $82.04–$82.20). The option referenced a grant dated 03/01/2016 with a 03/01/2026 expiration and was identified as fully vested. After these transactions the reporting person beneficially owned 28,290 Class C shares directly and 40,000 indirectly through Stephenson Family LLC.

Positive

  • Option was fully vested, and exercise details are disclosed (exercise price $21.46, grant date 03/01/2016, expiration 03/01/2026).
  • Sale reported with specific pricing: a weighted average sale price of $82.0787 and a disclosed range of $82.04–$82.20.

Negative

  • Director sold 6,835 Class C shares, reducing direct beneficial ownership to 28,290 shares.
  • Disposition reported may be interpreted by some investors as a liquidity event rather than additional long-term accumulation.

Insights

TL;DR: Exercise and sale of 6,835 shares; sale price well above exercise price, leaving direct holdings of 28,290 and 40,000 indirect.

The Form 4 discloses a routine option exercise and immediate disposition of the resulting shares. The exercise price was $21.46 and the shares were sold at a weighted average price of $82.0787, an outcome that realizes the intrinsic value in the grant. The disclosure also documents the option grant date (03/01/2016) and an expiration date (03/01/2026), and notes the option was fully vested. For investors, this is a clear, itemized insider liquidity event rather than a governance or compliance exception.

TL;DR: Disclosure is complete and standard: vested option exercised, sale disclosed with price range, indirect holdings declared.

The filing provides the key governance elements investors expect: relationship to issuer (Director), nature of transactions (option exercise and sale), vesting status, and indirect ownership through Stephenson Family LLC. The signature is executed by an Attorney-in-Fact, consistent with authorized reporting procedures. The report does not disclose any unusual restrictions or undisclosed transfers; it reads as a routine insider liquidity event with full disclosure of amounts and prices.

Insider Stephenson Gordon Sheridan
Role Director
Sold 6,835 shs ($561K)
Type Security Shares Price Value
Exercise Stock Option (right to buy) 6,835 $0.00 --
Exercise Class C Capital Stock 6,835 $21.46 $147K
Sale Class C Capital Stock 6,835 $82.0787 $561K
holding Class C Capital Stock -- -- --
Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Class C Capital Stock — 35,125 shares (Direct); Class C Capital Stock — 40,000 shares (Indirect, Stephenson Family LLC)
Footnotes (1)
  1. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.04 to $82.20. 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. Option is fully vested and exercisable on date of grant.
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).
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*
Stephenson Gordon Sheridan

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
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 08/08/2025 M 6,835 A $21.46 35,125 D
Class C Capital Stock 08/08/2025 S 6,835 D $82.0787(1) 28,290 D
Class C Capital Stock 40,000 I Stephenson Family LLC
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) $21.46 08/08/2025 M 6,835 03/01/2016(2) 03/01/2026 Class C Capital Stock 6,835 $0 0 D
Explanation of Responses:
1. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.04 to $82.20. 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.
2. Option is fully vested and exercisable on date of grant.
Remarks:
/s/ Shannon Cartales Attorney-in-Fact 08/12/2025
** 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.

FAQ

What transactions did Gordon Stephenson report on the Form 4 for ZG?

The Form 4 reports an exercise of options for 6,835 Class C shares at $21.46 and a contemporaneous sale of 6,835 Class C shares at a weighted average price of $82.0787 on 08/08/2025.

How many Zillow (ZG) shares does Stephenson beneficially own after the reported transactions?

After the reported transactions the reporting person beneficially owned 28,290 Class C shares directly and 40,000 indirectly through Stephenson Family LLC.

What were the option terms disclosed on the Form 4 (exercise price, grant and expiration)?

The option had an exercise price of $21.46, referenced a grant dated 03/01/2016, and an expiration date of 03/01/2026; the option was reported as fully vested.

At what prices were the shares sold according to the filing?

The filing states the shares were sold in multiple transactions at prices ranging from $82.04 to $82.20, with a weighted average sale price of $82.0787.

What is the reporting person’s relationship to Zillow (ZG)?

The reporting person, Gordon Stephenson, is identified on the Form 4 as a Director of Zillow Group.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 bears a signature block executed by Shannon Cartales, Attorney-in-Fact for the reporting person.