false 0001057352 0001057352 2025-02-28 2025-02-28

 

 

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): February 28, 2025

 

 

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, VA   22209
(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 (see General Instruction A.2. below):

 

☐

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. ☐

 

 

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

Merger Agreement

On February 28, 2025, CoStar Group, Inc., a Delaware corporation (“CoStar Group”), completed the previously announced acquisition contemplated by the Agreement and Plan of Merger and Reorganization, dated as of April 21, 2024 (the “Merger Agreement”), by and among CoStar Group, Matterport, Inc., a Delaware corporation (“Matterport”), Matrix Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of CoStar Group (“Merger Sub I”), and Matrix Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of CoStar Group (“Merger Sub II”). Pursuant to the Merger Agreement, among other things, (i) Merger Sub I was merged with and into Matterport (the “First Merger”), with Matterport surviving the First Merger as a wholly-owned subsidiary of CoStar Group (the “Surviving Corporation”) and (ii) as the Threshold Percentage (as defined in the Merger Agreement) was at least 40%, immediately following the First Merger and as part of a single integrated transaction, the Surviving Corporation was merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of CoStar Group.

Upon completion of the Mergers, pursuant to the terms and conditions of the Merger Agreement, each share of Matterport Class A common stock, par value $0.0001 per share (the “Matterport Common Stock”), issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) (other than any cancelled shares) was converted into (i) a number of shares of common stock of CoStar Group, par value $0.01 per share (each, a “CoStar Share”), equal to 0.03552 (the “Exchange Ratio”) and (ii) $2.75 in cash per share, without interest. The Exchange Ratio was determined based on the average of the volume-weighted average prices at which the CoStar Shares traded on Nasdaq Global Select Market for the twenty (20) consecutive Trading Days (as defined in the Merger Agreement) ending on (and including) the Trading Day that was three (3) Trading Days prior to the date of the First Effective Time (the “Average Parent Share Price”) and was subject to a symmetrical collar, pursuant to which, because the Average Parent Share Price was less than or equal to $77.42, the Exchange Ratio was set at 0.03552. Holders of Matterport Common Stock received cash in lieu of fractional CoStar Shares.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference in its entirety.

 

Item 7.01

Regulation FD Disclosure.

Following consummation of the Mergers, on February 28, 2025, CoStar Group issued a press release announcing the completion of the Mergers. A copy of the press release is hereby furnished as Exhibit 99.1 to this Current Report.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report 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, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following documents are filed herewith as exhibits to this Current Report:

 

Exhibit
No.

   

Description

2.1    Agreement and Plan of Merger and Reorganization, dated April 21, 2024, by and among CoStar Group, Inc., Matterport, Inc., Matrix Merger Sub, Inc. and Matrix Merger Sub II LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024).
99.1*    Press Release, dated February 28, 2025.
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

*

Filed herewith.

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.

Date: February 28, 2025     By:  

/s/ Christian M. Lown

    Name:   Christian M. Lown
    Title:   Chief Financial Officer

Exhibit 99.1

CoStar Group Completes Acquisition of Matterport, Ushering in a New Era of 3D Digital Twins and AI-Powered Real Estate Innovation

CoStar Group and Matterport to deepen their focus in AI, computer vision, and machine learning, advancing property insights and driving the growth of digital twin technology across the global commercial and residential real estate sector

Arlington, Virginia (February 28, 2025) – CoStar Group, Inc. (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information, and analytics in the property markets, announced today the successful completion of its previously announced acquisition of Matterport, Inc. (NASDAQ: MTTR), the global leader in 3D digital twin technology. This powerful combination brings together two industry pioneers to accelerate the adoption of AI-driven digital twin technology across the global real estate landscape.

“CoStar Group and Matterport have long shared a vision of digitizing the real estate industry, and today, we officially unite to realize that future together,” said Andy Florance, Founder and Chief Executive Officer of CoStar Group. “Matterport’s cutting-edge 3D capture and AI-powered property insights have already transformed how residential and commercial properties are marketed and experienced. By integrating Matterport’s groundbreaking digital twin technology with our vast property data and online marketplaces, we are creating an unparalleled solution for buyers, sellers, and renters to explore properties with greater depth and insight than ever before.”

Matterport pioneered 3D digital twins, enabling property owners, buyers, and renters to experience properties with immersive accuracy from anywhere in the world. With over 14 million spaces and 50 billion square feet digitized across 177 countries, Matterport has built the world’s largest and most precise spatial data library, empowering real estate professionals with powerful insights and visualization tools.

“This is an exciting milestone for Matterport, as we join forces with CoStar Group to accelerate our impact on the global real estate industry,” said RJ Pittman, Chairman and CEO of Matterport. “From residential to commercial, our technology is redefining how residential and commercial spaces are discovered, marketed, and transacted. With CoStar Group’s scale and resources, we can fast-track innovation, deepen AI-driven analytics, and deliver even greater value to our customers worldwide.”

CoStar Group and Matterport are committed to further investing in AI, computer vision, and machine learning to improve property analytics, optimize operational efficiency, and broaden the use of digital twin technologies throughout the real estate industry. As the demand for remote property exploration and data-driven decision-making continues to grow, this merger positions the combined company at the forefront of the next generation of real estate technology.

The opportunity ahead is vast—there are more than four billion residential and commercial buildings on the planet, roughly twice as many as there are websites on the internet today. Yet, the vast majority of these spaces remain largely undigitized. With the property sector representing a $327 trillion asset class—the largest in the world by several times—the need for accurate, data-driven insights has never been greater. Together, CoStar Group and Matterport are poised to lead this digital transformation, bringing AI-powered intelligence, 3D digital twins, and next-generation property insights to every corner of the built world. This is just the beginning.

###

About CoStar Group, Inc.

CoStar Group (NASDAQ: CSGP) is the global leader in commercial real estate information, analytics, and online marketplaces. Founded in 1986, CoStar Group is dedicated to digitizing the world’s real estate, empowering all people to discover properties, insights, and connections that improve their businesses and lives.

CoStar Group’s major brands include CoStar, a leading global provider of commercial real estate data, analytics, and news; LoopNet, the most trafficked commercial real estate marketplace; Apartments.com, the leading platform for apartment rentals; and Homes.com, the fastest-growing residential real estate marketplace. CoStar Group’s industry-leading brands include STR, a global leader in hospitality data and benchmarking, Ten-X, an online platform for commercial real estate auctions and negotiated bids and OnTheMarket, a leading residential property portal in the United Kingdom.

CoStar Group’s websites attracted over 134 million average monthly unique visitors in the fourth quarter of 2024, serving clients around the world. Headquartered in Arlington, Virginia, CoStar Group is committed to transforming the real estate industry through innovative technology and comprehensive market intelligence. From time to time, we plan to utilize our corporate website as a channel of distribution for material company information. For more information, visit CoStarGroup.com.

Forward-Looking Statements This press release contains forward-looking statements regarding the anticipated benefits of the merger, investment in Matterport’s technology, and expansion of digital twin applications. These statements involve risks and uncertainties, including but not limited to market conditions, competitive pressures, and regulatory factors. Actual results may differ materially. CoStar Group and Matterport disclaim any obligation to update forward-looking statements, except as required by law.

Advisors

J.P. Morgan Securities is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to CoStar Group.

Qatalyst Partners is serving as financial advisor and Foley & Lardner LLP is serving as legal advisor to Matterport.

News Media: 

Matthew Blocher

Vice President

CoStar Group Corporate Marketing & Communications

(202) 346-6775

mblocher@costar.com

Investor Relations: 

Rich Simonelli

Head of Investor Relations

CoStar Group Investor Relations

(202) 346-5649

getrich@costar.com

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