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

Rhea-AI Filing Summary

Jeremy Hofmann, Chief Financial Officer of Zillow Group, Inc. (Z and ZG), reported multiple sales of Class C capital stock on August 13 and August 15, 2025. The filings show four dispositions: 2,268 shares sold on 08/13/2025 at a weighted average price of $80.7838, 2,713 shares on 08/13/2025 at $82.0025, 186 shares on 08/13/2025 at $82.5408, and 8,168 shares on 08/15/2025 at $85.35, leaving Hofmann with 84,146 Class C shares after the last sale.

The 08/13 sales were to cover tax withholding obligations upon RSU vesting, with weighted-average price ranges disclosed for each batch. The 08/15 sale was executed pursuant to a Rule 10b5-1 trading plan adopted September 4, 2024. The Form 4 was signed by an attorney-in-fact on August 15, 2025.

Insights

Securities Analyst

TL;DR: Multiple small insider sales primarily for tax withholding and a Rule 10b5-1 plan indicate routine disposition, not a clear signal of material change.

The transactions are disclosed as sales of vested restricted stock units to satisfy tax withholding and sales under a pre-existing 10b5-1 plan. Total disclosed shares sold equal 13,335 across two reporting dates, with post-sale beneficial ownership of 84,146 Class C shares. The reported prices are weighted averages with ranges provided, which is standard when multiple executions occur. From a governance and disclosure standpoint, the filing is complete and follows required Rule 10b5-1 and Section 16 reporting practices. These actions do not, by themselves, provide evidence of operational or financial deterioration in the company because the stated purposes are routine tax-related settlements and scheduled plan trades.

Corporate Governance Expert

TL;DR: Insider used approved mechanisms (withholding sales and a 10b5-1 plan), reflecting routine equity management, not necessarily adverse governance developments.

The Form 4 clearly identifies the reporting person as the CFO and discloses the nature of each sale: three tranches sold to cover RSU tax withholding and one tranche sold under a Rule 10b5-1 plan adopted on September 4, 2024. The explanations include weighted-average price ranges and an offer to provide per-trade details on request, which aligns with transparent disclosure practice. No amendments or other unusual items are noted. For investors focused on insider signaling, these are standard equity monetization actions rather than governance red flags.

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^*

Hofmann Jeremy

(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 Financial 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		2,268(1)	D	$80.7838(2)	95,213	D
Class C Capital Stock	08/13/2025		S		2,713(1)	D	$82.0025(3)	92,500	D
Class C Capital Stock	08/13/2025		S		186(1)	D	$82.5408(4)	92,314	D
Class C Capital Stock	08/15/2025		S		8,168(5)	D	$85.35	84,146	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 $80.325 to $81.27. 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 $81.49 to $82.435. 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 $82.515 to $82.565. 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2024.

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 insider activity did Zillow Group (ZG) report for Jeremy Hofmann?

The Form 4 reports the CFO sold a total of 13,335 Class C shares on 08/13/2025 and 08/15/2025, leaving 84,146 shares beneficially owned.

Why were shares sold by the reporting person on the Form 4?

Three sales on 08/13/2025 were to cover tax withholding upon RSU vesting; the 08/15/2025 sale was made pursuant to a Rule 10b5-1 trading plan adopted on 09/04/2024.

What prices were reported for the shares sold by Jeremy Hofmann?

Reported weighted average prices were $80.7838, $82.0025, $82.5408, and $85.35; per-trade ranges for the August 13 tranches are provided in the filing.

Does the Form 4 indicate the sales were part of a planned trading program?

Yes. The Form 4 indicates the 08/15/2025 sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 09/04/2024.

Who signed the Form 4 and when?

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