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

Zillow officer disposes 7,218 Class C shares for tax withholding

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

Rhea-AI Filing Summary

Errol G. Samuelson, Chief Industry Development Officer and director at Zillow Group, sold shares on 08/13/2025 to cover tax withholding from vested restricted stock units. The Form 4 reports three sales totaling 7,218 shares (3,063; 3,701; 454) at weighted-average prices in ranges from $80.33–$82.585. Following the transactions, his beneficial ownership declined sequentially to 132,611, then 128,910, and finally 128,456 shares of Class C common stock. The filing identifies the sales as tax-withholding related and provides weighted-average sale prices and price ranges for each grouped sale.

Positive

  • Sales were explicitly for tax withholding on vested RSUs, as stated in the filing, indicating routine administrative purpose.
  • Weighted-average sale prices and price ranges provided for each grouped sale, enhancing transaction transparency.

Negative

  • Beneficial ownership decreased from 132,611 to 128,456 Class C shares after the reported transactions.

Insights

TL;DR Insider sold 7,218 shares to satisfy tax withholding on vested RSUs; transactions appear routine and non-disruptive to ownership.

The Form 4 discloses three sales on 08/13/2025 totaling 7,218 Class C shares executed as tax-withholding for vested restricted stock units. Reported prices are presented as weighted-average sale prices with specified ranges, which is standard for multiple-block sales. The reductions in beneficial ownership are modest relative to typical executive holdings and are documented as withholding-related rather than discretionary cash-out, suggesting limited market-signaling impact.

TL;DR Disclosure is consistent with routine RSU withholding; documentation of weighted-average prices and ranges improves transparency.

The filing clearly states the sales were to cover tax withholding upon vesting of restricted stock units and supplies weighted-average prices plus transaction price ranges. This level of disclosure supports good governance practices for insider transactions by explaining the purpose and providing price detail. There is no indication of additional derivatives or atypical arrangements in this Form 4.

Insider Samuelson Errol G
Role Chief Industry Dev. Officer
Sold 7,218 shs ($588K)
Type Security Shares Price Value
Sale Class C Capital Stock 3,063 $80.7965 $247K
Sale Class C Capital Stock 3,701 $81.9685 $303K
Sale Class C Capital Stock 454 $82.4912 $37K
Holdings After Transaction: Class C Capital Stock — 132,611 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 $80.33 to $81.26. 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 $81.42 to $82.41. 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 $82.42 to $82.585. 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.
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).
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*
Samuelson Errol G
(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 Industry Dev. 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 3,063(1) D $80.7965(2) 132,611 D
Class C Capital Stock 08/13/2025 S 3,701(1) D $81.9685(3) 128,910 D
Class C Capital Stock 08/13/2025 S 454(1) D $82.4912(4) 128,456 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 $80.33 to $81.26. 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 $81.42 to $82.41. 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 $82.42 to $82.585. 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Zillow insider Errol Samuelson do on 08/13/2025?

He sold 7,218 Class C shares in three transactions to cover tax withholding related to vested restricted stock units.

How many shares did Samuelson own after the transactions?

The filing reports sequential post-transaction beneficial ownership of 132,611, then 128,910, and finally 128,456 shares.

At what prices were the shares sold?

Reported weighted-average sale prices are given with ranges: first group $80.33–$81.26, second group $81.42–$82.41, third group $82.42–$82.585.

Were the sales discretionary or for a specific purpose?

The Form 4 states the shares were sold to cover tax withholding upon vesting of restricted stock units.

Which class of Zillow stock was involved?

All reported transactions and holdings relate to Class C capital stock.