Form 4: Zillow CEO Sells Shares Under 10b5-1 Plan

Zillow Group CEO Jeremy Wacksman sold Class C Capital Stock in August 2025, including sales to cover tax withholdings and under a pre-arranged 10b5-1 trading plan.

Summary

• Jeremy Wacksman, Zillow Group's Chief Executive Officer and Director, reported sales of Class C Capital Stock.
• On August 13, 2025, a total of 7,129 shares were sold at weighted average prices ranging from $80.7774 to $82.4742. These sales were primarily to cover tax withholding obligations due upon the vesting of restricted stock units.
• On August 15, 2025, an additional 11,275 shares were sold at weighted average prices ranging from $85.5761 to $85.9456. These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Wacksman on February 13, 2025.
• Following these transactions, Mr. Wacksman's direct beneficial ownership of Class C Capital Stock decreased to 153,113 shares.

Sentiment

Score: 5

Explanation: The filing details routine insider stock sales, partly for tax obligations and partly under a pre-scheduled 10b5-1 plan. These transactions are common and do not inherently signal a positive or negative outlook for the company's performance.

Positives

• A significant portion of the sales were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled transactions rather than discretionary selling based on new, non-public information.
• Some sales were specifically to cover tax withholding due upon the vesting of restricted stock units, which is a common and routine practice for executive compensation.

Negatives

• CEO Jeremy Wacksman reduced his direct beneficial ownership of Zillow Class C Capital Stock by a total of 18,404 shares across multiple transactions.

Risks

• Reduced insider ownership, even if for routine reasons, could be perceived negatively by some investors, potentially impacting market sentiment.

Future Outlook

N/A

Industry Context

N/A

Related Party Transactions

• Sales of Class C Capital Stock by Jeremy Wacksman, Chief Executive Officer and Director, to cover tax withholding and pursuant to a Rule 10b5-1 trading plan.

Stakeholder Impact

• Shareholders: The reduction in insider ownership is disclosed, but the context of tax withholding and a pre-arranged 10b5-1 plan mitigates potential negative perceptions, suggesting these are not discretionary sales based on new information.

Key Dates

Recommendation

The filing details routine insider stock sales by the CEO, primarily for tax obligations related to restricted stock unit vesting and under a pre-arranged 10b5-1 trading plan. These types of sales are common and do not typically signal a change in management's confidence in the company's long-term prospects. Therefore, the filing itself does not provide new information that would warrant a change in investment recommendation.

Keywords

Zillow, ZG, Z, Jeremy Wacksman, Insider Trading, Form 4, Stock Sale, CEO, 10b5-1, Class C Capital Stock