CoStar Group (CSGP) General Counsel gains 21,920-share equity award

Rhea-AI Filing Summary

CoStar Group’s General Counsel and Secretary, Gene Boxer, received a stock-based compensation award. On March 10, 2026, he acquired 21,920 shares of CoStar Group common stock at a stated price of $0.00 per share, bringing his direct holdings to 95,945 shares.

According to the footnote, under the Management Stock Purchase Plan, all or part of his annual cash incentive was converted into Deferred Stock Units at $46.34 per unit, and the company granted an equal number of Restricted Stock Units that vest in full after four years. This is a compensation-related, non-market transaction rather than an open-market purchase or sale.

Insights

Equity Compensation Analyst

Routine equity compensation grant converting bonus into deferred stock and RSUs.

The transaction shows Gene Boxer receiving 21,920 shares of common stock as part of CoStar’s Management Stock Purchase Plan. His award stems from converting an annual cash incentive into Deferred Stock Units priced at $46.34 per unit.

This is classified as a grant or award, not an open-market trade, so it carries limited signaling value about his view of the stock. After the award, he directly holds 95,945 shares, highlighting continued equity-based alignment with shareholders via stock and Restricted Stock Units that vest after four years.

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^*

Boxer Gene

(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)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A		21,920	A	(1)	95,945	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. Pursuant to the Management Stock Purchase Plan, all or a portion of the reporting person's annual cash incentive amount was converted to Deferred Stock Units (each equivalent to one share of common stock) at $46.34 per unit, and the Company awarded the reporting person Restricted Stock Units that vest in full after four years for an equal number of shares of common stock.

Remarks:

	/s/ Gene Boxer	03/11/2026
	** 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) insider Gene Boxer report on this Form 4?

Gene Boxer reported acquiring 21,920 shares of CoStar Group common stock as a stock-based compensation award. The shares came through the company’s Management Stock Purchase Plan, reflecting conversion of an annual cash incentive into equity rather than an open-market purchase or sale.

Is Gene Boxer’s CoStar Group (CSGP) Form 4 transaction a market buy or sell?

The filing shows no market buy or sell. Instead, Gene Boxer received 21,920 shares via a grant/award transaction, linked to converting his annual cash incentive into Deferred Stock Units and Restricted Stock Units under CoStar’s Management Stock Purchase Plan, with no open-market trade reported.

How many CoStar Group (CSGP) shares does Gene Boxer hold after this Form 4?

After the reported award, Gene Boxer directly holds 95,945 shares of CoStar Group common stock. This figure reflects his position following the grant of 21,920 shares under the Management Stock Purchase Plan and shows his ongoing equity stake in the company’s stock.

How was the CoStar Group (CSGP) equity award to Gene Boxer valued?

The footnote states that his annual cash incentive was converted into Deferred Stock Units valued at $46.34 per unit. CoStar then granted an equal number of Restricted Stock Units, providing 21,920 shares that vest after four years as part of his compensation package.

What type of equity instruments did CoStar Group (CSGP) grant to Gene Boxer?

CoStar converted his cash incentive into Deferred Stock Units, each equivalent to one share of common stock, and awarded an equal number of Restricted Stock Units. These RSUs vest in full after four years, giving him long-term, stock-based compensation rather than immediate cash.

Does Gene Boxer’s CoStar Group (CSGP) Form 4 indicate remaining derivative positions?

The derivative section in this Form 4 is empty, indicating no derivative transactions such as options or warrants are reported here. The focus is solely on 21,920 shares of common stock granted through Deferred Stock Units and Restricted Stock Units under the company’s compensation plan.