Zillow (ZG) Director Executes Option Exercises and Disposes of Class C Shares

Rhea-AI Filing Summary

April Underwood, a director of Zillow Group, reported option exercises and a related sale on 09/08/2025. She exercised two fully vested stock options to acquire 1,679 shares at an exercise price of $34.42 and 1,700 shares at $35.39. The filing shows a subsequent sale of 3,621 Class C shares at a weighted average price of $90.1153, with sale prices ranging from $90.1018 to $90.1451. Following the transactions the amounts reported as beneficially owned changed to 2,404 shares, then 4,104 shares, and later 483 shares. The signature on the form is by an attorney-in-fact on 09/10/2025.

Insights

Financial Analyst

TL;DR: Director exercised vested options and sold a portion of Class C shares; transaction appears routine and not clearly material to valuation.

The filing reports two option exercises on 09/08/2025 for 1,679 and 1,700 shares at exercise prices of $34.42 and $35.39 respectively, both noted as fully vested and exercisable. The reporting person sold 3,621 Class C shares the same date at a weighted average price of $90.1153, with trade prices disclosed in a narrow range. These are insider liquidity and option-exercise transactions rather than equity grants or strategic changes. The net change in beneficial ownership is explicit in the filing; no other company financial data or forward-looking statements are included.

Corporate Governance Expert

TL;DR: This Form 4 documents routine director exercise and disposition activity; it raises no governance red flags on its face.

The report identifies April Underwood as a director and indicates option exercises that were fully vested, followed by a market sale executed in multiple trades at prices between $90.1018 and $90.1451. The filing was executed by an attorney-in-fact and contains an explicit explanation of the weighted average sale price. There is no indication of other related-party transactions, special arrangements, or amendments that would suggest unusual governance concerns based on the information provided.

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

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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^*

Underwood April

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		1,679	A	$34.42	2,404	D
Class C Capital Stock	09/08/2025		M		1,700	A	$35.39	4,104	D
Class C Capital Stock	09/08/2025		S		3,621	D	$90.1153(1)	483	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)	$34.42	09/08/2025		M			1,679	(2)	02/11/2027	Class C Capital Stock	1,679	$0	0	D
Stock Option (right to buy)	$35.39	09/08/2025		M			1,700	(2)	03/01/2027	Class C Capital Stock	1,700	$0	8,122	D

Explanation of Responses:

1. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $90.1018 to $90.1451. 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.

2. 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

Who filed this Form 4 and what is their role at ZG?

The filer is April Underwood, identified as a director of Zillow Group (ZG).

What transactions were reported on 09/08/2025?

The filing reports exercise of two stock options (1,679 shares at $34.42 and 1,700 shares at $35.39) and a sale of 3,621 Class C shares at a weighted average price of $90.1153.

Were the stock options vested and exercisable?

Yes. The filing states the options are fully vested and exercisable.

What was the sale price range for the disposed shares?

The sale transactions occurred at prices ranging from $90.1018 to $90.1451; the weighted average sale price reported is $90.1153.

Who signed the Form 4 and when?

The form is signed by /s/ Shannon Cartales, Attorney-in-Fact on 09/10/2025.