COSTAR GROUP, INC.

Previous wording

Until the completion of the Zonda Acquisition, we will operate independently of Zonda. It is possible that the pendency of the Zonda Acquisition could result in the loss of key employees, higher than expected costs, diversion of management attention, or the disruption of our ongoing businesses, which may adversely affect the combined company’s ability to maintain relationships with customers, vendors, and employees or to achieve the anticipated benefits of the Zonda Acquisition.

Current wording

Following the acquisition, it is possible that there could be a loss of key employees, higher than expected costs, diversion of management attention, or the disruption of our ongoing businesses, which may adversely affect the combined company’s ability to maintain relationships with customers, suppliers, and employees or to achieve the anticipated benefits of the Zonda Acquisition.

Previous wording

The success of the Zonda Acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities and growth prospects from combining our business with that of Zonda. We may never realize these business opportunities and growth prospects. Integrating operations and employees will require significant efforts and expenditures. If we are unable to successfully or timely acquire and integrate Zonda’s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the Zonda Acquisition and our business could be adversely affected.

Current wording

The success of the Zonda Acquisition will depend in part on our ability to realize the anticipated business opportunities and growth prospects from combining our business with that of Zonda. We may never realize these business opportunities and growth prospects. Integrating operations and employees will require significant efforts and expenditures. If we are unable to successfully integrate Zonda’s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the Zonda Acquisition and our business could be adversely affected.

Previous wording

We may be unable to complete the acquisition of Zonda or otherwise realize the benefits of the pending Zonda acquisition, which could have an adverse effect on us.

Current wording

We may be unable to complete the acquisition of Vexcel or otherwise realize the benefits of the pending Vexcel Acquisition, which could have an adverse effect on us.

Previous wording

On May 28, 2026, we announced that we had entered into the Zonda Agreement, to acquire Zonda. Pursuant to the Zonda Agreement, and subject to the terms and conditions contained therein, at the closing of the Zonda Acquisition, among other things, we will acquire all of the issued and outstanding capital stock of Zonda in a cash transaction. The closing of the Zonda Acquisition is subject to certain customary closing conditions, including, among others: expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain other regulatory laws; the absence of any law, order, decree, ruling or injunction of a governmental authority with jurisdiction prohibiting or making illegal the consummation of the Zonda Acquisition; the accuracy of each party’s representations and warranties and the performance and compliance by each party with its respective covenants in each case subject to certain qualifiers; there not having occurred since the date of the Zonda Agreement any event, development, change or occurrence that has had or would reasonably be expected to have had, individually or in the aggregate, a material adverse effect; and the delivery of customary closing documents.

Current wording

On October 26, 2026, we announced that we had entered into the Merger Agreement, to acquire Vexcel. Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, at the closing of the Merger, among other things, we will acquire all of the issued and outstanding capital stock of Vexcel in a cash transaction. The closing of the Vexcel Acquisition is subject to certain customary closing conditions, including, among others: expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain other regulatory laws; the absence of any law, order, decree, ruling, or injunction of a governmental authority with jurisdiction prohibiting or making illegal the consummation of the Vexcel Acquisition; the accuracy of each party’s representations and warranties and the performance and compliance by each party with its respective covenants in each case subject to certain qualifiers; there not having occurred since the date of the Merger Agreement any event, development, change, or occurrence that has had or would reasonably be expected to have had, individually or in the aggregate, a material adverse effect; and the delivery of customary closing documents. Until the completion of the Vexcel Acquisition, we will operate independently of Vexcel. It is possible that the pendency of the Vexcel Acquisition could result in the loss of key employees, higher than expected costs, diversion of management attention, or the disruption of our ongoing businesses, which may adversely affect the combined company’s ability to maintain relationships with customers, vendors, and employees or to achieve the anticipated benefits of the Vexcel Acquisition. We have incurred, and we will continue to incur, transaction fees, including legal, regulatory, and other costs associated with closing the Vexcel Acquisition, as well as expenses related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We may be unable to offset transaction and integration- related costs with the realization of other efficiencies related to the integration of the business. The success of the Vexcel Acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities and growth prospects from combining our business with that of Vexcel. We may never realize these business opportunities and growth prospects. Integrating operations and employees will require significant efforts and expenditures. If we are unable to successfully or timely acquire and integrate Vexcel’s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the Vexcel Acquisition and our business could be adversely affected.

Previous wording

(2)In December 2025, the Board of Directors approved the Stock Repurchase Program which authorizes the repurchase of up to $1.5 billion of outstanding CoStar Group Shares, with no expiration date. During the three months ended June 30, 2026, the Company repurchased 2.4 million CoStar Group Shares for an aggregate cost of $83 million. See Note 13 for further discussion regarding the Stock Repurchase Program and stock repurchase activity.

Current wording

(2)In December 2025, the Board of Directors approved the Stock Repurchase Program which authorizes the repurchase of up to $1.5 billion of outstanding CoStar Group Shares, with no expiration date. During the three months ended September 30, 2026, the Company repurchased 2.7 million CoStar Group Shares with a market value of $81 million. See Note 13 for further discussion regarding the Stock Repurchase Program and stock repurchase activity.