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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 June 30, 2025
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
CoStar Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2091509 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1201 Wilson Blvd | ||||||||
| Arlington | VA | 22209 |
(Ad**dress 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 class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock ($0.01 par value) | CSGP | Nasdaq 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 filer | x | Accelerated 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 July 21, 2025, there were 423,650,362 shares of the registrant’s common stock outstanding.
COSTAR GROUP, INC.
FORM 10-Q
TABLE OF CONTENTS
Glossary of Terms
The following abbreviations or acronyms used in this Quarterly Report on Form 10-Q (this “Report”) are defined below:
| Abbreviation or Acronym | Definition | ||||
| 2024 Credit Agreement | The credit agreement the Company entered into on May 24, 2024 | ||||
| 2024 Form 10-K | CoStar Group's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 19, 2025 | ||||
| A$ | Australian dollars | ||||
| Assumed Matterport Plans | The Matterport 2021 Incentive Award Plan and Matterport, Inc. Amended and Restated 2011 Stock Incentive Plan assumed by CoStar Group in connection with the Matterport Acquisition | ||||
| AI | Artificial Intelligence | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| BizBuySell Network | BizBuySell.com and its network of business for-sale websites | ||||
| Board of Directors | The CoStar Group Board of Directors | ||||
| CECL | Current expected credit losses | ||||
| CODM | Chief Operating Decision Maker | ||||
| CoStar Group (also the “Company,” “we,” “us,” or “our”) | The legal entity, CoStar Group, Inc., a Delaware corporation, one or more of its consolidated subsidiaries or operating segments, or the entirety of CoStar Group, Inc. and its consolidated subsidiaries | ||||
| CoStar Group Share | A share of the common stock of the Company, par value $0.01 per share | ||||
| CRI | The legal entity CoStar Realty Information, Inc., a Delaware corporation and wholly owned subsidiary (and primary operating entity in the United States) of CoStar Group, Inc. | ||||
| Domain | Domain Holdings Australia Limited | ||||
| Domain Proposal | The Company’s non-binding indicative proposal to acquire 100% of the issued capital of Domain by way of scheme of arrangement for a cash consideration of A$4.43 per ordinary share of Domain | ||||
| Domain SID | The Company's binding Scheme Implementation Deed to acquire 100% of the issued capital of Domain for a cash consideration of A$4.43 per ordinary share of Domain | ||||
| Domain Transaction | The transactions entered into by the Company to acquire Domain pursuant to the Domain SID. | ||||
| DSUs | Deferred Stock Units | ||||
| EBITDA | Net income (loss) before interest income or expense, net; other income or expense, net; loss on debt extinguishment; income taxes; depreciation; and amortization | ||||
| ESPP | Employee Stock Purchase Plan | ||||
| EURIBOR | Euro Interbank Offered Rate | ||||
| Exchange Act | The Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| GAAP | Generally accepted accounting principles in the U.S. | ||||
| GILTI | Global intangible low taxed income inclusion | ||||
| Homes.com | The flagship brand of our North American residential products and a homes for-sale listings site, which manages workflow and marketing for residential real estate agents and brokers and allows homebuyers to view residential property listings, research communities, and connect with real estate agents and brokers | ||||
| Land.com Network | Our network of sites featuring rural lands for sale including Land.com, LandsofAmerica, LandAndFarm, and LandWatch | ||||
| Matching RSUs | Awards of matching restricted stock units awarded under the Company's Management Stock Purchase Plan |
| Abbreviation or Acronym | Definition | ||||
| Matterport | The legal entity Matterport, LLC, formerly known as Matterport Inc., a Delaware corporation and provider of a technology platform that uses spatial data to transform physical buildings and spaces into dimensionally accurate, digital images | ||||
| Matterport Acquisition | CoStar's acquisition of Matterport completed on February 28, 2025, pursuant to the Matterport Merger Agreement | ||||
| Matterport Common Stock | Matterport Class A common stock, par value $0.0001 per share | ||||
| Matterport Merger Exchange Ratio | A ratio of 0.03552 which was determined by the Matterport Merger Agreement and was set on the collar floor as the volume-weighted average price at which the CoStar Group Shares traded on the Nasdaq Global Select Market for the 20 consecutive Trading Days was below the Floor Price of a symmetrical collar of $77.42 | ||||
| Matterport Merger Agreement | The Agreement and Plan of Merger dated as of April 21, 2024, by and among the Company, Matterport, Merger Sub I, and Merger Sub II, pursuant to which the Company completed the Matterport Acquisition | ||||
| Merger Sub I | Matrix Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company | ||||
| Merger Sub II | Matrix Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company | ||||
| MLS | Multiple listing services | ||||
| MSPP | Management Stock Purchase Plan | ||||
| OBBBA | The One Big Beautiful Bill Act signed into law on July 4, 2025 | ||||
| OnTheMarket | The legal entity OnTheMarket Limited, the operator of onthemarket.com, a U.K. residential property portal | ||||
| ROU | Right-of-use | ||||
| SEC | The U.S. Securities and Exchange Commission | ||||
| Securities Act | The Securities Act of 1933, as amended | ||||
| Senior Notes | 2.800% notes issued by CoStar Group, Inc. due July 15, 2030 | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| SONIA | Sterling Overnight Index Average | ||||
| Stock Repurchase Program | The stock repurchase program the Board of Directors approved in February 2025 that authorizes the repurchase of up to $500 million CoStar Group Shares | ||||
| STR | The legal entity STR LLC, together with STR Global Ltd, is a global data and analytics company that specializes in benchmarking hotel performance and providing market insights to the industry | ||||
| Ten-X | The legal entity Ten-X Holding Company, Inc. and its directly and indirectly owned subsidiaries | ||||
| Term SOFR | The forward-looking SOFR term rates administered by CME Group Benchmark Administration Limited | ||||
| TSR | Total shareholder return | ||||
| U.K. | The United Kingdom of Great Britain and Northern Ireland | ||||
| U.S. | The United States of America | ||||
| Visual Lease | The legal entity Visual Lease, LLC, a Delaware limited liability company and operator of Visual Lease, a SaaS platform for integrated lease management and lease accounting | ||||
| Visual Lease Acquisition | CoStar's acquisition of all of the outstanding equity interest in Visual Lease completed on November 1, 2024, pursuant to the Visual Lease Merger Agreement | ||||
| Visual Lease Merger Agreement | The Agreement and Plan of Merger dated as of October 18, 2024, between CRI; Neptune Merger Sub; Visual Lease, LLC; and Shareholder Representative Services LLC as the Holder Representative, pursuant to which, among other things, and subject to its terms, Neptune Merger Sub merged with and into Visual Lease with Visual Lease surviving the merger as a wholly-owned subsidiary of the CRI |
PART I — FINANCIAL INFORMATION
Next: Item 1. Financial Statements