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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, 2026
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 April 27, 2026, there were 408,355,715 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 | ||||
| 2020 Credit Agreement | The second amended and restated credit agreement, dated July 1, 2020, which amended and restated in its entirety the then-existing credit agreement originally entered into on April 1, 2014, as amended by the first amendment to the second amended and restated credit agreement, dated May 8, 2023, and was replaced by the 2024 Credit Agreement in May 2024 | ||||
| 2024 Credit Agreement | The credit agreement the Company entered into on May 24, 2024, which replaced the 2020 Credit Agreement | ||||
| 2025 Form 10-K | CoStar Group's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026 | ||||
| 2026 ASR Agreement | Accelerated Share Repurchase Program entered in 2026 | ||||
| A$ | Australian dollars | ||||
| AI | Artificial intelligence | ||||
| AI Technologies | AI and machine learning technologies | ||||
| AOMs | Structured equity vehicles operating under Domain's Agent Ownership Model. The AOMs function as strategic partnership tools that provide residential and commercial real estate agencies an economic stake in Domain-affiliated entities, creating a mechanism to reward long-term engagement and performance through profit-sharing rather than traditional commissions or rebates. | ||||
| ASC | Accounting Standards Codification | ||||
| Assumed Matterport Plans | The Matterport, Inc. 2021 Incentive Award Plan and Matterport, Inc. Amended and Restated 2011 Stock Incentive Plan assumed by CoStar Group in connection with the Matterport Acquisition | ||||
| ASU | Accounting Standards Update | ||||
| BEAT | Base erosion and anti-abuse minimum tax | ||||
| Board of Directors | The CoStar Group Board of Directors | ||||
| 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 Pty Limited | ||||
| Domain Acquisition | CoStar's acquisition of Domain completed on August 27, 2025, pursuant to the Scheme Implementation Deed | ||||
| 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 | ||||
| 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 | ||||
| EPS | Earnings Per Share | ||||
| 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 | ||||
| FDII | Foreign Derived Intangible Income |
| Abbreviation or Acronym | Definition | ||||
| GAAP | Generally accepted accounting principles in the U.S. | ||||
| GILTI | Global intangible low-taxed income inclusion | ||||
| Homes.com | One of the flagship brands of our 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 | ||||
| H.R.1 | A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14, commonly referred to as the One Big Beautiful Bill Act, and signed into law on July 4, 2025 | ||||
| Matching RSUs | Awards of matching restricted stock units awarded under the Company's Management Stock Purchase Plan | ||||
| 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 Agreement | On April 21, 2024, CoStar Group entered into an Agreement and Plan of Merger and Reorganization with Matterport, Matrix Merger Sub I LLC, and Matrix Merger Sub II LLC | ||||
| 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 | ||||
| MLSs | Multiple listing services | ||||
| MSPP | Management Stock Purchase Plan | ||||
| NCI | Noncontrolling interest | ||||
| OnTheMarket | The legal entity OnTheMarket Limited, the operator of onthemarket.com, a U.K. residential property portal | ||||
| Prior 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 | ||||
| ROU | Right-of-use | ||||
| SaaS | Software as a Service | ||||
| 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 December 2025 that authorizes the repurchase of up to $1.5 billion CoStar Group Shares | ||||
| STR | The Company's brand for benchmarking hotel performance and providing market insights to the industry | ||||
| 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 | ||||
| VIE | Variable Interest Entity | ||||
| 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 |
| Abbreviation or Acronym | Definition | ||||
| 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 CRI |
PART I — FINANCIAL INFORMATION
Next: Item 1. Financial Statements