Cover and table of contents

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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, 2026


☐			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 27, 2026, there were 405,197,588 shares of the registrant’s common stock outstanding.

COSTAR GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS


	Glossary of Terms	3

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	6

	Condensed Consolidated Statements of Operations	6

	Condensed Consolidated Statements of Comprehensive Income	7

	Condensed Consolidated Balance Sheets	8

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	9

	Condensed Consolidated Statements of Cash Flows	11

	Notes to Condensed Consolidated Financial Statements	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60

Item 4.	Controls and Procedures	61

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	63

Item 6.	Exhibits	64

Signatures		65

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
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
2025 Plan						The CoStar Group, Inc. 2025 Stock Incentive Plan, adopted by the Board of Directors on April 28, 2025 and approved by stockholders on June 26, 2025
2026 ASR Agreement						Accelerated Share Repurchase Program established 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, which function as strategic partnership tools providing residential and commercial real estate agencies an economic stake in Domain-affiliated entities and creating a mechanism to reward long-term engagement and performance through profit-sharing rather than traditional commissions or rebates
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
BEAT						Base erosion and anti-abuse minimum tax
Board of Directors						The CoStar Group Board of Directors
Brown Defendants						Matterport, Gores Holdings VI, Inc. (now known as Matterport, LLC), Maker Merger Sub Inc., Maker Merger Sub II, LLC, and then-Matterport directors R.J. Pittman, David Gausebeck, Matt Bell, Peter Hebert, Jason Krikorian, Carlos Kokron, and Michael Gustafson
Brown Judgment						The Chancery Court awarded plaintiff William J. Brown, a former employee and a stockholder of Matterport, $79 million plus pre- and post-judgment interest as damages for losses caused by Matterport’s initial refusal to issue freely transferable shares
Chancery Court						Court of Chancery of the State of Delaware
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, a wholly-owned subsidiary of CoStar Group, and the Company's primary operating entity in the United States
Domain						Domain Holdings Australia Pty Limited (formerly Domain Holdings Australia Limited) and the products it sells
Domain Acquisition						CoStar Group'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; 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


Abbreviation or Acronym						Definition
FASB						Financial Accounting Standards Board
FDII						Foreign Derived Intangible Income
GAAP						Generally accepted accounting principles in the U.S.
GILTI						Global intangible low-taxed income inclusion
Gores Transaction						The Gores merger transaction and the Agreement and the Plan of Merger thereunder, the "Gores Merger Agreement"
Homes.com						One of the flagship brands of our residential products and a homes for-sale listings site, which provides 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 Group'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						The Agreement and Plan of Merger and Reorganization between CoStar Group and Matterport, Matrix Merger Sub I LLC, and Matrix Merger Sub II LLC entered into on April 21, 2024
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
PRSAs						Performance-based Restricted Stock Awards with market conditions
PRSUs						Performance-based Restricted Stock Units with market conditions
ROU						Right-of-use
RSAs						Restricted Stock Awards
RSUs						Restricted Stock Units
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 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 hospitality industry


Abbreviation or Acronym						Definition
Term SOFR						The forward-looking SOFR term rates administered by CME Group Benchmark Administration Limited
Transfer Restrictions						Certain transfer restrictions in connection with the Gores Transaction
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
Visual Lease Acquisition						CoStar Group'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
Zonda						Bora Inc. and its subsidiaries, a leading provider of new home construction data, homebuilder software, and residential real estate marketplaces
Zonda Acquisition						CoStar Group's proposed acquisition of Zonda pursuant to the Zonda Agreement
Zonda Agreement						The Stock Purchase Agreement entered into on May 28, 2026, between CRI and Bora, Inc. and Bora Holdings Group, L.P.

PART I — FINANCIAL INFORMATION

Next: Item 1. Financial Statements