COSTAR GROUP, INC. — Director's Dealing 2023

Feb 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2023-02-14

Reporting Person: FLORANCE ANDREW C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-14	Common Stock, par value $0.01 per share	D	68537	—	Disposed	714882	Direct
2023-02-14	Common Stock, par value $0.01 per share	A	285900	—	Acquired	1000782	Direct
2023-02-15	Common Stock, par value $0.01 per share	F	12471	$76.78	Disposed	988311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-14	Option to Acquire Common Stock	$76.78	A	73400	Acquired	2033-02-13	Common Stock (73400.0)	Direct

Footnotes

F1: Shares forfeited from February 6, 2020 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee.

F2: Includes a grant of 138,300 shares of restricted common stock that vest in three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026, and a grant of 147,600 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal.

F3: The option vests in three equal installments on February 15, 2024, February 15, 2025, and February 15, 2026.