Zillow (Z) director entity exercises 16,835 options in Class C

Rhea-AI Filing Summary

Zillow Group director Jay C. Hoag reported an option exercise linked to entities he is associated with. On February 13, 2026, a stock option for 16,835 shares was exercised, delivering 16,835 shares of Class C Capital Stock at $21.46 per share. After this transaction, 23,125 Class C shares are held directly. Footnotes state that TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interest in these options and resulting shares, and that Hoag disclaims beneficial ownership except to the extent of his pecuniary interest. Multiple TCV investment entities and the Hoag Family Trust also hold Class C shares indirectly, with Hoag again disclaiming beneficial ownership beyond his economic 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
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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)
02/13/2026

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
Class C Capital Stock	02/13/2026		M		16,835	A	$21.46	23,125	D(1)
Class C Capital Stock								1,946,114	I	TCV VIII, L.P.(2)
Class C Capital Stock								524,804	I	TCV VIII (A) Mariner, L.P.(3)
Class C Capital Stock								120,869	I	TCV VIII (B), L.P.(4)
Class C Capital Stock								758	I	TCV VIII Management, L.L.C.(5)
Class C Capital Stock								309,792	I	TCV Member Fund, L.P.(6)
Class C Capital Stock								2,157,155	I	TCV IX, L.P.(7)
Class C Capital Stock								608,672	I	TCV IX (A) Opportunities, L.P.(8)
Class C Capital Stock								115,208	I	TCV IX (B), L.P.(9)
Class C Capital Stock								1,349	I	TCV IX Management, L.L.C.(5)
Class C Capital Stock								1,525,612	I	TCV XI, L.P.(10)
Class C Capital Stock								484,217	I	TCV XI (A), L.P.(11)
Class C Capital Stock								107,930	I	TCV XI (B), L.P.(12)
Class C Capital Stock								114,536	I	TCV XI (Lux), SCSp(13)
Class C Capital Stock								719	I	TCV XI Management, L.L.C.(5)
Class C Capital Stock								105,741	I	TCV XI Member Fund, L.P.(14)
Class C Capital Stock								58,098	I	Hoag Family Trust, U/A DTD 08/02/1994(15)

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)	$21.46	02/13/2026		M			16,835	03/01/2016	03/01/2026	Class C Capital Stock	16,835	$0	0	D(16)

Explanation of Responses:

1. Jay C. Hoag has sole dispositive power over 6,290 of these shares. However, although he holds an additional 16,835 shares, TCV VIII Management, L.L.C. has a right to 100% of the pecuniary interest in these 16,835 shares. Mr. Hoag is a member of TCV VIII Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such 16,835 shares except to the extent of his pecuniary interest therein.

2. These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is sole shareholder of TCV VIII (A) Mariner, Ltd., which in turn is the sole limited partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Jay C. 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 the shares held by each entity except to the extent of his pecuniary interest therein.

6. These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Member and Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein.

9. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

10. These shares are directly held by TCV XI, L.P. ("TCV XI"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management XI, Ltd. ("Management XI") and a limited partner of Technology Crossover Management XI, L.P. ("TCM XI"). Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI. Mr. Hoag may be deemed to beneficially own the shares held by TCV XI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. These shares are directly held by TCV XI (A), L.P. ("TCV XI (A)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (A). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

12. These shares are directly held by TCV XI (B), L.P. ("TCV XI (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein

13. These shares are directly held by TCV XI (Lux), SCSp ("TCV XI Lux"). Jay C. Hoag is a Class A Member and Class A Director of Management XI. Management XI is the sole shareholder of Technology Crossover Management XI, S.a r.l. ("TCM XI Sarl"), which is in turn the managing general partner of TCV XI Lux. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

14. These shares are directly held by TCV XI Member Fund, L.P. ("TCV XI Member Fund"). Mr. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCV XI Member Fund. Management XI is the sole general partner of TCV XI Member Fund. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

15. These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

16. Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII 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	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Jay C. Hoag report at Zillow (Z)?

Jay C. Hoag reported exercising a stock option for 16,835 shares of Zillow Class C Capital Stock at $21.46 per share. The transaction is recorded as an exercise of a derivative security rather than an open-market purchase or sale, updating his reported holdings.

How many Zillow Class C shares does Jay C. Hoag hold directly after this Form 4?

Following the reported option exercise, 23,125 shares of Zillow Class C Capital Stock are shown as held directly. This figure reflects Hoag’s direct ownership line after exercising 16,835 options, as disclosed in the insider filing’s non-derivative holdings table.

Who has the economic interest in the 16,835 Zillow shares from the option exercise?

Footnotes state TCV VIII Management, L.L.C. has a right to 100% of the pecuniary interest in the 16,835 options and resulting shares. Hoag has sole voting and dispositive power but disclaims beneficial ownership beyond his own pecuniary interest in these securities.

Are there indirect Zillow Class C holdings associated with Jay C. Hoag and TCV funds?

Yes. The filing lists Class C shares held by multiple TCV VIII, TCV IX, and TCV XI funds and related entities. Hoag is a member or limited partner in these entities and may be deemed to beneficially own shares, but he disclaims ownership except for his pecuniary interest.

Does the Hoag Family Trust hold Zillow Class C shares in this Form 4?

The filing shows Class C shares held by The Hoag Family Trust U/A DTD 08/02/1994. Hoag is a trustee of the trust and disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest, consistent with the other entity-related disclosures.

Was this Zillow insider Form 4 a buy or sell in the open market?

The Form 4 reports an exercise of a stock option (transaction code M), not an open-market buy or sell. Shares were acquired through conversion of a derivative security, with economic rights allocated to TCV VIII Management, L.L.C. under the disclosed arrangements.