Form 4: Zillow Co-Founder Sells 350,000 Shares in Planned Trades

Richard N. Barton, Zillow's Co-Executive Chairman and Co-Founder, reported the sale of 350,000 shares of Class C Capital Stock in pre-planned transactions.

Summary

• Richard N. Barton, Co-Executive Chairman, Co-Founder, Director, and 10% Owner of Zillow Group, Inc. (Z and ZG), reported transactions.
• Barton sold a total of 350,000 shares of Zillow Class C Capital Stock over two days.
• On August 14, 2025, 40,220 shares were sold at a weighted average price of $84.0593, 146,111 shares at $85.1047, and 13,669 shares at $85.4924.
• On August 15, 2025, 77,431 shares were sold at a weighted average price of $85.5305, 22,569 shares at $85.9347, and 50,000 shares at $85.7886.
• These transactions were made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following these sales, Barton's direct beneficial ownership of Class C Capital Stock is 2,501,225 shares.
• Indirect beneficial ownership includes shares held by The Richard & Sarah Barton Irrevocable Trust (843,248 shares), Barton Ventures II LLC (450,000 shares), Barton Descendants' Trust (442,086 shares), and RNB Z GRAT of May 2024 (1,705,527 shares).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can be a negative signal, the explicit mention of a 10b5-1 plan mitigates concerns, indicating a pre-planned transaction rather than a reaction to adverse company news. The insider retains substantial holdings.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating they were pre-scheduled and not based on new, non-public information, which can mitigate concerns typically associated with insider selling.
• Richard N. Barton retains significant direct and indirect beneficial ownership in Zillow Group, demonstrating continued alignment with shareholder interests.

Negatives

• The sale of a substantial number of shares (350,000) by a key insider, even if pre-planned, could be perceived by some investors as a slight negative signal regarding future growth or valuation.

Risks

• Perception risk: While the sales are pre-planned, large insider sales can sometimes lead to negative market sentiment or speculation, potentially impacting short-term stock performance.
• Valuation risk: The sales occurred at prices ranging from $83.435 to $86.13, which could imply that the insider views these price levels as opportune for liquidity, potentially signaling a belief that the stock may not significantly appreciate in the near term beyond these levels.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding Zillow Group's future financial performance or strategic direction. It solely reports on insider stock transactions.

Industry Context

This filing reflects a routine insider transaction for liquidity or portfolio diversification purposes, common among long-tenured executives. It does not provide specific insights into broader real estate technology industry trends or Zillow's competitive positioning beyond the fact that a key founder is managing his equity holdings.

Related Party Transactions

• Indirect beneficial ownership is held through various trusts and LLCs, including The Richard & Sarah Barton Irrevocable Trust, Barton Ventures II LLC, Barton Descendants' Trust, and RNB Z GRAT of May 2024, which are related entities to the reporting person.

Stakeholder Impact

• Shareholders: The sale of shares by a co-founder and key executive could lead to minor short-term market speculation, but the 10b5-1 plan context suggests no immediate negative operational implications.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing, as it pertains solely to personal stock transactions of an executive.

Key Dates

Recommendation

The filing details pre-planned insider stock sales by a co-founder under a 10b5-1 plan. This type of transaction is generally considered routine for long-tenured executives managing their personal portfolios and does not typically signal a change in the company's fundamental outlook or performance. Given the absence of new operational or financial information, the filing alone does not warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Zillow, Zillow Group, Richard Barton, Insider Selling, Form 4, Stock Sale, 10b5-1 Plan, Beneficial Ownership, Real Estate Technology, Z, ZG