Business Context and Reporting Period
Company: CoStar Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Principal Executive Offices: Arlington, VA
Key Financial Metrics
This filing does not contain financial performance data. The document reports on a corporate governance amendment rather than financial results. Consequently, no values are provided for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
On February 13, 2026, the Company amended its Executive Severance Plan to remove a specific provision known as the "director clause" from the definition of "Change in Control." This clause previously related to the composition of the Board of Directors. All other terms of the plan remain unchanged.
Management Commentary and Risks
- Rationale for Change: The Board and Compensation Committee removed the clause at management's request to avoid unnecessary costs and distractions associated with an opportunistic lawsuit filed in Delaware.
- Context: The lawsuit sought to advance misleading narratives arising from threatened proxy contests by Third Point LLC and D. E. Shaw & Co., L.P.
- Original Intent: The removed clause was originally designed to protect management continuity and was comparable to peer group executive severance programs.
- Approval: The original plan and the amendment were unanimously approved by the Board and the Compensation Committee.
Investor Verification Checklist
- Review the full text of the Amended Executive Severance Plan attached as Exhibit 10.1.
- Monitor ongoing developments regarding the proxy contests by Third Point LLC and D. E. Shaw & Co., L.P.
- Assess potential impacts of the Delaware lawsuit on the Company's legal expenses and management focus.
- Verify if the removal of the director clause alters the Company's stance on future governance challenges.