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

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

Corporate Governance Expert

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.

Securities Analyst

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.

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^*

Spaulding Dan

(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 People 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		1,695(1)	D	$80.8664(2)	67,194	D
Class C Capital Stock	08/13/2025		S		1,898(1)	D	$82.0441(3)	65,296	D
Class C Capital Stock	08/15/2025		S		5,680(4)	D	$85.2226(5)	59,616	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 $80.47 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.

3. 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.

4. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2024.

5. 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.

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 did Zillow insider Dan Spaulding report on Form 4 (ZG)?

The filing reports that Dan Spaulding sold 9,273 shares of Class C capital stock across transactions on 08/13/2025 and 08/15/2025.

Why were some shares sold according to the Form 4 for ZG?

The filing states that 1,695 and 1,898 shares sold on 08/13/2025 were to cover tax withholding upon vesting of restricted stock units.

Was any sale executed under a 10b5-1 plan in the ZG Form 4?

Yes. The sale of 5,680 shares on 08/15/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted August 30, 2024.

What weighted average prices were reported for the sales in the ZG Form 4?

The filing reports weighted average sale prices of $80.8664, $82.0441, and $85.2226 for the respective transactions, with price ranges provided for each multi-lot sale.

Who signed the Form 4 filing for Dan Spaulding?

The Form 4 is signed by /s/ Shannon Cartales, Attorney-in-Fact, dated 08/15/2025.