Business Context and Reporting Period
Company: CoStar Group, Inc. (CSGP)
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2026
Event: Entry into a Material Definitive Agreement to acquire Zonda, a provider of new home construction data and homebuilder software.
Key Financial Metrics
Transaction Value: $800 million in cash at closing.
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational financial metrics as this is a transaction announcement rather than a periodic financial report.
Material Changes
The primary material change is the agreement to acquire Zonda (Bora, Inc. and its subsidiaries) from Bora Holdings Group, L.P. This transaction expands CoStar Group's portfolio into new home construction data and residential real estate marketplace solutions.
Guidance, Outlook, Risks, and Contingencies
- Conditions to Closing: The transaction is subject to customary conditions, including the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other foreign regulatory laws.
- Regulatory Risk: Closing is contingent on the absence of any governmental order prohibiting the transaction.
- Material Adverse Effect: CoStar Group's obligation to close is subject to the absence of a material adverse effect related to Zonda.
- Shareholder Approval: The transaction is not subject to approval by CoStar Group stockholders.
- Financing: The transaction is not subject to any financing condition.
- Termination: Either party may terminate if the transaction is not consummated by May 28, 2027, or if a final governmental order permanently enjoins the deal.
Investor Verification Checklist
- Verify the final closing date and whether the $800 million cash consideration remains unchanged.
- Monitor regulatory approval status under the Hart-Scott-Rodino Act and foreign jurisdictions.
- Review the full text of the Stock Purchase Agreement (Exhibit 10.1) for specific representations, warranties, and covenants.
- Assess the impact of the acquisition on CoStar Group's cash reserves and liquidity position.
- Confirm the absence of any material adverse effect on Zonda's business prior to closing.