[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_100":101},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","yg111rb7lrnwhrdtnqksa78gk","revision",2,"title","CoStar Group提交截至2026年9月30日季度的10-Q：前九个月收入27.74亿美元，拟以7.30亿美元现金收购Vexcel","originalTitle","COSTAR GROUP, INC. (0001057352) (Filer)","summary","CoStar Group提交截至2026年9月30日季度的Form 10-Q；2026年前九个月收入为27.74亿美元，净利润为1.32亿美元，上年同期净亏损4,000万美元。公司称，2026年10月26日签署协议，拟以7.30亿美元现金收购Vexcel，交易仍须满足监管等待期及其他交割条件。前九个月公司回购约1,650万股，金额约6.68亿美元；截至9月30日回购计划尚余8.32亿美元额度。","reason","这份10-Q节选涵盖CoStar Group截至2026年9月30日的财务表现、现金变化、回购及待完成的Vexcel收购，并提示相关交易仍有交割条件。","source",{"_12":91,"_92":93,"_9":94,"_95":42,"_96":97,"_98":99},"links",{"_88":89,"_78":90},"publishedAt","2026-10-28T21:11:13.000Z","discoveredAt","2026-10-28T22:52:57.743Z","timelineAt","category","ai-products","tags",[84,85,86,87],"stockSymbols",[83],"score",60,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f-I4gXgMVivA",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","6dc67f59-d2ab-4fa6-b8c5-4eafb4b7ff3c","CoStar Group拟以7.30亿美元收购Vexcel",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表


☒	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


☐	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡期报告

过渡期：从 ______ 至 ______

委员会档案编号 0-24531

$\"csgp-logoa01a22.jpg\"$

CoStar Group, Inc.

（注册人章程中规定的确切名称）


特拉华州		52-2091509
（注册成立或组织所在州或其他司法管辖区）		（美国国税局雇主识别号）


1201 Wilson Blvd
阿灵顿	VA	22209

（主要行政办公室地址）(邮政编码)

(202) 346-6500

（注册人电话号码，包括区号）

根据该法第 12(b) 条注册的证券：


各类别证券名称	交易代码	上市交易所名称
普通股（每股面值 $0.01）	CSGP	纳斯达克全球精选市场

请勾选说明注册人是否 (1) 已在此前 12 个月（或注册人应提交此类报告的较短期间）内提交《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，且 (2) 在过去 90 天内一直受此类提交要求约束。是 x 否 o

请勾选说明注册人是否已通过电子方式提交根据 S-T 条例第 405 条（本章 §232.405）要求提交的所有交互式数据文件，提交期限为此前 12 个月（或注册人应提交此类文件的较短期间）。是 x 否 o

请勾选说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小报告公司还是新兴成长型公司。参见《交易法》第 12b-2 条中“大型加速申报公司”“加速申报公司”“较小报告公司”和“新兴成长型公司”的定义。


大型加速申报公司	x	加速申报公司	☐
非加速申报公司	☐	较小报告公司	☐
		新兴成长型公司	☐

如果是新兴成长型公司，请勾选说明注册人是否选择不采用《交易法》第 13(a) 条规定的延长过渡期，以遵守任何新的或修订后的财务会计准则。 o

请勾选说明注册人是否为空壳公司（定义见《交易法》第 12b-2 条）。是 ☐ 否 x

截至 2026 年 10 月 26 日，注册人已发行普通股数量为 402,337,328 股。

COSTAR GROUP, INC.

10-Q 表


		术语表	3

第一部分		财务信息

第 1 项。		财务报表	6

		简明合并经营报表	6

		简明合并综合收益表	7

		简明合并资产负债表	8

		简明合并股东权益变动表	9

		简明合并现金流量表	11

		简明合并财务报表附注	12

第 2 项		管理层对财务状况和经营成果的讨论与分析	42

第 3 项		有关市场风险的定量和定性披露	64

第 4 项		控制与程序	65

第二部分		其他信息

第 1 项		法律诉讼	66

第 1A 项		风险因素	66

第 2 项		未注册股权证券的销售及所得款项用途	67

第 3 项		高级证券违约	67

第 4 项		矿山安全披露	67

第 5 项		其他信息	67

第 6 项		附件	68

签名	69

术语表

以下是本季度 10-Q 表格报告（以下简称“报告”）中使用的缩写或简称及其定义：


缩写或简称		定义
2024 年信贷协议		公司于 2024 年 5 月 24 日签订的信贷协议
2025 年 10-K 表格		CoStar Group 于 2025 年 12 月 31 日结束年度的 10-K 表格年度报告，该报告于 2026 年 2 月 26 日向 SEC 提交
2025 年计划		CoStar Group, Inc. 2025 年股票激励计划，由董事会于 2025 年 4 月 28 日通过，并于 2025 年 6 月 26 日获股东批准
2026 年 ASR 协议		于 2026 年设立的加速股票回购计划
A$		澳大利亚元
AI		人工智能
AI 技术		人工智能和机器学习技术
AOMs		依据 Domain 代理商所有权模式运营的结构化股权实体，其作为战略合作工具，为住宅和商业房地产中介机构提供对 Domain 关联实体的经济权益，并通过利润分享而非传统佣金或返利，建立奖励长期参与和业绩表现的机制
ASC		会计准则汇编
ASU		会计准则更新
BEAT		税基侵蚀与反滥用最低税
董事会		CoStar Group 董事会
Brown 被告		Matterport、Gores Holdings VI, Inc.（现称 Matterport, LLC）、Maker Merger Sub Inc.、Maker Merger Sub II, LLC，以及时任 Matterport 董事 R.J. Pittman、David Gausebeck、Matt Bell、Peter Hebert、Jason Krikorian、Carlos Kokron 和 Michael Gustafson
Brown 判决		衡平法院判给原告 William J. Brown（Matterport 的前员工及股东）7900 万美元，另加判决前和判决后利息，作为 Matterport 最初拒绝发行可自由转让股份所造成损失的赔偿
衡平法院		特拉华州衡平法院
首席运营决策者		首席运营决策者
CoStar Group（亦称“公司”、“我们”或“我们的”）		法律实体 CoStar Group, Inc.（一家特拉华州公司）、其一家或多家合并子公司或运营分部，或 CoStar Group, Inc. 及其合并子公司的整体
CoStar Group 普通股		公司每股面值 0.01 美元的普通股
CRI		法律实体 CoStar Realty Information, Inc.，一家特拉华州公司，是 CoStar Group 的全资子公司，也是公司在美国的主要运营实体
Domain		Domain Holdings Australia Pty Limited（前称 Domain Holdings Australia Limited）及其销售的产品
Domain 收购		CoStar Group 根据《方案实施契据》于 2025 年 8 月 27 日完成对 Domain 的收购
Domain 收购提案		公司提出的无约束力指示性提案，拟通过安排计划收购 Domain 100% 的已发行股本，现金对价为每股 Domain 普通股 A$4.43
DSU		递延股票单位
EBITDA		扣除利息收入或支出净额、其他收入或支出净额、所得税、折旧及摊销前的净利润（亏损）
EPS		每股收益
ESPP		员工股票购买计划
EURIBOR		欧元银行间同业拆借利率
《交易法》		经修订的《1934 年证券交易法》


缩写或首字母缩略词		定义
FASB		财务会计准则委员会
FDII		境外衍生无形收入
GAAP		美国公认会计原则
GILTI		全球无形低税收入纳入额
Gores 交易		Gores 合并交易及其项下的《合并协议与计划》
Homes.com		我们的住宅产品旗舰品牌之一，也是住宅待售房源网站，为住宅房地产经纪人和经纪公司提供营销服务，并允许购房者查看住宅房源、研究社区以及联系房地产经纪人和经纪公司
H.R.1		一项根据 H. Con. Res. 14 第二编进行预算协调的法案，通常称为《One Big Beautiful Bill Act》，并于 2025 年 7 月 4 日签署成为法律
配比 RSU		根据公司管理层股票购买计划授予的配比限制性股票单位奖励
Matterport		法律实体 Matterport, LLC（前称 Matterport Inc.），一家特拉华州公司，也是技术平台提供商；该平台利用空间数据将实体建筑和空间转化为尺寸精准的数字图像
Matterport 收购		CoStar Group 根据 Matterport 合并协议，于 2025 年 2 月 28 日完成对 Matterport 的收购
Matterport 普通股		Matterport A 类普通股，每股面值 $0.0001
Matterport 合并协议		CoStar Group、Matterport、Matrix Merger Sub I LLC 和 Matrix Merger Sub II LLC 于 2024 年 4 月 21 日签订的合并与重组协议及计划
Matterport 合并换股比率		比率为 0.03552，由 Matterport 合并协议确定；当 CoStar Group 股票在 Nasdaq Global Select Market 上连续 20 个交易日的成交量加权平均价格低于对称式价格区间的下限价 $77.42 时，该比率设定为区间下限
MLS		多重房源服务
MSPP		管理层股票购买计划
NCI		非控股权益
OnTheMarket		法律实体 OnTheMarket Limited，onthemarket.com 的运营方，是一家英国住宅房地产门户网站
先前股票回购计划		董事会于 2025 年 2 月批准的股票回购计划，授权回购最多 $500 million 的 CoStar Group 股票
PRSAs		附带市场条件的绩效型限制性股票奖励
PRSUs		附带市场条件的绩效型限制性股票单位
ROU		使用权
RSAs		限制性股票奖励
RSUs		限制性股票单位
SaaS		软件即服务
SEC		美国证券交易委员会
《证券法》		经修订的 1933 年《证券法》
高级票据		CoStar Group 发行的票面利率为 2.800%、于 2030 年 7 月 15 日到期的票据
SOFR		担保隔夜融资利率
SONIA		英镑隔夜指数平均利率
股票回购计划		董事会于 2025 年 12 月批准的股票回购计划，授权回购最多 $1.5 billion 的 CoStar Group 股票
STR		公司用于酒店业绩基准评估并为酒店业提供市场洞察的品牌


缩写或首字母缩略词		定义
期限 SOFR		由 CME Group Benchmark Administration Limited 管理的前瞻性 SOFR 期限利率
转让限制		与 Gores 交易相关的某些转让限制
TSR		股东总回报率
英国		大不列颠及北爱尔兰联合王国
美国		美利坚合众国
Vexcel		Vexcel Group, Inc. 及其子公司，是领先的航空影像、地理空间数据和 AI 驱动的数字房产情报提供商
Vexcel 收购		CoStar Group 根据 Vexcel 合并协议拟进行的对 Vexcel 的收购
Vexcel 合并协议		CRI、Velocity Merger Sub, Inc.、Vexcel Group, Inc. 与 Fortis Advisors LLC（特拉华州有限责任公司，仅以股东代表身份行事）于2026年10月26日签订的合并协议和计划
可变利益实体		可变利益实体
Visual Lease		法律实体 Visual Lease, LLC，一家特拉华州有限责任公司，也是 Visual Lease 的运营方；Visual Lease 是一个用于综合租赁管理和租赁会计的 SaaS 平台
Visual Lease 收购		CoStar Group 根据 Visual Lease 合并协议于2024年11月1日完成对 Visual Lease 全部已发行股权的收购
Visual Lease 合并协议		CRI、Neptune Merger Sub、Visual Lease, LLC 与 Shareholder Representative Services LLC（作为持有人代表）于2024年10月18日签订的合并协议和计划。根据该协议，除其他事项外，在遵守其条款的前提下，Neptune Merger Sub 与 Visual Lease 合并，Visual Lease 在合并后存续并成为 CRI 的全资子公司
Zonda		Bora Inc. 及其子公司，是住宅建筑行业领先的数据、分析、软件和市场解决方案提供商
Zonda 收购		CoStar Group 根据 Zonda 协议于2026年8月21日完成对 Zonda 的收购；根据该协议，CRI 收购了 Zonda 的全部已发行股权
Zonda 协议		CRI 与 Bora, Inc. 和 Bora Holdings Group, L.P. 于2026年5月28日签订的股票购买协议

第一部分 — 财务信息

第1项财务报表

COSTAR GROUP, INC.

简明合并经营报表

（百万美元，每股数据除外）

（未经审计）


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
收入	$	952			$	834		$	2,774	$	2,347
收入成本	211			172			604		493
毛利	741			662			2,170		1,854

营业费用：
销售和营销（不包括客户群摊销）	366			418			1,182		1,182
软件开发	109			106			330		297
一般和行政	138			157			378		420
客户群摊销	44			32			117		76
	657			713			2,007		1,975
营业收入（亏损）	84			(51)			163		(121)
利息收入（费用），净额	(1)			26			7		97
其他收入（费用），净额	1			(21)			—		(7)
所得税前收入（亏损）	84			(46)			170		(31)
所得税费用（收益）	10			(15)			38		9
净收入（亏损）	$	74			$	(31)		$	132	$	(40)

每股收益 - 基本	$	0.18			$	(0.07)		$	0.32	$	(0.09)
每股收益 - 稀释	$	0.18			$	(0.07)		$	0.32	$	(0.09)

加权平均流通股数 - 基本	401.6			419.9			406.2		416.7
加权平均流通股数 - 稀释	401.9			419.9			406.7		416.7

见随附附注。

COSTAR GROUP, INC.

简明合并综合收益表

（百万美元）

（未经审计）


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
净收入（亏损）	$	74			$	(31)		$	132	$	(40)
其他综合收益，税后净额
外币折算调整	21			37			79		83
其他综合收益，税后净额	21			37			79		83
综合收益	$	95			$	6		$	211	$	43

见随附附注。

COSTAR GROUP, INC.

简明合并资产负债表

（百万美元）

（未经审计）


	2026年9月30日		2025年12月31日
资产
流动资产：
现金及现金等价物	$	500			$	1,633
受限现金	—			100
应收账款	316			263
减：信用损失准备	(36)			(29)
应收账款净额	280			234
应收所得税	26			18
预付费用及其他流动资产	140			134
流动资产总额	946			2,119

递延所得税净额	8			47
固定资产净额	1,456			1,323
租赁使用权资产	126			123
商誉	5,428			4,944
无形资产净额	2,062			1,771
递延佣金成本净额	188			184
押金及其他资产	51			27
资产总额	$	10,265			$	10,538
负债及股东权益
流动负债：
应付账款	$	56			$	42
应计工资及佣金	148			145
应计费用	199			203
诉讼准备金	—			99
租赁负债	32			28
递延收入	250			205
其他流动负债	31			24
流动负债总额	716			746

长期债务净额	994			993
递延所得税净额	335			238
应付所得税	30			27
租赁及其他长期负债	198			163
负债总额	2,273			2,167
归属于 CoStar Group 的股东权益	7,975			8,334
归属于非控股权益的权益	17			37
权益总额	7,992			8,371
负债及股东权益总额	$	10,265			$	10,538
参见附注。

COSTAR GROUP, INC.

简明合并股东权益变动表

（百万美元）

（未经审计）


	普通股	资本公积		库存股	累计其他综合收益		留存收益		归属于 CoStar Group 的股东权益		归属于 NCI 的权益	权益总额
	股数	金额
2025年12月31日余额	417.9		$	4		$	6,410			$	(510)		$	80		$	2,350		$	8,334	$	37	$	8,371
净利润	—		—		—			—			—		3		3			—		3
其他综合收益	—		—		—			—			51		—		51			—		51
非控股权益变动	—		—		—			—			—		—		—			1		1
行使股票期权	0.9		—		8			—			—		—		8			—		8
限制性股票授予归属	0.1		—		—			—			—		—		—			—		—
交回限制性股票授予	(0.6)		—		(20)			—			—		—		(20)			—		(20)
ESPP 和 MSPP	0.2		—		5			—			—		—		5			—		5
股份支付费用	—		—		41			—			—		—		41			—		41
根据股票回购计划回购股票	(11.4)		—		(3)			(506)			—		—		(509)			—		(509)
2026年3月31日余额	407.1		$	4		$	6,441			$	(1,016)		$	131		$	2,353		$	7,913	$	38	$	7,951
净利润	—		—		—			—			—		55		55			—		55
其他综合收益	—		—		—			—			7		—		7			—		7

收购 AOMs 的非控股权益	—		—		(1)			—			—		—		(1)			(25)		(26)

限制性股票授予归属	0.1		—		—			—			—		—		—			—		—
交回限制性股票授予	(0.1)		—		(1)			—			—		—		(1)			—		(1)
ESPP 和 MSPP	0.1		—		4			—			—		—		4			—		4
股份支付费用	—		—		38			—			—		—		38			—		38
根据股票回购计划回购股票	(2.4)		—		—			(83)			—		—		(83)			—		(83)
2026年6月30日余额	404.8		$	4		$	6,481			$	(1,099)		$	138		$	2,408		$	7,932	$	13	$	7,945
净利润	—		—		—			—			—		74		74			—		74
其他综合收益	—		—		—			—			21		—		21			—		21
非控股权益变动	—		—		—			—			—		—		—			4		4


交回限制性股票授予	(0.2)		—		(3)			—			—		—		(3)			—		(3)

股份支付费用	—		—		32			—			—		—		32			—		32
根据股票回购计划回购股票	(2.7)		—		—			(81)			—		—		(81)			—		(81)
2026年9月30日余额	401.9		$	4		$	6,510			$	(1,180)		$	159		$	2,482		$	7,975	$	17	$	7,992

参见附注。

COSTAR GROUP, INC.

简明合并股东权益变动表

（百万美元）

（未经审计）


	普通股	资本公积		库存股	累计其他综合损失（收益）		留存收益		归属于 CoStar Group 股东的权益		归属于非控股权益	权益总额
	股数	金额
截至 2024 年 12 月 31 日的余额	409.5		$	4		$	5,232			$	—		$	(26)		$	2,343		$	7,553	$	—	$	7,553
净亏损	—		—		—			—			—		(15)		(15)			—		(15)
其他综合收益	—		—		—			—			9		—		9			—		9
行使股票期权	0.1		—		1			—			—		—		1			—		1
授予限制性股票	2.3		—		—			—			—		—		—			—		—
交回限制性股票授予	(0.3)		—		(34)			—			—		—		(34)			—		(34)
ESPP 和 MSPP	0.1		—		5			—			—		—		5			—		5
股份支付薪酬费用	—		—		30			—			—		—		30			—		30
根据股票回购计划回购股票	(0.2)		—		—			(18)			—		—		(18)			—		(18)
为收购 Matterport 发行普通股	11.7		—		1,025			—			—		—		1,025			—		1,025
截至 2025 年 3 月 31 日的余额	423.2		$	4		$	6,259			$	(18)		$	(17)		$	2,328		$	8,556	$	—	$	8,556
净利润	—		—		—			—			—		6		6			—		6
其他综合收益	—		—		—			—			37		—		37			—		37
行使股票期权	0.4		—		4			—			—		—		4			—		4
授予限制性股票	0.3		—		—			—			—		—		—			—		—
交回限制性股票授予	(0.1)		—		(12)			—			—		—		(12)			—		(12)
ESPP 和 MSPP	0.1		—		4			—			—		—		4			—		4
股份支付薪酬费用	—		—		52			—			—		—		52			—		52
根据股票回购计划回购股票	(0.6)		—		—			(46)			—		—		(46)			—		(46)
截至 2025 年 6 月 30 日的余额	423.3		$	4		$	6,307			$	(64)		$	20		$	2,334		$	8,601	$	—	$	8,601
净亏损	—		—		—			—			—		(31)		(31)			—		(31)
收购 Domain	—		—		—			—			—		—		—			8		8
其他综合收益	—		—		—			—			37		—		37			—		37

行使股票期权	0.2		—		2			—			—		—		2			—		2
授予限制性股票	0.6		—		—			—			—		—		—			—		—
交回限制性股票授予	(0.1)		—		(17)			—			—		—		(17)			—		(17)
ESPP 和 MSPP	0.1		—		5			—			—		—		5			—		5
股份支付薪酬费用	—		—		70			—			—		—		70			—		70
根据股票回购计划回购股票	(0.6)		—		—			(51)			—		—		(51)			—		(51)
截至 2025 年 9 月 30 日的余额	423.5		$	4		$	6,367			$	(115)		$	57		$	2,303		$	8,616	$	8	$	8,624

请参阅随附附注。

COSTAR GROUP, INC.

简明合并现金流量表

（百万美元）

（未经审计）


	截至 9 月 30 日的九个月
	2026		2025
经营活动：
净利润（亏损）	$	132			$	(40)
将净利润（亏损）调节为经营活动提供的净现金的调整项目：
折旧和摊销	265			182
递延佣金成本摊销	93			110
非现金租赁费用	23			22
股份支付薪酬费用	112			153
递延所得税净额	40			6
信用损失费用	25			26
其他经营活动净额	12			(6)
经营资产和负债变动（扣除收购影响）：
应收账款	(53)			(32)
预付费用、其他流动资产及其他资产	(12)			(19)
递延佣金	(97)			(117)
应付账款及其他负债	(6)			11
诉讼应计费用	(99)			—
租赁负债	(4)			(24)
应付所得税净额	(6)			(21)
递延收入	30			17
经营活动提供的净现金	455			268

投资活动：
支付的收购款项（扣除取得的现金）	(789)			(2,347)
购置新园区的房地产、设备及其他资产	(134)			(246)
购买权益证券	—			(285)
购置房地产、设备及其他资产	(60)			(77)
出售及结算投资和其他资产所得款项	2			205
投资活动使用的净现金	(981)			(2,750)

融资活动：
回购股票	(668)			(115)
回购限制性股票以履行预扣税义务	(24)			(64)
行使股票期权及员工股票购买计划所得款项	18			20
购买非控股权益	(26)			—
其他融资活动净额	(6)			(3)
融资活动使用的净现金	(706)			(162)

外币汇率变动对现金、现金等价物及受限现金的影响	(1)			(2)
现金、现金等价物及受限现金净减少	(1,233)			(2,646)
期初现金、现金等价物及受限现金	1,733			4,681
期末现金、现金等价物及受限现金	$	500			$	2,035

现金流量补充披露：
已付利息	$	39			$	30
已付所得税（退税），净额	$	(3)			$	56

补充非现金投资和融资活动：
应计资本支出及非现金房东激励	$	75			$	81

请参阅随附附注。

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

1. 组织

CoStar Group 是一家领先的全球性企业，提供在线房地产市场、信息、分析及房地产市场中的 3D 数字孪生技术。公司创建并汇编了标准化的房地产信息、分析和在线市场平台，行业专业人士、房地产消费者及相关商业群体可在此持续互动并促成交易，高效获取和交换准确且标准化的房地产相关信息。公司的服务涵盖所有物业类型，包括办公、住宅、零售、工业、多户住宅、土地、混合用途和酒店业。公司通常通过基于订阅的协议向客户提供服务，这些协议一般会自动续订，最低期限为一年。公司设有两个运营分部：商业房地产和住宅房地产。

公司于2025 年 2 月收购了 Matterport，于 2025 年 8 月收购了 Domain，并于 2026 年 8 月收购了 Zonda。详情请参阅附注 4，了解这些收购的进一步讨论。

2. 重要会计政策概要

列报基础

简明合并财务报表包括 CoStar Group, Inc.、其全资子公司以及公司拥有控制性财务权益的实体的账目。所有公司间余额和交易均已在合并时抵销。各运营分部的会计政策保持一致。

合并原则

公司合并其通过多数股权或投票权控制的实体，以及公司作为主要受益人的可变利益实体（VIE）。当公司同时具备以下两项条件时，即被视为 VIE 的主要受益人：(a) 有权主导对 VIE 经济表现影响最大的活动；以及 (b) 有义务承担损失或有权获得可能对 VIE 具有重大影响的利益。

在确定公司是否为主要受益人时，会考虑其与 VIE 关系性质的各种因素，包括经济权益、投票权、任命或罢免董事的权力，以及批准关键决策的能力。此项分析还需评估 VIE 的设计，包括其资本结构、现金流和股份类别。

作为 Domain 收购的一部分，公司取得了 AOM 的所有权权益；AOM 被视为 VIE，公司是其主要受益人。Domain 推出 AOM，旨在通过让房地产经纪人分享 Domain 部分收益，激励他们增加对 Domain 深度产品的使用，以换取在 Domain 平台上投放优质、高价值广告。Domain 根据服务协议向 VIE 提供公司服务。此外，公司已向 VIE 出具支持函，承诺在 VIE 无法独立履行其负债时提供财务支持。

2026年6月，公司以约 A$38 million（$26 million）收购了若干合并 AOM 的全部未偿所有权权益，其账面价值为 A$37 million（$25 million）。这些交易按权益交易入账，对简明合并经营报表没有影响。支付对价的公允价值与相应非控股权益余额之间的差额确认为额外实收资本减少。

有关 Domain 收购的更多详情，请参阅附注 4。

中期财务报表

随附的公司未经审计简明合并财务报表按照 GAAP 中期财务信息编制。公司管理层认为，财务报表反映了所有必要调整，且这些调整仅属正常经常性调整，以公允列报公司截至2026年9月30日和2025年12月31日的财务状况、截至2026年和2025年9月30日止三个月和九个月的经营业绩、截至2026年和2025年9月30日止三个月和九个月的综合收益、截至2026年和2025年9月30日止三个月和九个月的股东权益变动，以及截至2026年和2025年9月30日止九个月的现金流量。

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

止2026年和2025年9月30日止三个月和九个月的经营业绩、截至2026年和2025年9月30日止三个月和九个月的综合收益、截至2026年和2025年9月30日止三个月和九个月的股东权益变动，以及截至2026年和2025年9月30日止九个月的现金流量。

本报告所列中期财务报表已删减或省略若干附注及其他信息。因此，这些财务报表应与公司的2025年 Form 10-K 一并阅读。

部分前期信息的重列

2025年第四季度，公司将其分部构成从按地理区域划分改为按产品组合划分。此项变更与 CODM 用于评估业绩和分配资源的内部报告方式一致。除非无法切实可行地重列，前期分部披露均已重列，以符合当前列报方式。这些变更主要影响附注 3 和 12。

前期信息的重列未影响简明合并资产负债表、简明合并经营报表或其他简明合并财务报表。

估计的使用

按照 GAAP 编制财务报表要求管理层作出估计和假设，这些估计和假设会影响财务报表及其附注中报告的金额。本公司持续评估其估计和假设，包括与收入确认；确定各项履约义务的单独售价；信用损失准备；长期资产和无形资产的使用寿命及可收回性；商誉减值评估；所得税；企业合并会计处理；股票薪酬；本公司的租赁增量借款利率和预期期限；以及或有事项等相关的估计和假设。本公司根据历史和预期结果、趋势以及其认为合理的各种其他假设（包括对未来事件的假设）作出这些估计。这些估计构成判断资产和负债账面价值以及已确认收入和费用的依据。实际结果可能与这些估计不同。

收入确认

在承诺的产品或服务的控制权转移给客户时确认收入，金额反映本公司预期因交换这些产品或服务而收取的对价。本公司的收入合同可能包含各种产品和服务组合，这些产品和服务通常能够明确区分，并作为单独的履约义务进行会计处理。收入按扣除退款和退货准备以及向客户收取并随后汇缴政府部门的任何税款后的净额确认。

产品和服务的性质

本公司的收入主要来自提供订阅服务，包括：(i) 在其在线平台上为专业物业管理公司、房产所有者、房地产经纪人和代理商、住宅建筑商及房东提供广告服务；以及 (ii) 提供其专有房地产信息数据库的访问权限，其中包括酒店业的基准分析和分析、住房市场数据和分析，以及面向贷款机构的分析。其他订阅服务包括：(i) 面向商业客户和房地产投资者的房地产及租赁管理解决方案；(ii) 支持自助式住宅看房的软件解决方案；以及 (iii) 访问其 AI 驱动的空间数据平台，以创建高保真、高精度的实体空间数字孪生。

订阅合同费率通常根据网站数量、用户数量、组织规模、客户的业务重点、地理位置、所报告或分析的物业数量、客户订阅的服务数量和类型、客户刊登广告的物业或住宅社区数量、托管的数字孪生数量、经纪人或代理人已完成的交易数量及平均交易金额，以及客户广告物业在搜索结果中的显著程度和展示位置确定。公司的订阅许可、广告套餐和会员协议通常会自动续订，且大多数协议期限至少为一年。截至2026年和2025年9月30日止三个月，订阅合同收入分别约占总收入的89%和92%；截至2026年和2025年9月30日止九个月，分别约占总收入的89%和94%。

CoStar Group, Inc.

简明合并财务报表附注（未经审计）

公司还通过交易型服务获得收入，包括：(i) 在其市场平台上为单个物业和住宅社区提供优质刊登服务，(ii) 提供数据采集服务以创建数字孪生，(iii) 销售 Matterport 摄像机和采集设备，(iv) Ten-X 拍卖，(v) 一次性销售住房市场数据、咨询服务、数字广告、房屋平面图、软件及相关服务，以及 (vi) 按需销售的辅助产品和服务。

公司通过以下步骤分析合同，以确定适当的收入确认方式：(i) 识别与客户签订的合同，(ii) 识别合同中可明确区分的履约义务，(iii) 确定合同交易价格，(iv) 将合同交易价格分摊至各项履约义务，以及 (v) 根据履约义务的履行时间确定收入确认方式。

公司在履行其履约义务时（即向客户转让承诺服务的控制权时），按其预期有权因提供这些服务而获得的对价金额确认收入。订阅服务收入在协议期限内按直线法确认。按交易方式销售的优质刊登服务收入，在预计广告有效期间内确认。咨询服务以及某些软件和相关服务的收入通常随着服务的提供而在一段时间内确认，采用衡量转移给客户价值的产出法。数字广告收入在交付时确认，房屋平面图收入在交付时确认。所有其他交易型服务的收入均在承诺的产品或服务交付时确认，具体如下表所示：


服务或产品	转让时点
Matterport 采集服务	数字孪生可供访问时
Matterport 摄像机	按客户合同规定，通常在发货时
Ten-X 拍卖	拍卖物业成功成交时
临时性产品或服务	交付给客户或可供客户使用时

Matterport 摄像机销售收入按扣除退货估算后的净额入账，因为买家有权自购买之日起 30 天内退货并获得全额退款。这些权利作为可变对价入账，并确认为收入的抵减项。

在有限情况下，公司与客户签订的合同包含转让多项商品和服务的承诺，例如其订阅式服务与专业服务或产品销售、数字孪生采集服务以及订阅式托管服务合同。对于这些合同，如果各项履约义务可明确区分，公司会分别核算，这涉及确定每项可明确区分的履约义务的单独售价。

合同余额及其他应收款

递延收入源于预先向客户开具账单的金额或在公司履行履约义务之前从客户处收到的现金，并在相关义务履行时确认为收入。

合同资产是指对已履行履约义务的对价享有的附条件权利；当条件满足时，该权利转为应收款。合同资产产生于合同约定的开票进度与收入确认时间不同的情形。

因取得客户合同而确认的资产

某些销售佣金被视为取得客户合同所产生的增量且可收回成本。为取得新合同而发生的销售佣金予以递延，随后在公司确定的三年受益期内作为销售和营销费用（不包括客户群摊销）摊销。受益期是根据多项因素确定的，包括所购服务所依据技术和专有数据的性质、客户合同续约率以及行业竞争情况。不属于取得合同增量成本的销售佣金，或原本将在一年或更短期间内摊销的销售佣金，无需资本化，并在发生时确认为费用。

关于公司收入确认的进一步讨论，请参见附注 3。

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

收入成本

收入成本主要包括研究人员的薪酬、福利、奖金、股票薪酬费用及其他间接成本；这些研究人员负责收集和分析房地产数据，这些数据构成公司房地产信息、分析和在线市场服务的基础；还包括支持这些产品的员工成本。此外，收入成本还包括所收购商标、技术及某些其他无形资产的摊销；产品托管成本；处理客户交易相关的信用卡及其他交易费用；第三方数据源的数据成本；采集服务成本；以及已售 Matterport 摄像机的成本。

外币折算

公司的报告货币为美元。其大多数业务的功能货币为当地货币，但某些国际地区的功能货币为英镑或美元。以外币计价的资产和负债按资产负债表日的汇率折算为美元。折算产生的收益和损失计入累计其他综合收益。因折算向境外子公司发放的、具有长期投资性质的公司间贷款而产生的汇兑收益和损失，也计入累计其他综合收益。以实体功能货币以外的货币计价的交易所产生的收益和损失，按期间内的平均汇率计入简明合并经营报表中的其他收入（费用）净额。截至2026年9月30日的三个月，公司确认外币净收益100万美元；截至2025年9月30日的三个月，公司未确认任何外币收益或损失。截至2026年9月30日的九个月，公司未确认任何外币收益或损失；截至2025年9月30日的九个月，公司确认外币净损失500万美元。

累计其他综合收益

累计其他综合收益的组成如下（单位：百万）：


	2026年9月30日		2025年12月31日
外币折算收益	$	159		$	80
累计其他综合收益总额	$	159		$	80

截至2026年和2025年9月30日的九个月，没有任何金额从累计其他综合收益重分类至简明合并经营报表。

所得税

递延所得税源于资产和负债的计税基础与公司简明合并财务报表中列报基础之间的暂时性差异。递延所得税负债和资产根据财务报表基础与资产和负债计税基础之间的差异确定，并采用公司预计差异转回年度有效的已颁布税率。若公司认为某项资产的部分或全部很可能无法实现，则对包括净经营亏损在内的资产计提估值备抵。与所得税事项相关的利息和罚款确认为所得税费用（收益）。

公司已选择采用当期成本法记录 GILTI。

2025年7月4日，新的联邦税收立法 H.R.1 获得通过。该立法修订了美国税法，其中包括与国内研发费用、恢复基于 EBITDA 的利息扣除限额、奖励折旧等相关的条款，以及国际税收条款，包括取消净视同有形收入回报、降低适用于 GILTI 和 FDII 的税率及应税收入计算额，以及永久提高 BEAT 税率。对于截至2026年9月30日的三个月和九个月，公司已评估该立法对其简明合并财务报表的影响，并已将影响其预测税率的项目纳入所计算的所得税费用。

有关公司所得税会计处理的进一步讨论，请参阅附注10。

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

每股收益

每股收益按净收益（亏损）除以期内基本及稀释加权平均流通普通股数计算。

下表列示了基本及稀释每股收益的计算（单位：百万美元，每股数据除外）：


	截至9月30日的三个月		截至9月30日的九个月
分子：	2026		2025		2026		2025

净收益（亏损）	$	74			$	(31)		$	132	$	(40)
分母：
基本每股收益分母 — 加权平均流通股数	401.6			419.9			406.2		416.7
稀释性证券的影响：
股票期权、RSA 和 RSU	0.3			—			0.5		—
稀释每股收益分母 — 加权平均流通股数	401.9			419.9			406.7		416.7

基本每股收益	$	0.18			$	(0.07)		$	0.32	$	(0.09)
稀释每股收益	$	0.18			$	(0.07)		$	0.32	$	(0.09)

公司的潜在稀释性证券包括未行使的股票期权和未归属的股票奖励，包括根据 MSPP 授予的 RSA、RSU 和 Matching RSU。截至期末，基于尚未达到的业绩条件和市场条件归属的未归属 RSA 和 RSU 所对应的股份，不计入基本或稀释每股收益的计算。稀释每股收益考虑潜在稀释性证券的影响，但纳入这些证券会产生反稀释效果时除外。

下表汇总了未归属的业绩型 RSA 和 RSU 所对应的股份，以及从基本和稀释每股收益计算中剔除的反稀释证券（单位：百万股）：


	截至9月30日的三个月	截至9月30日的九个月
	2026	2025		2026	2025
业绩型 RSA 和 RSU	1.7		1.4		1.7	1.4
反稀释证券	6.2		0.8		5.4	1.8

库存股

根据公司此前的股票回购计划和股票回购计划回购的股份，在交易结算时记为库存股，并作为股东权益的减项列示。回购股份产生的直接成本包括估算的消费税、交易费及其他成本，并计入归属于 CoStar Group 的股东权益中的库存股总成本。回购股份产生的直接成本不会减少公司股票回购计划剩余的授权额度。

股份薪酬

公司以向高管、员工和董事提供的服务换取所发行的权益工具，采用基于公允价值的方法进行会计处理，并在简明合并经营报表中将此类权益工具的公允价值确认为费用。

对于在特定服务期内归属的股票奖励，薪酬费用按奖励在授予日的公允价值计量，并在奖励服务期内按直线法确认，扣除

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

估计的没收率。对于归属取决于同时满足业绩条件和市场条件的权益工具，股份薪酬费用在奖励服务期内确认，并根据每个报告期末对相关业绩条件预计达成情况进行计量。如果公司对业绩条件达成情况的初始估计发生变化，相关股份薪酬费用可能会根据这些估计在各期间波动。如果未满足业绩条件，则不确认股份薪酬费用，并冲回此前确认的任何股份薪酬费用。对于同时设有业绩条件和市场条件的奖励，公司在授予日使用蒙特卡洛模拟模型估算每项授予权益工具的公允价值。该定价模型通过多次模拟评估市场条件达成的概率，以计算奖励的公允价值，其中纳入公司股票近期市场价格及波动率。当确定所有股份奖励的授予日公允价值时，公司会考虑其是否掌握任何重大非公开信息，该信息一经披露是否会对股价产生重大影响；如果会，公司还会考虑是否应调整用于确定奖励公允价值的可观察股价或预期波动率假设。

公司简明合并经营报表中包含的、与股权激励计划下发行的股票期权、RSA 和 RSU、ESPP 下的股票购买，以及 MSPP 下授予的 DSU 和配对 RSU 相关的股份薪酬费用如下（单位：百万）：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
收入成本	$	4			$	6		$	17	$	16
销售和营销（不包括客户群摊销）	5			13			15		26
软件开发	10			14			32		34
一般和行政	13			38			48		77
股份薪酬费用总额	$	32			$	71		$	112	$	153

损失或有事项及诉讼费用

公司可能因各种或有事项（包括某些法律诉讼）而遭受损失。估计此类或有事项可能造成的损失概率及金额（如有）需要作出重大判断。当负债很可能已经发生或资产很可能已减值，且损失金额能够合理估计时，公司将计提准备金。在对或有事项的解决进行会计处理时，可能需要作出重大判断，以估计解决期间计入运营的、与解决前期间相关的金额，以及与未来期间相关的金额。如果只能确定估计损失的范围，公司会在该范围内记录其判断最可能的结果；如果范围内没有任何估计值比其他金额更准确，公司会记录范围的下限。任何此类准备金均会在适当期间计入费用。

交易附条件外币远期合约

2025年5月9日，公司签订了交易附条件外币远期合约，以管理与Domain收购相关的澳元计价购买价格上涨风险。交易附条件外币远期合约的名义本金总额为A$2.4 十亿（$1.5 十亿）。这些衍生工具作为经济套期保值而订立，不符合套期会计的条件。合约于2025年8月22日结算。截至2025年9月30日的三个月和九个月内，公司分别确认了与这些合约相关的$23 百万和$10 百万损失。该等损失计入简明合并经营报表中的其他收入（费用）净额。

有关公司收购事项的进一步讨论，请参阅附注4。

现金、现金等价物及受限现金

公司将购买时原始到期日为三个月或以内的所有高流动性投资视为现金等价物。受限现金包括存入第三方承保

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

账户、作为诉讼保证金抵押品的现金；该账户于2026年6月随着Brown判决的解决而清算。有关公司诉讼的进一步讨论，请参阅附注11。

现金、现金等价物及受限现金计入简明合并资产负债表和简明合并现金流量表中的以下项目（单位：百万）：


	2026年9月30日		2025年12月31日
现金及现金等价物	$	500			$	1,633
受限现金	—			100
现金、现金等价物及受限现金总额	$	500			$	1,733

信用损失准备

公司为贸易应收款和合同资产计提信用损失准备金，以涵盖客户未能按合同付款所产生的当前预期信用损失。公司根据历史信息以及可能影响客户付款能力的当前状况，估算贸易应收款和合同资产整个存续期内的预期信用损失。尽管公司采用多种信用质量指标，但主要通过审查对逾期贸易应收款的催收持续时间以及历史核销趋势来监控可收回性。根据公司的经验，客户的逾期状态是反映相关贸易应收款信用质量的最有力指标。公司政策是在贸易应收款被认定为无法收回时予以核销。

下表列示了贸易应收款信用损失准备金的变动情况（单位：百万）：


	截至9月30日的九个月
	2026		2025
期初余额	$	29			$	23
本期预期信用损失准备	25			26
从准备金中扣除的核销额	(18)			(19)
期末余额	$	36			$	30

存货

存货主要包括制成品、组件和原材料。组件通常从合同制造商处采购。存货按成本与可变现净值孰低计价。成本采用标准成本法确定，该方法以先进先出为基础，且近似于实际成本。公司评估存货价值，并根据对未来需求和市场状况的估计，以及受损或其他减值商品的情况，定期调整过剩和陈旧存货的价值。

Matterport 摄像机及配件存货构成如下（单位：百万）：


	2026年9月30日		2025年12月31日
制成品	$	14			$	4
外购零部件和原材料	6			2
存货总额	$	20			$	6

租赁

在安排开始时，公司会确定该安排是否包含租赁，以及（如适用）租赁的分类；届时，公司还会计量并确认使用权（ROU）资产（代表公司使用相关资产的权利）和租赁负债（代表公司根据安排条款支付租赁款项的义务）。对于与公司租赁相关的使用权资产和租赁负债的确认，公司选择采用实务简便方法，不确认短期租赁的使用权资产或租赁负债；短期租赁是指租期为一年或更短的租赁。租赁期限定义为不可撤销租赁期，加上公司合理确定将行使的续租选择权所涵盖的任何期间。

COSTAR GROUP, INC.

简明合并财务报表附注（未经审计）

在确定用于计量使用权（ROU）资产和租赁负债的租赁付款额时，公司已选择采用实务简便方法，对所有类别的标的资产均不将非租赁组成部分与租赁组成部分分开。用于计量使用权（ROU）资产和租赁负债的租赁付款额通常包括固定付款额和基于指数或利率的可变付款额，并扣除租赁激励。租赁开始时，初始使用权（ROU）资产还包括任何租赁预付款。使用权（ROU）资产和负债按租赁开始日租赁期内租赁付款额的现值确认。公司租赁的内含利率通常无法确定。因此，公司使用增量借款利率确定租赁付款额的现值。确定公司的增量借款利率需要作出判断，该利率在租赁开始时确定，并在租赁安排发生修改时重新评估。

与公司经营租赁相关的租赁成本通常在租赁期内按直线法确认为单项租赁成本。

有关公司租赁会计处理的进一步讨论，请参见附注 6。

财产和设备，净额

财产和设备净额按成本列示，扣除累计折旧和摊销。所有维修和保养成本均在发生时计入费用。在建工程包括公司园区建设和改良支出，并按成本列示。折旧和摊销按直线法在资产的预计使用年限内计提。公司在建设阶段将利息成本资本化。资本化利息计入相关资产成本，并在该资产的预计使用年限内摊销。

Construction of the Richmond, Virginia campus was substantially completed and the building was operational in June 2026 in advance of the grand opening in July 2026. As of September 30, 2026, estimated costs incurred by asset category were as follows (in millions), including $31 million of interest capitalized over the course of construction:


	Estimated Useful Life (in years)	Amount
Buildings	39	$	649
Building improvements	15	159
Furniture and office equipment	5-10	33
Total		$	841

Long-Lived Assets, Intangible Assets, and Goodwill

Long-lived assets, such as property and equipment, purchased intangibles, and lease ROU assets are subject to depreciation or amortization and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

During the three months ended September 30, 2026, the Company recognized impairment charges of $8 million for lease right-of-use assets and $2 million for property and equipment, net for an office lease assumed in the Domain Acquisition and subsequently vacated. These impairment charges represent the amounts by which the carrying values of the asset groups exceeded their estimated fair values and were recorded as general and administrative expenses in the Company’s condensed consolidated statements of operations.

Acquired technology and data, customer base assets, trade names, and other intangible assets are related to the Company’s acquisitions. The Company removes fully amortized intangible assets from the cost and accumulated amortization amounts disclosed.

Goodwill is tested for impairment at least annually, on October 1, or more frequently if an event or other circumstance indicates that the fair value of a reporting unit may be below its carrying amount. The Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or elect to bypass the qualitative assessment. If it is determined that it is more likely than not that the fair value of a reporting unit

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

is less than its carrying value, or the Company elects to bypass the qualitative assessment, the Company then performs a quantitative assessment by determining the fair value of each reporting unit. The estimate of the fair value of each reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates, including the discount rate, growth rate, and future financial performance. Assumptions about the discount rate are based on a weighted-average cost of capital for comparable companies. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company’s forecasts, business plans, economic projections, and anticipated future cash flows. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

See Notes 4, 7, and 8 for further discussion of the Company's acquisitions, goodwill, and intangible assets, respectively.

Leasing Operations and Other Income (Expense), Net

In February 2024, the Company closed on the purchase of an office tower and the land on which it rests in Arlington, Virginia. In January 2025, the Company relocated its headquarters from Washington, D.C. to Arlington, VA, initially occupying approximately 30% of the building. The Company continues to build out further space in this building to support anticipated growth and expansion of its operations in the coming years. Maintenance, physical facilities, leasing, property management, and other key responsibilities related to property ownership are outsourced to professional real-estate managers. The office tower measures approximately 550,000 rentable square feet.

The Company records the third-party rental activity from this building's operations and leases, including building depreciation and operating expenses for space occupied by tenants, as other income (expense), net in the condensed consolidated statements of operations.

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


Balance	Balance Sheet Caption	September 30, 2026		December 31, 2025
Current portion	Other current liabilities	$	6			$	6
Non-current portion	Lease and other long-term liabilities	31			35
Total deferred lease income		$	37			$	41

Lease income includes base rent each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the noncancelable term of the lease, which includes the effects of periodic step-ups in rent and rent abatements under the lease. When a renewal option is included within the lease, the Company assesses whether the option is reasonably certain of being exercised against relevant economic factors to determine whether the option period should be included as part of the lease term. Further, lease income includes tenant reimbursement amounts for the recovery of the operating expenses and real estate taxes. Tenant reimbursements, which vary each period, are non-lease components that are not the predominant activity within the contract. The Company has elected the practical expedient that allows it to combine certain lease and non-lease components of operating leases. Non-lease components are recognized together with fixed base rent in “lease income” as variable lease income in the same period as the related expenses are incurred. For the three and nine months ended September 30, 2026 and 2025, variable lease income was not material. Components of other income (expense), net related to leasing operations for the three and nine months ended September 30, 2026 and 2025 were as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Lease income(1)	$	3			$	4		$	10	$	13
Less:
Property operating expenses	2			2			4		4
Depreciation and amortization expense	2			2			7		14
Other expense from leasing operations	$	(1)			$	—		$	(1)	$	(5)
__________________________
(1) Includes $1 million of amortization expense of above-market leases for both the three months ended September 30, 2026 and 2025, and $4 million and $3 million for the nine months ended September 30, 2026 and 2025, respectively.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Building depreciation and operating expenses for space occupied by the Company are allocated among cost of revenue, selling and marketing (excluding customer base amortization), software development, and general and administrative expenses in the condensed consolidated statements of operations based on the headcount of the respective departments occupying the building. As of September 30, 2026, the Company occupied approximately 60% of the property with the remainder leased or available to be leased to third parties.

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. The Company made a policy election to classify deferred issuance costs on the revolving credit facility as a long-term asset on its condensed consolidated balance sheets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument.

See Note 9 for further discussion of the Company's accounting for its outstanding debt, revolving credit facility, and related issuance costs.

Business Combinations

The Company includes the results of operations of the businesses that it acquires from the date of acquisition. The Company generally allocates the purchase consideration to the tangible assets acquired and liabilities assumed and intangible assets acquired based on their estimated fair values on the date of the acquisition. The purchase price is generally determined based on the fair value of the assets transferred, liabilities assumed, and equity interests issued, after considering any transactions that are separate from the business combination. The excess of the fair value of purchase consideration, the fair value of any NCI in the acquiree, and the fair value of any previous equity interest in the acquiree over the fair values of these identifiable assets and liabilities is recorded as goodwill. In a business combination achieved in stages, the Company remeasures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss, if any, in results of operations. The Company applies significant assumptions, estimates, and judgments in determining the fair value of assets acquired and liabilities assumed on the acquisition date, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology, acquired trade names, useful lives, royalty rates, and discount rates. Estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any adjustments to provisional amounts that are identified during the measurement period, not to exceed one year from the date of acquisition, are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

The Company has elected the practical expedient provided under ASC 805, Business Combinations, which allows for contract assets and liabilities acquired or assumed in an acquisition to be measured in accordance with the accounting framework for revenue from contracts with customers as if the Company had originated the acquired contract. This is an exception to the general requirement to measure assets acquired and liabilities assumed at their fair value on the acquisition date.

For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax-related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been assumed at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in the Company's estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company adopted ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets effective January 1, 2026. This ASU provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Under the expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The Company adopted the ASU effective January 1, 2026 on a prospective basis and elected the practical expedient for the calculation of current expected credit losses. The adoption did not result in a material impact on the Company's condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments differ from current GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company's 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

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

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.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenue

Revenue by operating segment and type of service consists of the following (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Commercial Real Estate
CoStar	$	344			$	318		$	1,012	$	933
LoopNet	89			79			261		228
Other Commercial Real Estate	59			64			172		155
Total Commercial Real Estate	492			461			1,445		1,316
Residential Real Estate	460			373			1,329		1,031
Total revenue	$	952			$	834		$	2,774	$	2,347

The Company has recast certain prior period disclosures to align with the way it internally manages the business. See Note 2 for additional information.

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

Deferred Revenue

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


Balance	Balance Sheet Caption	September 30, 2026		December 31, 2025
Current portion	Deferred revenue	$	250			$	205
Non-current portion	Lease and other long-term liabilities	1			1
Total deferred revenue		$	251			$	206

Changes in deferred revenue for the period were as follows (in millions):


Balance at December 31, 2025	$	206
Revenue recognized in the current period from the amounts in the beginning balance	(181)
New deferrals, net of amounts recognized in the current period(1)	226
Balance at September 30, 2026	$	251
__________________________
(1) This balance includes $15 million of new deferrals from the Zonda Acquisition completed in 2026. See Note 4 for further discussion of acquisitions.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Contract Assets

Contract assets are generated when contractual billing schedules differ from revenue recognition timing and represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. Contract assets as of September 30, 2026 and December 31, 2025 were as follows (in millions):


Balance	Balance Sheet Caption	September 30, 2026		December 31, 2025
Current portion	Prepaid expenses and other current assets	$	4			$	7
Non-current portion	Deposits and other assets	4			3
Total contract assets		$	8			$	10

Unsatisfied Performance Obligations

Remaining contract consideration for which revenue had not been recognized due to unsatisfied performance obligations was approximately $600 million at September 30, 2026, which the Company expects to recognize over the next five years. This amount does not include contract consideration for contracts with a duration of one year or less.

Commissions

Commissions expense is included in selling and marketing (excluding customer base amortization) expense in the Company's condensed consolidated statements of operations. Commissions expense activity for the three and nine months ended September 30, 2026 and 2025 was as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Commissions incurred	$	49			$	60		$	152	$	169
Commissions capitalized in the current period	(30)			(37)			(97)		(115)
Amortization of deferred commissions costs	33			43			93		110
Total commissions expense	$	52			$	66		$	148	$	164

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

4. ACQUISITIONS

Zonda

In August 2026, the Company completed the Zonda 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 Acquisition allows the Company to expand its presence across the residential real estate ecosystem, extending the Company's proprietary data, analytics, software, and marketplace capabilities into new home construction, one of 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):

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


	Amount
Cash	$	558
Settlement of existing debt	172
Settlement of existing preferred equity	85
	$	815

The following table summarizes the acquired assets and assumed liabilities recorded at their fair value as of the closing date of the Zonda Acquisition (in millions):


	Preliminary: August 21, 2026
Cash and cash equivalents	$	26
Accounts receivable	17
Intangible assets	458
Accrued expenses	(14)
Deferred revenue	(15)
Deferred tax liability	(88)
Other assets and (liabilities), net	1
Fair value of identifiable net assets acquired	385

Fair value of NCI in Zonda’s partially-owned subsidiaries	(4)
Goodwill	434
	$	815

Generally, the net assets of Zonda were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were primarily based on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. The key assumptions used in the valuation include discount rates, projected revenue growth rates, customer attrition rates, and profit margins.

The purchase price allocation is preliminary and subject to change during the measurement period as additional information is obtained about the facts and circumstances that existed at closing, primarily related to certain tax matters, contingencies, and noncontrolling interest. Any material adjustments to provisional amounts identified during the measurement period will be recognized and disclosed in the reporting period in which the adjustment amounts are determined.

The following table summarizes the fair values (in millions) of the identifiable intangible assets acquired in the Zonda Acquisition included in the Residential Real Estate segment, their related estimated useful lives (in years), and their respective amortization methods:


	Estimated Fair Value		Estimated Useful Life		Amortization Method
Customer relationships	$	405			10-20		Accelerated
Trade names	31			15		Straight-line
Database	16			4		Straight-line
Software	6			3-4		Straight-line
Total intangible assets	$	458

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Zonda Acquisition includes, but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining Zonda's operations with the Company's operations and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $434 million of goodwill recorded as part of the acquisition is associated with the Residential Real Estate segment, none of which is expected to be deductible for income tax purposes. Acquisition-related costs for the Zonda Acquisition were $10 million and $14 million for the three and nine months ended September 30, 2026, respectively, and consisted primarily of advisory, legal, accounting, and other professional service costs. These costs were included within general and administrative expenses on the condensed consolidated statements of operations.

Domain

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 arrangement. 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, less a one-time special dividend of A$0.088 per share declared and paid by Domain prior to closing. The Domain Acquisition positions the Company to leverage Domain's portfolio of property brands in Australia and CoStar's technology, scale, and innovation to improve customer experience, value, and access to CoStar's brands and product offerings.

As of the closing of the Domain Acquisition, the fair value of the Company's 17% investment was approximately A$465 million ($300 million), measured based on the fair value implied by the consideration transferred. The acquisition was completed as a step-acquisition.

The total purchase consideration for the Domain Acquisition was $1.6 billion, which consisted of the following (in millions):


	Amount
Cash	$	1,472
Settlement of existing debt	139
Fair value of cash settled equity awards related to pre-combination services	1
Total purchase consideration	1,612
Fair value of previously held equity interests	300
	$	1,912

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair value as of the closing date of the Domain Acquisition (in millions):


	Final: August 27, 2025
Cash and cash equivalents	$	15
Accounts receivable	35
Intangible assets	931
Accrued expenses	(27)
Deferred revenue	(14)
Deferred tax liability	(231)
Other assets and (liabilities), net	(2)
Fair value of identifiable net assets acquired	707

Fair value of NCI in Domain’s partially-owned subsidiaries	(39)
Goodwill	1,244
	$	1,912

Generally, the net assets of Domain were recorded at their estimated fair values upon initial consolidation. In valuing the acquired assets, assumed liabilities, and NCI, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. The key assumptions used in the valuation include discount rates, royalty rates, projected revenue growth rates, customer attrition rates, and profit margins.

The following table summarizes the fair values (in millions) of the identifiable intangible assets acquired in the Domain Acquisition, their related estimated useful lives (in years), and their respective amortization methods:


	Estimated Fair Value		Estimated Useful Life		Amortization Method
Customer relationships	$	625			20		Accelerated
Brand and trade names	190			5-15		Straight-line
Software	116			2-5		Straight-line
Total intangible assets	$	931

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Domain Acquisition includes, but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining Domain's operations with the Company's operations and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. Of the $1.2 billion of goodwill recorded as part of the Domain Acquisition, $994 million was allocated to the Residential Real Estate segment and $250 million to the Commercial Real Estate segment, of which none is expected to be deductible for income tax purposes. Acquisition-related costs associated with the Domain Acquisition were $20 million for the nine months ended September 30, 2025 and consisted primarily of advisory, legal, accounting, and other professional service costs. These costs were included within general and administrative expenses on the condensed consolidated statements of operations.

Matterport

On February 28, 2025, the Company completed the Matterport Acquisition. Matterport is a leader in the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing, and managing buildings, spaces, and places online. Matterport’s platform, composed of innovative software, spatial data-driven data science, and 3D capture technology, has broken down the barriers that have kept the largest asset class in the world, buildings and

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

physical spaces, offline and underutilized for so long. The Company is integrating Matterport's 3D digital twin technology with its information service products and online marketplaces to allow buyers, sellers, and renters to explore properties with greater depth and insight.

Pursuant to the terms and conditions of the Matterport Merger Agreement, the Company acquired Matterport, with each share of Matterport Common Stock outstanding immediately prior to the closing of the Matterport Acquisition exchanged for (i) 0.03552 of a CoStar Group Share, the Matterport Merger Exchange Ratio, and (ii) $2.75 in cash, with fractional shares of CoStar Group Shares paid in cash.

As part of the Matterport Acquisition, the Company issued certain rollover equity awards to the employees of Matterport, which included approximately 2.3 million shares of restricted stock units and approximately 1.8 million stock option awards. The total fair value of the rollover equity awards was $273 million, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as stock-based compensation.

The total purchase consideration for the Matterport Acquisition was $1.9 billion, which consisted of the following (in millions):


	Amount
Cash	$	902
CoStar Group Shares (11.7 million shares)	881
Fair value of rollover awards	144
Total	$	1,927

The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair value as of the closing date of the Matterport Acquisition (in millions):


	Final: February 28, 2025
Cash and cash equivalents	$	55
Restricted cash	97
Accounts receivable	13
Available for sale investments	204
Deferred tax assets, net of valuation allowance	69
Intangible assets	527
Deferred revenue	(32)
Litigation accrual	(99)
Other assets and (liabilities), net	(12)
Fair value of identifiable net assets acquired	$	822

Goodwill	1,105
	$	1,927

Generally, the net assets of Matterport were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. The key assumptions used in the valuation include discount rates, royalty rates, projected revenue growth rates, customer attrition rates, and profit margins.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the fair values (in millions) of the identifiable intangible assets acquired in the Matterport Acquisition, their related estimated useful lives (in years), and their respective amortization methods:


	Estimated Fair Value		Estimated Useful Life		Amortization Method
Developed technology	$	295			9		Straight-line
Customer relationships	140			5		Accelerated
Trade names	92			15		Straight-line
Total intangible assets	$	527

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Matterport Acquisition includes, but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining Matterport's operations with the Company's operations and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $1.1 billion of goodwill recorded as part of the Matterport Acquisition was associated with the Company's North America operating segment prior to the reallocation described in Note 2, of which none is expected to be deductible for income tax purposes. Acquisition-related costs associated with the Matterport Acquisition were $18 million during the nine months ended September 30, 2025, and consisted primarily of advisory, legal, accounting, and other professional service costs. These costs were included within general and administrative expenses on the condensed consolidated statements of operations.

Pro Forma Financial Information (unaudited)

The unaudited pro forma financial information presented below reflects the condensed consolidated results of operations of the Company assuming the Zonda Acquisition had taken place on January 1, 2025 and the Domain and Matterport Acquisitions had taken place on January 1, 2024. The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates listed above.

The unaudited pro forma financial information, in the aggregate, was as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025	2026		2025
Revenue	$	975		$	919		$	2,887	$	2,679
Net income (loss)	$	83		$	(11)		$	129	$	(109)

The material pro forma adjustments primarily consist of incremental amortization expense based on the preliminary fair value of the intangible assets acquired, increased compensation expense relating to the issuance of certain equity plans in connection with the acquisitions, accounting policy alignment adjustments, and the income tax impact of the aforementioned pro forma adjustments.

The impact of the Matterport Acquisition on the Company's revenue was $44 million and $104 million for the three and nine months ended September 30, 2025, respectively. The impact of the Matterport Acquisition on the Company's net income (loss) in the condensed consolidated statements of operations was a loss of $47 million and $98 million for the three and nine months ended September 30, 2025, respectively.

The impact of the Domain Acquisition on the Company's revenue was $25 million for each of the three and nine months ended September 30, 2025. The impact of the Domain Acquisition on the Company's net income (loss) in the condensed consolidated statements of operations was a loss of $4 million for each of the three and nine months ended September 30, 2025.

The impact of the Zonda Acquisition on the Company's revenue was $19 million for each of the three and nine months ended September 30, 2025. The impact of the Zonda Acquisition on the Company's net income in the condensed consolidated statements of operations was a loss of $12 million for each of the three and nine months ended September 30, 2025.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5. INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company categorizes assets and liabilities recorded or disclosed at fair value on the condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 - Unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Available-for-Sale Debt Securities

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 first quarter of 2025.

Other Financial Instruments

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 September 30, 2026 and December 31, 2025. The estimated fair value 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 September 30, 2026 and December 31, 2025.

6. LEASES

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.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Lease costs related to the Company's operating and finance leases included in the condensed consolidated statements of operations were as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
Operating lease costs:	2026		2025		2026		2025

Cost of revenue	$	3			$	3		$	8	$	8
Selling and marketing (excluding customer base amortization)	6			4			16		11
Software development	1			2			5		5
General and administrative	1			1			4		4
Total operating lease costs	11			10			33		28
Finance lease costs:
Amortization of ROU assets	—			1			2		3
Interest on lease liabilities	—			—			—		1
Total finance lease costs	—			1			2		4
Total lease costs	$	11			$	11		$	35	$	32

Finance lease costs primarily relate to vehicles used by the Company's research teams, and the amortization of the ROU assets is recorded to cost of revenue in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2026 and 2025, the impact of lease costs related to short-term leases was not material.

Supplemental balance sheet information related to operating leases was as follows (in millions):


Balance	Balance Sheet Location	September 30, 2026		December 31, 2025
Operating lease liabilities		$	195		$	161
Less: imputed interest		25		21
Present value of lease liabilities		170		140
Less: current portion of lease liabilities	Lease liabilities	26		23
Long-term lease liabilities	Lease and other long-term liabilities	$	144		$	117

Weighted-average remaining lease term in years		5		5
Weighted-average discount rate		4.7	%		4.7	%
ROU assets	Lease right-of-use assets	$	126		$	123

Finance lease liabilities		$	8		$	12
Less: imputed interest		—		1
Present value of lease liabilities		8		11
Less: current portion of lease liabilities	Lease liabilities	6		5
Long-term lease liabilities	Lease and other long-term liabilities	$	2		$	6

Weighted-average remaining lease term in years		2		2
Weighted-average discount rate		6.0	%		6.3	%
ROU assets	Property and equipment, net	$	12		$	13

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Supplemental cash flow information related to leases was as follows (in millions):


	Nine Months Ended September 30,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	9		$	27
Operating cash flows used in finance leases	$	—		$	1
Financing cash flows used in finance leases	$	4		$	3

ROU assets obtained in exchange for new lease obligations:
Operating leases	$	34		$	27
Finance leases	$	1		$	1

7. GOODWILL

The changes in the carrying amount of goodwill by operating segment consist of the following (in millions):


	Commercial Real Estate		Residential Real Estate		Total
Goodwill, December 31, 2025	$	1,955			$	2,989		$	4,944
Acquisitions, including measurement period adjustments	—			434			434
Effect of foreign currency translation	7			43			50
Goodwill, September 30, 2026	$	1,962			$	3,466		$	5,428

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

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

8. INTANGIBLE ASSETS

Intangible assets consist of the following (in millions, except amortization period data):


	September 30, 2026		December 31, 2025		Weighted- Average Amortization Period (in years)
Acquired technology and data	$	497			$	471		8
Accumulated amortization	(107)			(55)
Acquired technology and data, net	390			416

Acquired customer base	1,712			1,330			16
Accumulated amortization	(471)			(403)
Acquired customer base, net	1,241			927

Acquired trade names and other intangible assets	558			524			14
Accumulated amortization	(171)			(146)
Acquired trade names and other intangible assets, net	387			378

Acquired above-market leases	41			42			9
Accumulated amortization	(16)			(14)
Acquired above-market leases, net	25			28

Acquired in-place leases	31			31			9
Accumulated amortization	(12)			(9)
Acquired in-place leases, net	19			22

Intangible assets, net	$	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 nine months ended September 30, 2026 and 2025, the Company did not recognize any impairment losses on intangible assets.

9. LONG-TERM DEBT

The table below presents the components of outstanding debt (in millions):


	September 30, 2026		December 31, 2025
2.800% Senior Notes due July 15, 2030	$	1,000			$	1,000
Senior Notes unamortized discount and issuance costs	(6)			(7)
Long-term debt, net	$	994			$	993

Senior Notes

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

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 September 30, 2026.

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 September 30, 2026, the Company was in compliance with the covenants in the 2024 Credit Agreement. As of September 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 September 30, 2026 and December 31, 2025, respectively. These amounts are included in deposits and other assets on the Company's condensed consolidated balance sheets.

The Company recognized interest expense as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Interest on outstanding borrowings	$	7			$	7		$	21	$	21
Amortization of Senior Notes discount and issuance costs	1			—			2		2
Interest capitalized for construction in process	—			(4)			(10)		(10)
Commitment fees and other	1			1			12		2
Total interest expense	$	9			$	4		$	25	$	15

10. INCOME TAXES

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The income tax provision reflects an effective tax rate of approximately 12% and 33% for the three months ended September 30, 2026 and 2025, respectively, and 22% and (29)% for the nine months ended September 30, 2026 and 2025, respectively. The change in the effective tax rate for the three and nine months ended September 30, 2026 was primarily due to income in the U.K. in 2026 compared to losses in 2025 that were subject to a full valuation allowance.

11. COMMITMENTS AND CONTINGENCIES

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


Year Ending December 31,	Operating lease obligations		Finance lease obligations		Long-term debt principal payments		Long-term debt interest payments
Remainder of 2026	$	5			$	2		$	—	$	—
2027	45			5			—		28
2028	45			1			—		28
2029	37			—			—		28
2030	32			—			1,000		28
Thereafter	31			—			—		—
Total	$	195			$	8		$	1,000	$	112

The Company leases office facilities under various non-cancelable operating leases, as well as data centers and vehicles under finance lease arrangements. The leases contain various renewal options.

See Note 6 for further discussion of the Company's lease commitments.

Litigation

Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its business. The Company monitors developments in these legal matters and records a provision for probable losses at management's best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount within a probable range is recorded. While it is reasonably possible that an unfavorable outcome may occur as a result of one or more of the Company’s current legal matters, at this time, management has concluded that the resolutions of these matters are not expected to have a material effect on the Company's condensed consolidated financial position, future results of operations, or liquidity. Legal defense costs are expensed as incurred.

Matterport-Related Matters

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.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Since the Brown Judgment in May 2024, several lawsuits have been filed alleging similar claims: on July 19, 2024 by Damien Leostic and William Schmitt; on August 16, 2024 by Greg Coombe; on September 19, 2024 by Build Legacy LLC, Build the Future Trust under agreement dated November 16, 2023, Penchant Capital LLC, Penchant Trust, and iRobot Corporation. On September 16, 2024, Kimberly Burdi-Dumas, a former Matterport employee, filed a putative class action complaint on behalf of all persons or entities who were stockholders of Matterport as of July 21, 2021, and who, pursuant to the Gores Transaction, were thereafter issued and held Matterport shares that were improperly restricted from being sold until January 18, 2022. On November 26, 2024, Schmitt amended his complaint to bring a class action on behalf of former members of Matterport who did not receive their shares immediately following the closing of the Gores Transaction. On December 6, 2024, the Burdi-Dumas complaint was amended to include a second plaintiff, Janet Day, and additional claims. These cases have now been consolidated and coordinated into a single action, with discovery and briefing on the proposed class action.

As of September 30, 2026, there were no amounts accrued for these matters. Further, the range of reasonably possible losses cannot be reasonably estimated.

12. SEGMENT REPORTING

Segment Information

The Company manages its business by product portfolios in two operating segments and two reportable segments, with the primary areas of measurement and decision-making being Commercial Real Estate and Residential Real Estate. Segment reporting is aligned with the internal reporting used by the CODM, which is the Company’s Chief Executive Officer. The CODM relies on a 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. EBITDA and Adjusted EBITDA are used by management internally to measure operating and management performance and to evaluate the business. The CODM does not review any information regarding total assets by operating segment.

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 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.

The Company has recast certain prior period disclosures to align with its reportable segments. See Note 2 for additional information.

Summarized EBITDA and Adjusted EBITDA information by operating segment consists of the following (in millions):

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


	Three Months Ended September 30,
	2026		2025
	Commercial Real Estate		Residential Real Estate		Total		Commercial Real Estate	Residential Real Estate		Total
Revenue(1)	$	492			$	460		$	952		$	461		$	373	$	834
Less:
Personnel	216			166			382		240		191		431
Marketing	18			171			189		19		200		219
General and administrative(2)	95			107			202		88		83		171
EBITDA	$	163			$	16		$	179		$	114		$	(101)	$	13
Stock-based compensation expense(3)	21			11			32		60		11		71
Acquisition and integration related costs	2			13			15		10		20		30
Restructuring and related costs	—			—			—		—		—		—
Settlements and impairments	(6)			9			3		(1)		1		—
Adjusted EBITDA	$	180			$	49		$	229		$	183		$	(69)	$	114
__________________________
(1) See Note 3 for details of revenue disaggregated by segment.
(2) Excludes personnel costs.
(3) Represents a significant non-cash item included in the personnel costs above.


	Nine Months Ended September 30,
	2026		2025
	Commercial Real Estate		Residential Real Estate		Total		Commercial Real Estate	Residential Real Estate		Total
Revenue(1)	$	1,445			$	1,329		$	2,774		$	1,316		$	1,031	$	2,347
Less:
Personnel	666			511			1,177		650		505		1,155
Marketing	57			579			636		56		600		656
General and administrative(2)	270			274			544		275		220		495
EBITDA	$	452			$	(35)		$	417		$	335		$	(294)	$	41
Stock-based compensation expense(3)	76			36			112		123		30		153
Acquisition and integration related costs	6			21			27		32		24		56
Restructuring and related costs	2			2			4		4		2		6
Settlements and impairments	(23)			8			(15)		1		8		9
Adjusted EBITDA	$	513			$	32		$	545		$	495		$	(230)	$	265
__________________________
(1) See Note 3 for details of revenue disaggregated by segment.
(2) Excludes personnel costs.
(3) Represents a significant non-cash item included in the personnel costs above.

The reconciliation of Adjusted EBITDA and EBITDA to income (loss) before income taxes consists of the following (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Adjusted EBITDA	$	229			$	114		$	545	$	265
Stock-based compensation expense	(32)			(71)			(112)		(153)
Acquisition and integration related costs	(15)			(30)			(27)		(56)
Restructuring and related costs	—			—			(4)		(6)
Settlements and impairments	(3)			—			15		(9)
EBITDA	$	179			$	13		$	417	$	41
Amortization of acquired intangible assets in cost of revenue	(29)			(19)			(83)		(47)
Amortization of acquired intangible assets in operating expenses	(44)			(32)			(117)		(76)
Depreciation and other amortization	(22)			(13)			(54)		(39)
Interest income (expense), net	(1)			26			7		97
Other income (expense), net(1)	1			(21)			—		(7)
Income (loss) before income taxes	$	84			$	(46)		$	170	$	(31)
__________________________
(1) Includes $3 million and $4 million of depreciation and amortization expense including above-market lease amortization associated with lessor activities for the three months ended September 30, 2026 and 2025, respectively, and $11 million and $17 million for the nine months ended September 30, 2026 and 2025, respectively.

13. STOCKHOLDERS' EQUITY

Prior Stock Repurchase Program

In February 2025, the Board of Directors approved the Prior Stock Repurchase Program that authorized the repurchase of up to $500 million of CoStar Group Shares.

During the nine months ended September 30, 2025, the Company repurchased 1.4 million CoStar Group Shares with a market value of $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 with a market value of $500 million during 2025.

New 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 repurchases in compliance with Rule 10b-18 under the Exchange Act or through a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. Repurchases may be made from time to time at management's discretion, and the timing and amount of any such repurchases will be determined based on share price, market conditions, legal requirements, and other relevant factors. The program has no time limit and can be discontinued at any time at the Company’s discretion.

On February 27, 2026, the Company entered into the 2026 ASR Agreement with a financial institution counterparty to repurchase $500 million of its outstanding common stock. The Company repurchased 11.2 million CoStar Group Shares during the term of the 2026 ASR Agreement based on the volume-weighted average price, net of discount, of $44.27 per share over the duration of the program, which was completed in March 2026.

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

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

repurchases, the Company incurred direct costs included in treasury stock of $2 million during the nine months ended September 30, 2026.

As of September 30, 2026, $832 million remains available for repurchases under the Stock Repurchase Program.

Preferred Stock

The Company has 2.0 million shares of preferred stock, $0.01 par value, authorized for issuance. The Board of Directors may issue the preferred stock from time to time as shares of one or more classes or series.

Common Stock

The Company has 1.2 billion CoStar Group Shares authorized for issuance. Dividends may be declared and paid on the common stock, subject in all cases to the rights and preferences of the holders of preferred stock and authorization by the Board of Directors. In the event of liquidation or winding up of the Company and after the payment of all preferential amounts required to be paid to the holders of any series of preferred stock, any remaining funds shall be distributed among the holders of the issued and outstanding common stock.

14. EMPLOYEE BENEFIT PLANS

Stock Incentive Plans

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 7.4 million shares were available for future grant under the 2025 Plan as of September 30, 2026.

At September 30, 2026, there was approximately $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 of two years. See Note 2 for further discussion of stock-based compensation expense.

Stock Options

Option activity was as follows:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Life (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	3,203,725		$	38.32		4	$	102
Granted	—		$	—
Exercised	(911,534)		$	9.27			$	50
Canceled or expired	(18,940)		$	69.15
Outstanding at September 30, 2026	2,273,251		$	49.71		3	$	6
Exercisable at September 30, 2026	2,096,883		$	47.21		3	$	6

The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded:

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


	Nine Months Ended September 30, 2025
Pricing Model	Black-Scholes
Dividend yield	0	%
Expected volatility	35.0	%
Risk-free interest rate	4.3	%
Expected life (in years)	5
Weighted-average grant date fair value	$	30.05

RSAs and RSUs

The Company grants RSAs and RSUs to certain executive officers, directors, and employees of the Company which vest over a specific service period. Certain grants for executive officers include performance conditions based on the achievement of operating goals over a three-year performance period. The number of shares ultimately vested under these PRSAs and PRSUs grants is determined based on a market condition measured by the Company's relative TSR compared to the S&P 500 Index over the same three-year period. The number of shares earned may be adjusted based on a TSR payout percentage, which ranges between 80% and 120% for PRSAs and between 50% and 250% for PRSUs. The vesting of RSAs and RSUs is subject to continuing employment requirements.

As of September 30, 2026, the Company determined that it was probable that at least the minimum performance goals associated with PRSAs and PRSUs granted would be met. As of September 30, 2026, the Company expects to record aggregate stock-based compensation expense of approximately $10 million for performance-based RSAs over the remainder of 2026 and in 2027 and 2028. As of September 30, 2026, the Company expects to record aggregate stock-based compensation expense of approximately $15 million for performance-based RSUs over the remainder of 2026 and in 2027, 2028, and 2029.

The following table presents unvested RSAs activity for the nine months ended September 30, 2026:


	RSAs	PRSAs
	Number of Shares	Weighted-Average Grant Date Fair Value per Share		Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested restricted stock awards at December 31, 2025	3,643,210		$	78.32		996,000	$	84.93
Granted	68,364		$	30.93		—	$	—
Vested	(1,179,945)		$	76.16		(69,364)	$	81.58
Canceled	(258,237)		$	79.38		(221,276)	$	82.43
Unvested restricted stock awards at September 30, 2026	2,273,392		$	78.04		705,360	$	86.05

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents unvested RSUs activity for the nine months ended September 30, 2026:


	RSUs	PRSUs
	Number of Units	Weighted-Average Grant Date Fair Value per Share		Number of Units	Weighted-Average Grant Date Fair Value per Share
Unvested restricted stock units at December 31, 2025	714,920		$	76.09		—	$	—
Granted	2,435,055		$	43.13		694,759	$	40.10
Vested	(252,283)		$	75.48		—	$	—
Canceled	(263,933)		$	61.63		(86,365)	$	41.02
Unvested restricted stock units at September 30, 2026	2,633,759		$	47.13		608,394	$	39.97

The assumptions used to estimate the fair value of PRSAs and PRSUs granted were as follows:


	Nine Months Ended September 30,
	2026		2025
Pricing Model	Monte-Carlo simulation		Monte-Carlo simulation
Dividend yield	0	%		0	%
Expected volatility	33.0	%		31.0	%
Risk-free interest rate	3.4	%		4.2	%
Expected life (in years)	3		3
Weighted-average grant date fair value	$	30.19		$	85.29

15. SUBSEQUENT EVENTS

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.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements,” including statements about our beliefs and expectations. There are many risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. Potential factors that could cause actual results to differ materially from those discussed in any forward-looking statements include, but are not limited to, those stated under the heading “Cautionary Statement Concerning Forward-Looking Statements” at the end of this Item 2, “Risk Factors” in Item 1A of Part I of our 2025 Form 10-K, as well as those described from time to time in our filings with the SEC.

All forward-looking statements are based on information available to us on the date of this filing, and we assume no obligation to update such statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. The following discussion should be read in conjunction with our 2025 Form 10-K, our subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, other filings with the SEC, and the condensed consolidated financial statements and related notes included in this Report.

Overview

CoStar Group is a leading global provider of online real estate marketplaces, information, analytics, and 3D digital twin technology in the property markets, based on the numbers of unique visitors and site visits per month; providing more information, analytics, and marketing services than many of our competitors; offering the most comprehensive commercial real estate database available; and having the largest commercial real estate research department in the industry. We have created and compiled a standardized platform of real estate information, analytics, and online marketplaces where industry professionals, consumers of commercial and residential real estate, including apartments, and the related business communities, can continuously interact and facilitate transactions by efficiently accessing and exchanging accurate and standardized real estate-related information. Our service offerings span all property types, including office, retail, industrial, multifamily, residential, land, mixed-use, and hospitality.

Our services are primarily derived from a database of building-specific, 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, (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.

Services

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 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:

Commercial Real Estate

CoStar

CoStar is our subscription-based integrated platform for commercial real estate intelligence, which includes information about commercial real estate properties, properties for sale, comparable sales, tenants, space available for lease, industry professionals and their business relationships, industry news, and market status. CoStar also provides benchmarking for the hospitality industry under the STR brand, lease analytical capabilities, and risk management and other debt solutions for lenders. We also offer SaaS for lease management under the CoStar Real Estate Manager and Visual Lease brands.

LoopNet

Our LoopNet Network of commercial real estate websites offers online marketplaces across the U.S., Europe, and the U.K. that enable commercial property owners, landlords, and real estate agents to advertise properties for sale or for lease. Commercial real estate agents, buyers, and tenants use the LoopNet Network of online marketplaces to search for available property listings that meet their criteria. With the Domain Acquisition, we also offer commercial real estate listings in Australia.

Other Commercial Real Estate

Other Commercial Real Estate includes revenue from the Matterport Acquisition, BizBuySell Network, and Ten-X's online auctions for commercial real estate. Matterport primarily provides hosting services for its 3D digital twins on a subscription basis. Matterport also provides capture services of spatial data and other add-on services to existing subscription customers and sells 3D capture cameras and accessories. Our BizBuySell Network provides online marketplaces for businesses and franchises for sale.

We expect Commercial Real Estate's revenue growth rate for the year ending December 31, 2026 to moderate compared to the revenue growth rate for the year ended December 31, 2025 primarily due to the nonrecurring benefit realized in 2025 from the Matterport Acquisition.

Residential Real Estate

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.

Subscription-based Services

For the three months ended September 30, 2026 and 2025, our annualized net new bookings of subscription-based services on all contracts were $37 million and $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 92% of total revenue for the three months ended 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 the trailing 12 months ended September 30, 2026 and 2025, our contract renewal rate for existing company-wide CoStar Group subscription-based services for contracts with a term of at least one year was approximately 88% and 89%, respectively, and our cancellation rate for those services during the same periods 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 72% and 75% of total revenue for the trailing 12 months ended 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 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.

During the fourth quarter of 2025, we changed the composition of our segments from geography-based to product portfolio-based. This change aligns with the internal reporting used by the CODM for assessing performance and allocating resources. See Notes 2, 3, and 12 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report for additional information on the segment change.

Development, Investments, and Expansion

We plan to continue to invest in our business and our services, evaluate strategic growth opportunities, and pursue our key priorities as described below. We are committed to supporting, improving, and enhancing our real estate information, analytics, and online marketplaces solutions, including expanding and improving our offerings for our client base and site users, including property owners, property managers, buyers, commercial tenants, and residential renters and buyers. We expect to continue our software development efforts to improve existing services, introduce new services, integrate and cross-sell services, integrate recently completed acquisitions, and expand and develop supporting technologies for our research, sales, and marketing organizations. We may reevaluate our priorities as economic conditions continue to evolve.

Our key priorities for the remainder of 2026 currently include:

•Enhancement of our residential products and platforms. Leveraging rentals marketing and lead generation across platforms, in particular, Apartments.com and Homes.com. Scaling Homes.com through new product releases including depth advertising. Continuing to develop new and improved tools for residential agents and brokers to help amplify their reach.

•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 early next year.

•Launching additional AI-enabled features across our products. We plan to extend the revolutionary capability of Homes Ai and Apartments Ai across the Company’s portfolio of leading platforms, including CoStar and LoopNet, ushering in a new era of intelligent, conversational real estate discovery. Our AI capabilities draw from property data, Matterport 3D digital twin technology, images, proprietary school data, neighborhood insights, and market intelligence.

•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 launching CoStar Debt 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.

•Leveraging technology and AI capabilities in our internal processes. We are using advanced technology, including AI, to improve data collection, data generation, and data quality. AI is driving research efficiencies, improving data quality, and increasing the pace of product development. Proprietary data, an integrated delivery platform, and bespoke research processes underpin our product solutions.

We intend to continue to assess the need for additional investments in our business in order to develop and distribute new services and functionality within our current platform or expand the reach of, or otherwise improve, our current service offerings. Any future product development or expansion of services, combination and coordination of services, or elimination of services or corporate expansion, development, or restructuring efforts could reduce our profitability and increase our capital expenditures. Any new investments, changes to our service offerings, or other unforeseen events could cause us to experience reduced revenue or generate losses and negative cash flow from operations in the future. Any development efforts must comply with our credit facility, which contains restrictive covenants that restrict our operations and use of our cash flow and may prevent us from taking certain actions that we believe could increase our profitability or otherwise enhance our business.

Non-GAAP Financial Measures

We prepare and publicly release quarterly unaudited financial statements prepared in accordance with GAAP. We also disclose and discuss certain non-GAAP financial measures in our public releases, investor conference calls, and filings with the SEC. The non-GAAP financial measures that we may disclose include EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted EPS.

EBITDA is our net income (loss) before interest income or expense, net; other expense or income, net; income taxes; depreciation; and amortization.

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.

We typically disclose EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin on a consolidated and on an operating segment basis in our earnings releases, investor conference calls, and filings with the SEC.

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.

Adjusted EPS represents Adjusted Net Income divided by the number of diluted shares outstanding for the period used in the calculation of GAAP earnings per diluted share. For periods with GAAP net losses and Adjusted Net Income, the weighted average outstanding shares used to calculate Adjusted EPS includes potentially dilutive securities that were excluded from the calculation of GAAP earnings per share as the effect was anti-dilutive.

We disclose Adjusted EPS and Adjusted Net Income on a consolidated basis in our earnings releases, investor conference calls, and filings with the SEC.

The non-GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our investors meaningfully evaluate and compare our results of operations to our previously reported results of operations or to those of other companies in our industry.

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.

Set forth below are descriptions of financial items that have been excluded from net income (loss) to calculate EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to net income (loss):

•Amortization of acquired intangible assets in cost of revenue may be useful for investors to consider because it represents the diminishing value of any acquired trade names and other intangible assets and the use of our acquired technology, which is one of the sources of information for our database of commercial real estate information. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•Amortization of acquired intangible assets in operating expenses may be useful for investors to consider because it represents the estimated attrition of our acquired customer base. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•Depreciation and other amortization may be useful for investors to consider because they generally represent the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•The amount of interest income or expense, net and other expense or income, net we generate and incur may be useful for investors to consider and may result in current cash inflows and outflows. However, we do not consider the amount

of interest income or expense, net and other expense or income, net to be a representative component of the day-to-day operating performance of our business.

•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.

Set forth below are descriptions of additional financial items that have been excluded from EBITDA to calculate Adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to net income (loss):

•Stock-based compensation expense may be useful for investors to consider because it represents a portion of the compensation of our employees and executives. Determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expenses recorded may bear little resemblance to the actual value realized upon the future exercise or termination of the related stock-based awards. Therefore, we believe it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business.

•The amount of acquisition- and integration-related costs incurred may be useful for investors to consider because such costs generally represent professional service fees and direct expenses related to acquisitions. Because we do not acquire businesses on a predictable cycle, we do not consider the amount of acquisition- and integration-related costs to be a representative component of the day-to-day operating performance of our business.

•The amount of settlement and impairment costs incurred outside of our ordinary course of business, including judgments, may be useful for investors to consider because they generally represent gains or losses from the settlement of litigation matters, including judgments, charges related to terminations of contracts, or impairments of acquired intangible assets or other long-lived assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•The amount of restructuring and related costs, including certain advisory costs, incurred may be useful for investors to consider because they generally represent costs incurred in connection with changes to the structure of our operations, governance, offices and related properties, and suppliers or employees used to deliver services and include costs to terminate contracts, advisory fees and other professional services, and severance. Because we do not carry out restructuring activities on a predictable cycle, we do not consider the amount of restructuring-related costs to be a representative component of the day-to-day operating performance of our business.

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.

Management compensates for the above-described limitations of using non-GAAP measures by using a non-GAAP measure only to supplement our GAAP results and to provide additional information that is useful to investors to understand the factors and trends affecting our business.

Consolidated Results of Operations

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

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


	Three Months Ended September 30,
	2026		2025		Increase (Decrease) ($)		Increase (Decrease) (%)
Revenue
CoStar	$	344			$	318		$	26	8	%
LoopNet	89			79			10		13
Other Commercial Real Estate	59			64			(5)		(8)
Total Commercial Real Estate	492			461			31		7
Residential Real Estate	460			373			87		23
Total revenue	952			834			118		14
Cost of revenue	211			172			39		23
Gross profit	741			662			79		12
Operating expenses:
Selling and marketing (excluding customer base amortization)	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
__________________________
NM - Not meaningful

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

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

•an increase in CoStar revenue of $26 million, or 8%, due to inflation-based price increases, an increase in subscribers, and additional sales of STR Benchmarking,

•an increase in LoopNet revenue of $10 million, or 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 $5 million, or 8%, primarily due to fewer properties transacted on Ten-X.

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

•$58 million of revenue from the Domain and Zonda Acquisitions and

•an increase in the number of memberships and properties advertised on our network.

Gross Profit and Cost of Revenue. Gross profit increased by $79 million, or 12%, to $741 million, 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 the cost of revenue. Cost of revenue increased by $39 million, or 23%, to $211 million and, as a percentage of revenue, increased from 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 decreased by $52 million, or 12%, to $366 million and, as a percentage of revenue, decreased from 50% to 38%. The 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 $3 million, or 3%, to $109 million and, as a percentage of revenue, 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 $19 million, or 12%, to $138 million and, as a percentage of revenue, decreased from 19% to 14%. The decrease included:

•a decrease in personnel-related costs, primarily due to accelerated stock-based compensation 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 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 impairment charge of $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 expenses and operating costs associated with the Richmond, Virginia campus, and

•an increase in software and equipment costs of $4 million, primarily due to the Domain Acquisition and increased investments in enterprise technology supporting our existing brands.

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

Interest Income (Expense), Net. Interest income (expense), net changed by $27 million to a net expense of $1 million. The change was primarily due to a decrease in our cash and cash equivalents, as well as a $4 million increase in interest expense recognized during the current quarter due to no capitalized interest associated with the 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 (benefit) changed by $25 million from a tax benefit of $15 million to an income tax expense of $10 million, and the effective tax rate was 12% of income before income taxes for the three months ended September 30, 2026, compared to 33% of loss before income taxes for the three months ended September 30, 2025. The change in income tax expense was primarily due to higher income before taxes.

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

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


	Three Months Ended September 30,
	2025		2024(1)		Increase (Decrease) ($)		Increase (Decrease) (%)
Revenue
CoStar	$	318			$	290		$	28	10	%
LoopNet	79			71			8		11
Other Commercial Real Estate	64			19			45		237
Total Commercial Real Estate	461			380			81		21
Residential Real Estate	373			313			60		19
Total revenue	834			693			141		20
Cost of revenue	172			141			31		22
Gross profit	662			552			110		20
Operating expenses:
Selling and marketing (excluding customer base amortization)	418			331			87		26
Software development	106			81			25		31
General and administrative	157			106			51		48
Customer base amortization	32			10			22		220
Total operating expenses	713			528			185		35
Income (loss) from operations	(51)			24			(75)		NM
Interest income, net	26			55			(29)		(53)
Other expense, net	(21)			(2)			(19)		NM
Income (loss) before income taxes	(46)			77			(123)		NM
Income tax expense (benefit)	(15)			24			(39)		NM
Net income (loss)	$	(31)			$	53		$	(84)	NM
__________________________
(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 $141 million, or 20%, to $834 million, driven by the following:

Commercial Real Estate revenue increased by $81 million, or 21%, to $461 million due to:

•an increase in CoStar revenue of $28 million, or 10%, due to increased sales driven by inflation-based price increases on renewals and an increase in subscribers, as well as the Visual Lease Acquisition,

•an increase in LoopNet revenue of $8 million, or 11%, due to an increase in the average price per listing, as well as the number of listings, and

•an increase in Other Commercial Real Estate revenue of $45 million, or 237%, primarily due to the Matterport Acquisition.

Residential Real Estate revenue increased by $60 million, or 19%, to $373 million, primarily due to:

•an increase in the number of memberships and properties advertised on our network and

•an increase of $23 million due to the Domain Acquisition.

Gross Profit and Cost of Revenue. Gross profit increased by $110 million, or 20%, to $662 million, and the gross profit margin decreased from 80% to 79%. The increase in gross profit was due to higher revenue, partially offset by, an increase in cost of revenue. Cost of revenue increased by $31 million, or 22%, to $172 million and, as a percentage of revenue, increased from 20% to 21%. The increase in cost of revenue primarily included:

•an increase in amortization expense related to the acquired technology and trade names due to the Matterport and Domain Acquisitions,

•an increase in costs related to sales of Matterport capture equipment and services of $7 million, primarily due to the Matterport Acquisition,

•an increase in personnel-related costs of $6 million, primarily due to additional headcount from the Matterport and Domain Acquisitions, and

•an increase in software and equipment costs of $4 million, primarily due to higher web hosting costs.

Selling and Marketing (Excluding Customer Base Amortization) Expenses. Selling and marketing (excluding customer base amortization) expenses increased by $87 million, or 26%, to $418 million and, as a percentage of revenue, increased from 48% to 50%. The increase primarily included:

•an increase in personnel-related cost, primarily due to sales hiring and additional sales force headcount from the Matterport and Domain Acquisitions,

•an increase in commissions costs of $20 million, primarily due to increased sales force headcount, and

•an increase in marketing expenses of $17 million, primarily due to advertising expenses for our brands.

Software Development Expenses. Software development expenses increased by $25 million, or 31%, to $106 million and, as a percentage of revenue, increased from 12% to 13%. The increase primarily included:

•an increase in personnel costs of $21 million, primarily due to additional headcount from the Matterport and Domain Acquisitions, as well as higher costs associated with our existing employees.

General and Administrative Expenses. General and administrative expenses increased by $51 million, or 48%, to $157 million and, as a percentage of revenue, increased from 15% to 19%. The increase primarily included:

•an increase in personnel-related costs, primarily due to additional headcount from the Matterport and Domain Acquisitions, as well as higher costs associated with our existing employees,

•an increase in professional service and third-party costs of $9 million, primarily due to acquisition-related activities, and

•an increase in software and equipment costs of $3 million, primarily due to the Matterport Acquisition.

Customer Base Amortization Expense. Customer base amortization expense increased by $22 million, or 220%, to $32 million, and, as a percentage of revenue, increased from 1% to 4%. The increase was primarily due to the Matterport, Visual Lease, and Domain Acquisitions.

Interest Income, Net. Interest income, net decreased by $29 million, or 53%, to $26 million. The decrease was primarily due to a decrease in our cash and cash equivalents.

Other Expense, Net. Other expense, net increased by $19 million to $21 million. The increase primarily included:

•a realized loss on the deal-contingent forward U.S. dollar to Australian dollar contracts entered into in conjunction with the Domain Acquisition, partially offset by,

•a gain of $3 million relating to the previously held equity interests in Domain, inclusive of dividend income of $6 million.

Income Tax Expense (Benefit). Income tax benefit was $15 million for the three months ended September 30, 2025, a change of $39 million from income tax expense of $24 million for the three months ended September 30, 2024. The effective tax rate was 33% of loss before income taxes for the three months ended September 30, 2025, compared to 31% of income

before income taxes for the three months ended September 30, 2024. The change was primarily due to lower income before taxes.

Business Segment Results for the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 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 decreased by $3 million to $180 million. The decrease was due to:

•an increase in personnel-related costs, primarily due to higher costs in our existing brands as we prepare to launch CoStar in Australia and additional features in CoStar, and to a lesser extent, the Domain Acquisition, and

•an increase in general and administrative expenses of $13 million, primarily due to higher product web hosting costs, occupancy costs and, higher hardware expenses related to Matterport, partially offset by,

•an increase in revenue discussed above.

Residential Real Estate Adjusted EBITDA improved by $118 million to $49 million. The improvement was due to:

•an increase in revenue discussed above,

•a decrease in marketing expenses, primarily due to lower marketing expenditures within existing brands, and

•a decrease in personnel-related costs of $20 million, primarily due to lower costs within existing brands, partially offset by, costs associated with the Domain and Zonda Acquisitions, partially offset by,

•an increase in general and administrative expenses of $18 million, primarily due to the costs associated with the Domain and Zonda Acquisitions.

Business Segment Results for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Segment Adjusted EBITDA. Commercial Real Estate Adjusted EBITDA increased by $30 million to $183 million. The increase was due to:

•an increase in revenue discussed above, partially offset by,

•an increase in personnel-related costs, primarily due to the Matterport, Domain, and Visual Lease Acquisitions, and

•an increase in general and administrative expenses and marketing expenses of $14 million and $5 million, respectively, primarily due to incremental costs associated with the Matterport, Domain, and Visual Lease Acquisitions.

Residential Real Estate Adjusted EBITDA improved by $8 million to a loss of $69 million. The improvement was due to:

•an increase in revenue discussed above, partially offset by,

•an increase in personnel-related costs, primarily due to increased sales headcount within existing brands and the Domain Acquisition,

•an increase in marketing expenses of $11 million, consisting of $7 million increase from existing brands and $4 million increase related to Domain, and

•an increase in general and administrative expenses of $3 million, primarily due to the Domain Acquisition.

The Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

The following table provides a comparison of our selected condensed consolidated results of operations for the nine months ended September 30, 2026 and 2025 (in millions):


	Nine Months Ended September 30,
	2026		2025		Increase (Decrease) ($)		Increase (Decrease) (%)
Revenue
CoStar	$	1,012			$	933		$	79	8	%
LoopNet	261			228			33		14
Other Commercial Real Estate	172			155			17		11
Total Commercial Real Estate	1,445			1,316			129		10
Residential Real Estate	1,329			1,031			298		29
Total revenue	2,774			2,347			427		18
Cost of revenue	604			493			111		23
Gross profit	2,170			1,854			316		17
Operating expenses:
Selling and marketing (excluding customer base amortization)	1,182			1,182			—		—
Software development	330			297			33		11
General and administrative	378			420			(42)		(10)
Customer base amortization	117			76			41		54
Total operating expenses	2,007			1,975			32		2
Income (loss) from operations	163			(121)			284		NM
Interest income, net	7			97			(90)		(93)
Other expense, net	—			(7)			7		(100)
Income (loss) before income taxes	170			(31)			201		NM
Income tax expense	38			9			29		322
Net income (loss)	$	132			$	(40)		$	172	NM
__________________________
NM - Not meaningful

Revenue. Revenue increased by $427 million, or 18%, to $2.8 billion, driven by the following:

Commercial Real Estate revenue increased by $129 million, or 10%, to $1.4 billion due to:

•an increase in CoStar revenue of $79 million, or 8%, due to an increase in subscribers, inflation-based price increases, and additional sales of STR Benchmarking,

•an increase in LoopNet revenue of $33 million, or 14%, due to an increase in the number of listings and the Domain Acquisition completed in August 2025, and

•an increase in Other Commercial Real Estate revenue of $17 million, or 11%, 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 $298 million, or 29%, to $1.3 billion, primarily due to:

•an increase in revenue of $189 million from the Domain 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 $316 million, or 17%, to $2.2 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 by $111 million, or 23%, to $604 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 related to acquired technology and trade names, primarily due to the Domain, Matterport, and Zonda Acquisitions,

•an increase in $32 million in software hosting, data and content, and fulfillment costs of digital twin capture equipment and services attributable to the additional revenue,

•an increase in personnel-related costs of $18 million, primarily due to the additional headcount from the Domain, Matterport, and Zonda Acquisitions,

•an increase in data and content expense of $11 million, primarily due to the Domain Acquisition,

•an increase in credit card processing fees of $7 million, primarily due to higher transaction volumes resulting from increased revenue,

•an increase in office supplies expense of $6 million, primarily related to field research equipment used for CoStar and Domain, and

•an increase in depreciation expense of $4 million, primarily due to the Richmond, Virginia campus being placed into service during the second quarter of 2026.

Selling and Marketing (Excluding Customer Base Amortization) Expenses. Selling and marketing (excluding customer base amortization) expenses were consistent at $1.2 billion and, as a percentage of revenue, decreased from 50% to 43%. The change included:

•a decrease in marketing expenses, primarily due to lower advertising expenditures across our brands,

•a decrease in recruiting and relocation costs and professional services fees of $8 million, partially offset by,

•an increase in personnel-related costs of $11 million, primarily due to additional sales force headcount associated with the Domain Acquisition, offset by a decrease in commissions cost and stock-based compensation expense due to lower commission expense for existing brands and accelerated stock-based compensation costs recognized for certain Matterport employees in the prior-year period,

•an increase in depreciation expense of $7 million, primarily due to the Richmond, Virginia campus being placed into service during the second quarter of 2026,

•an increase in occupancy-related costs of $6 million, primarily due to the Domain Acquisition, and

•an increase of $4 million in events and sales force development costs.

Software Development Expenses. Software development expenses increased by $33 million, or 11%, to $330 million and, as a percentage of revenue, decreased from 13% to 12%. The increase primarily included:

•an increase in personnel-related costs, primarily due to additional headcount associated with the Domain Acquisition,

•an increase in software and equipment costs of $8 million, primarily due to increased spending on AI software,

•an increase in depreciation expense of $4 million, primarily due to the Richmond, Virginia campus being placed into service during the second quarter of 2026, and

•an increase in professional services fees of $2 million, primarily due to the Domain Acquisition.

General and Administrative Expenses. General and administrative expenses decreased by $42 million, or 10%, to $378 million and, as a percentage of revenue, decreased from 18% to 14%. The decrease primarily included:

•a decrease in personnel-related costs, primarily due to lower stock-based compensation expense resulting from accelerated compensation recognized for certain Matterport employees in the prior-year period, offset by additional headcount associated with the Domain and Zonda Acquisitions,

•a gain from recoveries related to the Brown Judgment of $24 million,

•a decrease in acquisition-related costs of $24 million, due to the transaction costs of $14 million for the Zonda Acquisition in the current period compared to $38 million of costs for the Matterport and Domain Acquisitions in the prior-year period,

•a decrease in legal settlement fees of $7 million related to a prior year settlement, partially offset by,

•an increase in software and equipment costs of $17 million, primarily due to the Domain Acquisition,

•an impairment charge of $10 million for an office lease assumed in the Domain Acquisition and subsequently vacated, and

•an increase in professional services fees of $6 million, primarily due to higher legal expenses and operating costs associated with the new campuses.

Customer Base Amortization Expense. Customer base amortization expense increased by $41 million, or 54%, to $117 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 and Zonda Acquisitions, partially offset by, lower amortization expense related to Matterport and legacy customer base.

Interest Income, Net. Interest income, net decreased by $90 million, or 93%, to $7 million. The decrease was primarily due to a decrease in our cash and cash equivalents, as well as $9 million of interest on the Brown Judgment.

Other Expense, Net. Other expense, net improved by $7 million due to:

•a realized loss 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,

•a decrease in foreign currency exchange loss of $5 million, partially offset by,

•a decrease in gain on investments of $12 million related to the previously held equity interests in Domain inclusive of dividend income of $6 million in the prior-year period, and

Income Tax Expense. Income tax expense increased by $29 million, or 322%, to $38 million and the effective tax rate was 22% of income before income taxes for the nine months ended September 30, 2026, compared to (29)% of loss before income taxes for the nine months ended September 30, 2025. The increase in income tax expense was primarily due to higher income before income taxes.

The Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table provides a comparison of our selected condensed consolidated results of operations for the nine months ended September 30, 2025 and 2024 (in millions):


	Nine Months Ended September 30,
	2025		2024(1)		Increase (Decrease) ($)		Increase (Decrease) (%)
Revenue
CoStar	$	933			$	859		$	74		9	%
LoopNet	228			210			18		9
Other Commercial Real Estate	155			54			101		187
Total Commercial Real Estate	1,316			1,123			193		17
Residential Real Estate	1,031			904			127		14
Total revenue	2,347			2,027			320		16
Cost of revenue	493			418			75		18
Gross profit	1,854			1,609			245		15
Operating expenses:
Selling and marketing (excluding customer base amortization)	1,182			1,055			127		12
Software development	297			243			54		22
General and administrative	420			315			105		33
Customer base amortization	76			31			45		145
Total operating expenses	1,975			1,644			331		20
Loss from operations	(121)			(35)			(86)		246
Interest income, net	97			165			(68)		(41)
Other expense, net	(7)			(5)			(2)		40
Income (loss) before income taxes	(31)			125			(156)		NM
Income tax expense	9			46			(37)		(80)	%
Net income (loss)	$	(40)			$	79		$	(119)		NM
__________________________
(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 $320 million, or 16%, to $2.3 billion, driven by the following:

Commercial Real Estate revenue increased by $193 million, or 17%, to $1.3 billion due to:

•an increase in CoStar revenue of $74 million, or 9%, due to an increase in subscribers and inflation-based price increases on renewals, and the Visual Lease Acquisition,

•an increase in LoopNet revenue of $18 million, or 9%, 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 $101 million, or 187%, primarily due to the Matterport Acquisition.

Residential Real Estate revenue increased by $127 million, or 14%, to $1.0 billion, primarily due to:

•an increase in the number of memberships and properties advertised on our network, as well as customers selecting higher-priced ad packages and

•an increase of $23 million due to the Domain Acquisition, 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 $245 million, or 15%, to $1.9 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 revenue. Cost of revenue increased by $75 million, or 18%, to $493 million and, as a percentage of revenue, was consistent at 21%. The increase in cost of revenue primarily included:

•an increase in personnel-related costs and depreciation expense, primarily due to additional headcount associated with the Matterport and Domain Acquisitions,

•an increase in amortization expense of $25 million due to acquired technology and trade names associated with the Matterport and Domain Acquisitions,

•an increase in costs related to sales of Matterport capture equipment and services of $19 million due to the Matterport Acquisition, and

•an increase in software and equipment costs of $11 million, primarily due to higher web hosting costs.

Selling and Marketing (Excluding Customer Base Amortization) Expenses. Selling and marketing (excluding customer base amortization) expenses increased by $127 million, or 12%, to $1.2 billion and, as a percentage of revenue, decreased from 52% to 50%. The increase primarily included:

•an increase in personnel-related costs, primarily due to sales hiring and additional sales force headcount associated with the Matterport and Domain Acquisitions,

•an increase in commission expense of $32 million due to increased sales force headcount,

•an increase in occupancy and equipment costs of $7 million due to growth in the sales force across the brands,

•an increase in depreciation expense of $6 million, primarily due to additional headcount associated with the Matterport and Domain Acquisitions,

•an increase in third-party photography fees of $4 million due to the Matterport Acquisition, and

•an increase for conferences and development of $3 million due to growth in our sales force, partially offset by,

•a decrease in marketing expenses of $20 million.

Software Development Expenses. Software development expenses increased by $54 million, or 22%, to $297 million and, as a percentage of revenue, increased from 12% to 13%. The increase primarily included:

•an increase in personnel-related costs, primarily due to additional headcount associated with the Matterport and Domain Acquisitions, as well as higher costs associated with our existing workforce, and

•an increase in depreciation expense of $5 million due to additional headcount.

General and Administrative Expenses. General and administrative expenses increased by $105 million, or 33%, to $420 million and, as a percentage of revenue, increased from 16% to 18%. The increase primarily included:

•an increase in professional service fees of $35 million, primarily related to acquisition-related activities and costs incurred to defend our intellectual property, and

•an increase in software and equipment costs of $9 million, primarily related to the Matterport Acquisition, partially offset by,

•a decrease in depreciation expense of $11 million, primarily due to headcount changes.

Customer Base Amortization Expense. Customer base amortization expense increased by $45 million, or 145%, to $76 million and, as a percentage of revenue, increased from 2% to 3%. The increase was primarily due to the Matterport, Visual Lease, and Domain Acquisitions.

Interest Income, Net. Interest income, net decreased by $68 million, or 41%, to $97 million. The decrease was primarily due to a decrease in our cash and cash equivalents.

Other Expense, Net. Other expense, net was $7 million for the nine months ended September 30, 2025, a change of $2 million over the nine months ended September 30, 2024. The change primarily included:

•a realized loss of $10 million on the deal-contingent forward U.S. dollar to Australian dollar contracts entered into in conjunction with the Domain Acquisition, partially offset by,

•a gain of $12 million related to the previously held equity interests in Domain, inclusive of dividend income of $6 million.

Income Tax Expense. Income tax expense decreased by $37 million, or 80%, to $9 million and the effective tax rate was (29)% of loss before income taxes for the nine months ended September 30, 2025 compared to 37% of income before income taxes for the nine months ended September 30, 2024. The decrease in income tax expense was primarily due to lower income before income taxes.

Business Segment Results for the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Segment Adjusted EBITDA. Commercial Real Estate Adjusted EBITDA increased by $18 million to $513 million. The increase was due to:

•an increase in revenue discussed above, partially offset by,

•an increase in general and administrative expenses of $39 million, primarily due to higher product web hosting costs, office expenses and supplies, professional service fees, credit card processing fees, and costs associated with sales of Matterport product equipment.

Residential Real Estate Adjusted EBITDA improved by $262 million to a profit of $32 million. The improvement was due to:

•an increase in revenue discussed above, and

•a decrease in marketing expense, primarily due to lower marketing expenditures within existing brands, net of additional marketing expense associated with the Domain Acquisition, partially offset by,

•an increase in general and administrative expenses of $57 million, primarily due to the Domain and Zonda Acquisitions, and

•personnel costs were consistent with the $86 million of costs associated with the Domain and Zonda Acquisitions being offset by lower costs for our existing brands.

Business Segment Results for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Segment Adjusted EBITDA. Commercial Real Estate Adjusted EBITDA increased by $55 million to $495 million. The increase was due to:

•an increase in revenue discussed above, partially offset by,

•an increase in personnel-related costs, primarily due to the Matterport and Visual Lease Acquisitions completed in February 2025 and November 2024, respectively, as well as higher costs related to headcount growth within existing brands,

•an increase in general and administrative expenses of $37 million, primarily due to incremental expenses associated with Matterport's post-acquisition operations, including product web hosting costs, sales of Matterport equipment, capture services, and third-party commissions, and

•an increase in marketing expense of $8 million, primarily due to the Matterport Acquisition.

Residential Real Estate Adjusted EBITDA improved by $81 million to a loss of $230 million. The improvement was due to:

•an increase in revenue discussed above,

• a decrease in marketing expense of $30 million, partially offset by,

•an increase in personnel-related costs, primarily due to the Domain Acquisition and higher sales headcount within existing brand, and

•an increase in general and administrative costs of $9 million, primarily due to higher product hosting costs and merchant fees associated with revenue growth, as well as higher relocation, conference, occupancy, and related overhead costs resulting from increased sales headcount within existing brands.

Liquidity and Capital Resources

We believe the balance of cash and cash equivalents, which was $500 million as of September 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 September 30, 2026, we had accrued $65 million for estimated final invoices and retainage amounts, which we expect to pay during the remainder 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 September 30, 2026, we were obligated to spend an additional $26 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.

Acquisitions. 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. We expect to fund the acquisition with cash on hand, including accessing our revolving credit facility, and expect the transaction to close in the first half of 2027. 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.

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 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 nine months ended September 30, 2026, we repurchased 16.5 million CoStar Group Shares with a market value of $668 million under the Stock Repurchase Program. In connection with the repurchases, the Company incurred $2 million of direct costs for estimated excise taxes, transaction fees, and other costs that are excluded from the market value used to measure the amount authorized under the Stock Repurchase Program. As of September 30, 2026, $832 million remains available for

repurchases under the Stock Repurchase Program. We anticipate repurchasing at least $32 million of additional CoStar Group Shares in the remainder of 2026.

Cash on Hand. Cash and cash equivalents decreased to $500 million as of September 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 nine months ended September 30, 2026 was due to $706 million of net cash used in financing activities and $981 million of net cash used in investing activities, partially offset by, $455 million of net cash provided by operating activities.

Net cash provided by operating activities for the nine months ended September 30, 2026 was $455 million compared to $268 million for the nine months ended September 30, 2025. The $187 million increase in net cash provided by operating activities was primarily due to an increase in non-cash expenses of $77 million and higher net income, partially offset by, a decrease in working capital of $62 million, primarily due to the $109 million settlement payment related to the Brown Judgment.

Net cash used in investing activities for the nine months ended September 30, 2026 was $981 million compared to $2.8 billion for the nine months ended September 30, 2025, primarily due to the $789 million net cash paid for the Zonda Acquisition in 2026 and the $2.6 billion net cash paid for 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 nine months ended September 30, 2026 was $706 million compared to $162 million for the nine months ended September 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.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosures. While we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We consider the accounting for the following matters to contain critical accounting estimates:

•Intangible assets and goodwill,

•Income taxes, and

•Business combinations.

For an in-depth discussion of each of our significant accounting policies, including the related critical accounting estimates and further information regarding estimates and assumptions involved in their application, see the 2025 Form 10-K and Note 2 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Report. During the nine months ended September 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;

•the planned CoStar Ai launch may be delayed or changed;

•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, the Zonda Acquisition, or the Vexcel Acquisition, or to complete the Vexcel Acquisition in a timely manner, or at all, or realize the expected benefits of the Vexcel Acquistion;

•the inability of third-party suppliers upon which Matterport relies to fulfill its needs;

•the effects of cyberattacks and security vulnerabilities, and technical problems or disruptions;

•the significant costs associated with undertaking a large infrastructure project;

•our inability to generate increased revenue from our current or future geographic expansion plans;

•the risks related to acceptance of credit cards and debit cards and facilitation of other customer payments;

•the effects of climate-related events and other events beyond our control;

•the effects related to attention to climate-related 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.

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

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 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 September 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.

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 realize the benefits of the 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.

Following the acquisition, it is possible that there could 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, suppliers, 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 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 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.

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 September 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 Programs(2) (in millions)
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) 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 September 30, 2026, the Company repurchased 2.7 million CoStar Group Shares with a market value of $81 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 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.

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		Employment Letter by and between CoStar Group, Inc. and Robin Rossmann dated July 12, 2026 (filed herewith).
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 September 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 September 30, 2026, formatted in Inline XBRL (included as Exhibit 101).

* Management Contract or Compensatory Plan or Arrangement.

# Certain personal information in this exhibit has been omitted in accordance with Item 601(a)(6) of Regulation S-K.

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:

October 28, 2026

By:

/s/ Robin Rossmann

Robin Rossmann
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

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