CoStar Group (CSGP) SVP granted 28,197 RSUs, 8,931 shares withheld for taxes

Rhea-AI Filing Summary

CoStar Group, Inc. executive Lisa Ruggles reported offsetting equity transactions. She received a grant of 28,197 restricted stock units on February 27, 2026, each representing one future share of common stock. These RSUs vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029.

To cover tax obligations related to equity compensation, 8,931 shares of common stock were disposed of on March 1, 2026 through a tax-withholding transaction at a reference price of $44.63 per share. After these transactions, she directly held 177,892 shares of common stock and 28,197 RSUs.

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

OMB APPROVAL

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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^*

Ruggles Lisa

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP, Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	03/01/2026		F		8,931	D	$44.63(1)	177,892	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
Restricted Stock Units	(2)	02/27/2026		A		28,197		(3)	(3)	Common Stock, par value $0.01 per share	28,197	$0	28,197	D

Explanation of Responses:

1. On February 27, 2026, the last preceding business day, the closing price of the Company's common stock on Nasdaq was $44.63.

2. Each restricted stock unit represents a contingent right to receive one share of CoStar Group, Inc. common stock.

3. The restricted stock units vest in three equal installments on March 1, 2027, March 1, 2028 and March 1, 2029.

Remarks:

	/s/ Gene Boxer, Attorney-in-Fact	03/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CoStar Group (CSGP) executive Lisa Ruggles report on this Form 4?

Lisa Ruggles reported two equity-related transactions: a grant of 28,197 restricted stock units and a tax-withholding disposition of 8,931 common shares. Both transactions relate to her compensation as Senior VP, Global Operations at CoStar Group, Inc.

How many CoStar Group (CSGP) restricted stock units were granted to Lisa Ruggles?

She received 28,197 restricted stock units, each representing a contingent right to one share of CoStar Group common stock. The award is structured to vest over three years, aligning her interests with long-term company performance and retention objectives disclosed in the filing.

When do Lisa Ruggles’ CoStar Group (CSGP) restricted stock units vest?

The restricted stock units vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. This multi-year vesting schedule encourages continued employment and ties the value of the award to CoStar Group’s future share performance over time.

What is the nature of the 8,931 CoStar Group (CSGP) shares disposed of by Lisa Ruggles?

The 8,931 common shares were disposed of through a tax-withholding transaction, not an open-market sale. They were used to satisfy exercise price or tax liabilities at a reference price of $44.63 per share, as reflected in the Form 4 disclosure and its footnotes.

How many CoStar Group (CSGP) shares does Lisa Ruggles hold after these transactions?

After the reported transactions, she directly held 177,892 shares of CoStar Group common stock and 28,197 restricted stock units. These figures show her ongoing equity stake in the company following both the RSU grant and the related tax-withholding share disposition.