COSTAR GROUP, INC. 8-K

What Happened CoStar Group, Inc. (CSGP) announced on February 13, 2026 that it amended its Executive Severance Plan to remove a clause in the definition of “Change in Control” that was tied to the composition of the company’s Board of Directors (the “director clause”). The amendment leaves all other terms of the severance plan unchanged. The director clause had been adopted with input from the Compensation Committee’s independent consultant and was unanimously approved by the Board and the Compensation Committee.

Key Details

• Amendment date: February 13, 2026; revised plan filed as Exhibit 10.1 to the 8-K.
• Change: removal of the board-composition “director” clause from the Change-in-Control definition; no other provisions of the plan altered.
• Rationale: the Board removed the clause at management’s request to avoid the cost and distraction of an anticipated Delaware lawsuit related to threatened proxy contests by Third Point LLC and D. E. Shaw & Co., L.P.
• The Board and Compensation Committee had previously believed the clause protected management continuity and aligned with peer practices.

Why It Matters For investors, this is a governance and executive-compensation change: narrowing the Change-in-Control definition may reduce the circumstances that would trigger severance protections tied specifically to board composition changes. The company says the change was made to avoid litigation and distraction from proxy contest-related disputes, not because of other substantive changes to executive pay. All other plan terms remain in effect, so the practical impact will depend on how the narrower definition applies in any future change-of-control or board turnover scenario.