Form 4: Zillow Director Exercises Options, Boosts Class C Holdings

Zillow Group Director Jay C. Hoag exercised options to acquire 16,835 shares of Class C Capital Stock at $21.46 per share, increasing his direct and indirect beneficial ownership.

Summary

• Jay C. Hoag, a Director of Zillow Group, Inc., exercised stock options on February 13, 2026.
• He acquired 16,835 shares of Class C Capital Stock at an exercise price of $21.46 per share.
• This transaction resulted in the disposition of 16,835 derivative securities (stock options).
• Following the transaction, Mr. Hoag directly beneficially owns 23,125 shares of Class C Capital Stock, with sole dispositive power over 6,290 of these shares.
• He also indirectly beneficially owns a significant number of Class C Capital Stock shares through various TCV entities and the Hoag Family Trust, totaling over 8 million shares.
• Mr. Hoag disclaims beneficial ownership of shares held by TCV entities and certain directly held shares, except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal. An insider exercising options indicates a conversion of potential equity into actual equity, aligning the director's interests with shareholders, even if it's a pre-scheduled event.

Positives

• Director Jay C. Hoag exercised stock options, indicating a conversion of potential equity into actual equity.
• The exercise price of $21.46 suggests the stock price was above this level at the time of exercise, making the options 'in the money'.
• The transaction increases Mr. Hoag's direct beneficial ownership in Zillow Group's Class C Capital Stock.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, such as option exercises by directors, are common occurrences in publicly traded companies. While this specific transaction is a routine exercise of previously granted options, it reflects a director's continued engagement with the company's equity structure. The involvement of Technology Crossover Ventures (TCV) entities, a prominent growth equity firm, highlights the institutional backing and long-term investment perspective associated with Zillow Group.

Comparison to Industry Standards

• Insider buying or option exercises are generally viewed positively as they align management's interests with shareholders. For example, similar option exercises have been observed at companies like Redfin (RDFN) and CoStar Group (CSGP) where executives convert their equity incentives into shares, signaling confidence in future performance.
• The exercise price of $21.46 provides a historical benchmark for the value at which these options were granted or became attractive to exercise, which can be compared to Zillow's historical stock performance and peer valuations.

Related Party Transactions

• Jay C. Hoag's indirect beneficial ownership through various TCV entities (TCV VIII, TCV IX, TCV XI series funds, and TCV Member Funds) and the Hoag Family Trust represents dealings with entities where he holds significant influence or a pecuniary interest. These are disclosed as part of his overall beneficial ownership structure.

Stakeholder Impact

• Shareholders: The exercise of options by a director can be seen as a positive signal of confidence in the company's long-term prospects, potentially boosting investor sentiment.
• Employees: No direct impact on employees is indicated by this transaction.
• Customers: No direct impact on customers is indicated by this transaction.

Key Dates

Recommendation

This Form 4 filing reports a routine exercise of stock options by a director. While it increases the director's direct equity stake, it is a pre-scheduled event and not a discretionary open market purchase based on new information. Therefore, it does not provide a strong enough signal to warrant a 'buy' or 'sell' recommendation, but rather reinforces a 'hold' position given the director's continued alignment with shareholder interests.

Keywords

Zillow Group, Zillow, ZG, Z, Jay C. Hoag, SEC Form 4, Insider Trading, Stock Options, Beneficial Ownership, Class C Capital Stock, Director Transaction, Equity Acquisition