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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 0-24531

csgp-20220331_g1.jpg

CoStar Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware52-2091509
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1331 L Street, NW
Washington,DC20005

(Address of principal executive offices) (Zip Code)

(202) 346-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($0.01 par value)CSGPNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of April 22, 2022, there were 396,225,292 shares of the registrant’s common stock outstanding.

COSTAR GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART IFINANCIAL INFORMATION
Item 1.Financial Statements4
Condensed Consolidated Statements of Operations4
Condensed Consolidated Statements of Comprehensive Income5
Condensed Consolidated Balance Sheets6
Condensed Consolidated Statements of Changes in Stockholders’ Equity7
Condensed Consolidated Statements of Cash Flows9
Notes to Condensed Consolidated Financial Statements10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30
Item 3.Quantitative and Qualitative Disclosures About Market Risk44
Item 4.Controls and Procedures45
PART IIOTHER INFORMATION
Item 1.Legal Proceedings46
Item 1A.Risk Factors46
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47
Item 3.Defaults Upon Senior Securities47
Item 4.Mine Safety Disclosures47
Item 5.Other Information47
Item 6.Exhibits48
Signatures49

PART I — FINANCIAL INFORMATION

Next: Item 1. Financial Statements