STOCK TITAN

Zillow CFO sells 3,110 Class C shares at ~$81 for tax withholding

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

Rhea-AI Filing Summary

Jennifer Rock, Chief Accounting Officer of Zillow Group, reported sales of Class C common stock on 08/13/2025 to cover tax withholding upon vesting of restricted stock units. The Form 4 shows two dispositions: 1,440 shares sold at a weighted average price of $80.8255 (range $80.54–$81.42) and 1,670 shares sold at a weighted average price of $82.0379 (range $81.625–$82.48). Following those transactions, the reporting lines list beneficial ownership amounts of 48,861 and 47,191 shares respectively. The sales were executed as routine tax-withholding related dispositions and were signed by an attorney-in-fact on 08/15/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine insider share sales to cover tax withholding; no evidence of opportunistic or material equity disposition.

The Form 4 discloses two small-scale sales totaling 3,110 Class C shares on 08/13/2025 at weighted average prices near $81 per share to satisfy tax obligations from vested RSUs. This pattern is common and generally neutral for valuation: it's a mechanical need to sell rather than a discretionary cashing out. The disclosure includes price ranges and weighted averages, allowing verification of execution levels. No derivative transactions or changes in officer/director status are reported, so investor impact appears limited.

TL;DR: Disclosure shows standard tax-withholding sales tied to RSU vesting; governance implications are minimal.

The filing clearly states the purpose as tax withholding for restricted stock units and provides weighted-average prices and price ranges for the trades, which supports transparency. The reporting person remains identified as the Chief Accounting Officer and a director checkbox is present, with no indication of a change in role or control. As a routine compliance disclosure under Section 16, this Form 4 is a standard governance matter with no material red flags.

Insider Rock Jennifer
Role Chief Accounting Officer
Sold 3,110 shs ($253K)
Type Security Shares Price Value
Sale Class C Capital Stock 1,440 $80.8255 $116K
Sale Class C Capital Stock 1,670 $82.0379 $137K
Holdings After Transaction: Class C Capital Stock — 48,861 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 $80.54 to $81.42. 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 $81.625 to $82.48. 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.
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*
Rock Jennifer

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting 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 1,440(1) D $80.8255(2) 48,861 D
Class C Capital Stock 08/13/2025 S 1,670(1) D $82.0379(3) 47,191 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 $80.54 to $81.42. 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 $81.625 to $82.48. 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.

FAQ

What transactions did Jennifer Rock report on Form 4 for Zillow (ZG)?

She reported the sale of 1,440 Class C shares and 1,670 Class C shares on 08/13/2025 to cover tax withholding from vested RSUs.

At what prices were the Zillow (ZG) shares sold according to the Form 4?

The sales reported weighted average prices of $80.8255 (range $80.54–$81.42) and $82.0379 (range $81.625–$82.48).

How many total shares were sold to cover taxes in this filing?

3,110 Class C shares were sold in total (1,440 + 1,670).

Does the Form 4 indicate a change in Jennifer Rock’s role at Zillow?

No. The filing lists her as Chief Accounting Officer and does not indicate any change in position or control.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Shannon Cartales, Attorney-in-Fact on 08/15/2025.