csgp-20260623 0001057352 false 0001057352 2026-06-23 2026-06-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2026 COSTAR GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-24531 52-2091509 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1201 Wilson Blvd. Arlington, VA 22209 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 202 ) 346-6500 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.      ☐ Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 23, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of CoStar Group, Inc. (the “Company” or “our”), the stockholders of the Company, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the CoStar Group, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which was approved by the Board on April 27, 2026 and became effective upon stockholder approval at the Annual Meeting. The 2026 ESPP replaces the Company’s Second Amended and Restated Employee Stock Purchase Plan (the “2021 ESPP”), and no further shares will be issued pursuant to the 2021 ESPP. The 2026 ESPP authorizes the issuance of 2,500,000 shares of the Company’s common stock. A more detailed description of the material terms of the 2026 ESPP was included in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 30, 2026. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the 2026 ESPP and are qualified by reference to the text of the 2026 ESPP, which is included as Exhibit 10.1 hereto and is incorporated by reference herein. Item 5.07         Submission of Matters to a Vote of Security Holders. The following items, which are more fully described in the Proxy Statement, were submitted to a vote of the stockholders of the Company at the Annual Meeting. The final voting results are as follows: 1. Each of the following nominees was elected to our Board to serve until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is elected and qualified: Louise S. Sams, Andrew C. Florance, John L. Berisford, Angelique G. Brunner, Rachel C. Glaser, John W. Hill, Christine M. McCarthy, and Robert W. Musslewhite. Name Votes For Votes Against Abstentions Broker Non-Votes Louise S. Sams 339,006,366  21,916,539  137,272  9,772,170  Andrew C. Florance 359,034,877  1,924,104  101,196  9,772,170  John L. Berisford 354,126,137  6,332,305  601,735  9,772,170  Angelique G. Brunner 354,456,998  6,495,209  107,970  9,772,170  Rachel C. Glaser 357,314,132  2,366,072  1,379,973  9,772,170  John W. Hill 353,842,997  6,744,956  472,224  9,772,170  Christine M. McCarthy 357,893,033  1,785,174  1,381,970  9,772,170  Robert W. Musslewhite 342,052,457  18,894,048  113,672  9,772,170  2. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified upon the following vote: Votes For 351,556,365  Votes Against 18,902,666  Abstentions 373,316  Broker Non-Votes —  3. The advisory resolution to approve the Company's executive compensation was approved upon the following vote: Votes For 257,665,608  Votes Against 103,277,424  Abstentions 117,145  Broker Non-Votes 9,772,170  4.     The 2026 ESPP was approved upon the following vote: Votes For 359,953,752  Votes Against 779,358  Abstentions 327,067  Broker Non-Votes 9,772,170  Item 7.01     Regulation FD Disclosure. On June 25, 2026, the Company issued a press release (the “Press Release”) announcing the voting results from the Annual Meeting. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01 and the Press Release shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing. Item 9.01     Financial Statements and Exhibits. Exhibit No. Description 10.1 CoStar Group, Inc. 202 6 Employee Stock Purchase Plan (filed as Appendix B to CoStar Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed April 30, 202 6 , File No. 000- 24531 , and incorporated herein by reference). 99.1 CoStar Group, Inc. Press Release dated June 25, 2026. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). 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 hereunto duly authorized. COSTAR GROUP, INC. By: Date: June 25, 2026 /s/ Gene Boxer Name: Gene Boxer Title: General Counsel and Corporate Secretary