CoStar Group (NASDAQ: CSGP) CEO logs tax withholding share move

Rhea-AI Filing Summary

CoStar Group President and CEO Andrew C. Florance reported a tax-related share disposition. On a Form 4, he disclosed the withholding of 17,482 shares of common stock at $44.99 per share to cover tax obligations, using the prior Nasdaq closing price. After this transaction, he directly holds 1,655,350.03 CoStar common shares.

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)
02/15/2026

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	02/15/2026		F		17,482	D	$44.99(1)	1,655,350.03	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. On February 13, 2026, the last preceding business day, the closing price of the Company's common stock on Nasdaq was $44.99.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gene Boxer, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did CoStar Group (CSGP) CEO Andrew Florance report on this Form 4?

CoStar Group CEO Andrew C. Florance reported a tax-withholding disposition of 17,482 shares of common stock at $44.99 per share. The transaction reflects shares withheld to satisfy tax liabilities rather than an open-market sale, and he continues to hold over 1.65 million shares.

How many CoStar Group (CSGP) shares were disposed of for taxes?

The filing shows 17,482 CoStar Group common shares were disposed of to cover tax obligations. These shares were valued at $44.99 each, based on the last preceding business day’s Nasdaq closing price, and were not sold as a discretionary open-market transaction.

What price per share was used in the CoStar Group (CSGP) CEO’s tax withholding?

The tax-withholding disposition used a price of $44.99 per CoStar Group share. A footnote explains this was the Nasdaq closing price on the last preceding business day, aligning the tax calculation with the market value at that time for the withheld shares.

How many CoStar Group (CSGP) shares does the CEO hold after this Form 4 transaction?

After the reported tax-withholding disposition, Andrew C. Florance directly holds 1,655,350.03 CoStar Group common shares. This post-transaction balance reflects his remaining direct ownership following the withholding of 17,482 shares to satisfy tax liabilities associated with equity compensation.

Does the CoStar Group (CSGP) Form 4 indicate an open-market sale by the CEO?

The Form 4 indicates a tax-withholding disposition, not an open-market sale. The transaction code “F” and description show shares were withheld to pay tax liabilities, using the $44.99 Nasdaq closing price, while the CEO retains over 1.65 million directly held shares.