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CoStar Group Inc 8-K Filings

CSGP NASDAQ

Every 8-K that CoStar Group Inc (CSGP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CSGP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CSGP filings page.

Rhea-AI Summary

CoStar Group, Inc. (CSGP) announced completion of its acquisition of Bora, Inc. and its subsidiaries (together, Zonda) for $800 million in cash, adding a leading new home construction data, software and marketplaces platform to its portfolio. Zonda generated about $170 million of revenue in 2025 with a 23% Adjusted EBITDA margin, contributing a scaled, profitable and largely subscription-based business. The deal expands CoStar’s presence in the U.S. new home market, which the company cites at about $400 billion in annual home sales, and brings the NewHomeSource.com and Livabl marketplaces into CoStar’s network.

Management states the acquisition is expected to enhance profitability in the residential segment and support CoStar’s consolidated margin profile while creating long-term growth opportunities across commercial, residential, multifamily, lending and analytics businesses. For the second quarter of 2026, CoStar reported $925 million in revenue, up 18% year-over-year, with Adjusted EBITDA of $184 million, more than double the prior year. Residential revenue was $444 million, up 33%, and the residential segment produced positive Adjusted EBITDA, providing a profitability backdrop as Zonda is integrated.

Rhea-AI Summary

CoStar Group posted strong Q2 2026 results, with revenue of $925 million, up 18% from $781 million a year earlier. Net income rose to $55 million and diluted EPS to $0.14, compared with $6 million and $0.01. Adjusted Net Income reached $128 million, Adjusted EPS $0.32, and Adjusted EBITDA climbed to $184 million, more than doubling year-over-year as EBITDA increased 441% to $157 million. This was the company’s 61st consecutive quarter of double-digit revenue growth.

Management described the quarter as a profitability inflection, noting operating costs grew just 2% and the residential segment turned Adjusted EBITDA positive, a $41 million improvement over Q1. New AI products, including Homes.com Ai and Apartments.com Ai, drove higher engagement, with over half a million AI sessions, longer session times, and large increases in 3D tour use and traffic-to-lead conversion.

For 2026, CoStar guides to revenue of $3.715–$3.755 billion, representing about 15% growth at the midpoint, and Adjusted EBITDA of $780–$820 million, increasing the midpoint by $30 million versus prior guidance. Q3 2026 guidance calls for revenue of $935–$945 million, Adjusted EBITDA of $190–$210 million and Adjusted EPS of $0.31–$0.34.

Rhea-AI Summary

CoStar Group, Inc. appointed Robin Rossmann as Chief Financial Officer, effective July 31, 2026, succeeding Christian Lown, who is resigning to pursue an opportunity outside the company’s industry; his departure is stated not to result from any disagreement over operations, policies or practices.

Rossmann currently leads CoStar’s European business, where over the past two years he eliminated approximately $51 million in costs, about 25% of the European cost structure, while delivering double-digit revenue growth and launching CoStar in France. His compensation includes an annual base salary of £440,000, transitioning to $590,000 upon relocation to Arlington, Virginia, an annual bonus target equal to 100% of base salary, a one-time $2,500,000 equity award split 40% into time-vested RSUs and 60% into performance stock units for 2026–2028, and a cash relocation subsidy of $500,000, plus participation in the Executive Severance Plan.

Rhea-AI Summary

CoStar Group reported that stockholders approved all proposals at the 2026 Annual Meeting, including the new 2026 Employee Stock Purchase Plan authorizing 2,500,000 shares of common stock. The plan replaces the prior 2021 ESPP and became effective upon stockholder approval.

All eight director nominees were elected with strong support, with most receiving more than 93% of votes cast, and Ernst & Young LLP was ratified as independent auditor for the 2026 fiscal year. Stockholders also approved the advisory say-on-pay proposal, following the Board’s outreach to top investors and a redesign of the 2026 executive compensation program to emphasize more rigorous, quantitative goals and clearer alignment with long-term stockholder value.

Rhea-AI 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.

Rhea-AI Summary

CoStar Group reported strong Q1 2026 results with revenue of $897 million, up 23% from $732 million a year earlier, marking its 60th consecutive quarter of double-digit growth. Net income was $3 million, or $0.01 per diluted share, improving from a net loss of $15 million or $(0.04) per share.

On a non-GAAP basis, Adjusted Net Income rose to $94 million and Adjusted EPS to $0.23, while Adjusted EBITDA doubled to $132 million. Annualized net new bookings were $67 million, up 20% year-over-year.

The company highlighted rapid adoption of its new Homes.com AI application, driving a 119% increase in organic traffic and growing Homes.com members to 35,000, more than 200% higher than a year ago. For 2026, CoStar reaffirmed revenue guidance of $3.78–$3.82 billion (about 17% growth at the midpoint) and raised Adjusted EBITDA guidance to $780–$820 million. It now expects full-year 2026 Adjusted EPS of $1.32–$1.39 and Q2 2026 revenue of $922–$932 million with Adjusted EBITDA of $160–$180 million and Adjusted EPS of $0.27–$0.30.

Rhea-AI Summary

CoStar Group, Inc. appointed Nana Banerjee as a new independent member of its Board of Directors, effective immediately. With his appointment, the Board expands to nine directors, eight of whom are independent. Banerjee brings more than two decades of experience leading and scaling global technology and data-driven businesses, including roles as President and CEO of Pelmorex Corp. and McGraw-Hill and senior leadership positions at Verisk, Argus, and Citibank. He has also served in key board and committee roles, including Audit Committee Chairman and Non-executive Chairman of Comscore. CoStar highlights his deep background in AI, centralized data, and advanced analytics as aligned with its long-term growth strategy and value-creation plans.

Rhea-AI Summary

CoStar Group, Inc. reported strong 2025 growth with mixed profitability. Full-year revenue reached $3.25 billion, up 19% from $2.74 billion, while fourth-quarter revenue was $900 million, up 27% year-over-year. Adjusted EBITDA for 2025 rose to $442 million, an 83% increase, and Adjusted Net Income grew 23% to $364 million.

GAAP net income for 2025 was $7 million, or $0.02 per diluted share, reflecting significant acquisition and integration costs from the Matterport and Domain deals. The company completed a $500 million share repurchase in the fourth quarter of 2025 and plans an additional $700 million repurchase in 2026 under its existing program.

For 2026, CoStar is affirming guidance for revenue of $3.78–$3.82 billion (about 17% growth at the midpoint), Adjusted EBITDA of $740–$800 million, and Adjusted EPS of $1.22–$1.33. Management also highlighted continued scale in its Homes.com residential platform and a new Commercial and Residential segment structure.

Rhea-AI Summary

CoStar Group, Inc. amended its Executive Severance Plan to remove a “change in control” provision tied to the composition of its Board of Directors. All other terms of the plan remain in place. The Board acted at management’s request, citing a desire to avoid cost and distraction from Delaware litigation linked to threatened proxy contests involving Third Point LLC and D. E. Shaw & Co., L.P.

Rhea-AI Summary

CoStar Group, Inc. reported changes to executive arrangements and shared high-level strategic updates. The company amended CEO Andrew Florance’s employment agreement, effective January 1, 2026, to remove a long-standing tax gross-up provision tied to Sections 280G and 4999 of the Internal Revenue Code. CoStar also adopted an Executive Severance Plan that offers specified severance pay, subsidized COBRA coverage, bonus treatment, and equity vesting acceleration for selected executives at Vice President level or above following certain involuntary terminations, with enhanced treatment during a change in control protection period and subject to a release of claims. In a furnished press release, CoStar provided its full year 2026 financial outlook and targets and announced a new $1.5 billion share repurchase program along with a new executive compensation program reflecting stockholder feedback.

Rhea-AI Summary

CoStar Group (CSGP) announced its financial and operating results for the quarter ended September 30, 2025, and furnished the related press release as Exhibit 99.1. The company stated this information is furnished, not filed, under the securities laws.

CoStar also noted it plans to use its investor website (investors.costargroup.com) as a channel for material company information, including investor presentations.

Rhea-AI 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.

Rhea-AI Summary

CoStar Group, Inc. (NASDAQ: CSGP) filed a Form 8-K summarizing the results of its 26 June 2025 Annual Meeting of Stockholders. The central item was approval of the new 2025 Stock Incentive Plan, which replaces the 2016 plan and aggregates (i) the remaining share reserve from the prior plan and (ii) any shares that become available through future forfeitures of 2016-plan awards. The plan authorizes stock options, SARs, restricted stock and RSUs for employees, officers, directors and consultants, potentially enlarging the company’s long-term equity compensation pool and modestly diluting existing shareholders.

All eight director nominees—Louise S. Sams, Andrew C. Florance, John L. Berisford, Angelique G. Brunner, Rachel C. Glaser, John W. Hill, Christine M. McCarthy and Robert W. Musslewhite—were re-elected with strong majorities (votes for ranged from 364.7 million to 377.0 million).

Shareholders also:

  • Ratified Ernst & Young LLP as independent auditor for FY 2025 (367.4 m for / 18.6 m against).
  • Approved the non-binding say-on-pay resolution by a narrow 53.8% majority (202.8 m for / 174.3 m against).
  • Rejected a shareholder proposal requesting increased political-spending transparency (124.2 m for / 251.4 m against).

No earnings data, acquisitions or other material transactions were disclosed. Exhibit 10.1 contains the full 2025 Stock Incentive Plan; inline XBRL cover data is furnished as Exhibit 104.