CoStar Group reports $952M revenue

Cover page 2 changes

4 unchanged paragraphs

For the quarterly period ended June September 30, 2026

20 unchanged paragraphs

As of July 27, October 26, 2026, , there were 405,197,588 402,337,328 shar es of the registrant s common stock outstanding.

1 unchanged paragraph

Exhibits 7 changes

35 unchanged paragraphs

The Gores merger transaction and the Agreement and the Plan of Merger thereunder the "Gores Merger Agreement"

15 unchanged paragraphs

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 of CoStar Group Shares

20 unchanged paragraphs

Vexcel Vexcel Group, Inc. and its subsidiaries, a leading provider of aerial imagery, geospatial data, and AI-powered digital property intelligence

Vexcel Acquisition CoStar Group's proposed acquisition of Vexcel, pursuant to the Vexcel Merger Agreement

Vexcel Merger Agreement The Agreement and Plan of Merger, dated as of October 26, 2026, among CRI, Velocity Merger Sub, Inc., and Vexcel Group, Inc., and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative

6 unchanged paragraphs

Zonda Bora Inc. and its subsidiaries, a leading provider of new home construction data, homebuilder analytics, software, and marketplace solutions for the residential real estate marketplaces construction industry

Zonda Acquisition CoStar Group's proposed acquisition of Zonda completed on August 21, 2026, pursuant to the Zonda Agreement in which CRI acquired all of the outstanding equity in Zonda

2 unchanged paragraphs

Financial statements 127 changes

2 unchanged paragraphs

June 30, Six Months Ended

Revenue $ 925 $ 781 $ 1,822 $ 1,513

Cost of revenue 197 168 393 321

Gross profit 728 613 1,429 1,192

Software development 107 96 221 191

General and administrative 114 122 240 263

Customer base amortization 36 27 73 44

Income (loss) from operations 76 ( 27 ) 79 ( 70 )

Interest income (expense), net ( 2 ) 33 8 71

Income before income taxes 74 22 86 15

Income tax expense 19 16 28 24

Net income (loss) $ 55 $ 6 $ 58 $ ( 9 )

September 30, Nine Months Ended

Revenue $ 952 $ 834 $ 2,774 $ 2,347

Cost of revenue 211 172 604 493

Gross profit 741 662 2,170 1,854

Selling and marketing (excluding customer base amortization) 395 395 816 764 366 418 1,182 1,182

Software development 109 106 330 297

General and administrative 138 157 378 420

Customer base amortization 44 32 117 76

Income (loss) from operations 84 ( 51 ) 163 ( 121 )

Interest income (expense), net ( 1 ) 26 7 97

Other income (expense), net 16 ( 1 ( 14 21 ) ( 7 )

Income (loss) before income taxes 84 ( 46 ) 170 ( 31 )

Income tax expense (benefit) 10 ( 15 ) 38 9

Net income (loss) $ 74 $ ( 31 ) $ 132 $ ( 40 )

6 unchanged paragraphs

June 30, Six Months Ended

Net income (loss) $ 55 $ 6 $ 58 $ ( 9 )

September 30, Nine Months Ended

Net income (loss) $ 74 $ ( 31 ) $ 132 $ ( 40 )

1 unchanged paragraph

Foreign currency translation adjustment 7 37 58 46

Comprehensive income $ 62 $ 43 $ 116 $ 37

Foreign currency translation adjustment 21 37 79 83

Other comprehensive income, net of tax 7 21 37 58 46 79 83

Comprehensive income $ 95 $ 6 $ 211 $ 43

2 unchanged paragraphs

Accounts receivable 289 263

Cash and cash equivalents $ 1,266 500 $ 1,633

Accounts receivable 316 263

1 unchanged paragraph

Goodwill 4,981 4,944

Accounts receivable, net 253 280 234

Income taxes receivable 18 26 18

Prepaid expenses and other current assets 117 140 134

Total current assets 1,654 946 2,119

Deferred income taxes, net 23 8 47

Property and equipment, net 1,443 1,456 1,323

Lease right-of-use assets 128 126 123

Goodwill 5,428 4,944

Intangible assets, net 1,669 2,062 1,771

Deferred commission costs, net 190 188 184

1 unchanged paragraph

Total assets $ 10,139 10,265 $ 10,538

2 unchanged paragraphs

Accounts payable $ 44 $ 42

Accrued expenses 254 203

Accounts payable $ 56 $ 42

Accrued wages and commissions 156 148 145

Accrued expenses 199 203

1 unchanged paragraph

Lease liabilities 30 28

Deferred revenue 233 205

Lease liabilities 32 28

Deferred revenue 250 205

Other current liabilities 30 31 24

Total current liabilities 747 716 746

1 unchanged paragraph

Deferred income taxes, net 245 335 238

1 unchanged paragraph

Lease and other long-term liabilities 178 198 163

Total liabilities 2,194 2,273 2,167

Stockholders' equity attributable to CoStar Group 7,932 7,975 8,334

Equity attributable to noncontrolling interest 13 17 37

Total equity 7,945 7,992 8,371

Total liabilities and stockholders' equity $ 10,139 10,265 $ 10,538

10 unchanged paragraphs

Stock repurchases under stock repurchase programs ( 11.4 ) ( 3 ) ( 506 ) ( 509 ) ( 509 )

9 unchanged paragraphs

Other comprehensive income 21 21 21

Restricted stock grants surrendered ( 0.2 ) ( 3 ) ( 3 ) ( 3 )

Stock-based compensation expense 32 32 32

Stock repurchases under stock repurchase programs ( 2.7 ) ( 81 ) ( 81 ) ( 81 )

Balance at September 30, 2026 401.9 $ 4 $ 6,510 $ ( 1,180 ) $ 159 $ 2,482 $ 7,975 $ 17 $ 7,992

9 unchanged paragraphs

Restricted stock grants granted 2.3

8 unchanged paragraphs

Restricted stock grants granted 0.3

5 unchanged paragraphs

Net loss ( 31 ) ( 31 ) ( 31 )

Domain Acquisition 8 8

Other comprehensive income 37 37 37

Exercise of stock options 0.2 2 2 2

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 47 more changes in the filing

Note 1: ORGANIZATION 1 change

1 unchanged paragraph

The Company acquired Matterport, and Domain, and Zonda in February 2025, and August 2025, and August 2026, respectively. See Note 4 for further discussion of these acquisitions.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

9 unchanged paragraphs

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information. In the opinion of the Company s management, the financial statements reflect all adjustments, consisting only of a normal recurring nature, necessary to present fairly the Company s financial position at June September 30, 2026 and December 31, 2025, the results of its operations for the three and six nine months ended

Notes to the financial statements 4 changes

In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill, provided that the Company is within the measurement period. Subsequent to the measurement period, changes to these uncertain tax positions and tax-related valuation allowances will affect the Company's provision for income taxes in its condensed consolidated statements of operations and comprehensive income and could have a material impact on its results of operations and financial position.

Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the condensed consolidated statements of operations.

6 unchanged paragraphs

In December 2025, the FASB issued ASU No. 2025 12, Codification Improvements . The ASU provides technical corrections and clarifications to various topics, including diluted earnings per share, the transfer of receivables from contracts with customers, among other improvements. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted in an interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU eliminates all references to prescriptive and sequential software project stages throughout Subtopic 350-40. An entity is required to begin capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the probable-to-complete recognition threshold ). The ASU is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Entities may adopt the new guidance using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

Note 3: REVENUE FROM CONTRACTS WITH CUSTOMERS 18 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

CoStar $ 337 $ 310 $ 668 $ 615

LoopNet 87 76 172 149

CoStar $ 344 $ 318 $ 1,012 $ 933

LoopNet 89 79 261 228

Other Commercial Real Estate 59 64 172 155

2 unchanged paragraphs

Total revenue $ 925 $ 781 $ 1,822 $ 1,513

Total revenue $ 952 $ 834 $ 2,774 $ 2,347

1 unchanged paragraph

The Company is domiciled in the U.S. Revenue earned outside the U.S. was $ 150 142 million and $ 61 91 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 287 429 million and $ 109 200 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Deferred revenue as of June September 30, 2026 and December 31, 2025 was as follows (in millions):

Balance Balance Sheet Caption June September 30, 2026 December 31, 2025

Current portion Deferred revenue $ 233 250 $ 205

1 unchanged paragraph

Total deferred revenue $ 234 251 $ 206

2 unchanged paragraphs

Revenue recognized in the current period from the amounts in the beginning balance ( 150 181 )

New deferrals, net of amounts recognized in the current period (1)

Balance at June September 30, 2026

(1) This balance includes $ 15 million of new deferrals from the Zonda Acquisition completed in 2026. See Note 4 for further discussion of acquisitions.

Note 4: ACQUISITIONS 3 changes

In February 2025, in connection with the Domain Proposal, the Company acquired approximately 17 % of the ordinary shares of Domain, one of Australia's leading property marketplaces, at A$ 4.20 per share for a total purchase price of A$ 452 million ($ 285 million). In May 2025, the Company entered into an agreement to acquire the remaining issued capital of Domain not previously held by CoStar Group by way of scheme of arr angement. In August 2025, the Company completed the Domain Acquisition pursuant to which (i) the Company spent A$ 2.5 billion ($ 1.6 billion) to acquire the remaining 83 % of Domain's ordinary shares; and (ii) Domain shareholders received total cash consideration of A$ 4.43 per Domain ordinary share,

In May, August 2026, the Company entered into the Zonda Agreement, pursuant to which the Company agreed to acquire all of completed the outstanding equity interests in Zonda for $ 800 million in cash, subject to customary working capital and other post-closing adjustments. Acquisition. Zonda owns a proprietary, lot-level database covering new home communities, land development activity, construction status, home sales, and builder operations. This data and the software built around it are embedded in builder workflows and are used to support underwriting, land strategy, capital allocation, development planning, forecasting, and sales operations across the industry. Zonda also operates NewHomeSource and Livabl, leading online new home marketplaces in the U.S. and Canada, respectively. The Zonda Agreement is subject to customary closing conditions and regulatory review. Acquisition allows the Company currently expects to close expand its presence across the acquisition in residential real estate ecosystem, extending the second half Company's proprietary data, analytics, software, and marketplace capabilities into new home construction, one of 2026. the largest and most important sectors of the U.S. real estate economy.

Pursuant to the terms and conditions of the Zonda Agreement, the total purchase consideration for the Zonda Acquisition was $ 815 million, and consisted of the following (in millions):

Note 5: INVESTMENTS AND FAIR VALUE MEASUREMENTS 3 changes

4 unchanged paragraphs

The Company's financial assets comprised Level 1 cash equivalents with original maturities of three months or less in the amount of $ 1.1 billion 322 million and $ 1.4 billion as of June September 30, 2026 and December 31, 2025, respectively. As of June September 30, 2026 and December 31, 2025, the Company had no Level 2 or Level 3 financial assets measured at fair value.

1 unchanged paragraph

In connection with the Matterport Acquisition, the Company acquired $ 204 million of available-for-sale debt securities, inclusive of $ 2 million of accrued interest. These securities were sold for net proceeds of $ 203 million, resulting in a negligible realized loss in the three months ended June 30, first quarter of 2025.

1 unchanged paragraph

The Company holds other financial instruments, including cash deposits, accounts receivable, accounts payable, accrued expenses, and Senior Notes. The carrying value for such financial instruments, other than the Senior Notes, each approximated their fair values as of both June September 30, 2026 and December 31, 2025. The estimated fair val ue of the Company's outstanding Senior Notes using quoted prices from the over-the-counter markets, which are considered Level 2 inputs, was $ 900 million as of both June September 30, 2026 and December 31, 2025 .

Note 6: LEASES 1 change

The Company has operating and finance leases for its office facilities, data centers, and certain vehicles. The Company's leases have remaining terms up to eight years. . The leases contain various renewal and termination options. The period that is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period that is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised.

Note 7: GOODWILL 6 changes

1 unchanged paragraph

Commercial Real Estate Residential Real Estate Total

Goodwill, December 31, 2025

Acquisitions, including measurement period adjustments 434 434

Effect of foreign currency translation 7 43 50

Goodwill, September 30, 2026

For the nine months ended September 30, 2026 and 2025, the Company did not recognize any impairment losses on goodwill.

Note 8: INTANGIBLE ASSETS 19 changes

1 unchanged paragraph

Accumulated amortization ( 89 ) ( 55 )

Accumulated amortization ( 428 ) ( 403 )

Accumulated amortization ( 161 ) ( 146 )

Acquired technology and data $ 474 497 $ 471 8

Accumulated amortization ( 107 ) ( 55 )

Acquired technology and data, net 385 390 416

Acquired customer base 1,302 1,712 1,330 15 16

Accumulated amortization ( 471 ) ( 403 )

Acquired customer base, net 874 1,241 927

Acquired trade names and other intangible assets 525 558 524 14

Accumulated amortization ( 171 ) ( 146 )

Acquired trade names and other intangible assets, net 364 387 378

Acquired above-market leases 42 41 42 9

1 unchanged paragraph

Acquired above-market leases, net 26 25 28

1 unchanged paragraph

Accumulated amortization ( 11 ) ( 9 )

Accumulated amortization ( 12 ) ( 9 )

Acquired in-place leases, net 20 19 22

Intangible assets, net $ 1,669 2,062 $ 1,771

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. For the six nine months ended June September 30, 2026 and 2025, the Company did not recognize any impairment losses on intangible assets.

Note 9: LONG-TERM DEBT 7 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

3 unchanged paragraphs

Revolving Credit Facility

On May 24, 2024, the Company entered into the 2024 Credit Agreement, which provides for a $ 1.1 billion revolving credit facility with a term of five years (maturing May 24, 2029) and a letter of credit sublimit of $ 20 million from a syndicate of financial institutions and issuing banks.

Borrowings bear interest at a floating rate, which can be, at the Company s option, either (a) an alternate base rate plus an applicable rate ranging from 0.125 % to 0.750 % or (b) a Term SOFR, SONIA rate, or EURIBOR for the specified interest period plus an applicable rate ranging from 1.125 % to 1.750 %, in each case depending on the Company s Debt Rating (as defined in the 2024 Credit Agreement).

The 2024 Credit Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties, and compliance with laws, including environmental laws, subject to certain exceptions. The 2024 Credit Agreement contains customary negative covenants, including, among others, restrictions on the ability of the Company and its subsidiaries to merge and consolidate with other companies, restrictions on the ability of certain subsidiaries to incur indebtedness, and restrictions on the ability of the Company and certain subsidiaries to grant liens or security interests on assets, subject to certain exceptions. The 2024 Credit Agreement contains a financial maintenance covenant that requires the Company to maintain a Total Leverage Ratio (as defined in the 2024 Credit Agreement) of less than or equal to 4.50 to 1.00, tested at the end of each fiscal quarter. The 2024 Credit Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders, voluntary and involuntary bankruptcy proceedings, covenant defaults, material inaccuracies of representations and warranties, cross-acceleration to other material indebtedness, certain change of control events, material money judgments, and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the 2024 Credit Agreement. As of June 30, 2026, the Company was in compliance with the covenants in the 2024 Credit Agreement. As of June 30, 2026, the Company had no amounts drawn under this facility.

The Company had $ 2 million and $ 3 million of deferred debt issuance costs related to the revolving credit facility as of June 30, 2026 and December 31, 2025, respectively. These amounts are included in deposits and other assets on the Company's condensed consolidated balance sheets.

On July 1, 2020, the Company issued $ 1.0 billion aggregate principal amount of 2.800 % Senior Notes due July 15, 2030. The Senior Notes were sold to a group of financial institutions as initial purchasers who subsequently resold the Senior Notes to non-U.S. persons pursuant to Regulation S under the Securities Act, and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 99.921 % of their principal amount. Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15. The Senior Notes may be redeemed in whole or in part by the Company (a) at any time prior to April 15, 2030 at a redemption price equal to 100 % of the principal amount of the Senior Notes, plus the Applicable Premium (as calculated in accordance with the indenture governing the Senior Notes), and any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date, and (b) on or after April 15, 2030 at a redemption price equal to 100 % of the principal amount of the Senior Notes, plus any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date. The Company s obligations under the Senior Notes are guaranteed on a senior, unsecured basis by the Company s domestic wholly-owned subsidiaries, and the indenture governing the Senior Notes contains covenants, events of default, and other customary provisions with which the Company was in compliance as of June 30, 2026.

Note 10: INCOME TAXES 1 change

The income tax provision reflects an effective tax rate of approximately 26 % and 73 % for the three months ended June 30, 2026 and 2025, respectively, and 33 % and 160 % for the six months ended June 30, 2026 and 2025, respectively. The decreases in the effective tax rate for the three and six months ended June 30, 2026 were primarily due to losses in the U.K. in 2025 subject to a full valuation allowance.

Note 11: COMMITMENTS AND CONTINGENCIES 7 changes

The following summarizes the Company's significant contractual obligations, including related payments due by period, as of June September 30, 2026 (in millions):

1 unchanged paragraph

Remainder of 2026 $ 2 $ 3 $ $ 14

Total $ 175 $ 9 $ 1,000 $ 126

Remainder of 2026 $ 5 $ 2 $ $

Total $ 195 $ 8 $ 1,000 $ 112

4 unchanged paragraphs

On July 23, 2021, plaintiff William J. Brown, a former employee and a stockholder of Matterport, sued the Brown Defendants in the Chancery Court. Brown claimed that the Brown Defendants imposed invalid Transfer Restrictions on his shares of Matterport stock, and that Matterport s board of directors violated their fiduciary duties in connection with a

On July 23, 2021, plaintiff William J. Brown, a former employee and a stockholder of Matterport, sued the Brown Defendants in the Chancery Court. Brown claimed that the Brown Defendants imposed invalid Transfer Restrictions on his shares of Matterport stock, and that Matterport s board of directors violated their fiduciary duties in connection with a purportedly misleading letter of transmittal. On January 11, 2022, the court issued a ruling that the Transfer Restrictions did not apply to Brown. On May 28, 2024, the court awarded Brown $ 79 million due to the invalid Transfer Restrictions plus pre- and post-judgment interest. On April 22, 2025, the Delaware Supreme Court substantially affirmed the Chancery Court s damages award but reversed and remanded for additional proceedings on the manner in which post-judgment interest was calculated. On remand, the Chancery Court determined that post judgment interest will accrue at a variable rate until the judgment is paid in full. In the second quarter of 2026, the Company paid a total of $ 109 million for the Brown Judgment. The Company recognized $ 9 million of additional interest expense related to the matter, which was recorded within interest income (expense), net in the condensed consolidated statements of operations, and $ 1 million of fees recorded within general and administrative expenses in the condensed consolidated statements of operations. In addition, the Company realized net recoveries related to this matter of $ 7 million for the three months ended September 30, 2026 and $ 24 million for the nine months ended September 30, 2026, which were recorded as a reduction to general and administrative expenses in the condensed consolidated statements of operations.

Note 12: SEGMENT REPORTING 1 change

1 unchanged paragraph

Operating results by segment include items that are directly attributable to each segment and shared expenses such as IT; corporate infrastructure, including facilities; finance; and legal expenses. Shared expenses are allocated based on revenue and or headcount. There are no intersegment transactions. The impact of certain items that are not normal, recurring, and cash operating expenses necessary to run the operating segment are removed to determine Adjusted EBITDA and include stock-based compensation, acquisition and integration costs, restructuring and related costs, and settlements and impairments.

2 unchanged paragraphs

Note 13: STOCKHOLDERS' EQUITY 2 changes

2 unchanged paragraphs

During the six nine months ended June September 30, 2025, the Company repurchased 0.8 1.4 million CoStar Group Shares for an aggregate cost with a market value of $ 64 115 million. Subsequently, the Company completed the Prior Stock Repurchase Program , including the use of an accelerated share repurchase agreement entered into in November 2025. In total, the Company repurchased 7.1 million shares for an aggregate cost with a market value of $ 500 million during 2025. The aggregate purchase price of CoStar Group Shares is recorded as treasury stock and presented as a reduction to stockholders' equity.

3 unchanged paragraphs

During the six nine months ended June September 30, 2026, the Company also repurchased $ 87 168 million of CoStar Group Shares pursuant to a 10b5-1 Plan, resulting in total repurchases of 13.8 16.5 million CoStar Group Shares for an aggregate cost with a market value of $ 589 668 million under the Stock Repurchase Program, including pursuant to the 2026 ASR Agreement. In connection with the

Note 14: EMPLOYEE BENEFIT PLANS 8 changes

1 unchanged paragraph

All of the outstanding stock options, RSAs, and RSUs are covered under the 2025 Plan or legacy plans. Awards under the 2025 Plan may include one or more of the following types: (i) stock options, (ii) stock appreciation rights, (iii) RSAs, (iv) RSUs, and (v) performance RSAs and RSUs. . For additional information regarding the share-based awards of the Company, see Note 16 in the Notes to the Consolidated Financial Statements in the 2025 Form 10-K. Approximately 7.8 7.4 million shares were available for future grant under the 2025 Plan as of June September 30, 2026.

At June September 30, 2026, there was approximately $ 264 234 million of unrecognized compensation cost related to stock incentive plans, net of estimated forfeitures, which the Company expects to recognize over a weighted-average-period weighted-average period of three two years. . See Note 2 for further discussion of stock-based compensation expense.

3 unchanged paragraphs

Exercised ( 907,426 ) $ 9.28 $ 50

Canceled or expired ( 2,540 ) $ 9.86

Exercised ( 911,534 ) $ 9.27 $ 50

Canceled or expired ( 18,940 ) $ 69.15

Outstanding at June September 30, 2026

Exercisable at June September 30, 2026

1 unchanged paragraph

Note 15: SUBSEQUENT EVENTS 2 changes

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any material subsequent events that required adjustment or disclosure in the condensed consolidated financial statements.

On October 26, 2026, the Company, through CRI, entered into the Vexcel Merger Agreement to acquire Vexcel for $ 730 million in cash, subject to customary working capital and other post-closing adjustments. The Vexcel Acquisition remains subject to expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain foreign regulatory laws and other closing conditions. Accordingly, there can be no assurance that the Vexcel Acquisition will be consummated on the anticipated terms or timing.

MD&A 275 changes

3 unchanged paragraphs

Our services are primarily derived from a databas e of building-specific, and marketplace, and residential development information and visual content and offer customers specialized tools for accessing, analyzing, and using our information and advertising on our marketplaces. Over time, we have expanded, and we expect to continue to expand, our existing real estate information, analytics, and online marketplaces. We have developed and we expect to continue to develop additional services leveraging our centralized database and 3D digital twin technology to meet the needs of our existing customers as well as potential new categories of customers. With the Zonda Acquisition, we have expanded our proprietary data, analytics, software, and marketplace capabilities into the new-home construction market, giving us a significant position in another major part of the residential real estate ecosystem.

Our services are typically distributed to our customers under subscription-based license agreements that generally renew automatically, the majority of which have a term of at least one year. Upon renewal, many of the subscription contract rates may change in accordance with contract provisions or as a result of contract renegotiations. To encourage customers to use our services regularly, we generally charge a fixed monthly amount for our subscription-based services rather than charging fees based on actual platform usage or number of paid clicks. Depending on the type of service, contract rates are generally based on the number of sites, number of users, organization size, the customer s business focus, the customer's geographic location, the number of properties reported on or analyzed, the number and types of services to which a customer subscribes, the number of digital twins hosted, the number of transactions and average transaction size a broker or agent has closed, the number of properties or residential communities a customer advertises, and the prominence and placement of a customer's advertised properties in the search results. Our subscription customers generally pay contract fees on a monthly basis, but in some cases may pay us on a quarterly or annual basis. Our transaction-based services primarily consist of (i) providing premium listings for individual properties and residential communities on our marketplaces, (ii) providing data capture services to create digital twins, (iii) the sale of Matterport cameras and capture equipment, and (iv) Ten-X auction fees, (v) one-time sales of housing market data, advisory services, digital advertising, home plans, and software and related services, and (vi) ancillary products and services that are sold on an ad hoc basis.

We operate, develop products, and deliver our services in two reportable segments, Commercial Real Estate and Residential Real Estate. Our Commercial Real Estate segment offers commercial real estate information, analytics, online marketplaces, and 3D digital twin technology. Our Residential Real Estate segment hosts marketplaces which that aggregate consumer demand for homes and apartments and we sell marketing and leads to the agents, owners, landlords, and property management companies that need to reach those consumers with their offerings. Our principal services are described in the following paragraphs:

7 unchanged paragraphs

Our residential marketplaces enable renters and homebuyers to find their dream homes by combining our proprietary research and neighborhood content with listing information, while enabling property owners, managers, and real estate agents to advertise their properties. Our flagship brands in the U.S. are Apartments.com, Homes.com, and Land.com. Apartments.com and Land.com provide comprehensive advertising on a subscription basis. Homes.com offers real estate agents subscription memberships promoting the agent's listings and profile on our websites, as well as the ability for real estate agents and homeowners to promote a single listing. Domain and OnTheMarket are our primary brands in Australia and the U.K., respectively. Domain primarily provides agents premium listings for individual properties. OnTheMarket hosts agents' listings on a subscription basis. With the Zonda Acquisition, we provide data, analytics, and software solutions, primarily on a subscription basis, and offer marketplace advertising solutions for the residential construction industry, primarily on a transactional basis.

We expect Residential Real Estate's revenue growth rate for the year ending December 31, 2026 to accelerate compared to the revenue growth rate for the year ended December 31, 2025 due to a full year's benefit of the Domain Acquisition completed in August 2025, a partial year's benefit of the Zonda Acquisition completed in August 2026, and an increase in the number of Homes.com agent memberships.

1 unchanged paragraph

For the three months ended June September 30, 2026 and 2025, our annualized net new bookings of subscription-based services on all contracts were $69 $37 million and $93 $84 million , respectively. The decrease in net new bookings was primarily attributable to economic headwinds and slower-than-expected sales force growth within a competitive environment. Net new bookings is calculated based on the annualized amount of change in our sales bookings resulting from new subscription-based contracts, changes to existing subscription-based contracts, and cancellations of subscription-based contracts for the period reported. Net new bookings is calculated on all subscription-based contracts without regard to contract term. Net new bookings is considered an operating metric that is an indicator of future subscription revenue growth and is also used as a metric of sales force productivity by us and investors. However, information regarding net new bookings is not comparable to, nor should it be substituted for, an analysis of our revenue over time. Revenue from our subscription-based contracts was approximately 89% and 95% 92% of total revenue for the three months ended June September 30, 2026 and 2025, respectively. The decrease in our percentage of subscription-based revenue was primarily due to Domain, which sells premium listings for individual properties, as well as the transactional products and services sold by Matterport.

For each of the trailing 12 months ended June September 30, 2026 and 2025, our contract renewal rates rate for existing company-wide CoStar Group subscription-based services for contracts with a term of at least one year were was approximately 88% and 89%, respectively, and our cancellation rates rate for those services during the same periods were was approximately 12% and 11%, respectively. Contract renewal rates are calculated on all subscription-based contracts with a term of at least one year. Our contract renewal rate is a quantitative measurement that is typically closely correlated with our revenue results. As a result, we believe that the rate may be a reliable indicator of short-term and long-term performance absent extraordinary circumstances. Our trailing 12-month contract renewal rate may decline as a result of negative economic conditions, consolidations among our customers, reductions in customer spending, or decreases in our customer base. Revenue from our subscription-based contracts with a term of at least one year was approximately 73% 72% and 79% 75% of total revenue for the trailing 12 months ended June September 30, 2026 and 2025, respectively. The decrease in the percentage of revenue from our subscription-based contracts with a term of at least one year was primarily due to the Domain product products, which are sold as premium listings for individual properties, as well as the transactional products and services sold by Matterport.

In response to inflation risk and other macroeconomic concerns, each of the U.S. Federal Reserve and The Reserve Bank of Australia have raised target interest rates in 2026 and borrowing costs for property owners remain elevated. These factors have contributed to a slowdown in real estate markets with lower transaction volumes and higher inventory in both the U.S. and Australia. This slowdown has resulted in increased economic headwinds for our residential and multifamily customers in the U.S. and reduced transaction volumes in our Domain business in Australia year-over-year.

5 unchanged paragraphs

International expansion of LoopNet and CoStar. We launched our LoopNet branded advertising products in Spain and France and continue to expand our footprint of commercial listings in these markets. In addition, we launched CoStar in France and are continuing our plan to launch CoStar in Australia later this early next year.

1 unchanged paragraph

Continuing to expand our CoStar offerings with additional modules, including new data and enhanced analytics. We have launched CoStar Rent Benchmark, an AI-abstracted dataset built from 4 million actual leases and lease documents. This product allows users to make more confident decisions with real data rather than using less reliable asking rents or broker report information. We are developing launching CoStar Debt benchmarking. Solutions Benchmark. This feature will give lenders visibility to improve decisions across origination, portfolio risk, and compliance. We expect these enhancements will drive new subscribers and additional usage under one platform.

5 unchanged paragraphs

Adjusted EBITDA is different from EBITDA because we further adjust EBITDA for stock-based compensation expense; acquisition- and integration-related costs; restructuring and related costs, including certain advisory fees; and settlements and impairments incurred outside our ordinary course of business, including judgments and related recoveries thereon. Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue for the period.

1 unchanged paragraph

Adjusted Net Income represents our net income (loss) adjusted for stock-based compensation expense; acquisition- and integration-related costs, including gains or losses on equity investments acquired in prospective targets and related to deal-contingent financial instruments; restructuring costs; settlement and impairment costs incurred outside our ordinary course of business, including judgments and related, non-recurring interest and recoveries thereon; and amortization of acquired intangible assets and other related costs, and then subtracting an assumed provision for income taxes.

3 unchanged paragraphs

We view EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS as operating performance measures. We believe that the most directly comparable GAAP financial measure to EBITDA, Adjusted EBITDA, and Adjusted Net Income is net income (loss). We believe the most directly comparable GAAP financial measure to Adjusted

We view EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS as operating performance measures. We believe that the most directly comparable GAAP financial measure to EBITDA, Adjusted EBITDA, and Adjusted Net Income is net income (loss). We believe the most directly comparable GAAP financial measure to Adjusted EPS and Adjusted EBITDA margin are earnings per diluted share and net income (loss) divided by revenue, respectively. In calculating EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS, we exclude from net income (loss) the financial items that we believe should be separately identified to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions and the material limitations on the use of these non-GAAP financial measures as a result of these exclusions. EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as a measure of liquidity, as an alternative to net income (loss), or as an indicator of any other measure of performance derived in accordance with GAAP. Investors and potential investors in our securities should not rely on EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS as a substitute for any GAAP financial measure, including net income (loss) and earnings per diluted share. In addition, we urge investors and potential investors in our securities to carefully review the GAAP financial information included as part of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that are filed with the SEC, as well as our quarterly earnings releases, and compare the GAAP financial information with our EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS may be used by management to internally measure our operating and management performance and may be used by investors as supplemental financial measures to evaluate the performance of our business. We believe that these non-GAAP measures, when viewed with our GAAP results and accompanying reconciliations, provide additional information to investors that is useful to understand the factors and trends affecting our business without the impact of certain acquisition-related items. We have spent more than 35 years building our database of commercial real estate information and expanding our markets and services partially through acquisitions of complementary businesses. Due to these acquisitions, our net income (loss) has included significant charges for amortization of acquired intangible assets; depreciation and other amortization; acquisition- and integration-related costs, including gains or losses on equity investments acquired in prospective targets and related to deal-contingent financial instruments; interest income (expense); and restructuring and related costs, including certain advisory fees. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS exclude these charges and provide meaningful information about the operating performance of our business, apart from charges for amortization of acquired intangible assets; depreciation and other amortization; acquisition- and integration-related costs; restructuring and related costs, including certain advisory fees; and settlement and impairment costs incurred outside our ordinary course of business, including judgments and related, non-recurring interest and recoveries thereon. We believe the disclosure of non-GAAP measures can help investors meaningfully evaluate and compare our performance from quarter to quarter and from year to year without the impact of these items. We also believe the non-GAAP measures we disclose are measures of our ongoing operating performance because the isolation of non-cash charges, such as amortization and depreciation, and other items, such as interest income or expense, net; other expense or income, net; income taxes; stock-based compensation expenses, acquisition- and integration-related costs; interest income (expense); restructuring and related costs, including certain advisory fees; and settlement and impairment costs incurred outside our ordinary course of business, including judgments and related, non-recurring interest, and recoveries thereon, provides additional information about our cost structure, and, over time, helps track our operating progress. In addition, investors, securities analysts, and others have regularly relied on EBITDA and may rely on Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, or Adjusted EPS to provide a financial measure by which to compare our operating performance against that of other companies in our industry.

5 unchanged paragraphs

Income tax expense (benefit) may be useful for investors to consider because it generally represents the taxes that may be payable, or the benefit, for the period and the change in deferred income taxes during the period and may reduce the amount of funds otherwise available for use in our business. However, we do not consider the amount of income tax expense (benefit) to be a representative component of the day-to-day operating performance of our business.

5 unchanged paragraphs

The financial items that have been excluded from our net income (loss) to calculate Adjusted Net Income and Adjusted EPS are amortization of acquired intangible assets and other related costs; stock-based compensation; acquisition- and integration-related costs, including gains or losses on equity investments acquired in prospective targets and related to deal-contingent financial instruments; restructuring and related costs; and settlement and impairment costs incurred outside our ordinary course of business, including judgments. These items are the same as discussed above with respect to the calculation of Adjusted EBITDA together with the material limitations associated with using non-GAAP financial measures as compared to net income (loss). We further exclude non-recurring interest charges related to judgments and recoveries thereon from Adjusted Net Income and Adjusted EPS as this may be useful for investors to consider because these non-recurring interest charges generally represent costs associated with the settlement of litigation matters, including judgments. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure. In addition to these exclusions from net income (loss), we subtract an assumed provision for income taxes to calculate Adjusted Net Income. In both 2026 and 2025, we assume a 26.0% tax rate, which approximates our historical long-term statutory corporate tax rate, excluding the impact of discrete items.

2 unchanged paragraphs

The Three Months Ended June September 30, 2026 Compared to the Three Months Ended June September 30, 2025

The following table compares our selected condensed consolidated results of operations for the three months ended June September 30, 2026 and 2025 (in millions):

1 unchanged paragraph

CoStar $ 337 $ 310 $ 27 9 %

CoStar $ 344 $ 318 $ 26 8 %

Other Commercial Real Estate 59 64 (5) (8)

2 unchanged paragraphs

Total revenue 925 781 144 18

Cost of revenue 197 168 29 17

Gross profit 728 613 115 19

Software development 107 96 11 11

General and administrative 114 122 (8) (7)

Customer base amortization 36 27 9 33

Total operating expenses 652 640 12 2

Income (loss) from operations 76 (27) 103 NM

Interest income (expense), net (2) 33 (35) NM

Other income, net 16 (16) NM

Income before income taxes 74 22 52 236

Net income $ 55 $ 6 $ 49 817 %

higher amortization expense related to acquired technology and trade names from the Matterport and Domain Acquisitions, an increase in web hosting, data, and content costs of $9 million, primarily due to the Domain Acquisition, an increase in supplies and office services expense of $4 million, primarily due to Domain operations and field research operations for existing brands, an increase in personnel costs of $3 million, primarily due to incremental headcount added through the Domain Acquisition, an increase of $3 million due to higher Domain occupancy costs and bank and merchant fees, partially offset by a $2 million gain on the sale of the research plane and a $1 million decrease in professional service expense.

an increase of $26 million related to the Domain Acquisition, including $13 million of personnel and related costs, $11 million of marketing expenses and $2 million of indirect costs, offset by the following decreases in the remaining brands:

a decrease of $12 million in marketing expense for advertising of our brands, a decrease of $10 million in personnel and related costs, primarily due to lower sales commissions and lower stock-based compensation expense from accelerated compensation recognized for certain Matterport employees in the prior-year period, and a decrease of $4 million in professional services and recruiting costs.

an increase in personnel costs, primarily due to additional headcount from the Domain Acquisition, an increase in software and equipment costs of $3 million, primarily due to increased spending on AI software, and an increase in occupancy costs of $1 million, primarily due to the Domain Acquisition.

Other Income, Net. Other income, net decreased by $16 million. The decrease 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 $9 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.

Total revenue 952 834 118 14

Cost of revenue 211 172 39 23

Gross profit 741 662 79 12

Selling and marketing (excluding customer base amortization) 395 395 366 418 (52) (12)

Software development 109 106 3 3

General and administrative 138 157 (19) (12)

Customer base amortization 44 32 12 38

Total operating expenses 657 713 (56) (8)

Income (loss) from operations 84 (51) 135 NM

Interest income (expense), net (1) 26 (27) NM

Other income (expense), net 1 (21) 22 NM

Income (loss) before income taxes 84 (46) 130 NM

Income tax expense (benefit) 10 (15) 25 NM

Net income (loss) $ 74 $ (31) $ 105 NM

Revenue. Revenue increased by $144 $118 million, or 18%, 14%, to $925 $952 million, driven by the following:

Commercial Real Estate revenue increased by $35 $31 million, or 8%, 7%, to $481 $492 million due to:

an increase in CoStar revenue of $27 $26 million, or 9%, 8%, due to inflation-based price increases, an increase in subscribers, inflation-based price increases, and additional sales of STR Benchmarking, an increase in LoopNet revenue of $11 $10 million, or 14%, 13%, due to an increase in the number of listings and the Domain Acquisition completed in August 2025, partially offset by, a decrease in Other Commercial Real Estate revenue of $3 $5 million, or 5%, 8%, primarily due to fewer properties transacted on Ten-X.

Residential Real Estate revenue increased by $109 $87 million, or 33%, 23%, to $444 $460 million, primarily due to:

$70 $58 million of revenue from the Domain Acquisition completed in August 2025 and Zonda Acquisitions 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 $115 $79 million, or 19%, 12%, to $728 $741 million, and the gross profit margin increased decreased from 78% to 79% to 78%. The increase in gross profit was due to higher revenue, partially offset by, an increase in the cost of revenue. Cost of revenue increased by $29 $39 million, or 17%, 23%, to $197 $211 million and, as a percentage of revenue, decreased increased from 22% to 21% to 22%. The increase in cost of revenue included:

an increase in amortization expense related to acquired technology and trade names due to the Domain and Zonda Acquisitions, an increase in software and equipment costs of $7 million, primarily due to higher web hosting costs associated with our existing brands, an increase in personnel-related costs of $6 million, primarily due to incremental headcount added through the Domain and Zonda Acquisitions, an increase in depreciation expense of $4 million, primarily due to the Richmond, Virginia campus being placed in service during the second quarter of 2026, an increase in fulfillment costs of $3 million, primarily due to the digital twin capture equipment and services, an increase in credit card processing fees of $3 million, primarily due to higher transaction volumes resulting from increased revenue, and an increase in data and content costs of $2 million, primarily due to the Domain Acquisition.

Selling and Marketing (Excluding Customer Base Amortization) Expenses . Selling and marketing (excluding customer base amortization) expenses were consistent at $395 decreased by $52 million, or 12%, to $366 million and, as a percentage of revenue, decreased from 51% 50% to 43%. 38%. The change decrease included:

a decrease in marketing expense, primarily due to reduced marketing expenditures across our brands, a decrease in commission expense of $14 million, primarily due to lower sales force headcount and lower sales within our existing brands, a decrease in other personnel-related costs of $9 million, primarily due to accelerated stock-based compensation recognized for certain Matterport employees in the prior-year period, and a decrease in professional services, recruiting, and relocation expenses of $3 million due to transaction-related costs associated with the Matterport Acquisition in the prior-year period, partially offset by, an increase in depreciation expense of $3 million, primarily due to the Richmond, Virginia campus being placed in service during the second quarter of 2026, and an increase in occupancy costs of $3 million, primarily due to facilities associated with the Domain Acquisition.

Software Development Expenses . Software development expenses increased by $11 $3 million, or 11%, 3%, to $107 $109 million and, as a percentage of revenue, were consistent at 12%. decreased from 13% to 11%. The increase included:

an increase in software and equipment costs, primarily due to increased spending on AI-related software, and an increase in depreciation expense of $3 million, primarily due to the Richmond, Virginia campus being placed in service during the second quarter of 2026, partially offset by, a decrease in personnel-related costs of $2 million, primarily due to accelerated stock-based compensation recognized for certain Matterport employees in the prior-year period.

General and Administrative Expenses . General and administrative expenses decreased by $8 $19 million, or 7%, 12%, to $114 $138 million and, as a percentage of revenue, decreased from 16% 19% to 12%. 14%. The decrease included:

a gain from recoveries related to the Brown Judgment received during the quarter, a decrease of $8 million in personnel personnel-related costs, primarily due to accelerated stock-based compensation expense recognized for certain Matterport employees in the prior-year period, a decrease in acquisition-related costs of $7 million, due to the transaction costs of $10 million for certain executives, the Zonda Acquisition in the current period compared to $17 million of costs for the Domain Acquisition in the prior-year period and a recovery of $7 million related to the Brown Judgment, partially offset by, an increase impairment charge of $8 $10 million for an office lease assumed in the Domain Acquisition and subsequently vacated, an increase in professional services fees of $6 million, primarily due to higher legal-related legal expenses from defending our intellectual property, and operating costs associated with the Richmond, Virginia campus, and an increase in software and equipment costs of $6 $4 million, primarily due to the Domain Acquisition and increased investment investments in enterprise technology for supporting our existing brands.

Customer Base Amortization Expense . Customer base amortization expense increased by $9 $12 million, or 33%, 38%, to $36 $44 million, and, as a percentage of revenue, increased from 3% to 4% to 5%. The increase was primarily due to amortization of intangible assets recognized in connection with the Domain acquisition. and Zonda Acquisitions.

Interest Income (Expense), Net . Interest income (expense), net changed by $35 $27 million or 106%, to a net expense of $2 $1 million. The change was primarily due to a decrease in our cash and cash equivalents, as well as $9 a $4 million of increase in interest expense recognized during the current quarter related due to no capitalized interest associated with the Brown Judgment. Richmond, Virginia campus construction project.

Other Income (Expense), Net. Other income (expense), net improved by $22 million, from a net expense of $21 million to a net income of $1 million. The improvement was due to:

the non-recurrence of a realized loss in the prior-year period on the deal-contingent forward U.S. dollar to Australian dollar contracts entered into in conjunction with the Domain Acquisition, partially offset by, the non-recurrence of a net gain of $3 million in the prior-year period consisting of dividend income of $6 million, partially offset by $3 million fair value loss on previously held equity interests in Domain.

Income Tax Expense (Benefit) . Income tax expense increased (benefit) changed by $3 $25 million or 19%, from a tax benefit of $15 million to $19 an income tax expense of $10 million, and the effective tax rate was 26% 12% of income before income taxes for the three months ended June September 30, 2026, compared to 73% 33% of income loss before income taxes for the three months ended June September 30, 2025. The change in income tax expense was primarily due to higher income before taxes.

The Three Months Ended June September 30, 2025 Compared to the Three Months Ended June September 30, 2024

The following table compares our selected condensed consolidated results of operations for the three months ended June September 30, 2025 and 2024 (in millions):

1 unchanged paragraph

CoStar $ 310 $ 286 $ 24 8 %

CoStar $ 318 $ 290 $ 28 10 %

Other Commercial Real Estate 64 19 45 237

2 unchanged paragraphs

Total revenue 781 678 103 15

Cost of revenue 168 136 32 24

Gross profit 613 542 71 13

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

8 unchanged paragraphs

11 unchanged paragraphs

25 unchanged paragraphs

and 195 more changes in the filing

Market risk 4 changes

1 unchanged paragraph

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 nine months ended June September 30, 2026, approximately 15% and 14% of our revenue, respectively, was denominated in foreign currencies. For the three and six nine months ended June September 30, 2026, our revenue would have decreased by approximately $13 $14 million and $25 $40 million, respectively, if the U.S. dollar exchange rate used strengthened by 10%. For the three and six nine months ended June September 30, 2026, our revenue would have increased by approximately $13 $14 million and $25 $40 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 September 30, 2026, accumulated other comprehensive income included a gain from foreign currency translation adjustments of approximately $138 $159 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 September 30, 2026. As of June September 30, 2026, we had $1.3 billion $500 million 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 September 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 $7.5 billion of goodwill and intangible assets as of June September 30, 2026. As of June September 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.

Controls and procedures 1 change

1 unchanged paragraph

As of June September 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 September 30, 2026, and were operating at a reasonable assurance level.

2 unchanged paragraphs

Risk factors 7 changes

2 unchanged paragraphs

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.

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, and on August 21, 2026, we announced that we completed the acquisition of Zonda.

Until the completion of Following the Zonda acquisition, we will operate independently of Zonda. it is possible that the pendency of the Zonda Acquisition there could result in the be a 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, suppliers, and employees or to achieve the anticipated benefits of the Zonda Acquisition.

1 unchanged paragraph

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.

We may be unable to complete the acquisition of Vexcel or otherwise realize the benefits of the pending Vexcel Acquisition, which could have an adverse effect on us.

On October 26, 2026, we announced that we had entered into the Merger Agreement, to acquire Vexcel. Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, at the closing of the Merger, among other things, we will acquire all of the issued and outstanding capital stock of Vexcel in a cash transaction. The closing of the Vexcel 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 Vexcel 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 Merger 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 Vexcel Acquisition, we will operate independently of Vexcel. It is possible that the pendency of the Vexcel 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 Vexcel Acquisition. We have incurred, and we will continue to incur, transaction fees, including legal, regulatory, and other costs associated with closing the Vexcel 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 Vexcel 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 Vexcel. 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 Vexcel s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the Vexcel Acquisition and our business could be adversely affected.

Unregistered sales of stock 10 changes

The following table is a summary of our repurchases of common stock during each of the three months ended June September 30, 2026:

3 unchanged paragraphs

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

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program Programs (2)

July 1 through 31 1.0 $ 29.02 0.9 $ 885

August 1 through 31 0.9 $ 31.38 0.9 $ 858

September 1 through 30 0.9 $ 29.85 0.9 $ 832

Total 2.8 $ 30.06 2.7

1 unchanged paragraph

(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 September 30, 2026, the Company repurchased 2.4 2.7 million CoStar Group Shares for an aggregate cost with a market value of $83 $81 million. See Note 13 for further discussion regarding the Stock Repurchase Program and stock repurchase activity.

Other information 1 change

During the three months ended June September 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.