Spaulding Dan 4

What Happened
Dan Spaulding, Chief People Officer of Zillow Group, sold a total of 9,262 shares in two open-market transactions: 3,901 shares on 2026-02-12 at $44.19 ($172,393) and 5,361 shares on 2026-02-17 at a weighted average $43.95 ($235,616). Proceeds from the two sales total roughly $408,009. These sales were reported as dispositions (S) and were made to satisfy tax withholding obligations on vested restricted stock units (RSUs).

Key Details

• Transaction dates and prices:
  • 2026-02-12 — 3,901 shares @ $44.19; proceeds $172,393.
  • 2026-02-17 — 5,361 shares @ weighted avg $43.95 (sales ranged $43.86–$44.66); proceeds $235,616. (F2)
• Total sold: 9,262 shares for approx. $408,009.
• Shares owned after transaction: Not disclosed in this filing.
• Notable footnotes:
  • F1: Shares sold to cover tax withholding on vested RSUs.
  • F2: Reported price is a weighted average; individual trade prices ranged $43.86–$44.66.
  • F3: The 2/17 sale was effected pursuant to a Rule 10b5-1 trading plan adopted 2024-08-30.
• Filing date: Form 4 filed 2026-02-17 (timing appears consistent with the reported transactions).

Context
Sales to cover tax withholding on vested RSUs are routine and do not necessarily indicate a change in an insider’s view of the company. The use of a 10b5-1 plan signals that at least some trades were pre‑planned rather than opportunistic. For retail investors, purchases generally carry more informational weight than routine withholding sales.