Hoag Jay C 4

4 · ZILLOW GROUP, INC. · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated Feb 18, 2026

Zillow (Z) Director Jay C. Hoag Exercises 16,835 Options

What Happened
Jay C. Hoag, a director of Zillow Group, exercised options (Form 4 code M) on Feb 13, 2026 to acquire 16,835 shares at an exercise price of $21.46 per share, for a cash outlay of $361,279. The filing also shows a corresponding conversion/disposition entry for 16,835 derivative units at $0; footnotes indicate many of these shares are held through TCV-related investment vehicles and Mr. Hoag disclaims beneficial ownership of those shares except to the extent of his pecuniary interest. He has sole dispositive power over 6,290 of the shares.

Key Details

Transaction date: 2026-02-13 (filed with the SEC on 2026-02-18).
Transaction type/code: Exercise/conversion of derivative (M).
Shares acquired: 16,835 at $21.46 each; total consideration paid: $361,279.
Matching derivative disposition: 16,835 shares reported with $0 proceeds (reflects reallocation/beneficial-interest structure per footnotes).
Shares controlled/owned after transaction: filing excerpt does not state a simple total; Mr. Hoag has sole dispositive power over 6,290 of these shares while 16,835 are subject to TCV entity interests (he disclaims beneficial ownership except to the extent of any pecuniary interest).
Notable footnotes: multiple notes (e.g., F1, F16 and others) state these shares/options are held or economically allocated to various TCV funds (TCV VIII, TCV XI, etc.); Mr. Hoag is a member/director of the management entities and disclaims beneficial ownership except for his pecuniary interest.
Filing timeliness: filed Feb 18 for a Feb 13 transaction (5 calendar days later). This appears to be beyond the standard 2-business-day Form 4 window and may be late depending on holiday/business-day calculations.

Context

Code M means an exercise or conversion of a derivative (options). This was a paid exercise — Mr. Hoag paid ~$21.46 per share rather than a cashless sale. The separate $0 disposition line and the footnotes indicate the economic/beneficial interests in these shares are tied up with TCV investment vehicles, so this may reflect fund-level allocations rather than a straightforward personal buy.
For retail investors: direct purchases by insiders can signal confidence, but when shares are held/allocated through investment funds or when the insider disclaims beneficial ownership (as here), the transaction may reflect fund management activity rather than a personal bet on the stock.

Insider Transaction Report

Form 4

Period: 2026-02-13

ZILLOW GROUP, INC.Z AND ZG

Hoag Jay C

Director

Transactions

Exercise/Conversion
Class C Capital Stock
[F1]
2026-02-13$21.46/sh+16,835$361,279→ 23,125 total
Exercise/Conversion
Stock Option (right to buy)
[F16]
2026-02-13−16,835→ 0 total
Exercise: $21.46From: 2016-03-01Exp: 2026-03-01→ Class C Capital Stock (16,835 underlying)

Holdings

Class C Capital Stock
[F2]
(indirect: TCV VIII, L.P.)
1,946,114
Class C Capital Stock
[F3]
(indirect: TCV VIII (A) Mariner, L.P.)
524,804
Class C Capital Stock
[F4]
(indirect: TCV VIII (B), L.P.)
120,869
Class C Capital Stock
[F5]
(indirect: TCV VIII Management, L.L.C.)
758
Class C Capital Stock
[F6]
(indirect: TCV Member Fund, L.P.)
309,792
Class C Capital Stock
[F7]
(indirect: TCV IX, L.P.)
2,157,155
Class C Capital Stock
[F8]
(indirect: TCV IX (A) Opportunities, L.P.)
608,672
Class C Capital Stock
[F9]
(indirect: TCV IX (B), L.P.)
115,208
Class C Capital Stock
[F5]
(indirect: TCV IX Management, L.L.C.)
1,349
Class C Capital Stock
[F10]
(indirect: TCV XI, L.P.)
1,525,612
Class C Capital Stock
[F11]
(indirect: TCV XI (A), L.P.)
484,217
Class C Capital Stock
[F12]
(indirect: TCV XI (B), L.P.)
107,930
Class C Capital Stock
[F13]
(indirect: TCV XI (Lux), SCSp)
114,536
Class C Capital Stock
[F5]
(indirect: TCV XI Management, L.L.C.)
719
Class C Capital Stock
[F14]
(indirect: TCV XI Member Fund, L.P.)
105,741
Class C Capital Stock
[F15]
(indirect: By Trust)
58,098

Footnotes (16)

[F1]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.
[F10]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.
[F11]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.
[F12]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
[F13]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.
[F14]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.
[F15]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.
[F16]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Signature

/s/ Frederic D. Fenton Authorized signatory for Jay C. Hoag|2026-02-18

Documents

1 file

4
form4.xmlPrimary
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES