10-K: CoStar Group Reports 19% Revenue Growth Amidst Acquisitions
Annual Report
CoStar Group's 2025 annual report reveals significant revenue growth driven by strategic acquisitions, despite a sharp decline in net income and increased operating expenses.
Summary
- Total revenue increased by 19% to $3.2 billion for the year ended December 31, 2025, up from $2.7 billion in 2024.
- Commercial Real Estate revenue grew by 18% to $1.8 billion, while Residential Real Estate revenue increased by 20% to $1.5 billion.
- Net income significantly decreased by 95% to $7 million in 2025, down from $139 million in 2024.
- The company completed three major acquisitions in 2024 and 2025: Visual Lease (November 2024), Matterport (February 2025), and Domain (August 2025).
- Cash and cash equivalents decreased from $4.7 billion in 2024 to $1.6 billion in 2025, primarily due to cash used in investing activities ($2.8 billion) and financing activities ($559 million).
- A new stock repurchase program of up to $1.5 billion was approved in December 2025, following the completion of a $500 million program in 2025.
- Operating expenses, including selling and marketing, software development, general and administrative, and customer base amortization, all saw substantial increases in 2025.
- The company is involved in legal proceedings related to the Matterport acquisition, including a $79 million damages award (plus interest) in the Brown Judgment, with a $99 million litigation accrual.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a mixed filing. While revenue growth is strong and strategic acquisitions position the company for future expansion, the significant decline in net income and cash reserves due to high investment and acquisition costs raises concerns about short-term profitability and efficiency.
Positives
- Total revenue increased by a robust 19% to $3.2 billion in 2025, demonstrating strong top-line growth.
- Both Commercial Real Estate and Residential Real Estate segments showed significant revenue growth, increasing by 18% and 20% respectively.
- Strategic acquisitions of Matterport and Domain contributed substantially to revenue, adding $147 million and $95 million respectively to their segments in 2025.
- The approval of a new $1.5 billion stock repurchase program signals confidence in future value and a commitment to shareholder returns.
- The company is deeply integrating AI into its products and internal processes, driving research efficiencies, improving data quality, and increasing product development pace.
- The company maintains a strong contract renewal rate for subscription-based services at approximately 89% for contracts with a term of at least one year.
Negatives
- Net income plummeted by 95% from $139 million in 2024 to $7 million in 2025, indicating significant pressure on profitability.
- Cash and cash equivalents decreased by $3.1 billion, from $4.7 billion to $1.6 billion, largely due to acquisition costs and share repurchases.
- Operating expenses increased significantly across all categories: selling and marketing (14%), software development (25%), general and administrative (25%), and customer base amortization (168%).
- Interest income, net, decreased by 48% to $110 million, primarily due to the reduction in cash and cash equivalents.
- The effective tax rate increased to 77% of income before income taxes in 2025, compared to 34% in 2024, primarily due to lower U.S. income.
- The company faces ongoing legal liability from the Matterport acquisition, with a $99 million litigation accrual for the Brown Judgment and additional Post-Brown Complaints.
Risks
- Inability to attract and retain new clients, particularly subscribers to information, analytics, and online marketplace services.
- Failure to successfully develop and introduce new or upgraded online marketplace services, information, and analytics, or to shift focus from current services with less demand.
- Operating in a highly competitive and rapidly changing market, potentially leading to an inability to compete successfully against existing or future competitors.
- Operating and financial results are subject to fluctuations and market cyclicality, which could negatively affect stock price.
- Global economic uncertainties and downturns or a downturn or consolidation in the real estate industry may decrease customer demand.
- Inability to hire qualified persons for, or retain and continue to develop, the sales force, or unproductivity of the sales force.
- Dependence on retaining and attracting highly capable management and operating personnel, including the Founder and CEO.
- Internal and external investments may place downward pressure on operating margins and may not produce expected results.
- Inability to increase awareness of brands, including CoStar, LoopNet, Matterport, BizBuySell, STR, Apartments.com, Homes.com, Land.com, OnTheMarket, and Domain.
- If websites are not prominently featured in internet search engine results, or if search engines integrate technologies that decrease traffic, business and operating results could be adversely affected.
- If real estate professionals or other advertisers reduce or cancel advertising spending and new advertisers cannot be attracted.
- Inability to successfully identify, finance, integrate, and/or manage costs related to acquisitions, including Matterport and Domain.
- Strategic transactions may be subject to regulatory approvals and may not be completed as contemplated.
- If third-party suppliers upon which Matterport relies are not able to fulfill its needs, Matterport's ability to timely and cost-effectively bring hardware products to market could be affected.
- Cyberattacks and security vulnerabilities could result in material harm to reputation, business, and financial condition.
- Technical problems or disruptions could damage reputation and lead to reduced demand for services, lower revenue, and increased costs.
- Significant costs associated with building out the Richmond, Virginia campus have impacted and will continue to impact financial condition and results of operations.
- Current or future geographic expansion plans may not result in increased revenue.
- Risks related to acceptance of credit cards and debit cards and facilitation of other customer payments, including fraud and chargebacks.
- Climate-related events and other events beyond control could harm the business.
- Attention to corporate responsibility matters may require additional costs or otherwise adversely impact the business.
- If unable to obtain and maintain accurate, comprehensive, or reliable data, reduced demand for services could occur.
- Inability to enforce or defend ownership and use of intellectual property, including against misappropriation by third parties using AI.
- Use of new and evolving technologies, including AI, could impact the ability to protect data and intellectual property from misappropriation.
- Potential legal liability for collecting, displaying, or distributing information, or integrating generative AI Technologies in products and services.
- Inability to obtain or retain listings from real estate brokers, agents, property owners, and apartment property managers.
- Inability to maintain or establish relationships with third-party listing providers, maintain stable data feeds, or comply with MLS rules.
- Failure to comply with the terms of underlying open source software licenses could restrict ability to deliver products or services or subject to litigation.
- International operations expose the company to increased business, regulatory, and economic risks, including foreign currency exchange rate fluctuations.
- Significant indebtedness could decrease flexibility and adversely affect business, financial condition, and results of operations.
- A lowering or withdrawal of debt ratings may increase future borrowing costs, reduce access to capital, or result in the loss of certain covenant suspensions.
- Actual or perceived failure to comply with privacy, security, and evolving AI and data-related laws and standards could adversely affect business.
- Changes in tax laws, regulations, or fiscal and tax policies, or their interpretation or enforcement, could adversely impact financial performance.
- Third-party claims, litigation, regulatory proceedings, or government investigations, regardless of merit, may significantly increase expenses and adversely affect stock price.
- No current intention to pay dividends on common stock, so return on investment depends on stock price appreciation.
- Stock repurchases under the Stock Repurchase Program are discretionary, diminish cash reserves, and could increase stock price volatility.
Future Outlook
The company expects Residential Real Estate's revenue growth rate for 2026 to accelerate due to a full year's benefit from the Domain Acquisition and an increase in Homes.com members. Commercial Real Estate's revenue growth rate is expected to moderate in 2026 due to the lack of benefit from the Matterport Acquisition realized in 2025. Key priorities for 2026 include integrating residential platforms (Homes.com in Australia and U.K.), launching additional AI-enabled features across all products, expanding CoStar offerings with new modules and analytics, and international expansion of LoopNet and CoStar in France and Australia. The company plans to leverage AI capabilities in internal processes to improve data collection, generation, and quality.
Management Comments
- We plan to continue to invest in our business and services, evaluate strategic growth opportunities, and pursue our key priorities.
- We are committed to supporting, improving, and enhancing our information, analytics, and online marketplace solutions, including expanding and improving our offerings for our client base and site users.
- We expect to continue our software development efforts to improve existing services, introduce new services, integrate and cross-sell services, integrate recently completed acquisitions, and expand and develop supporting technologies for our research, sales, and marketing organizations.
- We plan to extend the revolutionary capability of Homes AI across the Company's portfolio of leading platforms, including Apartments.com, CoStar, LoopNet, Land.com and BizBuySell.com ushering in a new era of intelligent, conversational real estate discovery.
Industry Context
StockSavvy.ai notes that CoStar Group's aggressive acquisition strategy, particularly with Matterport and Domain, positions it to capitalize on the ongoing digitization of real estate and the growing demand for 3D digital twin technology. The significant investment in AI across its product portfolio aligns with broader industry trends where AI is becoming a critical differentiator for data analysis, customer experience, and operational efficiency. While the company's expansion into international markets like Australia and the U.K. through Domain and OnTheMarket reflects a global growth ambition, it also introduces new competitive and regulatory complexities. The decline in net income despite strong revenue growth suggests that integration costs and investment in new technologies are substantial, a common challenge for companies undergoing rapid expansion and technological transformation in competitive markets.
Comparison to Industry Standards
- CoStar Group's 19% revenue growth in 2025 outpaces many traditional real estate information providers, indicating strong market penetration and successful integration of acquired assets.
- The substantial investment in AI, particularly with 'Homes AI' and its planned expansion across platforms, positions CoStar Group competitively against tech-forward real estate platforms like Zillow (Z) and Realtor.com (MOVE), which are also investing heavily in AI-driven search and user experience.
- The acquisition of Matterport, a leader in 3D digital twin technology, provides a unique competitive advantage, differentiating CoStar Group from traditional data providers and aligning with the increasing demand for immersive property experiences, similar to how companies like Autodesk (ADSK) are advancing digital twin capabilities in broader AEC (Architecture, Engineering, and Construction) sectors.
- The expansion into international markets with Domain (Australia) and OnTheMarket (U.K.) places CoStar Group in direct competition with established local players such as REA Group (REA.AX) in Australia and Rightmove (RMV.L) in the U.K., requiring significant marketing and localization efforts to gain market share.
- The decline in net income to $7 million, despite revenue growth, suggests that the company's profitability margins are under pressure due to high acquisition and integration costs, a trend that can be observed in other rapidly expanding tech companies that prioritize market share and innovation over short-term profit maximization.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Accounting Officer | NA | Cynthia Cann | 2025-11-14 | Entered into a Rule 10b5-1(c) trading plan. |
| Chief Human Resources Officer | NA | Michael Desmarais | 2025-12-04 | Entered into a Rule 10b5-1(c) trading plan. |
| President and Chief Executive Officer | NA | Andrew C. Florance | 2026-01-06 | Second Amendment to Employment Agreement entered into. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | Adopted a Code of Business Conduct and Ethics for directors, officers, contractors, and employees. | NA | Enhances ethical standards and compliance across the organization. |
| Policy Adoption | Adopted an Insider Trading Compliance Policy to govern securities transactions by directors, officers, and employees. | NA | Promotes compliance with insider trading laws and regulations. |
| Oversight Delegation | Board of Directors delegated oversight of cybersecurity and generative AI risks, controls, and procedures to the Audit Committee. | NA | Strengthens governance and risk management in critical technology areas. |
| Plan Amendment | Amended and Restated CoStar Group, Inc. Management Stock Purchase Plan (MSPP) to provide select key employees the opportunity to defer bonus/commission compensation and receive matching Restricted Stock Units. | 2025-12-03 | Aims to align management and shareholder interests and retain key talent through deferred compensation and equity awards. |
| Plan Adoption | Adopted the CoStar Group, Inc. 2026 Cash Incentive Plan to provide incentive compensation based on achievement of financial, business, and other performance criteria. | NA | Establishes a framework for performance-based cash incentives for officers and other selected individuals. |
| Plan Adoption | Adopted the Non-Employee Director Compensation Program, effective January 1, 2026, outlining cash and equity compensation for non-employee directors. | 2026-01-01 | Standardizes and formalizes compensation for independent directors, including annual cash retainers and Restricted Share Awards. |
| Plan Adoption | Adopted the CoStar Group Inc. Amended Executive Severance Plan, dated as of February 13, 2026. | 2026-02-13 | Provides clarity and structure for executive severance arrangements, potentially impacting executive retention and transition. |
Legal Proceedings
- A putative antitrust class action was filed on February 20, 2024, alleging that CoStar's STR hospitality industry benchmarking products facilitated price and supply information sharing among hotel defendants, leading to increased luxury hotel room prices. The company intends to vigorously defend against this lawsuit.
- Matterport, acquired by CoStar, is subject to the Brown Judgment, which awarded $79 million plus preand post-judgment interest for losses caused by Matterport's initial refusal to issue freely transferable shares. The Delaware Supreme Court substantially affirmed the damages award but remanded for interest calculation. A litigation accrual of $99 million has been estimated.
- Several other former Legacy Matterport stockholders have filed 'Post-Brown Complaints' alleging similar issues with invalid transfer restrictions on their shares. These cases have been consolidated and coordinated.
Stakeholder Impact
- **Shareholders:** Potential for long-term value creation through strategic acquisitions and AI integration, but short-term profitability concerns and significant cash usage for acquisitions and share repurchases may impact immediate returns. The new $1.5 billion share repurchase program could support stock price.
- **Employees:** Increased headcount due to acquisitions (Matterport, Domain) and continued investment in sales and software development roles. Expanded training and development programs, competitive compensation, and comprehensive benefits aim to attract and retain talent. Management changes and new incentive plans affect executive and key personnel.
- **Customers:** Enhanced product offerings and improved data quality through AI integration and expanded databases (Matterport 3D digital twin technology, Domain's Australian listings). Potential for more comprehensive and efficient real estate solutions across commercial and residential segments. However, potential for service changes or eliminations as acquired businesses are integrated.
- **Suppliers:** Matterport's reliance on a limited number of third-party hardware suppliers, particularly in China, poses risks of supply chain disruptions and increased costs.
- **Creditors:** The company has $1.0 billion in Senior Notes outstanding and a $1.1 billion revolving credit facility. Significant indebtedness and restrictive covenants in the credit agreement could impact financial flexibility. A lowering of debt ratings could increase borrowing costs.
Next Steps
- Integrate residential platforms, including deploying Homes.com in Australia and the U.K. through Domain and OnTheMarket.
- Leverage rentals marketing and lead generation across platforms, particularly Apartments.com and Homes.com.
- Scale Homes.com through new product releases, including depth advertising and a new homes builder program.
- Continue to develop new and improved tools for residential agents and brokers.
- Launch additional AI-enabled features across CoStar, LoopNet, Land.com, and BizBuySell.com for intelligent, conversational real estate discovery.
- Expand CoStar offerings with additional modules, including new homes data, valuation capabilities, lease benchmarking data, and debt benchmarking.
- Continue international expansion of LoopNet and CoStar, including launching LoopNet into the Australian market and CoStar in France and Australia.
- Leverage technology and AI capabilities in internal processes to improve data collection, generation, and quality.
- Repurchase approximately $700 million of CoStar Group Shares during 2026, including a planned $500 million accelerated share repurchase in Q1 2026.
Key Dates
| Date | Description |
|---|---|
| 2020-07-01 | Company issued $1.0 billion aggregate principal amount of 2.800% Senior Notes due July 15, 2030. |
| 2021-07-23 | Plaintiff William J. Brown sued Matterport and others in the Court of Chancery of the State of Delaware. |
| 2021-12-01 | Expedited trial regarding the facial validity of Matterport's Transfer Restrictions took place. |
| 2021-12-01 | Company announced plans to expand its research and technology center in Richmond, Virginia. |
| 2022-01-11 | Court ruled that Matterport's Transfer Restrictions did not apply to Brown. |
| 2022-08-01 | Consent order agreed to among the FTC staff, CoStar Group, and LoopNet in connection with the LoopNet merger expired. |
| 2022-11-01 | Company broke ground on the Richmond, Virginia campus expansion. |
| 2023-11-01 | Trial held regarding Brown's remaining claims against Matterport. |
| 2023-12-12 | CoStar UK acquired OnTheMarket, a U.K. residential property portal, for £94 million ($118 million). |
| 2024-02-22 | Post-trial hearing held for Brown's claims against Matterport. |
| 2024-02-20 | Putative antitrust class action filed against CoStar's STR hospitality industry benchmarking products. |
| 2024-02-01 | Company launched its Homes.com monetization strategy. |
| 2024-02-01 | Company closed on the purchase of an office tower and land in Arlington, Virginia. |
| 2024-05-20 | Company entered into the 2024 Credit Agreement, providing a $1.1 billion revolving credit facility. |
| 2024-05-28 | Court ruled on Brown Judgment, awarding $79 million plus preand post-judgment interest against Matterport. |
| 2024-07-01 | Universal Analytics (UA) was discontinued by Google, replaced by Google Analytics 4 (GA4) for measuring unique visitors. |
| 2024-07-19 | Damien Leostic and William Schmitt filed Post-Brown Complaints in the Chancery Court. |
| 2024-07-29 | Notice of appeal to the court's ruling on Brown Judgment filed with the Delaware Supreme Court. |
| 2024-08-12 | Brown filed a notice of cross-appeal on the Brown Judgment. |
| 2024-08-14 | Litigation bond posted and Matterport transferred $95 million in cash as collateral for the Brown Judgment. |
| 2024-08-16 | Greg Coombe filed a Post-Brown Complaint in the Chancery Court. |
| 2024-09-16 | Kimberly Burdi-Dumas filed a putative class action complaint on behalf of former Legacy Matterport stockholders. |
| 2024-09-19 | Build Legacy LLC and others filed Post-Brown Complaints in the Chancery Court. |
| 2024-10-01 | Annual goodwill impairment test date. |
| 2024-11-01 | CoStar acquired Visual Lease for $277 million. |
| 2024-11-26 | Schmitt amended his complaint to bring a class action. |
| 2024-12-06 | Burdi-Dumas complaint amended to include a second plaintiff and additional claims. |
| 2025-01-01 | Company adopted ASU No. 2023-07 (Topic 280), Improvements to Reportable Segment Disclosures. |
| 2025-01-21 | Company relocated its headquarters to 1201 Wilson Blvd., Arlington, Virginia. |
| 2025-02-01 | Board of Directors approved the Prior Stock Repurchase Program, authorizing up to $500 million in share repurchases. |
| 2025-02-01 | Company acquired approximately 17% of Domain's ordinary shares at A$4.20 per share for A$452 million ($285 million). |
| 2025-02-25 | Oral argument on the Brown Judgment appeal heard by the Delaware Supreme Court. |
| 2025-02-28 | Company completed the Matterport Acquisition for a total purchase consideration of $1.9 billion. |
| 2025-04-22 | Delaware Supreme Court substantially affirmed the Chancery Court's $79 million damages award in the Brown Judgment but remanded for interest calculation. |
| 2025-05-09 | Company entered into deal-contingent foreign currency forward contracts with an aggregate notional amount of A$2.4 billion ($1.5 billion) related to the Domain Transaction. |
| 2025-05-09 | Company entered into a binding Scheme Implementation Deed to acquire the remaining 83% of Domain for A$4.43 per ordinary share. |
| 2025-05-31 | Lease for previous headquarters at 1331 L Street, NW, Washington, D.C. expired. |
| 2025-07-04 | New federal tax legislation, H.R.1, commonly referred to as the One Big Beautiful Bill Act, was signed into law. |
| 2025-08-22 | Deal-contingent foreign currency forward contracts related to the Domain Transaction were settled. |
| 2025-08-27 | Company completed the Domain Acquisition for A$2.5 billion ($1.6 billion) for the remaining 83% of shares. |
| 2025-08-31 | Lease for previous London location expired. |
| 2025-09-12 | The EU Data Act came into effect. |
| 2025-11-06 | Company entered into an ASR agreement to repurchase $300 million of common stock. |
| 2025-11-14 | Cynthia Cann, Chief Accounting Officer, entered into a Rule 10b5-1(c) trading plan. |
| 2025-12-01 | Board of Directors approved a new Stock Repurchase Program, authorizing up to $1.5 billion in share repurchases. |
| 2025-12-03 | Board of Directors adopted the Amended and Restated CoStar Group, Inc. Management Stock Purchase Plan. |
| 2025-12-04 | Michael Desmarais, Chief Human Resources Officer, entered into a Rule 10b5-1(c) trading plan. |
| 2025-12-31 | Fiscal year ended. |
| 2026-01-01 | Non-Employee Director Compensation Program became effective. |
| 2026-01-06 | Second Amendment to Andrew C. Florance Employment Agreement entered into. |
| 2026-02-13 | CoStar Group Inc. Amended Executive Severance Plan adopted. |
| 2026-02-25 | Report of Independent Registered Public Accounting Firm issued. |
| 2026-02-25 | Annual Report on Form 10-K signed by Andrew C. Florance. |
| 2026-03-15 | Deadline for payment of Cash Incentives for Performance Periods ending in 2025, unless deferred. |
| 2026-08-02 | Majority of substantive requirements of the EU AI Act will apply. |
| 2026-12-15 | ASU No. 2024-03 (Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures) effective for fiscal years beginning after this date. |
| 2026-12-15 | ASU No. 202512 (Codification Improvements) effective for annual reporting periods beginning after this date. |
| 2027-01-01 | New guidance from ASU No. 2025-03 (Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity) will become effective. |
| 2027-12-15 | ASU No. 2025-06 (Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software) effective for annual reporting periods beginning after this date. |
| 2028-01-01 | Federal net operating loss carryforwards begin to expire. |
| 2029-05-24 | 2024 Credit Agreement revolving credit facility matures. |
| 2030-07-15 | 2.800% Senior Notes mature. |
| 2032-01-01 | Federal income tax credit carryforwards begin to expire. |
| 2032-01-01 | State net operating loss carryforwards begin to expire. |
| 2034-11-10 | Lease for principal facility in London, U.K. ends. |
| 2035-06-01 | 2025 Stock Incentive Plan terminates unless sooner. |
Recommendation
holdCoStar Group demonstrates strong revenue growth driven by strategic acquisitions and significant investments in AI and international expansion. These initiatives position the company for long-term market leadership in real estate technology. However, the substantial decline in net income, increased operating expenses, and significant cash burn due to these investments and a large share repurchase program indicate short-term profitability pressures and execution risks. The ongoing legal proceedings related to Matterport also add a layer of uncertainty. A 'hold' recommendation is appropriate as the long-term potential is compelling, but the near-term financial performance and integration challenges warrant caution until there is clearer evidence of improved profitability and successful synergy realization from the recent acquisitions.
Keywords
Real Estate Technology, Online Marketplaces, Commercial Real Estate, Residential Real Estate, AI Technologies, Acquisitions, Matterport, Domain Holdings, Visual Lease, Stock Repurchase, SEC Filing, Financial Performance, Corporate Governance, Risk Management, Data Analytics, Property Information
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