Hoag Jay C 4

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.