ZG Form 4: Chief People Officer disposes of 9,273 Class C shares
Rhea-AI Filing Summary
Dan Spaulding, Chief People Officer of Zillow Group, reported sales of 9,273 shares of Class C capital stock across transactions on 08/13/2025 and 08/15/2025. Two sales on 08/13/2025 totaling 3,593 shares were executed to cover tax withholding upon vesting of restricted stock units, with weighted average prices of $80.8664 and $82.0441. A separate sale of 5,680 shares on 08/15/2025 was effected under a Rule 10b5-1 trading plan adopted August 30, 2024, at a weighted average price of $85.2226. Following these transactions the filing reports 59,616 shares beneficially owned. The form is signed by an attorney-in-fact, Shannon Cartales.
Positive
- Use of Rule 10b5-1 plan for the 08/15/2025 sale indicates pre-arranged trading and reduces concerns about opportunistic timing.
- Sales for tax withholding on vested restricted stock units are routine and documented, explaining part of the disposals.
Negative
- Total shares sold: 9,273, which reduced beneficial ownership to 59,616 Class C shares following the transactions.
- Weighted average sale prices span roughly $80.47 to $85.565, showing multiple transaction price points rather than a single execution price.
Insights
TL;DR: Routine insider sales for tax withholding and an established 10b5-1 plan suggest procedural, not governance, concerns.
The Form 4 discloses sales tied to tax withholding on vested restricted stock units and a pre-arranged Rule 10b5-1 plan for the 08/15/2025 sale. Sales to satisfy tax obligations are a common practice and the existence of a 10b5-1 plan indicates the trades were scheduled in advance, which helps mitigate signaling risk and potential accusations of opportunistic timing. The filing is signed by an attorney-in-fact, which is standard when delegates execute filings. There is no disclosure here of any unusual corporate governance events, departures, or undisclosed related-party transactions.
TL;DR: Insider disposed of 9,273 Class C shares across three transactions at weighted prices between $80.47 and $85.565.
From an investor-transparency perspective, the filing provides transaction dates, share counts, and weighted average prices with ranges for the multiple-lot sales. The sales reduced the reporting person’s holdings to 59,616 Class C shares. The breakdown shows two small disposals to cover tax withholding and a larger sale under a documented 10b5-1 plan, which typically reduces information asymmetry about insider intent. The filing does not include any derivative transactions or other material changes beyond the reported disposals.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class C Capital Stock | 5,680 | $85.2226 | $484K |
| Sale | Class C Capital Stock | 1,695 | $80.8664 | $137K |
| Sale | Class C Capital Stock | 1,898 | $82.0441 | $156K |
Footnotes (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 $80.47 to $81.45. 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 $81.55 to $82.48. 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2024. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.82 to $85.565. 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.
