CoStar Group (CSGP) CEO awarded 124K stock units in incentive plan

Rhea-AI Filing Summary

CoStar Group, Inc. reported that President and CEO Andrew C. Florance acquired 124,162 shares of common stock through an equity award. Under a Management Stock Purchase Plan, his annual cash incentive was converted into Deferred Stock Units at $46.34 per unit, and he received Restricted Stock Units for an equal number of shares that vest in full after four years. Following this grant, he directly holds 1,651,435.03 shares of CoStar common stock, reflecting a sizable, compensation-related increase rather than an open-market purchase.

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
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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)
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		124,162	A	(1)	1,651,435.03	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. 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, Attorney-in-Fact	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 insider transaction did CoStar Group (CSGP) disclose for its CEO?

CoStar Group disclosed that President and CEO Andrew C. Florance received an equity award of 124,162 common shares. The award came through a Management Stock Purchase Plan, converting his cash incentive into stock-based compensation rather than an open-market transaction.

How many CoStar (CSGP) shares does CEO Andrew Florance hold after this Form 4?

After the reported award, Andrew Florance directly holds 1,651,435.03 CoStar common shares. This figure reflects his updated post-transaction position and shows the grant is meaningful but still a portion of his overall equity stake in the company.

Was the CoStar (CSGP) CEO’s Form 4 transaction an open-market stock purchase?

No, the transaction was not an open-market purchase. It was a grant classified as a compensation-related acquisition, where the CEO’s annual cash incentive was converted into stock units under a Management Stock Purchase Plan instead of receiving cash.

What are the key terms of the CoStar (CSGP) equity units granted to the CEO?

The filing states the CEO’s annual cash incentive was converted into Deferred Stock Units at $46.34 per unit, and he was awarded an equal number of Restricted Stock Units. These Restricted Stock Units vest in full after four years, subject to continued service conditions.

How many CoStar (CSGP) shares were involved in the CEO’s latest equity award?

The Form 4 reports that 124,162 shares of CoStar common stock were awarded to CEO Andrew Florance. This amount corresponds to stock units granted under the Management Stock Purchase Plan, tied to the conversion of his annual cash incentive compensation.

What does CoStar’s Management Stock Purchase Plan do for executives like the CEO?

The Management Stock Purchase Plan allows all or part of an executive’s annual cash incentive to be converted into Deferred Stock Units. In this case, the CEO also received Restricted Stock Units for an equal number of shares, aligning compensation more closely with long-term stock performance.