CoStar Group (NASDAQ: CSGP) completes full buyout of Domain

Rhea-AI Filing Summary

CoStar Group, Inc. filed a report describing the completion of its acquisition of 100% of the issued capital of Domain Holdings Australia Limited. On August 27, 2025, the company acquired the remaining approximately 83% of Domain’s ordinary shares it did not already own under a previously disclosed Scheme Implementation Deed. The shares were acquired by way of a Scheme of Arrangement at $4.43 AUD per Domain share, reduced by $0.088 AUD per share reflecting a special dividend declared by Domain and paid on August 19, 2025. The company furnished a press release with additional details as an exhibit.

Insights

M&A and corporate strategy analyst

CoStar Group has closed its full buyout of Domain Holdings Australia under pre-agreed terms.

CoStar Group, Inc. has completed its acquisition of 100% of Domain Holdings Australia Limited, moving from a partial stake to full ownership. The transaction was executed under a binding Scheme Implementation Deed that had been announced earlier, and the final step involved acquiring the remaining approximately 83% of Domain’s ordinary shares via a court-approved Scheme of Arrangement.

The consideration per share is described as $4.43 AUD per Domain ordinary share, adjusted down by $0.088 AUD to reflect a special dividend that Domain declared and paid on August 19, 2025. This structure means part of value was delivered directly to Domain shareholders as a dividend, with the balance paid by CoStar at closing. The report indicates that the information is furnished under Regulation FD, with further detail available in the attached press release dated August 27, 2025.

This filing confirms legal completion of the deal rather than introducing new financial guidance or performance data. The strategic and financial effects will depend on how CoStar integrates Domain and leverages the acquired platform, which would typically be discussed in future periodic reports or additional disclosures rather than in this brief current report.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

COSTAR GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			0-24531			52-2091509
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

1201 Wilson Blvd.

Arlington,

VA

22209

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (202) 346-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock ($0.01 par value)			CSGP			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Item 7.01 Regulation FD Disclosure.

On August 27, 2025, CoStar Group, Inc., a Delaware corporation (“CoStar Group” or the “Company”), issued a press release (the “Press Release”) announcing the completion of its acquisition of 100% of the issued capital of Domain Holdings Australia Limited (“Domain”). Pursuant to the binding Scheme Implementation Deed previously disclosed and entered into on May 9, 2025, the Company acquired the remaining approximately 83% of Domain's ordinary shares not previously acquired by CoStar Group by way of Scheme of Arrangement at $4.43 AUD per Domain ordinary share, less $0.088 AUD per share paid as a special dividend declared by Domain and paid on August 19, 2025. A copy of the Press Release is hereby furnished as Exhibit 99.1 to this Current Report.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report shall be considered “furnished” and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be incorporated by reference to any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

Exhibit No.			Description
99.1			CoStar Group, Inc. Press Release Dated August 27, 2025.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						COSTAR GROUP, INC.
						By: /s/ Christian M. Lown
Date:			August 27, 2025			Name: Christian M. Lown
						Title: Chief Financial Officer

FAQ

What transaction did CoStar Group (CSGP) report in this filing?

CoStar Group reported that it has completed the acquisition of 100% of the issued capital of Domain Holdings Australia Limited, moving from a partial ownership position to full control.

How much of Domain did CoStar Group (CSGP) acquire in this final step?

In this step, CoStar Group acquired the remaining approximately 83% of Domain’s ordinary shares that it did not already own, through a Scheme of Arrangement.

What price per share did CoStar Group pay for Domain shares?

CoStar Group agreed to pay $4.43 AUD per Domain ordinary share, reduced by $0.088 AUD per share to account for a special dividend declared and paid by Domain on August 19, 2025.

What role did the Scheme Implementation Deed play in CoStar Group’s acquisition of Domain?

The acquisition was carried out under a binding Scheme Implementation Deed entered into on May 9, 2025, which set the terms for CoStar Group to acquire the remaining Domain shares via a court-approved Scheme of Arrangement.

Does this CoStar Group (CSGP) filing include the full press release about the Domain acquisition?

The filing states that a press release dated August 27, 2025 describing the completion of the Domain acquisition is furnished as Exhibit 99.1 to the report.

Is the information about CoStar Group’s Domain acquisition considered filed or furnished?

The report specifies that the information in Item 7.01 and Exhibit 99.1 is "furnished" and not "filed" for purposes of certain liability provisions under the Exchange Act and Securities Act.