Were Dan Spaulding’s Zillow (Z) share sales part of a trading plan?

Yes. One of the reported sales was executed under a Rule 10b5-1 trading plan adopted on August 30, 2024. Such plans pre-schedule trades, meaning the timing of that sale was determined in advance rather than based on market conditions at the trade date.

Zillow (Z) executive Dan Spaulding sells 5,134 Class C shares under plan

Q: What did Zillow (Z) executive Dan Spaulding report in this Form 4?

Dan Spaulding reported selling 5,134 shares of Zillow Class C capital stock. The transactions occurred in mid-May 2026 and included sales made to cover tax withholding related to vested restricted stock units, leaving him with a direct holding of 49,696 shares.

Q: What type of Zillow (Z) security did Dan Spaulding sell in this Form 4?

All transactions involved Class C capital stock of Zillow Group, Inc. The Form 4 lists three separate non-derivative sales of this class, with different trade dates and weighted average prices, and no accompanying derivative exercises reported.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Zillow Group Chief People Officer Dan Spaulding reported open-market sales of 5,134 shares of Class C capital stock. The transactions on May 14 and May 18, 2026 were executed at weighted average prices around the high-$30 range, with some shares sold to cover tax withholding from restricted stock unit vesting.

After these sales, Spaulding directly holds 49,696 Class C shares. At least one transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 30, 2024, indicating the timing was set in advance rather than decided opportunistically.

Insider Trade Summary 10b5-1

Net Seller: 5,134 shares ($193,091)

Net Sell 3 txns

Insider Spaulding Dan

Role Chief People Officer

Sold 5,134 shs ($193K)

Type	Security	Shares	Price	Value
Sale	Class C Capital Stock	3,078	$37.40	$115K
Sale	Class C Capital Stock	1,906	$37.861	$72K
Sale	Class C Capital Stock	150	$38.7393	$6K

Holdings After Transaction: Class C Capital Stock — 49,696 shares (Direct, null)

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 $37.55 to $38.36. 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 $38.71 to $38.7650. 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.

Key Figures

Total shares sold: 5,134 shares Sale price on May 18, 2026: $37.40 per share Post-transaction holdings: 49,696 shares +2 more

5 metrics

Total shares sold 5,134 shares Net shares sold across three transactions in May 2026

Sale price on May 18, 2026 $37.40 per share Open-market sale of 3,078 Class C shares

Post-transaction holdings 49,696 shares Direct Class C ownership after reported sales

May 14 sale block 1,906 shares Class C shares sold at $37.8610 weighted average price

Additional May 14 sale 150 shares Class C shares sold at $38.7393 weighted average price

Key Terms

restricted stock units, weighted average sale price, Rule 10b5-1 trading plan

3 terms

restricted stock units financial

"Represents shares sold to cover tax withholding due upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sale price financial

"The reported price is a weighted average sale price. These shares were sold in multiple transactions..."

Rule 10b5-1 trading plan regulatory

"The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 05:05 PM

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^*

Spaulding Dan

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC.

1301 SECOND AVENUE, FLOOR 36

(Street)

SEATTLE

WASHINGTON

98101

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Capital Stock	05/14/2026		S		1,906⁽¹⁾	D	$37.861⁽²⁾	52,924	D
Class C Capital Stock	05/14/2026		S		150⁽¹⁾	D	$38.7393⁽³⁾	52,774	D
Class C Capital Stock	05/18/2026		S		3,078⁽⁴⁾	D	$37.4	49,696	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $37.55 to $38.36. 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 $38.71 to $38.7650. 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.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Zillow (Z) executive Dan Spaulding report in this Form 4?

Dan Spaulding reported selling 5,134 shares of Zillow Class C capital stock. The transactions occurred in mid-May 2026 and included sales made to cover tax withholding related to vested restricted stock units, leaving him with a direct holding of 49,696 shares.

How many Zillow (Z) shares does Dan Spaulding hold after the reported sales?

After the reported transactions, Dan Spaulding directly holds 49,696 shares of Zillow Class C stock. This figure reflects his remaining ownership following the sale of 5,134 shares in May 2026, as disclosed in the Form 4 filing.

At what prices did Dan Spaulding sell his Zillow (Z) Class C shares?

Dan Spaulding’s reported sales occurred at weighted average prices around the high-$30 range, including a transaction at $37.40 per share. Some trades were executed across multiple prices within narrow ranges, with full details available on request from the reporting person.

Did any of Dan Spaulding’s Zillow (Z) sales cover tax obligations?

Yes. The Form 4 notes that certain sold shares were used to cover tax withholding triggered by the vesting of restricted stock units. These tax-related sales are mechanistic and arise from compensation events rather than discretionary investment decisions.

What type of Zillow (Z) security did Dan Spaulding sell in this Form 4?

All transactions involved Class C capital stock of Zillow Group, Inc. The Form 4 lists three separate non-derivative sales of this class, with different trade dates and weighted average prices, and no accompanying derivative exercises reported.