CSGP: Material agreement · Financial results · Company disclosure

Item 1.01 Entry into Material Definitive Agreement. On October 27, 2026, CoStar Group, Inc. (“CoStar Group” or the “Company”), through its wholly owned subsidiaries, CoStar Realty Information, Inc., a Delaware corporation and Velocity Merger Sub, Inc, a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vexcel Group, Inc. a Delaware corporation (together with its subsidiaries, “Vexcel”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the stockholder representative, to acquire Vexcel, a leading provider of comprehensive aerial imagery and geospatial data programs, for $730 million in cash, subject to customary working capital and other post-closing adjustments (the “Transaction”). Consummation of the Transaction is subject to certain customary 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 foreign regulatory laws, the absence of any government, order, decree, ruling, injunction, or law prohibiting or making illegal the consummation of the Transaction. Each party’s obligation to consummate the Transaction is subject to certain other conditions, including the accuracy of the representations and warranties of the other party and compliance in all material respects by the other party with its obligations under the Merger Agreement, and CoStar Group’s obligation to consummate the Transaction is subject to the absence of a material adverse effect related to Vexcel. Consummation of the Transaction is not subject to approval by the stockholders of CoStar Group or to any financing condition. The Merger Agreement contains certain termination provisions for CoStar G