Zillow Group (NASDAQ: Z) director awarded 18,996 stock options

Rhea-AI Filing Summary

Zillow Group director Jay C. Hoag reported an award of 18,996 stock options with a right to buy Class C shares. The options were granted at an exercise price of $0.00 per share, reflecting a compensation grant rather than an open-market purchase.

According to the vesting terms, one-quarter of the options will vest and become exercisable after each three-month period following the grant date, so the award will be fully vested on the one-year anniversary. Hoag has sole voting and dispositive power over the options he holds directly, while entities TCV VIII Management, L.L.C., TCV IX Management, L.L.C. and TCV XI Management, L.L.C. collectively have rights to 100% of the pecuniary interest, and Hoag disclaims beneficial ownership except to the extent of his pecuniary interest.

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).

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^*

Hoag Jay C

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(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)
03/01/2026

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

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)	$44.62	03/01/2026		A		18,996		06/01/2026(1)	03/01/2036	Class C Capital Stock	18,996	$0	18,996	D(2)

Explanation of Responses:

1. 1/4 of the shares subject to the option will vest and become exercisable after each three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.

2. Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C, TCV IX Management, L.L.C. and TCV XI Management, L.L.C. collectively have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C., TCV IX Management, L.L.C. and TCV XI Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

	/s/ Frederic D. Fenton Authorized signatory for Jay C. Hoag	03/03/2026
	** 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 transaction did Zillow Group (Z) director Jay C. Hoag report?

Jay C. Hoag reported receiving a grant of 18,996 stock options in Zillow Group as director compensation. The options are exercisable at $0.00 per share and vest quarterly over one year, rather than representing an open-market share purchase or sale.

How do Jay C. Hoag’s new Zillow Group options vest?

The 18,996 stock options vest in four equal installments, with one-quarter becoming exercisable after each three-month period following the grant date. The award will be fully vested on the one-year anniversary, aligning the director’s incentives with Zillow Group’s performance over that period.

Who holds the economic interest in Jay C. Hoag’s Zillow Group options?

While Jay C. Hoag has sole voting and dispositive power over the options he holds directly, TCV VIII Management, L.L.C., TCV IX Management, L.L.C. and TCV XI Management, L.L.C. collectively hold 100% of the pecuniary interest. Hoag disclaims beneficial ownership except for his pecuniary interest.

Does Jay C. Hoag’s Form 4 show a Zillow Group share purchase or sale?

The Form 4 reports an option grant, not an open-market purchase or sale of Zillow Group shares. It reflects a compensatory stock option award at a $0.00 exercise price, with vesting over one year, instead of a cash transaction in the company’s stock.

What does it mean that Jay C. Hoag disclaims beneficial ownership of some Zillow options?

Hoag disclaims beneficial ownership of the options and underlying shares except to the extent of his pecuniary interest. This reflects that TCV VIII, TCV IX and TCV XI Management entities hold the full economic interest, even though Hoag has sole voting and dispositive power.