CoStar Group Resolves Delaware Litigation
ARLINGTON, Va. – August 14, 2026 – CoStar Group, Inc. (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information and analytics in the property markets, today confirmed that the Delaware Court of Chancery has entered an order closing litigation relating to the Company's Executive Severance Plan, denying all wrongdoing.
On February 9, 2026, a stockholder of CoStar Group filed a putative class action in the Delaware Court of Chancery (the "Chancery Action"), alleging, among other things, that the Change in Control provision in the Company's Executive Severance Plan violated Delaware law. CoStar Group and its Board of Directors (the "Board") denied any and all wrongdoing.
As previously disclosed, to avoid the cost and distraction of litigation, the Board determined that it was advisable and in the best interests of the Company and its stockholders to amend the Executive Severance Plan (as amended, the "Amended Severance Plan") to remove a clause from the definition of "Change in Control" relating to the composition of the Board (the "Director Clause"). All other terms and provisions of the Amended Severance Plan remain unchanged and in full force and effect. The Company filed the full text of the Amended Severance Plan with the U.S. Securities and Exchange Commission on February 13, 2026 as Exhibit 10.1 to a Current Report on Form 8-K.
The plaintiff in the Chancery Action agreed that removal of the Director Clause mooted his claims. On February 20, 2026, the Court granted and approved a stipulation and order dismissing all claims with prejudice as to the plaintiff and without prejudice as to any other members of the putative class, while retaining jurisdiction to determine the plaintiff's application for an award of attorneys' fees and expenses.
Without admitting any fault or wrongdoing, CoStar Group, in its business judgment, agreed to pay $800,000 in attorneys' fees and expenses to the plaintiff's counsel as a mootness fee, resolving the matter in full satisfaction of any and all related claims by the plaintiff and his counsel. On August 12, 2026, the Court entered an order closing the case, subject to the filing of affidavits confirming compliance with the order. In entering the order, the Court did not review, and did not pass judgment on, the payment of the mootness fee.
Investor Relations:
Rich Simonelli
Head of Investor Relations
CoStar Group Investor Relations
(973) 896-8184
getrich@costar.com
News Media:
Matthew Blocher
Vice President
CoStar Group Corporate Marketing & Communications
(202) 346-6775
mblocher@costar.com
About CoStar Group
CoStar Group (NASDAQ: CSGP) is a global leader in commercial real estate information, analytics, online marketplaces, and 3D digital twin technology. Founded in 1986, CoStar Group is dedicated to digitizing the world's real estate, empowering all people to discover properties, insights, and connections that improve their businesses and lives. CoStar Group's major brands include CoStar, a leading global provider of commercial real estate data, analytics, and news; LoopNet, the most trafficked commercial real estate marketplace; Apartments.com, the leading platform for apartment rentals; Homes.com, the fastest-growing residential real estate marketplace; and Domain, one of Australia's leading property marketplaces. CoStar Group's industry-leading brands also include Matterport, a leading spatial data company whose platform turns buildings into data to make every space more valuable and accessible; STR, a global leader in hospitality data and benchmarking; Ten-X, an online platform for commercial real estate auctions and negotiated bids; and OnTheMarket, a leading residential property portal in the United Kingdom. CoStar Group's websites attracted over 118 million average monthly unique visitors in the second quarter of 2026, serving clients around the world. Headquartered in Arlington, Virginia, CoStar Group is committed to transforming the real estate industry through innovative technology and comprehensive market intelligence. From time to time, we plan to utilize our corporate website as a channel of distribution for material company information. For more information, visit CoStarGroup.com.
