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

Rhea-AI Filing Summary

Form 4 highlights – Zillow Group, Inc. (ZG, Z): Co-Executive Chairman, President and Co-Founder Lloyd D. Frink reported paired option exercises and open-market sales on 22-23 Jul 2025.

• Options exercised: 52,866 shares on 7/22/25 and 27,134 shares on 7/23/25 at a fixed $22.41 strike (grants dated 05/18/16, expiring 03/28/26).
• Shares sold: Exactly the same totals (80,000 shares) were sold under a 10b5-1 plan at weighted-average prices of $80.25, $80.60 and $81.24.
• Holdings after transactions: 2,383,189 Class C shares held directly and 797,765 shares held indirectly through the Frink Descendants’ Trust.
• Ownership status: Frink remains a director, executive officer and co-founder; filing made individually.

No Class A or Class B activity was reported. The trades convert in-the-money options to cash without changing Frink’s overall direct share count materially.

Insights

Equity Analyst

TL;DR: Insider exercised 80k options and immediately sold, monetising gain; net share count unchanged, sentiment mildly negative.

Frink’s exercise-and-sell suggests liquidity taking rather than incremental investment. The ~80k share sale is <1 % of his 2.38 M direct stake, so limited structural impact, yet insider selling near $80—4× the $22.41 strike—may be viewed as a short-term confidence check. No new options granted. The 10b5-1 plan reduces signal noise, but investors often discount when multiple sales occur at multi-year highs. Overall, the filing is moderately negative for sentiment but not financially material to Zillow.

Corporate Governance Specialist

TL;DR: Routine 10b5-1 cash-out; governance risk low, market impact minimal.

Use of a pre-arranged 10b5-1 plan aligns with best-practice, limiting potential misuse of insider knowledge. Exercising options close to expiry and selling equal shares keeps exposure level steady, signalling portfolio rebalancing rather than exit. Remaining holdings and board role preserve alignment with shareholders. I classify the event as low governance risk and largely non-impactful.

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).

1. Name and Address of Reporting Person^*

Frink Lloyd D

(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)	X	Other (specify below)
	Co -Exec. Chairman & President		Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025		M		52,866	A	$22.41	2,436,055	D
Class C Capital Stock	07/22/2025		S		52,866(1)	D	$80.2475(2)	2,383,189	D
Class C Capital Stock	07/23/2025		M		27,134	A	$22.41	2,410,323	D
Class C Capital Stock	07/23/2025		S		15,475(1)	D	$80.6032(3)	2,394,848	D
Class C Capital Stock	07/23/2025		S		11,659(1)	D	$81.2373(4)	2,383,189	D
Class C Capital Stock								797,765	I	Frink 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	07/22/2025		M			52,866	05/18/2016(5)	03/28/2026	Class C Capital Stock	52,866	$0	147,134	D
Stock Option (right to buy)	$22.41	07/23/2025		M			27,134	05/18/2016(5)	03/28/2026	Class C Capital Stock	27,134	$0	120,000	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2024.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.52. 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 $80.03 to $81.025. 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 $81.03 to $81.525. 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. Date at which first vesting occurs is indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	07/24/2025
	** 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

How many Zillow (ZG) shares did Lloyd Frink sell in July 2025?

He sold a total of 80,000 Class C shares in two tranches on 22-23 Jul 2025.

At what prices were the Zillow shares sold?

Weighted-average sale prices were $80.25, $80.60 and $81.24, per the Form 4 footnotes.

Did the executive exercise stock options before selling?

Yes, he exercised 52,866 options on 7/22/25 and 27,134 options on 7/23/25 at a $22.41 strike.

How many Zillow shares does Frink still own after the transactions?

He holds 2,383,189 Class C shares directly and 797,765 indirectly through a family trust.

Was the sale made under a 10b5-1 trading plan?

Yes, the filing states the sales were executed under a Rule 10b5-1 plan adopted 11 Dec 2024.