Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors disclosed in Part I, “Item 1A Risk Factors” in our 2023 Form 10-K and in our Form 10-Q for the quarterly period ended March 31, 2024, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also have a material adverse effect on our business, financial condition and/or results of operations. There have not been any material changes to the risk factors as previously disclosed in Part I, “Item 1A Risk Factors” in our 2023 Form 10-K and in our Form 10-Q for the quarterly period ended March 31, 2024.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

The following table is a summary of our repurchases of CoStar Group Shares during each of the three months in the quarter ended June 30, 2024:

ISSUER PURCHASES OF EQUITY SECURITIES

(1) The number of CoStar Group Shares purchased consists of CoStar Group Shares tendered by employees to the Company to satisfy the employees' minimum tax withholding obligations arising as a result of vesting of restricted stock grants under the Company’s 2016 Stock Incentive Plan, as amended, which shares were purchased by the Company based on their fair market value on the trading day immediately preceding the vesting date. None of these share purchases were part of a publicly announced program to purchase CoStar Group Shares.

**Item 3.**Defaults Upon Senior Securities

None.

**Item 4.**Mine Safety Disclosures

Not applicable.