Item 8.01. Other Events.

On May 26, 2020, CoStar Group, Inc. ("CoStar") issued 2,290,076 shares of its common stock, par value $0.01 per share (the "Shares"), pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-238500), for an aggregate purchase price of $1.5 billion, pursuant to an underwriting agreement, dated May 20, 2020 (the "Underwriting Agreement"), among CoStar and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters the ("Underwriters") listed on Schedule 1 to the Underwriting Agreement, which agreement is filed herewith as Exhibit 1.1. The Company also granted the Underwriters a 30-day option to purchase up to 343,511 additional Shares (the "Option Shares").

On May 26, 2020, the Underwriters exercised in full their option to purchase the Option Shares. On May 28, 2020, the Company issued 343,511 Option Shares to the Underwriters, for an aggregate purchase price of $225.0 million.

The opinion of Gibson, Dunn & Crutcher LLP, relating to the validity of the shares of common stock offered and sold pursuant to the Underwriting Agreement, is filed herewith as Exhibit 5.1.

The foregoing description of the Underwriting Agreement, Shares, Option Shares and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these documents and securities, forms or copies of which are incorporated by reference or are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.




Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.



Exhibit  Description
No.

  1.1    Underwriting Agreement, dated May 20, 2020 among CoStar Group, Inc. and
         Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as
         representatives of the several Underwriters listed on Schedule 1 to the
         Underwriting Agreement.

  5.1    Opinion of Gibson, Dunn & Crutcher LLP.

  23.1   Consent of Gibson, Dunn & Crutcher LLP (set forth in Exhibit 5.1).

104      The cover page from this Current Report on Form 8-K, formatted as Inline
         XBRL.

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