ZG Form 4: Hofmann Exercises Options and Executes 10b5-1 Sale

Rhea-AI Filing Summary

Jeremy Hofmann, Chief Financial Officer of Zillow Group, executed transactions on 09/08/2025. He exercised a fully vested option to acquire 25,000 shares of Class C capital stock at an exercise price of $38.78 per share. The exercise increased the amount of Class C shares associated with the option position and is reported in Table II as 25,000 underlying shares.

On the same date, Hofmann sold 25,000 shares of Class C capital stock pursuant to a Rule 10b5-1 trading plan adopted on September 4, 2024. The weighted-average sale price was $89.9936 per share, with individual sale prices ranging from $89.98 to $90.0450. After these transactions the reporting person held 84,146 shares of Class C capital stock beneficially. The Form 4 was signed by Attorney-in-Fact Shannon Cartales on 09/10/2025.

Positive

• Exercise of fully vested options to acquire 25,000 shares at $38.78 shows planned option monetization rather than ad hoc selling.
• Sale executed under a Rule 10b5-1 trading plan adopted Sept 4, 2024, indicating pre-established compliance procedures for insider trades.

Negative

• Insider sale of 25,000 shares on 09/08/2025 reduced beneficial ownership to 84,146 shares, representing realized insider liquidity.

Insights

Securities Analyst

TL;DR: CFO exercised vested options and sold an equal number of shares under a 10b5-1 plan; transactions appear routine and preplanned.

The report shows a simultaneous option exercise for 25,000 shares at $38.78 and a sale of 25,000 Class C shares at a weighted-average price of $89.9936 executed under a Rule 10b5-1 plan. The exercise was of fully vested options, and the sale was effected pursuant to a pre-established trading plan adopted Sept 4, 2024, reducing the reporting person’s beneficial holdings to 84,146 shares. For investors, these transactions document routine insider liquidity and option monetization rather than an ad hoc market signal.

Corporate Governance Expert

TL;DR: Transactions comply with Rule 10b5-1 framework; timing and disclosure indicate adherence to insider-trading controls.

The filing discloses an option exercise and contemporaneous sales executed under a Rule 10b5-1 plan, with the filer providing the required explanation of the plan. The presence of a signed Form 4 and explicit disclosure of the plan adoption date and weighted-average sale price supports transparent compliance. There is no disclosure in this Form 4 of any amendment or irregularity; therefore, from a governance perspective these are routine, properly disclosed insider transactions.

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)
09/08/2025

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	09/08/2025		M		25,000	A	$38.78	109,146	D
Class C Capital Stock	09/08/2025		S		25,000(1)	D	$89.9936(2)	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
Stock Option (right to buy)	$38.78	09/08/2025		M			25,000	(3)	03/05/2031	Class C Capital Stock	25,000	$0	44,282	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2024.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $89.98 to $90.0450. 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. Option is fully vested and exercisable.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	09/10/2025
	** 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 transactions did Zillow Group (ZG) insider Jeremy Hofmann report on Form 4?

He exercised 25,000 vested stock options at $38.78 per share and sold 25,000 Class C shares on 09/08/2025.

At what price were the 25,000 shares sold by the Zillow insider?

The weighted-average sale price was $89.9936 per share, with individual sale prices ranging from $89.98 to $90.0450.

Were the sales part of a pre-arranged trading plan for ZG insider trades?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2024.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 reports 84,146 shares of Class C capital stock beneficially owned following the transactions.

Is the option that was exercised fully vested and exercisable?

Yes. The Form 4 states the option is fully vested and exercisable.