Item 8.01. Other Events.

On September 20, 2022, CoStar Group, Inc. ("CoStar") issued 10,656,436 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 $750 million, pursuant to an underwriting agreement, dated September 16, 2022 (the "Underwriting Agreement"), among CoStar and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, which agreement is filed herewith as Exhibit 1.1.

The opinion of Latham & Watkins 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, 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
No.         Description

1.1           Underwriting Agreement, dated September 16, 2022, among CoStar
            Group, Inc. and Goldman Sachs & Co. LLC and J.P. Morgan Securities
            LLC.

5.1           Opinion of Latham & Watkins LLP.

23.1          Consent of Latham & Watkins 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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