CSGP

EX-99.2

4 exhibit992-vexcelpressre.htm

EX-99.2

exhibit992-vexcelpressre

Exhibit 99.2 CoStar Group to Acquire Vexcel, Adding the World’s Largest Survey Grade High- Resolution Aerial Imagery Program to Power Richer Search and Discovery Across CoStar with Tens of Billions of New AI-Derived Data Fields Vexcel’s imagery covers more than 45 countries, 320 major global metros and 99.6% of the U.S. Population and is licensed by the world’s largest technology companies ARLINGTON, Va. October 27, 2026 - CoStar Group, Inc. (NASDAQ: CSGP), a leading global provider of online real estate marketplaces, information, analytics, and digital twins in the property markets, announced today that it has entered into a definitive agreement to acquire Vexcel Group, Inc. (“Vexcel”), the operator of one of the world’s largest survey-grade aerial imagery programs, for approximately $730 million in cash. Built on decades of investment in aerial capture technology and data processing, Vexcel captures more than 60 million images a year drawn from millions of square kilometers of aerial collection. Its geographic scope spans more than 45 countries and 320 major global metros, covering 99.6% of the U.S. Population. Its comprehensive program includes refreshing major U.S. metros up to three times a year and flying disaster zones within 24 hours of the event – giving up to date intelligence on changes to real estate. Vexcel also designs and manufactures the UltraCam family of aerial cameras and controls the capture technology, the aircraft and the processing pipeline end to end. This enables them to deliver resolutions of 7.5 to 15 centimeters – roughly 16 times finer than typical satellite imagery. It converts that imagery into survey-grade property, parcel, and infrastructure intelligence used for insurance underwriting, catastrophe response, infrastructure planning, digital mapping, location intelligence, and AI applications. Vexcel generated revenue of more than $140 million in the last twelve months, up over 30% the previous twelve months, on recurring multi-year data contracts, with an Adjusted EBITDA margin of approximately 20%. “Since 1989, CoStar Group has deployed thousands of researchers in vehicles driving tens of millions of miles across hundreds of cities on multiple continents to find, document and photograph real estate, tenants, and construction,” said Andy Florance, Founder and Chief Executive Officer of CoStar Group. “Since then, we have inspected and photographed millions of properties. This direct observation and capture of on-the-ground facts has differentiated CoStar Group from its competitors, making us the leading CRE information solution in the world.” “Rapid technology advances in aerial photography and lidar are enabling Vexcel to produce extremely high-resolution images and survey-grade measurements of land, houses, office buildings, industrial properties, retail properties, apartment buildings, construction sites, and other infrastructure in the built environment. Combining these high-resolution images with the rapidly evolving capabilities of AI to semantically recognize and extract information and features from properties, we believe we can capture hundreds of data fields per property, across the approximately half a billion properties captured by Vexcel, creating a transformative, new, ultra-low-

cost proprietary data source that makes CoStar even more valuable, more accurate, and timelier.” CoStar Group also believes that it can accelerate Vexcel’s revenue growth by growing its sales force and leveraging CoStar Group’s 2,000 salespeople who already have existing relationships with many of Vexcel’s best prospects. “For decades, Vexcel has invested in creating highly accurate geospatial data that customers rely on every day,” said Erik Jorgensen, Chief Executive Officer of Vexcel. “By joining CoStar Group, we gain the scale, technology, and resources to broaden our reach, accelerate innovation, and deliver even greater value to customers worldwide.” Following the closing, Vexcel will continue to operate its data program under the Vexcel brand and to serve its customers and partners worldwide. Erik Jorgensen and the Vexcel leadership team will continue to lead the business. CoStar Group expects to fund the acquisition from cash on hand and its existing revolving credit facility. The acquisition is expected to be accretive to Adjusted EPS in the first full year of ownership and to close in the first quarter of 2027 subject to customary closing conditions and regulatory approvals. Goldman Sachs served as exclusive financial advisor and Latham & Watkins served as legal advisor to CoStar Group. William Blair served as exclusive financial advisor and Snell & Wilmer served as legal advisor to Vexcel. ### About CoStar Group CoStar Group (NASDAQ: CSGP) is a leading global provider of online real estate marketplaces, information, analyt

csgp-20260728

0001057352false00010573522026-07-282026-07-28

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 28, 2026

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.)

1201 Wilson Blvd.Arlington,VA22209

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (202) 346-6500

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 classTrading SymbolName of each exchange on which registered

Common Stock ($0.01 par value)CSGPNasdaq 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.

o

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2026, CoStar Group, Inc. (“CoStar Group” or the “Company”) announced its financial and operating results for the quarter ended June 30, 2026. The full text of the press release (the “Press Release”) issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and the Press Release shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission (the "SEC"), whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

Exhibit No.Description

99.1

CoStar Group, Inc. Press Release dated July 28, 2026

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

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: /s/ Christian M. Lown

Date:July 28, 2026Name: Christian M. Lown

Title: Chief Financial Officer

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