CSGP: Material agreement · Company disclosure

Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2026, CoStar Group, Inc. (“CoStar Group” or the “Company”), through its wholly owned subsidiary, CoStar Realty Information, Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Bora Holdings Group, L.P., a Delaware limited partnership (the “Seller”), and Bora, Inc., a Delaware corporation (together with its subsidiaries, “Zonda”), to acquire Zonda, a leading provider of new home construction data, homebuilder software, and residential real estate marketplace solutions, for $800 million in cash at closing (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 law, order, decree, ruling or injunction of a governmental authority with jurisdiction 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 Purchase Agreement, and CoStar Group’s obligation to consummate the Transaction is subject to the absence of a material adverse effect related to Zonda. Consummation of the Transaction is not subject to approval by the stockholders of CoStar Group or to any financing condition. The Purchase Agreement contains certain termination provisions for CoStar Group and the Seller, including the right of either party to terminate the Purchase Agreement if