STOCK TITAN

CoStar Group (NASDAQ: CSGP) to buy Zonda for $800M in cash, adding new home data and marketplaces

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CoStar Group plans to expand further into new home real estate by acquiring Zonda, a leading new home construction data and marketplace business, for $800 million in cash. Zonda serves more than 3,000 homebuilding ecosystem customers and generates mostly subscription revenue with 104% net customer retention, indicating strong stickiness.

The deal is expected to close in the second half of 2026, subject to Hart-Scott-Rodino and other regulatory clearances and customary conditions, including no material adverse effect at Zonda. CoStar expects the acquisition to be accretive to adjusted EPS in the first full year of ownership and to create cross-sell opportunities across its commercial, residential, multifamily, lending, and analytics businesses.

Positive

  • Strategic expansion into new home sector: CoStar is acquiring Zonda for $800 million in cash, adding a leading new home data, software, and marketplace platform that management expects to be accretive to adjusted EPS in the first full year of ownership.

Negative

  • None.

Insights

$800M Zonda acquisition deepens CoStar’s presence in new home data and marketplaces.

CoStar Group is committing $800 million in cash to buy Zonda, which provides new home construction data, software, and marketplaces such as NewHomeSource and Livabl. Zonda’s predominantly subscription model and 104% net customer retention suggest durable, recurring revenue with embedded customer relationships.

The acquisition extends CoStar’s coverage into a large adjacent sector; the release cites U.S. new residential construction approaching $1 trillion annually. Management states the deal is expected to be accretive to adjusted EPS in the first full year, but this depends on closing, integration execution, and maintaining Zonda’s margins and retention.

Closing is targeted for the second half of 2026 and remains subject to Hart-Scott-Rodino and other regulatory approvals, absence of a material adverse effect, and other customary conditions. There is an outside termination date of May 28, 2027, highlighting potential timing and regulatory uncertainty until approvals are obtained and integration begins.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Acquisition price $800 million cash Purchase of Zonda at closing
Net customer retention 104% Zonda subscription business metric
New residential construction market Approaches $1 trillion annually U.S. new residential construction value
Zonda customers More than 3,000 Homebuilding ecosystem clients served
CoStar web traffic 131 million average monthly unique visitors First quarter of 2026 across CoStar sites
Outside termination date May 28, 2027 Deadline to consummate Zonda transaction
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
material adverse effect financial
"CoStar Group’s obligation to consummate the Transaction is subject to the absence of a material adverse effect related to Zonda"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
net customer retention financial
"The majority of its revenue is subscription-based, with an impressive 104% net customer retention"
adjusted EPS financial
"The acquisition is expected to be accretive to adjusted EPS in the first full year of ownership"
Adjusted earnings per share (adjusted eps) is a measure of a company's profit per share that has been modified to exclude certain one-time or unusual items, such as costs from restructuring or asset sales. It provides a clearer picture of the company’s core performance by removing events that may distort the usual earnings. Investors use adjusted eps to better understand a company's ongoing profitability and compare it more accurately over time.
forward-looking statements regulatory
"This news release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
false 0001057352 0001057352 2026-05-28 2026-05-28
 
 

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): May 28, 2026

 

 

COSTAR GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-24531   52-2091509
(State or other jurisdiction of
incorporation or organization)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)
1201 Wilson Blvd. Arlington, VA     22209
(Address of principal executive offices)     (Zip Code)

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

Not Applicable

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

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock ($0.01 par value)   CSGP   Nasdaq Global Select Market

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

Emerging Growth Company 

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

 

 
 


Item 1.01

Entry into a Material Definitive Agreement.

On May 28, 2026, CoStar Group, Inc. (“CoStar Group” or the “Company”), through its wholly owned subsidiary, CoStar Realty Information, Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Bora Holdings Group, L.P., a Delaware limited partnership (the “Seller”), and Bora, Inc., a Delaware corporation (together with its subsidiaries, “Zonda”), to acquire Zonda, a leading provider of new home construction data, homebuilder software, and residential real estate marketplace solutions, for $800 million in cash at closing (the “Transaction”).

Consummation of the Transaction is subject to certain customary 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 foreign 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 Transaction. Each party’s obligation to consummate the Transaction is subject to certain other conditions, including the accuracy of the representations and warranties of the other party and compliance in all material respects by the other party with its obligations under the Purchase Agreement, and CoStar Group’s obligation to consummate the Transaction is subject to the absence of a material adverse effect related to Zonda. Consummation of the Transaction is not subject to approval by the stockholders of CoStar Group or to any financing condition.

The Purchase Agreement contains certain termination provisions for CoStar Group and the Seller, including the right of either party to terminate the Purchase Agreement if the Transaction is not consummated by May 28, 2027 (subject to extension in certain specified circumstances), or if any governmental authority with jurisdiction shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transaction, and such order, decree or ruling shall have become final and nonappealable.

The representations, warranties and covenants of each party set forth in the Purchase Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties will not survive consummation of the Transaction and were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On May 29, 2026, the Company issued a press release (the “Press Release”) announcing the entry into the Purchase Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01 and the Press Release shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.


Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

10.1*#    Stock Purchase Agreement, dated May 28, 2026, by and among Bora Holdings Group, L.P., Bora, Inc. and CoStar Realty Information, Inc.
99.1    CoStar Group, Inc. Press Release dated May 29, 2026.
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

*

Schedules and exhibits (or similar attachments) have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules (or similar attachments) to the Securities and Exchange Commission upon request.

#

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 hereunto duly authorized.

 

    COSTAR GROUP, INC.
    By:  

/s/ Christian M. Lown

Date: May 29, 2026     Name:   Christian M. Lown
    Title:   Chief Financial Officer

Exhibit 99.1

 

LOGO

CoStar Group to Acquire Zonda, the Leader in New Home Data,

Analytics, and Online Marketplaces

Acquisition adds the homebuilding industry’s leading B2B information platform - used by builders, developers, and lenders - and brings NewHomeSource.com, the category-defining new home marketplace, into CoStar Group’s family of marketplaces.

ARLINGTON, Va. - May 29, 2026 — CoStar Group, Inc. (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information, and analytics across the property markets, today announced that it has entered into a definitive agreement to acquire Zonda, a leading provider of new home construction data, homebuilder software, and residential real estate marketplaces, for $800 million in cash.

Zonda serves more than 3,000 customers across the homebuilding ecosystem, including many of the largest residential builders, developers, suppliers, and lenders in North America. Its platform delivers end-to-end solutions spanning land acquisition, development planning, homebuilding analytics, construction forecasting, community marketing, operational workflow management, and online new home marketplaces. Zonda is an attractive B2B business with strong profit margins. The majority of its revenue is subscription-based, with an impressive 104% net customer retention.

At the core of Zonda is 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 deeply embedded in builder workflows and are widely used to support underwriting, land strategy, capital allocation, development planning, forecasting, and sales operations across the industry.

Zonda also operates NewHomeSource and Livabl, two leading online new home marketplaces in the United States and Canada. Top homebuilders contribute listings directly to these marketplaces, giving buyers broad visibility into new home inventory across the development ecosystem. Zonda’s platforms offer comprehensive listing experiences — including floor plans, virtual tours, pricing, incentives, and community details — designed to guide buyers from early research through purchase. Because these marketplaces feature new construction exclusively, they give builders highly targeted consumer marketing, lead generation, and merchandising — uncluttered by resale inventory.

According to the Census, the annual value of new residential construction in the U.S. approaches $1 trillion - a market materially larger than the annual rent rolls of the institutional apartment and office sectors that CoStar Group has so successfully monetized.

CoStar Group believes Zonda’s builder relationships, workflow integrations, marketplace platforms, and market intelligence will create meaningful cross-sell opportunities across the company’s commercial, residential, multifamily, lending, and analytics businesses.


LOGO

The acquisition will also pair Zonda’s Envision visualization and digital merchandising capabilities with Matterport’s industry-leading spatial technology. Together, they will create richer digital experiences for builders and consumers and improve how new construction homes are marketed, visualized, and discovered online.

“Zonda has built an extraordinary business with deep relationships across the homebuilding industry and one of the most valuable proprietary datasets in new home real estate,” said Andy Florance, Founder and Chief Executive Officer of CoStar Group. “This acquisition extends CoStar Group’s leadership into a major new segment of the real estate industry and strengthens our ability to provide clients with comprehensive information solutions across every major real estate segment. We believe the combination will deliver deeper insights, workflow efficiencies, and analytics to the homebuilding industry, while strengthening our core information offerings and significantly expanding our new home marketplace capabilities.”

The acquisition is expected to be accretive to adjusted EPS in the first full year of ownership and to close in the second half of 2026, subject to customary closing conditions and required regulatory approvals.

BofA Securities is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to CoStar Group.

###

About CoStar Group

CoStar Group (NASDAQ: CSGP), an S&P 500 company, is a global leader in commercial real estate information, analytics, online marketplaces, and 3D digital twin technology. Founded in 1986, CoStar Group is dedicated to digitizing the world’s real estate, empowering all people to discover properties, insights, and connections that improve their businesses and lives.

CoStar Group’s major brands include CoStar, a leading global provider of commercial real estate data, analytics, and news; LoopNet, the most trafficked commercial real estate marketplace; Apartments.com, the leading platform for apartment rentals; Homes.com, the fastest-growing residential real estate marketplace; and Domain, one of Australia’s leading property marketplaces. CoStar Group’s industry-leading brands also include Matterport, a leading spatial data company whose platform turns buildings into data to make every space more valuable and accessible; STR, a global leader in hospitality data and benchmarking; Ten-X, an online platform for commercial real estate auctions and negotiated bids; and OnTheMarket, a leading residential property portal in the United Kingdom.

CoStar Group’s websites attracted 131 million average monthly unique visitors in the first quarter of 2026, serving clients around the world. Headquartered in Arlington, Virginia, CoStar Group is committed to transforming the real estate industry through innovative technology and comprehensive market intelligence. From time to time, we plan to utilize our corporate website as a channel of distribution for material company information. For more information, visit CoStarGroup.com.


LOGO

Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act including, without limitation, statements regarding CoStar’s expectations or beliefs regarding the future and the pending acquisition of Zonda, the expected timetable for completing the transaction, benefits of the transaction and future opportunities for the combined businesses. These statements are based upon current beliefs and are subject to many risks and uncertainties that could cause actual results to differ materially from these statements. The following factors, among others, could cause or contribute to such differences: risks associated with the ability to consummate the pending transaction and the timing of the closing of the pending transaction; the ability to successfully integrate operations and employees; the ability to realize anticipated benefits from the transaction as rapidly or to the extent anticipated; the potential impact of announcement of the transaction or consummation of the transaction on business relationships, including with employees, customers, suppliers and competitors; and costs, fees, expenses and charges related to the transaction. More information about potential factors that could cause results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, those stated in CoStar’s filings from time to time with the Securities and Exchange Commission, including in CoStar’s Annual Report on Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarterly period ended March 31, 2026, each of which is filed with the SEC, including in the “Risk Factors” section of those filings, as well as CoStar’s other filings with the SEC available at the SEC’s website (www.sec.gov). All forward-looking statements are based on information available to CoStar on the date hereof, and CoStar assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:

Rich Simonelli

Head of Investor Relations

CoStar Group

(973) 896-8184 getrich@costar.com

News Media:

Matthew Blocher

Vice President

CoStar Group

(202) 346-6775

mblocher@costar.com

FAQ

What transaction did CoStar Group (CSGP) announce regarding Zonda?

CoStar Group agreed to acquire Zonda, a leading provider of new home construction data, software, and marketplaces, for $800 million in cash. The transaction is structured as a stock purchase and will bring assets like NewHomeSource and Livabl into CoStar’s marketplace portfolio.

When is CoStar Group’s acquisition of Zonda expected to close?

The acquisition of Zonda by CoStar Group is expected to close in the second half of 2026. Completion remains subject to customary conditions, including Hart-Scott-Rodino and other regulatory approvals, as well as standard accuracy, covenant, and material adverse effect conditions.

How large is the market CoStar Group targets with the Zonda acquisition?

The release notes that the annual value of new residential construction in the U.S. approaches $1 trillion. This market is described as materially larger than institutional apartment and office rent rolls that CoStar has previously monetized, underscoring the scale of the new home opportunity.

What are Zonda’s key business metrics highlighted by CoStar Group?

Zonda is described as an attractive B2B business with strong profit margins, largely subscription-based revenue, and an impressive 104% net customer retention. It serves more than 3,000 customers across the homebuilding ecosystem, including major builders, developers, suppliers, and lenders.

How does CoStar Group expect the Zonda acquisition to affect earnings?

CoStar Group states that the Zonda acquisition is expected to be accretive to adjusted EPS in the first full year of ownership. This expectation reflects management’s view of Zonda’s profitability and integration potential, though actual results will depend on closing, integration, and market conditions.

What conditions could prevent CoStar Group from closing the Zonda deal?

Closing is subject to Hart-Scott-Rodino and other regulatory approvals, accurate representations, covenant compliance, and no material adverse effect at Zonda. Either party may terminate if the deal is not consummated by May 28, 2027, subject to specified extensions or if a final order prohibits the transaction.

Filing Exhibits & Attachments

5 documents