CoStar Group (CSGP) SVP logs 3,576-share tax-withholding disposition

Rhea-AI Filing Summary

CoStar Group Senior VP Lisa Ruggles reported a tax-related share disposition. On February 15, 2026, she disposed of 3,576 shares of CoStar Group common stock at $44.99 per share through a tax-withholding transaction, rather than an open-market sale. After this transaction, she directly owned 207,625 shares of CoStar Group common stock. A footnote notes that the Nasdaq closing price of the company’s stock on the prior business day, February 13, 2026, was $44.99, which aligns with the transaction price.

Insights

Equity compensation and insider transactions analyst

Routine tax-withholding share disposition tied to equity compensation.

This transaction reflects a Form 4 report by CoStar Group executive Lisa Ruggles, documenting a tax-withholding disposition of 3,576 shares at $44.99 per share. The code F and description confirm it relates to covering tax obligations, not an open-market sale.

After the disposition, she still holds 207,625 shares directly, indicating continued sizable exposure to CoStar Group equity. The price used matches the $44.99 Nasdaq closing price on February 13, 2026, as noted in the footnote, which helps anchor the valuation of the withheld shares.

This type of transaction is typically driven by payroll and tax mechanics around equity awards, rather than discretionary trading decisions. From an investment perspective, it is generally viewed as administrative and neutral, with limited implications for the broader equity story of CoStar Group.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/15/2026

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		3,576	D	$44.99(1)	207,625	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).
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 insider transaction did CoStar Group (CSGP) report for Lisa Ruggles?

CoStar Group reported that executive Lisa Ruggles disposed of 3,576 common shares in a tax-withholding transaction. This was coded as a Form 4 code F event, meaning shares were withheld to satisfy tax obligations tied to equity compensation, not sold in the open market.

How many CoStar Group (CSGP) shares does Lisa Ruggles hold after this Form 4?

After the reported transaction, Lisa Ruggles directly owns 207,625 CoStar Group common shares. This figure reflects her position following the 3,576-share tax-withholding disposition and indicates she continues to have a significant personal stake in the company’s equity.

What price per share was used in Lisa Ruggles’ CoStar Group (CSGP) tax-withholding transaction?

The tax-withholding disposition used a price of $44.99 per CoStar Group share. A footnote explains this equals the Nasdaq closing price of the company’s common stock on February 13, 2026, the last preceding business day before the transaction date.

Was Lisa Ruggles’ CoStar Group (CSGP) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It is identified with code F and described as payment of a tax liability by delivering securities, meaning shares were withheld to cover taxes associated with an equity award rather than sold on the open market.

What role does Lisa Ruggles hold at CoStar Group (CSGP) in this Form 4 filing?

In the filing, Lisa Ruggles is identified as an officer of CoStar Group serving as Senior VP, Global Operations. The Form 4 records her insider transaction because officers are required to report changes in their beneficial ownership of company equity.

What is the significance of the Nasdaq closing price mentioned in the CoStar Group (CSGP) Form 4 footnote?

The footnote states that CoStar Group’s Nasdaq closing price on February 13, 2026, was $44.99. This price matches the per-share value used for the 3,576-share tax-withholding disposition, showing that the transaction was priced at the prior business day’s market close.