CoStar Group (CSGP) CTO forfeits and withholds shares for tax obligations

Rhea-AI Filing Summary

CoStar Group, Inc. Chief Technology Officer Frank Simuro reported two share dispositions related to equity compensation. He forfeited 30,727 shares of common stock back to the issuer from a February 14, 2023 performance restricted stock grant after the Compensation Committee certified the performance goal. He also disposed of 4,421 shares at $49.07 per share to satisfy tax withholding obligations, based on the February 19, 2026 Nasdaq closing price. After these non-market transactions, he directly owns 444,300 shares of CoStar Group common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SIMURO FRANK

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $0.01 per share	30,727	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	4,421	$49.07	$217K

Holdings After Transaction: Common Stock, par value $0.01 per share — 448,721 shares (Direct)

Footnotes (1)

1. Shares forfeited from February 14, 2023 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee. On February 19, 2026, the closing price of the Company's Common Stock on Nasdaq was $49.07.

Form 4 Insider Transactions: What Each Field Means →

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^*

SIMURO FRANK

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		D		30,727(1)	D	$0	448,721	D
Common Stock, par value $0.01 per share	02/19/2026		F		4,421	D	$49.07(2)	444,300	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. Shares forfeited from February 14, 2023 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee.

2. On February 19, 2026, the closing price of the Company's Common Stock on Nasdaq was $49.07.

Remarks:

	/s/ Gene Boxer, Attorney-in-Fact	02/23/2026
	** 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 transactions did CoStar Group (CSGP) report for Frank Simuro?

CoStar Group Chief Technology Officer Frank Simuro reported two share dispositions. He forfeited 30,727 performance-based restricted shares to the company and had 4,421 shares withheld to cover taxes, leaving him with 444,300 directly owned CoStar Group common shares after these transactions.

Were Frank Simuro’s CoStar Group (CSGP) transactions open-market sales?

No, the reported CoStar Group transactions were not open-market sales. One was a forfeiture of 30,727 performance restricted shares to the issuer, and the other was a 4,421-share disposition to cover tax liabilities using shares valued at $49.07 each.

How many CoStar Group (CSGP) shares does Frank Simuro own after the Form 4?

After the reported Form 4 transactions, Frank Simuro directly owns 444,300 CoStar Group common shares. This reflects the impact of forfeiting 30,727 performance-based restricted shares and the 4,421-share tax-withholding disposition reported for February 19, 2026.

Why were 30,727 CoStar Group (CSGP) shares forfeited by Frank Simuro?

The 30,727 CoStar Group shares were forfeited from a February 14, 2023 performance restricted stock grant. The forfeiture occurred when the Compensation Committee certified actual achievement of the performance goal, which determined the final number of shares Simuro retained from that grant.

What price was used for Frank Simuro’s CoStar Group (CSGP) tax-withholding shares?

The 4,421 CoStar Group shares used for tax withholding were valued at $49.07 per share. This price matches the February 19, 2026 closing price of CoStar Group’s common stock on Nasdaq, as referenced in the accompanying footnote to the Form 4 filing.