In April 2016, the Company's Board of Directors adopted the CoStar Group 2016 Stock Incentive Plan (as amended, the “2016 Plan”), subject to stockholder approval, which was obtained on June 9, 2016. On April 28, 2025, the Board of Directors approved the CoStar Group, Inc. 2025 Stock Incentive Plan (the “2025 Plan”), subject to stockholder approval, which was obtained on June 26, 2025. All shares of common stock that were authorized for issuance under the 2016 Plan that, as of April 28, 2025, remained available for issuance under the 2016 Plan (excluding shares subject to outstanding awards) were rolled into the 2025 Plan and, following stockholder approval of the 2025 Plan, no further grants will be made under the 2016 Plan.

The 2025 Plan provides for the grant of stock options, restricted stock, restricted stock units, and stock appreciation rights to officers, employees, and directors of the Company and its subsidiaries. Stock options granted under the 2025 Plan may be non-qualified or may qualify as incentive stock options. Except in limited circumstances related to a merger or other acquisition, the exercise price for an option may not be less than the fair market value of the Company’s common stock on the date of grant. The vesting period for each grant of options, restricted stock, restricted stock units, and stock appreciation rights under the 2025 Plan is determined by the Board of Directors or a committee thereof and is generally three to four years, subject to minimum vesting periods of at least one year. In some cases, vesting of awards under the 2025 Plan may be based on performance conditions. The Company initially reserved approximately 13.2 million shares of common stock for issuance under the 2025 Plan, which included shares of common stock that were authorized and remained available for issuance under the 2016 Plan as of April 28, 2025. Any shares of common stock subject to (a) outstanding awards under the 2016 Plan as of April 28, 2025 or (b) outstanding awards under the 2025 Plan that cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised or settled in vested and nonforfeitable shares) will become authorized and unissued under the 2025 Plan. Unless terminated sooner, the 2025 Plan will terminate in June 2035, but will continue to govern unexercised and unexpired awards issued under the 2025 Plan prior to that date. Approximately 7.8 million shares were available for future grant under the 2025 Plan as of March 31, 2026.

In connection with the Matterport Acquisition, the Company assumed Matterport's 2021 Incentive Award Plan and Matterport's Amended and Restated 2011 Stock Incentive Plan, including outstanding restricted stock units and stock options originally granted by Matterport under the Assumed Matterport Plans to continuing employees. These assumed awards will vest in accordance with their original terms, generally over four years. The Company does not intend to issue further grants under these plans. Shares forfeited due to employee termination or expiration are returned to the share pool. As of March 31, 2026, approximately 2.1 million shares remained available under the Assumed Matterport Plans.


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Life (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	3,203,725	$	38.32	4	$	102
Granted	—	$	—
Exercised	(887,901)	$	9.34		$	50
Canceled or expired	—	$	—
Outstanding at March 31, 2026	2,315,824	$	49.43	4	$	16
Exercisable at March 31, 2026	2,123,056	$	46.71	4	$	16

The expected dividend yield is determined based on the Company's past cash dividend history and anticipated future cash dividend payments. The Company has never declared nor paid any dividends on its common stock and does not anticipate paying any dividends on its common stock during the foreseeable future but intends to retain any earnings for future growth of its business. Expected volatility is calculated based on historical volatility of the daily closing price of the Company's common stock over a period consistent with the expected life of the options granted. The risk-free interest rate is based on the U.S. Treasury rate with terms similar to the expected life of the options granted. The expected life for the options is determined based on multiple factors, including historical employee behavior patterns of exercising options and post-employment termination behavior as well as expected future employee option exercise patterns.

Prior to February 2026, the Company granted restricted common stock to certain executive officers, directors, and employees of the Company which vest over a specific service period. Executive officers also received restricted common stock that vests based on the achievement of certain operating performance goals over a three-year performance period. The grant of awards with performance conditions supported the Company’s goal of aligning executive incentives with long-term stockholder value and ensuring that executive officers have a continuing stake in the long-term success of the Company.

The vesting of restricted common stock is subject to continuing employment requirements. Certain performance-based restricted common stock awards are also subject to a market condition such that the actual number of shares that vest at the end of the respective three-year period is determined based on the Company’s achievement of performance goals and an established Company specific TSR factor relative to the S&P 500 Index over the same three-year performance period. At the end of the three-year performance period, if the performance condition is achieved at or above the pre-established threshold, the number of shares earned is further adjusted by a TSR payout percentage, which ranges between 80% and 120%, based on the Company’s TSR performance relative to that of S&P 500 Index over the respective three-year period.

There were no performance-based restricted stock awards with market conditions granted during the three months ended March 31, 2026. The Company estimates the fair value of its performance-based restricted stock awards with market conditions on the date of grant using a Monte-Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards. Expense is only recorded for awards that are expected to vest, net of estimated forfeitures. The assumptions used to estimate the fair value of performance-based restricted stock awards with market conditions granted in the three months ended March 31, 2025 were as follows:

The expected dividend yield is determined based on the Company's past cash dividend history and anticipated future cash dividend payments. The Company has never declared nor paid any dividends on its common stock and does not anticipate paying any dividends on its common stock during the foreseeable future but intends to retain any earnings for future growth of its business. Expected volatility is calculated based on historical volatility of the daily closing price of the common stock of the companies within the S&P 500 Index over a period consistent with the expected life of the awards. The risk-free interest rate is based on the U.S. Treasury rate with terms similar to the expected life of the awards. The expected life is consistent with the performance measurement period of the awards.

As of March 31, 2026, the Company determined that it was probable that at least the minimum performance goals associated with performance-based restricted stock awards with market conditions granted during 2024 and 2025 would be met by their forfeiture dates. The Company recorded a total of approximately $6 million and $1 million of stock-based compensation expense related to restricted stock awards with performance and market conditions for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company expects to record aggregate stock-based compensation expense of approximately $19 million for performance-based restricted stock awards over the remainder of 2026 and in 2027 and 2028.


	Restricted Stock Awards — without Market Condition			Restricted Stock Awards — with Market Condition
	Number of Shares	Weighted-Average Grant Date Fair Value per Share		Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested restricted stock awards at December 31, 2025	3,643,210	$	78.32	996,000	$	84.93
Granted	1,246	$	57.15	—	$	—
Vested	(981,553)	$	75.22	(69,364)	$	81.58
Canceled	(42,654)	$	77.57	(170,876)	$	81.58
Unvested restricted stock awards at March 31, 2026	2,620,249	$	79.58	755,760	$	86.00

The Company grants restricted stock units to certain executive officers, directors, and employees of the Company which vest over a specific service period. Executive officers also receive restricted stock units that vest based on the achievement of certain operating performance goals and market conditions. The grant of units with performance conditions supports the

The vesting of restricted stock units is subject to continuing employment requirements. Certain performance-based restricted stock units are subject to a market condition such that the actual number of shares that vest at the end of the respective three-year period is determined based on the Company’s achievement of performance goals and an established Company specific TSR factor relative to the S&P 500 Index over the same three-year performance period. At the end of the three-year performance period, the number of shares of the Company’s common stock to be issued is determined by the achievement of the performance condition at or above the pre-established threshold and a TSR payout percentage, which ranges between 50% and 250%, based on the Company’s TSR performance relative to that of S&P 500 Index over the respective three-year period.

The Company estimates the fair value of its performance-based restricted stock units with market conditions on the date of grant using a Monte-Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards. Expense is only recorded for units that are expected to vest, net of estimated forfeitures.

As of March 31, 2026, the Company determined that it was probable that at least the minimum performance goals associated with performance-based restricted stock units with market conditions granted during 2026 would be met by their forfeiture dates. As of March 31, 2026, the Company expects to record an aggregate stock-based compensation expense of approximately $19 million for performance-based restricted stock units over the remainder of 2026 and in 2027, 2028, and 2029.


	Restricted Stock Units — without Market Condition			Restricted Stock Units — with Market Condition
	Number of Units	Weighted-Average Grant Date Fair Value per Share		Number of Units	Weighted-Average Grant Date Fair Value per Share
Unvested restricted stock units at December 31, 2025	714,920	$	76.09	—	$	—
Granted	1,653,872	$	48.14	642,603	$	41.02
Vested	(97,035)	$	75.33	—	$	—
Canceled	(61,787)	$	72.82	—	$	—
Unvested restricted stock units at March 31, 2026	2,209,970	$	55.30	642,603	$	41.02