CoStar Group (CSGP) SVP reports issuer and tax-related share disposals

Rhea-AI Filing Summary

COSTAR GROUP, INC. Senior VP of Global Operations Lisa Ruggles reported two disposals of common stock tied to equity compensation on February 19, 2026. She transferred 17,583 shares back to the company in an issuer disposition following certification of performance results from a February 14, 2023 performance stock grant. She also disposed of 3,219 shares at $49.07 per share to cover tax obligations related to her award. After these transactions, she directly owns 186,823 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^*

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)
02/19/2026

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		17,583(1)	D	$0	190,042	D
Common Stock, par value $0.01 per share	02/19/2026		F		3,219	D	$49.07(2)	186,823	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.
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FAQ

What insider transactions did CSGP executive Lisa Ruggles report on this Form 4?

Lisa Ruggles reported two stock disposals. She returned 17,583 shares to CoStar Group in an issuer disposition and disposed of 3,219 shares to satisfy tax obligations related to equity compensation granted under a 2023 performance stock award.

Were Lisa Ruggles’ CSGP share disposals open-market sales?

The reported CSGP share disposals were not open-market sales. One was an issuer disposition of 17,583 shares back to CoStar Group, and the other was a 3,219-share tax-withholding transaction to cover liabilities from an equity award.

How many CSGP shares does Lisa Ruggles own after these Form 4 transactions?

After the reported transactions, Lisa Ruggles directly owns 186,823 shares of CoStar Group common stock. This figure reflects the impact of both the issuer disposition and the tax-withholding share transfer reported on the Form 4.

What was the price used for the CSGP tax-withholding share disposition?

The tax-withholding disposition used a price of $49.07 per CSGP share. This price matches CoStar Group’s Nasdaq closing price on February 19, 2026, and was applied to 3,219 shares delivered to cover tax liabilities.

Why were 17,583 CSGP shares forfeited by Lisa Ruggles?

The 17,583 CSGP shares were forfeited from a February 14, 2023 performance restricted stock grant. The forfeiture occurred when the Compensation Committee certified the actual achievement level of the performance goal tied to that award.

What role does Lisa Ruggles hold at CoStar Group (CSGP)?

Lisa Ruggles serves as Senior Vice President, Global Operations at CoStar Group. Her Form 4 filing details equity compensation-related stock disposals and her resulting direct ownership of 186,823 shares of CoStar Group common stock.