CoStar Group (CSGP) exec reports 2,424-share tax disposition

Rhea-AI Filing Summary

CoStar Group, Inc. reported that President, Marketplaces Frederick G. Saint disposed of company shares to cover tax obligations tied to equity compensation. The Form 4 shows a tax-withholding disposition of 2,424 shares of common stock at a reference price of $44.99 per share. After this withholding event, Saint directly owned 290,679 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^*

SAINT FREDERICK G.

(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)
	President, Marketplaces

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		2,424	D	$44.99(1)	290,679	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 insider transaction did CoStar Group (CSGP) report for Frederick G. Saint?

CoStar Group reported a tax-withholding share disposition by executive Frederick G. Saint. The Form 4 shows 2,424 shares of common stock withheld to satisfy tax obligations related to equity compensation, rather than an open-market purchase or sale.

How many CoStar Group (CSGP) shares were involved in Frederick G. Saint’s latest filing?

The filing shows 2,424 shares of CoStar Group common stock were disposed of for tax-withholding purposes. This transaction was coded “F,” indicating payment of tax liability by delivering shares rather than a traditional market sale or purchase.

Was Frederick G. Saint’s CoStar (CSGP) transaction an open-market sale of shares?

The transaction was not an open-market sale. It was coded “F,” meaning shares were delivered to cover tax liabilities associated with equity compensation, a common administrative event rather than a discretionary sale into the market.

What is Frederick G. Saint’s CoStar (CSGP) share ownership after this tax-withholding event?

After the tax-withholding disposition, Frederick G. Saint directly owned 290,679 shares of CoStar Group common stock. This post-transaction figure reflects his remaining direct holdings following the delivery of 2,424 shares to satisfy tax obligations.

What price was used as the reference for the CoStar (CSGP) tax-withholding transaction?

A reference price of $44.99 per share was used, matching the Nasdaq closing price of CoStar Group common stock on February 13, 2026, the last preceding business day noted in the footnote to the Form 4 filing.