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

Lloyd D. Frink, Co-Executive Chairman and President of Zillow Group, sold Class C Capital Stock totaling 5,547 shares across three days in late September 2025.

Summary

• Lloyd D. Frink, Co-Exec. Chairman & President and Co-Founder of Zillow Group, Inc., reported transactions involving Class C Capital Stock.
• Transactions occurred on September 22, 23, and 24, 2025.
• Frink exercised stock options to acquire a total of 5,832 shares of Class C Capital Stock at an exercise price of $22.41 per share.
• Concurrently, Frink sold a total of 5,547 shares of Class C Capital Stock through multiple transactions.
• The sales were executed at weighted average prices ranging from $80.1879 to $84.6845 per share.
• All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on December 11, 2024.
• Following these transactions, Frink directly beneficially owns 2,233,189 shares of Class C Capital Stock and indirectly owns 697,765 shares through the Frink Descendants' Trust.
• Frink also holds 84,168 vested stock options with an exercise price of $22.41, expiring on March 28, 2026.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports routine insider transactions. While there is significant selling by a key executive, it was conducted under a pre-arranged 10b5-1 trading plan, which typically indicates a planned liquidity event rather than a reaction to new negative information. The exercise of options at a much lower price than the sale price also indicates a profitable transaction for the insider.

Positives

• Exercised stock options at a significantly lower price ($22.41) compared to the sale prices (ranging from $80.1879 to $84.6845), indicating a substantial profit for the insider.
• The sales were pre-planned under a Rule 10b5-1 trading plan, suggesting a systematic approach to liquidity rather than a reaction to immediate negative news.

Negatives

• Insider selling by a high-ranking executive (Co-Exec. Chairman & President, Co-Founder) could be perceived as a negative signal by some investors, even if pre-planned.
• A reduction in direct beneficial ownership of Class C Capital Stock by 5,547 shares.

Risks

• No specific risks to the company are detailed in this Form 4 filing, as it primarily reports insider transactions. The inherent risk of insider selling being misinterpreted by the market is present.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Zillow Group's future performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity and does not provide information directly related to broader industry trends or competitor analysis. Insider selling, even under a 10b5-1 plan, is a common occurrence for executives managing their personal portfolios and liquidity.

Related Party Transactions

• Indirect beneficial ownership of 697,765 shares of Class C Capital Stock through the Frink Descendants' Trust, established on December 30, 2004.

Stakeholder Impact

• Shareholders: May view the insider selling by a co-founder and executive as a slight negative, though the 10b5-1 plan mitigates immediate concerns about company prospects.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific filing.

Next Steps

• The reporting person will provide full information regarding shares sold at each separate price within the reported ranges upon request.

Key Dates

Recommendation

The filing details routine insider transactions by a key executive, Lloyd D. Frink, involving the exercise of stock options and subsequent sale of shares under a pre-arranged 10b5-1 trading plan. While insider selling can sometimes be a bearish signal, the pre-planned nature of these sales suggests a systematic approach to personal liquidity rather than a reaction to new, adverse company developments. The executive also retains a substantial direct and indirect beneficial ownership, along with a significant number of vested options. Therefore, this filing alone does not provide sufficient new information to warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

Zillow Group, Zillow, ZG, Lloyd D. Frink, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, Class C Capital Stock