10-Q – 2026-07-29 – csgp-20260630.htm

Business Segment Results for Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
We manage our business by product portfolios in two operating segments, with the primary areas of measurement and decision-making being Commercial Real Estate and Residential Real Estate. Segment reporting is based on the management approach, whereby external segment reporting is aligned with the internal reporting used by the CODM, which is the Company’s Chief Executive Officer. The CODM relies on an internal management reporting process that provides operating segment revenue, EBITDA, and Adjusted EBITDA for making decisions and assessing performance as the source of the Company’s reportable segments. Adjusted EBITDA is used by management internally to measure operating and management performance and to evaluate the performance of the business. Operating results by segment include items that are directly attributable to each segment and also include shared expenses such as legal, including settlements and fines, corporate infrastructure and support costs, facilities, and IT expenses from our integrated platform. Shared expenses are primarily allocated based on revenue or headcount. There are no intersegment transactions. Refer to Note 2 and Note 12 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report for additional information. See “Non-GAAP Financial Measures” for further information regarding our segment operating results.
Segment Adjusted EBITDA . Commercial Real Estate Adjusted EBITDA increased by $11 million to $172 million. The increase was due to:
• the increase in revenue discussed above, partially offset by,
• higher personnel costs, primarily due to higher costs related to headcount growth within existing brands and
• an increase of $10 million in general and administrative expenses, primarily due to higher costs related to product web hosting, professional services, office supplies and occupancy all related to headcount increases in existing brands and to a lesser extent, incremental expenses from Matterport's post-acquisition operations.
Residential Real Estate Adjusted EBITDA improved by $88 million to $12 million. The improvement was due to:
• the increase in revenue discussed above and
• a decrease of $2 million in marketing expenses, consisting of a decrease of $12 million from our existing brands and an increase of $10 million for Domain, partially offset by,
• an increase of $19 million in general and administrative expenses for Domain and
• an increase of $4 million in personnel and related costs, consisting of an increase of $28 million for Domain, partially offset by a decrease of $24 million for our existing brands.
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Business Segment Results for Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Segment Adjusted EBITDA . Commercial Real Estate Adjusted EBITDA increased by $17 million to $161 million. The increase was due to:
• the increase in revenue discussed above, partially offset by,
• higher personnel costs, primarily due to the Matterport and Visual Lease Acquisitions completed in February 2025 and November 2024, respectively and
• an increase of $14 million in general and administrative expenses, primarily due to incremental expenses from Matterport's post-acquisition operations, including costs of product web hosting, sales of Matterport equipment, capture services, and third-party commissions.
Residential Real Estate Adjusted EBITDA improved by $27 million to a loss of $76 million. The improvement was due to the increase in revenue discussed above and a $16 million decrease in marketing expense, partially offset by an increase of $20 million in personnel cost due to the higher sales headcount from existing brands.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following table provides a comparison of our selected condensed consolidated results of operations for the six months ended June 30, 2026 and 2025 (in millions):

Six Months Ended
June 30,
2026 2025 Increase (Decrease) ($) Increase (Decrease) (%)
Revenue

CoStar $ 668  $ 615  $ 53  9  %
LoopNet 172  149  23  15 
Other Commercial Real Estate
113  91  22  24 
Total Commercial Real Estate
953  855  98  11 
Residential Real Estate
869  658  211  32 
Total revenue 1,822  1,513  309  20 
Cost of revenue 393  321  72  22 
Gross profit 1,429  1,192  237  20 
Operating expenses:
Selling and marketing (excluding customer base amortization) 816  764  52  7 
Software development 221  191  30  16 
General and administrative 240  263  (23) (9)
Customer base amortization 73  44  29  66 
Total operating expenses 1,350  1,262  88  7 
Income (loss) from operations 79  (70) 149  NM
Interest income, net
8  71  (63) (89)
Other income (expense), net (1) 14  (15) NM
Income before income taxes 86  15  71  NM
Income tax expense 28  24  4  17  %
Net income (loss) $ 58  $ (9) $ 67  NM
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NM - Not meaningful

Revenue. Revenue increased by $309 million, or 20%, to $1.8 billion, driven by the following:
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Commercial Real Estate revenue increased by $98 million, or 11%, to $953 million due to:
• an increase in CoStar revenue of $53 million, or 9%, due to an increase in subscribers, inflation-based price increases, and additional sales of STR Benchmarking,
• an increase in LoopNet revenue of $23 million, or 15%, due to an increase in the number of listings, as well as an increase in the average price per listing and the Domain Acquisition completed in August 2025, and
• an increase in Other Commercial Real Estate revenue of $22 million, or 24%, primarily due to the Matterport Acquisition completed in February 2025, partially offset by lower transaction volume on Ten-X.
Residential Real Estate revenue increased by $211 million, or 32%, to $869 million, primarily due to:
• $131 million of revenue from the Domain Acquisition completed in August 2025 and
• an increase in the number of memberships and properties advertised on our network, partially offset by a reduction in average price.
Gross Profit and Cost of Revenue . Gross profit increased by $237 million, or 20%, to $1.4 billion, and the gross profit margin decreased from 79% to 78%. The increase in gross profit was due to higher revenue, partially offset by an increase in cost of revenue. Cost of revenue increased $72 million, or 22%, to $393 million and, as a percentage of revenue, increased from 21% to 22%. The increase in cost of revenue primarily included:
• an increase in amortization expense for the acquired technology and trade names from the Matterport Acquisition and Domain Acquisition,
• an increase in personnel costs of $12 million related to additional headcount from the Matterport Acquisition and Domain Acquisition, partially offset by lower headcount in existing brands,
• an increase in software and equipment costs of $9 million, primarily driven by web hosting costs from the Domain and Matterport Acquisitions, and to a lesser extent, increased spending within existing brands,
• an increase in data and content expense of $9 million, largely due to the Domain Acquisition,
• an increase in office supplies expense of $5 million driven by the increased headcount from the Domain Acquisition,
• an increase of $4 million in credit card processing fees, and

• an increase of $2 million in costs related to sales of digital twin capture equipment and services attributable to the Matterport Acquisition completed in February 2025.

Selling and Marketing (Excluding Customer Base Amortization) Expenses . Selling and marketing (excluding customer base amortization) expenses increased by $52 million, or 7%, to $816 million and, as a percentage of revenue, decreased from 50% to 45%. The increase primarily included:
• an increase in personnel costs, primarily related to sales hiring and the sales force from the Domain Acquisition,
• an increase in marketing expense of $11 million for advertising of our brands,
• an increase in conference expenses of $4 million related to increased sales force, and
• an increase of $3 million in occupancy-related expense driven mostly by the Domain Acquisition, partially offset by
• a decrease of $3 million in relocation expense and professional services expense.
Software Development Expenses . Software development expenses increased by $30 million, or 16%, to $221 million and, as a percentage of revenue, decreased from 13% to 12%. The increase primarily included:
• an increase in personnel costs, primarily due to additional headcount from the Domain Acquisition,
• an increase in software expense of $5 million, primarily related to increased spend on AI software,
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• an increase in professional services expenses of $2 million associated with Domain operations, and
• an increase in depreciation expense of $1 million driven by the additional headcount.
General and Administrative Expenses . General and administrative expenses decreased by $23 million, or 9%, to $240 million and, as a percentage of revenue, decreased from 17% to 13%. The decrease primarily included:
• a gain from recoveries related to the Brown Judgment received during the quarter, and
• a decrease in professional services fees of $20 million, primarily driven by lower acquisition-related professional fees and lower legal-related expenses from defending our intellectual property, partially offset by
• an increase in software and equipment costs of $12 million, primarily driven by the Domain Acquisition, and
• an increase in personnel costs of $3 million, mostly driven by the Domain Acquisition, partially offset by a decrease in Matterport-related personnel costs resulting from accelerated stock-based compensation recognized for certain Matterport employees in the prior-year period.
Customer Base Amortization Expense . Customer base amortization expense increased by $29 million, or 66%, to $73 million and, as a percentage of revenue, increased from 3% to 4%. The increase was primarily due to amortization associated with intangible assets acquired in the Domain Acquisition, partially offset by lower amortization expense of $4 million resulting from Visual Lease, STR, and OnTheMarket.
Interest Income, Net . Interest income, net decreased by $63 million, or 89%, to $8 million. The decrease was primarily due to a decrease in our cash and cash equivalents, as well as $9 million of interest expense recognized during the current period related to the Brown Judgment.
Other Income (Expense), Net. Other expense, net was $1 million for the six months ended June 30, 2026, a change of $15 million from other income, net of $14 million for the six months ended June 30, 2025. The change in expense primarily included:
• an unrealized gain on the deal-contingent forward U.S. dollar to Australian dollar contracts entered into in conjunction with the Domain Acquisition in the prior-year period, and
• an unrealized gain of $12 million recognized in the prior-year period related to the equity securities of Domain, partially offset by
• a decrease of $5 million in depreciation and amortization expense from leasing activities driven by a change in the useful life of improvements related to tenants who have modified their leases.
Income Tax Expense . Income tax expense increased by $4 million, or 17%, to $28 million and the effective tax rate was 33% of income before income taxes for the six months ended June 30, 2026, compared to 160% of income before income taxes for the six months ended June 30, 2025. The increase in income tax expense was primarily due to higher income before income taxes.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
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The following table provides a comparison of our selected condensed consolidated results of operations for the six months ended June 30, 2025 and 2024 (in millions):

Six Months Ended
June 30,
2025 2024 (1)
Increase (Decrease) ($) Increase (Decrease) (%)
Revenue

CoStar $ 615  $ 569  $ 46  8  %
LoopNet 149  139  10  7 
Other Commercial Real Estate
91  35  56  160 
Total Commercial Real Estate
855  743  112  15 
Residential Real Estate
658  591  67  11 
Total revenue 1,513  1,334  179  13 
Cost of revenue 321  277  44  16 
Gross profit 1,192  1,057  135  13 
Operating expenses:
Selling and marketing (excluding customer base amortization) 764  724  40  6 
Software development 191  162  29  18 
General and administrative 263  209  54  26 
Customer base amortization 44  21  23  110 
Total operating expenses 1,262  1,116  146  13 
Loss from operations (70) (59) (11) 19 
Interest income, net
71  110  (39) (35)
Other income (expense), net 14  (3) 17  NM
Income before income taxes 15  48  (33) (69)
Income tax expense 24  22  2  9  %
Net income (loss) $ (9) $ 26  $ (35) NM
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(1) We have recast certain prior period disclosures to align with the way we internally manage our business. See Note 2 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report for additional information.

NM - Not meaningful

Revenue. Revenue increased by $179 million, or 13%, to $1.5 billion, driven by the following:
Commercial Real Estate revenue increased by $112 million, or 15%, to $855 million due to:
• an increase in CoStar revenue of $46 million, or 8%, due to an increase in subscribers, inflation-based price increases, and the Visual Lease Acquisition,
• an increase in LoopNet revenue of $10 million, or 7%, due to an increase in the number of listings, as well as an increase in the average price per listing, and
• an increase in Other Commercial Real Estate revenue of $56 million, or 160%, primarily due to the Matterport Acquisition.
Residential Real Estate revenue increased by $67 million, or 11%, to $658 million, primarily due to:
• an increase in the number of properties advertised on our network, as well as customers selecting higher-priced ad packages, partially offset by
• a decrease due to the discontinuation of certain products that were inconsistent with our long-term business strategy.
Gross Profit and Cost of Revenue . Gross profit increased by $135 million, or 13%, to $1.2 billion, and the gross profit margin was consistent at 79%. The increase in gross profit was due to higher revenue, partially offset by an increase in cost of
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revenue. Cost of revenue increased by $44 million, or 16%, to $321 million and, as a percentage of revenue, was consistent at 21%. The increase in cost of revenue primarily included:
• an increase in amortization expense for the acquired technology and trade names from the Matterport Acquisition,
• an increase in $11 million in costs related to sales of Matterport capture equipment and services,
• an increase in personnel costs of $11 million related to the Matterport Acquisition, and
• an increase of $6 million for web hosting costs.
Selling and Marketing (Excluding Customer Base Amortization) Expenses . Selling and marketing (excluding customer base amortization) expenses increased by $40 million, or 6%, to $764 million and, as a percentage of revenue, decreased from 54% to 50%. The increase primarily included:
• an increase in personnel costs related to sales hiring and the sales force from the Matterport Acquisition,
• an increase in occupancy and equipment costs of $7 million related to our sales force,
• an increase in travel costs of $5 million for training and customer engagement, and
• an increase of $2 million related to third-party sales commissions, partially offset by
• a decrease in marketing expenses of $37 million.
Software Development Expenses . Software development expenses increased by $29 million, or 18%, to $191 million and, as a percentage of revenue, increased from 12% to 13%. The increase primarily included:
• an increase in personnel costs due to additional headcount from the Matterport Acquisition, as well as costs for our existing employees and
• an increase in occupancy and equipment costs of $2 million.
General and Administrative Expenses . General and administrative expenses increased by $54 million, or 26%, to $263 million and, as a percentage of revenue, increased from 16% to 17%. The increase primarily included:
• an increase in personnel and related costs, primarily related to additional headcount from the Matterport Acquisition, as well as an increase in costs for our existing employees,
• an increase in professional service fees of $16 million, primarily related to acquisition activities and costs to defend our intellectual property, and
• an increase of $7 million in costs of intellectual property disputes.
Customer Base Amortization Expense . Customer base amortization expense increased by $23 million, or 110%, to $44 million and, as a percentage of revenue, increased from 2% to 3%. The increase was primarily due to the Matterport Acquisition and the Visual Lease Acquisition.
Interest Income, Net . Interest income, net decreased by $39 million, or 35%, to $71 million. The decrease was primarily due to a decrease in our cash and cash equivalents.
Other Income (Expense), Net. Other income, net was $14 million for the six months ended June 30, 2026, a change of $17 million from other expense, net of $3 million for the six months ended June 30, 2024. The change primarily included:
• an unrealized gain on the deal-contingent forward U.S. dollar to Australian dollar contracts entered into in conjunction with the Domain Acquisition, and
• an unrealized gain of $12 million related to the equity securities of Domain, partially offset by
• an increase in depreciation and amortization expense from leasing activities driven by a change in the useful life of improvements related to tenants who have modified their leases.
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Income Tax Expense . Income tax expense increased by $2 million, or 9%, to $24 million and the effective tax rate was 160% of income before income taxes for the six months ended June 30, 2025 compared to 46% of income before income taxes for the six months ended June 30, 2024. The increase in income tax expense was primarily due to a discrete tax expense for transaction costs, partially offset by lower income before income taxes.

Business Segment Results for Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Segment Adjusted EBITDA . Commercial Real Estate Adjusted EBITDA increased by $21 million to $333 million. The increase was due to:
• the increase in revenue discussed above, partially offset by,
• higher personnel costs, primarily due to the Matterport Acquisition completed in February 2025, as well as higher costs related to headcount growth within existing brands and
• an increase of $27 million in general and administrative expenses, primarily due to costs related to product web hosting, office supplies, professional services, recruiting and relocation fees, as well as credit card processing fees.
Residential Real Estate Adjusted EBITDA improved by $144 million to a loss of $17 million. The improvement was due to:
• the increase in revenue discussed above, partially offset by,
• an increase of $34 million in general and administrative expenses primarily due to Domain,
• an increase of $25 million in personnel and related costs, consisting of an increase of $56 million for Domain, partially offset by a decrease of $31 million from existing brands, and
• an increase of $8 million in marketing expenses, consisting of an increase of $21 million for Domain, partially offset by a decrease of $13 million from existing brands.
Business Segment Results for Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Segment Adjusted EBITDA . Commercial Real Estate Adjusted EBITDA increased by $25 million to $312 million. The increase was due to the increase in revenue discussed above, partially offset by:
• higher personnel costs, primarily due to the Matterport and Visual Lease Acquisitions completed in February 2025 and November 2024, respectively and
• an increase of $21 million in general and administrative expenses, primarily due to incremental expenses from Matterport's post-acquisition operations, including costs of product web hosting, sales of Matterport equipment, capture services, and third-party commissions.
Residential Real Estate Adjusted EBITDA improved by $73 million to a loss of $161 million. The improvement was due to the increase in revenue discussed above and a $41 million decrease in marketing expense, partially offset by:
• an increase of $29 million in personnel cost due to the higher sales headcount from existing brands and
• an increase of $6 million in general and administrative costs due to higher product hosting and merchant fees associated with revenue growth, as well as higher conference, occupancy, and related overhead costs resulting from increased sales headcount across our existing brands.

Liquidity and Capital Resources
We believe the balance of cash and cash equivalents, which was $1.3 billion as of June 30, 2026, along with cash generated by ongoing operations and continued access to capital markets, will be sufficient to satisfy our cash requirements over the next 12 months and beyond. Other than the matters discussed below, our cash requirements have not changed materially from what is described in the 2025 Form 10-K.
Construction Commitments . In June 2026, we substantially completed the expansion of our Richmond, Virginia campus in advance of the grand opening on July 6, 2026. As of June 30, 2026, we had accrued $98 million for estimated final invoices and
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retainage amounts, which we expect to pay during the second half of 2026. We intend to fund these expenditures with cash on hand.
In conjunction with this expansion, we negotiated various tax incentives with the Commonwealth of Virginia and the City of Richmond, including the allowance to use market-based income apportionment for income taxes and partial reimbursements of property tax assessments related to the value of the campus expansion. These incentives are conditional upon achieving job creation and capital expenditure targets from 2022 to 2029. Failure to meet these targets could result in a reduction of the value of the tax incentives and repayment of previous tax reductions. The value of the allowance to use a market-based income 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.
We are currently renovating our corporate headquarters in Arlington, Virginia. The renovation is expected to result in a material cash commitment requirement in 2026 and 2027. We have engaged a project manager, architects, and a general contractor on terms that generally require payments as services are provided or construction is performed. As of June 30, 2026, we were obligated to spend an additional $46 million as construction service is performed and expect to amend these contracts as the project advances. We intend to fund these expenditures with cash on hand.
Zonda Agreement . In May 2026, we entered into a definitive agreement to acquire Zonda for approximately $800 million in cash. We expect to fund the acquisition using cash on hand. The transaction is expected to close in the second half of 2026, subject to customary conditions.
Stock Repurchase Program. 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 our 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 our discretion.
During the six months ended June 30, 2026, we repurchased 13.8 million CoStar Group Shares for an aggregate cost of $589 million under the Stock Repurchase Program . The aggregate cost includes $2 million of estimated excise taxes, transaction fees, and other costs that are excluded from the the fair value used to measure the amount authorized under the Stock Repurchase Program. As of June 30, 2026, $913 million remains available for repurchases under the Stock Repurchase Program. We anticipate repurchasing at lea st $113 million of additional CoStar Group Shares in 2026.
Cash on Hand. Cash and cash equivalents decreased to $1.3 billion as of June 30, 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 six months ended June 30, 2026 was due to $622 million of net cash used in financing activities and $110 million of net cash used in investing activities, partially offset by $267 million of net cash provided by operating activities.
Net cash provided by operating activities for the six months ended June 30, 2026 was $267 million compared to $200 million for the six months ended June 30, 2025. The $67 million increase in net cash provided by operating activities was primarily due to an increase in non-cash expenses of $102 million and an increased net income, partially offset by a decrease in working capital of $102 million, primarily due to the $109 million settlement payment related to the Brown Judgment.
Net cash used in investing activities for the six months ended June 30, 2026 was $110 million compared to $1.1 billion for the six months ended June 30, 2025, primarily due to 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 six months ended June 30, 2026 was $622 million compared to $99 million for the six months ended June 30, 2025. The increase was primarily due to repurchases of our outstanding common stock under the Stock Repurchase Program and AOMs buyout, 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
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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 six months ended June 30, 2026, there were no material changes to our critical accounting estimates from those described in the 2025 Form 10-K.
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 real estate information, analytics, and online marketplaces;
• the risks related to AI Technologies, such as Homes Ai and Apartments 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, the Domain Acquisition, or the Zonda Acquisition, or to complete the Zonda Acquisition in a timely manner, or at all;
• 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;
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• 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 risks 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;
• 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 real estate information, analytics, and online marketplaces 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 each of the three and six months ended June 30, 2026, approximately 14% of our revenue, respectively, was denominated in foreign currencies. For the three and six months ended June 30, 2026, our revenue would have decreased by approximately $13 million and $25 million, respectively, if the U.S. dollar exchange rate used strengthened by 10%. For the three and six months ended June 30, 2026, our revenue would have increased by approximately $13 million and $25 million, respectively, if the U.S. dollar exchange rate used weakened by 10%. In addition, we have assets and liabilities denominated in foreign currencies. As of June 30, 2026, accumulated other comprehensive income included a gain from foreign currency translation adjustments of approximately $138 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 June 30, 2026. As of June 30, 2026, we had $1.3 billion of cash and cash equivalents. 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 June 30, 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 June 30, 2026. As of June 30, 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 June 30, 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 June 30, 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. Other than the following items, 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.
Risks related to our business
We may be unable to complete the acquisition of Zonda or otherwise realize the benefits of the pending Zonda acquisition, which could have an adverse effect on us.
On May 28, 2026, we announced that we had entered into the Zonda Agreement, to acquire Zonda. Pursuant to the Zonda Agreement, and subject to the terms and conditions contained therein, at the closing of the Zonda Acquisition, among other things, we will acquire all of the issued and outstanding capital stock of Zonda in a cash transaction. The closing of the Zonda Acquisition is subject to certain customary closing conditions, including, among others: expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain other regulatory laws; the absence of any law, order, decree, ruling or injunction of a governmental authority with jurisdiction prohibiting or making illegal the consummation of the Zonda Acquisition; the accuracy of each party’s representations and warranties and the performance and compliance by each party with its respective covenants in each case subject to certain qualifiers; there not having occurred since the date of the Zonda Agreement any event, development, change or occurrence that has had or would reasonably be expected to have had, individually or in the aggregate, a material adverse effect; and the delivery of customary closing documents.
Until the completion of the Zonda Acquisition, we will operate independently of Zonda. It is possible that the pendency of the Zonda Acquisition could result in the loss of key employees, higher than expected costs, diversion of management attention, or the disruption of our ongoing businesses, which may adversely affect the combined company’s ability to maintain relationships with customers, vendors, and employees or to achieve the anticipated benefits of the Zonda Acquisition.
We have incurred, and we will continue to incur, transaction fees, including legal, regulatory and other costs associated with closing the Zonda Acquisition, as well as expenses related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We may be unable to offset transaction and integration-related costs with the realization of other efficiencies related to the integration of the business.
The success of the Zonda Acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities and growth prospects from combining our business with that of Zonda. We may never realize these business opportunities and growth prospects. Integrating operations and employees will require significant efforts and expenditures. If we are unable to successfully or timely acquire and integrate Zonda’s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the Zonda Acquisition and our business could be adversely affected.
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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 June 30, 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)

April 1 through 30 0.7  $ 38.35  0.7  $ 967 
May 1 through 31 0.8  $ 33.60  0.8  $ 940 
June 1 through 30 0.9  $ 31.98  0.9  $ 913 
Total 2.4 

$ 34.46  2.4 
__________________________

(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 June 30, 2026, the Company repurchased 2.4 million CoStar Group Shares for an aggregate cost of $83 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 June 30, 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. 2026 Employee Stock Purchase Plan (Incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2026, File No. 000-24531).
† # 10.2
Stock Purchase Agreement, dated May 28, 2026, by and among Bora Holdings Group, L.P., Bora, Inc. and CoStar Realty Information, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 29, 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 June 30, 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 June 30, 2026, formatted in Inline XBRL (included as Exhibit 101).

* Management Contract or Compensatory Plan or Arrangement.
† Schedules and exhibits (or similar attachments) have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules (or similar attachments) to the SEC upon request.
# Certain personal information in this exhibit has been omitted in accordance with Item 601(a)(6) of Regulation S-K.
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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: July 29, 2026 By: /s/ Christian M. Lown     

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

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