CoStar Group (CSGP) CEO logs forfeiture and tax share dispositions

Rhea-AI Filing Summary

CoStar Group CEO Andrew C. Florance reported two share dispositions in company stock. He forfeited 104,983 shares of common stock back to the issuer from a February 14, 2023 performance-based restricted stock grant after the Compensation Committee certified actual performance. He also disposed of 19,221 shares to cover tax liabilities, valued at $49.07 per share, based on the Nasdaq closing price on February 19, 2026. After these transactions, he directly owned 1,531,146.03 shares of CoStar Group common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FLORANCE ANDREW C

(Last) (First) (Middle)

C/O COSTAR GROUP, INC.

1201 WILSON BLVD.

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP, INC. [ CSGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/19/2026		D		104,983(1)	D	$0	1,550,367.03	D
Common Stock, par value $0.01 per share	02/19/2026		F		19,221	D	$49.07(2)	1,531,146.03	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares forfeited from February 14, 2023 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee.

2. On February 19, 2026, the closing price of the Company's Common Stock on Nasdaq was $49.07.

Remarks:

	/s/ Gene Boxer, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CoStar Group (CSGP) report for Andrew C. Florance?

CoStar Group reported that CEO Andrew C. Florance disposed of 104,983 shares back to the company from a performance-based restricted stock grant and 19,221 shares for tax withholding, leaving him with 1,531,146.03 directly owned shares of common stock.

Why were 104,983 CoStar Group (CSGP) shares forfeited by the CEO?

The 104,983 shares were forfeited from a February 14, 2023 performance restricted stock grant after the Compensation Committee certified the actual achievement of the performance goal, resulting in those shares being returned to the issuer rather than retained by the CEO.

How were 19,221 CoStar Group (CSGP) shares used for taxes by the CEO?

The 19,221 shares were disposed of to satisfy exercise price or tax liabilities by delivering securities. The filing notes the shares were valued using CoStar’s Nasdaq closing stock price of $49.07 on February 19, 2026 to determine the tax-withholding amount.

What is Andrew C. Florance’s CoStar Group (CSGP) share ownership after these Form 4 transactions?

After the reported forfeiture and tax-withholding dispositions, Andrew C. Florance directly owns 1,531,146.03 shares of CoStar Group common stock. This reflects his remaining direct holdings following the return of 104,983 shares to the issuer and the 19,221-share tax-related disposition.

What stock price was referenced in CoStar Group (CSGP) CEO’s Form 4 filing?

The Form 4 notes that on February 19, 2026, CoStar Group’s common stock closed at $49.07 on Nasdaq. This closing price was used to value the 19,221-share disposition that covered tax liabilities associated with the CEO’s equity compensation.