10-Q – 2026-04-29 – csgp-20260331.htm

apportionment for income taxes is dependent on our taxable income. We estimate the value of the allowance to use market-based income apportionment for income taxes for tax years 2023 to 2032 and partial reimbursements of property tax assessments related to the value of the campus expansion to be in the range of $275 million to $285 million.
Stock Repurchase Program. In February 2025, our Board of Directors approved the Prior Stock Repurchase Program, which authorized the repurchase of up to $500 million of CoStar Group Share s. The repurchases under the Prior Stock Repurchase Program were completed in December 2025. In December 2025, the Board of Directors approved a Stock Repurchase Program which authorizes, but does not obligate, the repurchase of up to $1.5 billion of CoStar Group Shares. Stock repurchases may be effected through open market and privately negotiated purchases, from time to time as market conditions shall warrant, or such other method as advised by the Company’s advisors, including without limitation pursuant to an accelerated share repurchase program or issuer self-tender offer. Repurchases may be made from time to time at management's discretion, and the timing and amount of any such repurchases will be determined based on share price, market conditions, legal requirements, and other relevant factors. The program has no time limit and can be discontinued at any time at the Company’s discretion.
During the three months ended March 31, 2026, we repurchased 11.4 million CoStar Group Shares for an aggregate cost of $505 million under the Stock Repurchase Program . As of March 31, 2026, $995 million remains available for repurchases under the Stock Repurchase Program. We anticipate repurchasing at lea st $195 million of additional CoStar Group Shares in 2026.
Cash on Hand. Cash, cash equivalents, and restricted cash decreased to $1.3 billion as of March 31, 2026, compared to cash, cash equivalents, and restricted cash of $1.7 billion as of December 31, 2025. The decrease in cash, cash equivalents, and restricted cash for the three months ended March 31, 2026 was due to $514 million of net cash used in financing activities and $54 million of net cash used in investing activities, partially offset by $152 million of cash provided by operating activities.
Net cash provided by operating activities for the three months ended March 31, 2026 was $152 million compared to $53 million for the three months ended March 31, 2025. The $99 million increase in net cash provided by operating activities was primarily driven by an increase in non-cash expenses of $51 million, a decrease in working capital of $30 million and an increase in net income.
Net cash used in investing activities for the three months ended March 31, 2026 was $54 million compared to $911 million for the three months ended March 31, 2025, primarily driven by the Matterport and Domain acquisitions in 2025, including the initial purchase of equity securities in Domain and a decrease in purchases of property, equipment, and other assets for new campuses in 2026, partially offset by proceeds from the sale of investments in 2025.
Net cash used in financing activities for the three months ended March 31, 2026 was $514 million compared to $47 million for the three months ended March 31, 2025. The increase was primarily driven by repurchases of the Company's outstanding common stock under the Stock Repurchase Program, partially offset by a reduction in the repurchases of restricted stock to satisfy tax withholding obligations and an increase in the proceeds from the exercise of stock options and employee stock purchase plan.

Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. While we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We consider the accounting for the following matters to contain critical accounting estimates:
• Intangible assets and goodwill,
• Income taxes, and
• Business combinations.
For an in-depth discussion of each of our significant accounting policies, including the related critical accounting estimates and further information regarding estimates and assumptions involved in their application, see the 2025 Form 10-K and Note 2 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report. During the three months ended March 31, 2026, there were no material changes to our critical accounting estimates from those described in the 2025 Form 10-K.
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Recent Accounting Pronouncements
See Note 2 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report.

Cautionary Statement Concerning Forward-Looking Statements
We have made forward-looking statements in this Report and make forward-looking statements in our other reports filed with the SEC, press releases, and conference calls that are subject to risks and uncertainties. Forward-looking statements include information that is not purely historic fact.
Our forward-looking statements are also identified by words such as “hope,” “anticipate,” “may,” “likely,” “might,” “believe,” “expect,” “observe,” “consider,” “think,” “intend,” “envision,” “will,” “should,” “could,” “would,” “plan,” “target,” “estimate,” “predict,” “continue,” “commit,” and “potential” or the negative of these terms or other comparable terminology. You should understand that these forward-looking statements are estimates reflecting our judgment, beliefs, and expectations, not guarantees of future performance. They are subject to a number of assumptions, risks, and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The following important factors, in addition to those discussed or referred to under the heading “Risk Factors” in Item 1A of Part I of our 2025 Form 10-K and “Risk Factors” in Item 1A of Part II of this Report and other unforeseen events or circumstances, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:
• our inability to attract and retain new clients;
• our inability to successfully develop and introduce new or updated online marketplace services, information, and analytics;
• the risks related to AI Technologies, such as Homes AI;
• our inability to compete successfully against existing or future competitors in attracting advertisers and in general;
• the effects of fluctuations and market cyclicality;
• the effects of global economic uncertainties and downturns or a downturn or consolidation in the real estate industry;
• our inability to hire qualified persons for, or retain and continue to develop, our sales force, or unproductivity of our sales force;
• our inability to retain and attract highly capable management and operating personnel;
• the downward pressure that our internal and external investments may place on our operating margins;
• our inability to increase brand awareness;
• our inability to maintain or increase internet traffic to our marketplaces, and the risk that the methods, including Google Analytics, that we use to measure average monthly unique visitors to our portals may misstate the actual number of unique persons who visit our network of mobile applications and websites for a given month or may differ from the methods used by competitors;
• our inability to attract new advertisers;
• our inability to successfully identify, finance, integrate, and/or manage costs related to acquisitions;
• our inability to complete certain strategic transactions if a proposed transaction is subject to review or approval by regulatory authorities pursuant to applicable laws or regulations;
• our inability to realize the benefits of the Matterport Acquisition or the Domain Acquisition;
• the inability of third-party suppliers upon which Matterport relies to fulfill its needs;
• the effects of cyberattacks and security vulnerabilities, and technical problems or disruptions;
• the significant costs associated with undertaking a large infrastructure project;
• our inability to generate increased revenue from our current or future geographic expansion plans;
• the risks related to acceptance of credit cards and debit cards and facilitation of other customer payments;
• the effects of climate-related events and other events beyond our control;
• the effects related to attention to climate-related risk and opportunities;
• our inability to obtain and maintain accurate, comprehensive, or reliable data;
• our inability to obtain and maintain stable data feeds, or disruption of our data feeds;
• our inability to enforce or defend our ownership and use of intellectual property;
• the effects of use of new and evolving technologies, including AI, on our ability to protect our data and intellectual property from misappropriation by third parties;
• our inability to defend against potential legal liability for collecting, displaying, or distributing information;
• our inability to obtain or retain listings from real estate brokers, agents, property owners, and apartment property managers;
• our inability to maintain or establish relationships with third-party listing providers;
• our inability to comply with the rules and compliance requirements of MLSs;
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• the risks related to open source software;
• the risks related to international operations;
• the effects of foreign currency exchange rate fluctuations;
• our indebtedness;
• the effects of a lowering or withdrawal of the ratings assigned to our debt securities by rating agencies;
• the effects of any actual or perceived failure to comply with privacy or data protection laws, regulations, or standards;
• the effects of changes in tax laws, regulations, or fiscal and tax policies;
• the effects of third-party claims, litigation, regulatory proceedings, or government investigations;
• the risks related to return on investment; and
• the risks related to the specific timing, price, and size of repurchases under the Stock Repurchase Program, including that the Stock Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.

Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on information available to us on, the date of this Report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to update any such statements or release publicly any revisions to these forward-looking statements to reflect new information or events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events, except as required by applicable law. Additionally, certain information disclosed herein or elsewhere (such as our website) is informed by various stakeholder expectations and third-party frameworks. Such information is not necessarily material for purposes of our SEC reporting, even if we use “material” or similar language. Particularly with respect to climate-related risks and opportunities, materiality is subject to various definitions that differ from, and are often more expansive than, the definition under U.S. federal securities laws.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We provide information, analytics, and online marketplace services to real estate and related business communities within the regions where we operate, which primarily include North America, Asia-Pacific, Europe, and Latin America. The functional currency for the majority of our operations is the local currency, with the exception of certain international locations for which the functional currency is the British Pound or U.S. Dollar.
Fluctuations in the British Pound, Canadian Dollar, Australian Dollar, and Euro may have an impact on our business, results of operations, and financial position. For the three months ended March 31, 2026, approximately 14% of our revenue was denominated in foreign currencies. For the three months ended March 31, 2026, our revenue would have decreased by approximately $12 million if the U.S. dollar exchange rate used strengthened by 10%. For the three months ended March 31, 2026, our revenue would have increased by approximately $12 million if the U.S. dollar exchange rate used weakened by 10%. In addition, we have assets and liabilities denominated in foreign currencies. As of March 31, 2026, accumulated other comprehensive income included a gain from foreign currency translation adjustments of approximately $131 million.
We do not believe we have material exposure to market risks associated with changes in interest rates related to cash equivalent securities held as of March 31, 2026. As of March 31, 2026, we had $1.3 billion of cash, cash equivalents, and restricted cash. If there is an increase or decrease in interest rates, there will be a corresponding increase or decrease in the amount of interest earned on our cash and cash equivalents. We currently diversify our cash and cash equivalents holdings amongst multiple financial institutions and AAA-rated Government and Treasury Money Market Funds.
We are subject to interest rate market risk in connection with our revolving credit facility. On May 24, 2024, we entered into the 2024 Credit Agreement, which provides for variable rate borrowings of up to $1.1 billion. On July 1, 2020, we issued $1.0 billion aggregate principal amount of Senior Notes. Changes in interest rates would not have a material impact to our current interest and debt financing expense, as all of our borrowings except for our credit facility are fixed rate, and no amounts were outstanding under our credit facility as of March 31, 2026. See Note 9 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report for additional information regarding our 2024 Credit Agreement.
We had approximately $6.7 billion of goodwill and intangible assets as of March 31, 2026. As of March 31, 2026, we believe our intangible assets will be recoverable; however, changes in the economy, the industry in which we operate, and our own relative performance could change the assumptions used to evaluate intangible asset recoverability. In the event that we determine that an asset has been impaired, we would recognize an impairment charge equal to the amount by which the carrying amount of the assets exceeds the fair value of the assets. We continue to monitor these assumptions and their effect on the estimated recoverability of our intangible assets.
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Item 4. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These controls also are designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any systems of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Accordingly, management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of March 31, 2026, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026, and were operating at a reasonable assurance level.
We are continuing to integrate the internal controls over financial reporting of recent acquisitions. These activities may require modifications to certain processes, systems, and other components of internal controls over financial reporting. Consistent with our process changes, we evaluate the design and effectiveness of the internal controls as part of our overall assessment of disclosure controls and procedures.
Other than the integration activities associated with recent acquisitions, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II — OTHER INFORMATION

Item 1. Legal Proceedings
Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are not currently a party to any lawsuit or proceeding that, in the opinion of our management based on consultations with legal counsel, is likely to have a material adverse effect on our financial position or results of operations. See Note 11 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report for further discussion.

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 2025 Form 10-K, 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 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table is a summary of our repurchases of common stock during each of the three months ended March 31, 2026:
ISSUER PURCHASES OF EQUITY SECURITIES

2026 Total Number of
Shares
Purchased (1)
(in millions)
Average
Price Paid
per Share Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (2)
(in millions)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (2)
(in millions)

January 1 through 31 —  $ 66.31  —  $ 1,500 
February 1 through 28 9.0  $ 44.49  8.9  $ 1,105 
March 1 through 31 2.8  $ 44.31  2.5  $ 995 
Total 11.8 

$ 44.44  11.4 
__________________________

(1) The number includes 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 2025 Stock Incentive Plan, for which shares were purchased by the Company based on their fair market value on the trading day immediately preceding the vesting date.
(2) In December 2025, the Board of Directors approved the Stock Repurchase Program which authorizes the repurchase of up to $1.5 billion of outstanding CoStar Group Shares, with no expiration date. During the three months ended March 31, 2026, the Company repurc hased 11.4 million C oStar Group Shares for an aggregate cost of $505 million. See Note 13 for further discussion regarding the Stock Repurchase Program and stock repurchase activity.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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Item 6. Exhibits

Exhibit No. Description

3.1
Fourth Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 7, 2021).

3.2
Fourth Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 9, 2022).

*10.1
CoStar Group, Inc. Executive Severance Plan, dated as of January 6, 2026 (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on January 7, 2026).
*10.2
CoStar Group, Inc. Amended Executive Severance Plan, dated as of February 13, 2026 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on February 13, 2026).
*10.3
Second Amendment, dated January 6, 2026, to the Employment Agreement between CoStar Realty Information, Inc. and Andrew C. Florance (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on January 7, 2026).
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 The cover page from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).

* Management Contract or Compensatory Plan or Arrangement.
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SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

     
COSTAR GROUP, INC.
 

Date: April 29, 2026 By: /s/ Christian M. Lown     

      Christian M. Lown
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

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