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

Rhea-AI Filing Summary

Form 4 by Lloyd D. Frink, Co-Exec. Chairman & President of Zillow Group (ZG). Between 08/27/2025 and 08/29/2025 Mr. Frink exercised 10,000 stock options at an exercise price of $22.41 per share and concurrently sold 10,000 Class C shares at weighted-average prices in the roughly $83.7–$86.6 range under a Rule 10b5-1 trading plan adopted December 11, 2024. Following these reported transactions Mr. Frink directly beneficially owns approximately 2,233,189–2,236,523 Class C shares depending on the line item, and indirectly beneficially owns 697,765 shares through the Frink Descendants' Trust. The sales were disclosed as effected under the 10b5-1 plan and prices reflect weighted averages from multiple trades.

Positive

• Exercised 10,000 options at $22.41, indicating realization of long-term compensation at a low strike price
• Sales executed under a 10b5-1 plan adopted 12/11/2024, which provides pre-arranged trading defense and transparency

Negative

• Sold 10,000 Class C shares in multiple transactions at weighted-average prices ~ $83.7–$86.6, representing insider liquidity rather than additional accumulation

Insights

Corporate Governance Expert

TL;DR: Insider exercised options and sold an equal number of shares under a 10b5-1 plan; disclosure is routine and complies with Section 16 reporting.

The Form 4 shows option exercises totaling 10,000 shares at $22.41 and contemporaneous sales of 10,000 Class C shares at weighted-average prices near $84–$86 executed pursuant to a 10b5-1 trading plan adopted 12/11/2024. From a governance and compliance perspective, the filing provides required detail on transaction codes, weighted-average prices, and the plan reference, reducing disclosure risk. No departures from standard Section 16 practice are evident in the filing text provided.

Securities Analyst

TL;DR: Transactions are economically neutral for ownership scale; exercises occurred at low strike and sales at much higher market prices.

The reporting shows exercises at $22.41 and sales at weighted-average prices in the mid-80s, implying the reporting person captured significant intrinsic value on the exercised options. The net direct ownership remains >2.23 million Class C shares with an additional 697,765 indirectly held. For investors, these are disclosed insider liquidity actions rather than indications of a change in control or strategy; the filing contains the necessary price ranges and plan reference for verification.

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^*

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)
08/27/2025

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	08/27/2025		M		3,333	A	$22.41	2,236,522	D
Class C Capital Stock	08/27/2025		S		2,232(1)	D	$84.744(2)	2,234,290	D
Class C Capital Stock	08/27/2025		S		777(1)	D	$85.4094(3)	2,233,513	D
Class C Capital Stock	08/27/2025		S		324(1)	D	$86.3786(4)	2,233,189	D
Class C Capital Stock	08/28/2025		M		3,333	A	$22.41	2,236,522	D
Class C Capital Stock	08/28/2025		S		2,175(1)	D	$84.3108(5)	2,234,347	D
Class C Capital Stock	08/28/2025		S		1,158(1)	D	$84.9936(6)	2,233,189	D
Class C Capital Stock	08/29/2025		M		3,334	A	$22.41	2,236,523	D
Class C Capital Stock	08/29/2025		S		3,091(1)	D	$84.5829(7)	2,233,432	D
Class C Capital Stock	08/29/2025		S		243(1)	D	$85.4405(8)	2,233,189	D
Class C Capital Stock								697,765	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	08/27/2025		M			3,333	(9)	03/28/2026	Class C Capital Stock	3,333	$0	106,667	D
Stock Option (right to buy)	$22.41	08/28/2025		M			3,333	(9)	03/28/2026	Class C Capital Stock	3,333	$0	103,334	D
Stock Option (right to buy)	$22.41	08/29/2025		M			3,334	(9)	03/28/2026	Class C Capital Stock	3,334	$0	100,000	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 $84.18 to $85.17. 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 $85.19 to $86.145. 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 $86.245 to $86.55. 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 reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.71 to $84.69. 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.

6. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.71 to $85.33. 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 $84.18 to $85.14. 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.

8. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $85.265 to $85.67. 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.

9. Option is fully vested and exercisable.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	08/29/2025
	** 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 did Lloyd D. Frink report on Form 4 for ZG?

The Form 4 reports Mr. Frink exercised 10,000 options at $22.41 and sold 10,000 Class C shares at weighted-average prices in the $83.7–$86.6 range.

Were the sales by the Zillow (ZG) insider part of a pre-arranged plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 11, 2024.

How many Zillow (ZG) shares does the reporting person beneficially own after these transactions?

After the reported transactions Mr. Frink directly beneficially owns approximately 2.23 million Class C shares and indirectly owns 697,765 shares through the Frink Descendants' Trust.

What prices were reported for the insider sales in the Form 4?

The Form 4 reports weighted-average sale prices with ranges: $83.71–$84.69, $84.18–$85.17, $85.19–$86.145, and $86.245–$86.55, depending on tranches.

Are the option grants fully vested and exercisable?

Yes. The filing notes the options exercised were fully vested and exercisable.