Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2024

COSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware			0-24531			52-2091509
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

1331 L Street NW,

Washington,

DC

20005

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock ($0.01 par value)			CSGP			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

☐

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Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2024, the Board of Directors of CoStar Group, Inc. (“CoStar” or the “Company”) appointed Cynthia Eakin as Chief Accounting Officer of the Company, effective immediately. In her role, Ms. Eakin will serve as the Company's principal accounting officer, effective immediately, and will report to Christian Lown, who will continue to serve in his role as the Company's Chief Financial Officer and principal financial officer.

Ms. Eakin, age 57, has served in multiple other senior management and financial leadership roles at CoStar since joining the Company in October 2016. In her most recent role as Senior Vice President of Investor Relations, Ms. Eakin was responsible for working with investors, shareholders and analysts to convey CoStar’s performance, business strategy, and strategic positioning. Prior to serving as Senior Vice President of Investor Relations, she spent five years as the Company's Vice President Controller overseeing the Company's accounting, financial controls, tax and financial systems functions. Prior to joining CoStar, Ms. Eakin also spent 15 years in the positions of Chief Accounting Officer and Controller at various public and private companies. Ms. Eakin holds a BS from Virginia Polytechnic Institute & State University, a Certificate of International Business from Georgetown University, and is a Certified Public Accountant.

In connection with Ms. Eakin’s appointment, she is entitled to receive a restricted stock award with a grant date value of $750,000, with the number of shares to be awarded determined using the fair market value of the Company’s common stock on the date of grant (the “Initial RSA”). The Initial RSA will vest in four equal annual installments on each anniversary of the date of grant, subject to Ms. Eakin's continued employment with CoStar. The Initial RSA will be subject to the terms and conditions of the Company’s 2016 Stock Incentive Plan, as amended, and an award agreement thereunder.

Item 7.01     Regulation FD Disclosure.

On July 11, 2024, the Company issued a press release (the “Press Release”) regarding the appointment of Ms. Eakin as the Company’s Chief Accounting Officer and Rich Simonelli as Head of Investor Relations. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1         CoStar Group, Inc. Press Release dated July 11, 2024.

104         Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						COSTAR GROUP, INC.
						By:
Date:			July 11, 2024			/s/ Gene Boxer
						Name: Gene Boxer
						Title: General Counsel and Corporate Secretary

CoStar Group Names Rich Simonelli Head of Investor Relations and

Cyndi Eakin Chief Accounting Officer

WASHINGTON – July 11, 2024 - CoStar Group (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information, and analytics in the property markets, today announced the appointment of Rich Simonelli as Head of Investor Relations and Cyndi Eakin as Chief Accounting Officer. Each will report to Chris Lown, Chief Financial Officer of CoStar Group.

Simonelli, who previously held a similar role at CoStar Group for nine years, will rejoin the company from national real estate brokerage Compass, where he served as Senior Vice President, Investor Relations.

As an experienced manager of the integral relationship between investors and publicly traded companies, especially in the real estate industry, Simonelli is ideally suited to support CoStar Group’s investor relations efforts. At Compass, he led the brokerage’s investor relations program, ensuring stakeholders had the trust and understanding they needed to make informed decisions about supporting the company. Prior to that, Simonelli served as CoStar Group’s Vice President of Investor Relations, giving him an unparalleled understanding of the company, its investors, and its place in the real estate industry.

As the leader of the company’s investor relations efforts, Simonelli will be responsible for executing the comprehensive communication strategies needed to support long-term shareholder confidence in CoStar Group. A 35-year veteran of the industry regularly recognized by Institutional Investor magazine as one of the top investor relations professionals in the United States, Rich brings unmatched expertise cultivating relationships with institutional investors. Through his deep knowledge of investment banking, investor relations, and corporate band building, he has developed an unmatched expertise in attracting, informing and retaining world-class investors.

Eakin, who previously served as CoStar Group’s Controller, most recently served as Head of Investor Relations, working with investors, shareholders and analysts to convey CoStar Group’s performance, business strategy, and strategic positioning. In her new role, Eakin will be responsible for corporate accounting, revenue reporting, tax compliance, technical accounting and policy and financial reporting. Eakin’s strengths include her deep accounting expertise, leadership and management ability. She has played a pivotal role in supporting CoStar Group’s acquisition integration and capital raise strategies, as well as managing responsibility for the accounting, tax and financial systems functions.

“I’m delighted to welcome Rich back to CoStar Group and announce Cyndi’s promotion,” said Andy Florance, Founder and Chief Executive Officer of CoStar Group. “As we enter another era of growth for the company, I believe Rich’s experience with CoStar Group’s ambitious plans and track record of success, combined with his residential real estate industry experience, will be more relevant than ever to CoStar Group. His ability to liaise with our shareholders takes on a renewed importance. And Cyndi’s prior experience as our Controller and most recent experience in Investor Relations make her uniquely

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suited to oversee our accounting function. I look forward to seeing both Cyndi and Rich thrive in these new roles.”

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News Media Contact:

Matthew Blocher

CoStar Group

[phone]

[e-mail]

About CoStar Group, Inc.

CoStar Group (NASDAQ: CSGP) is a leading provider of online real estate marketplaces, information, and analytics in the property markets. Founded in 1987, CoStar Group conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of real estate information. CoStar is the global leader in commercial real estate information, analytics, and news, enabling clients to analyze, interpret and gain unmatched insight on property values, market conditions and availabilities. Apartments.com is the leading online marketplace for renters seeking great apartment homes, providing property managers and owners a proven platform for marketing their properties. LoopNet is the most heavily trafficked online commercial real estate marketplace with over twelve million monthly global unique visitors. STR provides premium data benchmarking, analytics, and marketplace insights for the global hospitality industry. Ten-X offers a leading platform for conducting commercial real estate online auctions and negotiated bids. Homes.com is the fastest growing online residential marketplace that connects agents, buyers, and sellers. OnTheMarket is a leading residential property portal in the United Kingdom. BureauxLocaux is one of the largest specialized property portals for buying and leasing commercial real estate in France. Business Immo is France’s leading commercial real estate news service. Thomas Daily is Germany’s largest online data pool in the real estate industry. Belbex is the premier source of commercial space available to let and for sale in Spain. CoStar Group’s websites attracted 170 million quarterly average monthly unique visitors for the first quarter of 2024. Headquartered in Washington, DC, CoStar Group maintains offices throughout the U.S., Europe, Canada, and Asia. From time to time, we plan to utilize our corporate website, CoStarGroup.com, as a channel of distribution for material company information. For more information, visit CoStarGroup.com.

Document and Entity Information Document	Jul. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 08, 2024
Entity Registrant Name	COSTAR GROUP, INC.
Entity Central Index Key	0001057352
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-24531
Entity Tax Identification Number	52-2091509
Entity Address, Address Line One	1331 L Street NW,
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20005
City Area Code	202
Local Phone Number	346-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	CSGP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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