CoStar Group Announces $730M Acquisition of Aerial Imagery Leader Vexcel Group

Executive Summary

On October 27, 2026, CoStar Group, Inc. (NASDAQ: CSGP) filed a Current Report on Form 8-K disclosing two major corporate developments:

1. Material Acquisition: Entry into a definitive merger agreement to acquire Vexcel Group, Inc. for $730 million in cash.
2. Earnings Release: Reporting of financial and operating results for the third quarter ended September 30, 2026.

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Transaction Overview: Vexcel Group, Inc.

• Target: Vexcel Group, Inc., a Delaware corporation recognized as a premier provider of comprehensive aerial imagery and geospatial data programs.
• Transaction Structure: Reverse triangular merger where Velocity Merger Sub, Inc. will merge with and into Vexcel Group, Inc., with Vexcel surviving as a wholly owned subsidiary of CoStar Realty Information, Inc. (a wholly owned subsidiary of CoStar Group, Inc.).
• Purchase Price: $730,000,000 in cash, subject to standard working capital adjustments, indebtedness deductions, and cash additions at closing.
• Escrows & Adjustments:
  • Purchase Price Adjustment Escrow: $10,000,000.
  • Representations and Warranties Insurance policy with policy limits of not less than $73,000,000 and a retention cap of $3,650,000.
• Financing & Approvals:
  • Consummation is not subject to any financing conditions or approval by CoStar Group stockholders.
  • Closing is subject to customary conditions, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act and specified foreign regulatory jurisdictions.
  • Drop-dead date is established as July 27, 2027 (subject to extension under certain circumstances).

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Strategic Implications

The acquisition of Vexcel Group represents a major enhancement to CoStar's visual and spatial data capabilities. Integrating Vexcel's extensive aerial photography and high-resolution geospatial datasets aligns directly with CoStar's commercial and residential marketplace offerings (e.g., CoStar, LoopNet, Homes.com), strengthening proprietary property analytics and spatial mapping features.

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Earnings and Regulation FD Disclosures

• Item 2.02: Financial results for the quarter ended September 30, 2026 were published and furnished via Exhibit 99.1.
• Item 7.01: CoStar issued a dedicated press release concerning the Vexcel transaction, furnished via Exhibit 99.2.