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ZG Form 4: Director Disposes 242 Class C Shares via Preplanned 10b5-1 Sale

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

Rhea-AI Filing Summary

Claire Cormier Thielke, a director of Zillow Group, Inc. (tickers Z and ZG), reported a sale of 242 shares of Class C capital stock on 09/03/2025 at a price of $81.91 per share, leaving her with 483 shares beneficially owned after the transaction. The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2025, indicating the transaction was preplanned. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

  • Transaction executed under a Rule 10b5-1 plan, signaling the sale was preplanned and reduces concerns about opportunistic insider trading

Negative

  • None.

Insights

TL;DR: Small, preplanned insider sale; no clear material impact on valuation.

The reported sale of 242 shares at $81.91 represents a routine, scheduled disposition under a Rule 10b5-1 plan. The transaction reduces the director's direct holdings to 483 shares, a modest holding size relative to a public company's outstanding shares. Because the sale was conducted pursuant to a pre-established plan, it limits informational signaling from the transaction itself. From a market-impact perspective, the trade size is likely immaterial to Zillow Group's capitalization or liquidity.

TL;DR: Use of a 10b5-1 plan demonstrates governance best practices for insider trading compliance.

The filing explicitly notes the sale was effected under a Rule 10b5-1 plan adopted on March 13, 2025, which provides an affirmative defense against insider trading claims when properly documented and executed. The timely disclosure on Form 4 and execution by an attorney-in-fact are consistent with procedural compliance. The disclosed share counts and transaction details are concise; no additional governance concerns are evident from this single, small transaction.

Insider Cormier Thielke Claire
Role Director
Sold 242 shs ($20K)
Type Security Shares Price Value
Sale Class C Capital Stock 242 $81.91 $20K
Holdings After Transaction: Class C Capital Stock — 483 shares (Direct)
Footnotes (1)
  1. [object Object]
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*
Cormier Thielke Claire
(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)
09/03/2025
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 09/03/2025 S 242(1) D $81.91 483 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. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2025.
Remarks:
/s/ Shannon Cartales Attorney-in-Fact 09/04/2025
** 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 Claire Cormier Thielke sell according to the Form 4 for ZG?

The Form 4 reports a sale of 242 shares of Class C capital stock on 09/03/2025 at $81.91 per share.

How many Zillow (ZG) shares does the reporting director own after the reported transaction?

The filing shows the reporting person beneficially owned 483 shares following the reported sale.

Was the Zillow insider sale part of a prearranged trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2025.

Who signed the Form 4 for the reported Zillow (ZG) transaction?

The Form 4 was signed by Shannon Cartales, Attorney-in-Fact, on 09/04/2025.

Does the Form 4 indicate the filing was made by more than one reporting person?

No. The form indicates it was filed by one reporting person.