CoStar Group (CSGP) Risk Factor Changes

If third-party suppliers upon which Matterport relies are not able to fulfill its needs, Matterport’s ability to timely and cost effectively bring its hardware products to market could be affected.

We may not be able to maintain or establish relationships with third-party listing providers, which could limit the information we have to power our products and services and impair our ability to maintain stable data…

If our websites are not prominently featured in internet search engine results, if internet search engines integrate technologies or adopt ranking methodologies that decrease traffic to our websites, or we are unable…

Any failure or alleged failure to comply with the EU AI Act (and other AI related regulations), and privacy, data protection, or consumer protection laws could lead to government enforcement actions and litigation and…

As a result, we are subject to a variety of state, national, and international laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal info…

Our actual or perceived failure to comply with privacy, security and evolving AI and data-related laws and standards could adversely affect our business, financial condition, and results of operations.

In addition, during a Covenant Suspension Period, certain customary negative and affirmative covenants contained in the 2024 Credit Agreement are suspended, including the covenants restricting affiliate transactions,…

We have a significant amount of indebtedness, which could decrease our flexibility and adversely affect our business, financial condition, and results of operations.

retain customers.

We may be subject to legal liability for collecting, displaying, or distributing information, or integrating generative AI Technologies in our products and services.

Use of new and evolving technologies, including AI, could impact our ability to protect our data and intellectual property from misappropriation by third parties.

Establishing and maintaining accurate and reliable data and analysis is challenging.

In addition, the impacts of climate-related events on the global economy and our industry are rapidly evolving.

If we are unable to maintain our chargeback rate or refund rates at acceptable levels, our processing vendors may increase our transaction fees or terminate their relationships with us.

our service providers.

•Data breach notification requirements, regulatory scrutiny, enforcement actions, legal proceedings and claims, (including class action lawsuits), and other legal and financial exposure;

Our IT Systems are vulnerable to cyberattacks and security breaches involving our customers’ or our employees’ Confidential Information, including personal or proprietary information, that is stored on or accessible t…

Tools and techniques (including AI) used to obtain unauthorized, improper, or illegal access to a target’s systems, data, or customers’ data, disable or degrade services, or sabotage systems are constantly evolving an…

The success of the Matterport Acquisition and Domain Acquisition will depend in part on our ability to realize the anticipated business opportunities and growth prospects from combining our business with that of Matte…

As a result of our acquisitions, we had approximately $6.7 billion of goodwill and intangibles as of December 31, 2025.

Many of the advertisers who advertise on our marketplaces do not have long-term contracts.

If real estate professionals or other advertisers reduce or cancel their advertising spending with us and we are unable to attract new advertisers, our operating results would be harmed.

Introducing new products may be difficult and expensive.

Competition could render our services uncompetitive and reduce our profitability.

Our services could be less attractive and our revenue may decrease if we fail to obtain or retain listings from third parties.

Attention to corporate responsibility matters may require us to incur additional costs or otherwise adversely impact our business.

Technical problems or disruptions could damage our reputation and lead to reduced demand for our information, analytics, and online marketplace services, lower revenue and increased costs.

We may be unable to realize the benefits of the Matterport Acquisition or the Domain Acquisition.

Our strategic transactions may be subject to regulatory approvals and may not be completed as contemplated.

If our websites are not prominently featured in internet search engine results, if internet search engines integrate technologies or adopt ranking methodologies that decrease traffic to our websites, or if we are unab…

If we are unable to hire qualified people for, or retain and continue to develop our sales force, or if our sales force is unproductive, our revenue could be adversely affected.

The interpretation and application of many privacy and data protection laws are uncertain.

internal and/or external customer-facing operations.

we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restr…

quantity and quality of the sale and rental data we provide, reduce customer confidence in our products and services, and cause customers to go elsewhere for real estate listings and information, which could severely…

results of operations, particularly if we elect not to raise our rates for our services to offset the increase.

Cyberattacks and security vulnerabilities could result in material harm to our reputation, business, and financial condition.

successfully or timely acquire and integrate Matterport’s business with ours, we may be unable to realize the growth, synergies, and other anticipated benefits resulting from the acquisition and our business could be…

Until the completion of the acquisition, we will operate independently of Matterport.

We may be unable to complete the acquisition of Matterport or otherwise realize the benefits of the pending Matterport acquisition, which could have an adverse effect on us.

property managers and owners, real estate agents, and other advertisers.

Introducing new products may be difficult and expensive.

It is possible that additional new laws and regulations will be adopted in the United States and in other non-U.S.

Further, the EU’s NIS 2 and its EU Member State transpositions and implementing regulations impose security obligations, including on online marketplace providers.

Separately, the EU Data Act came into effect on September 12, 2025, establishing new requirements for manufacturers of connected products and providers of related services to such products, and providers of data proce…

decisions in this area, may affect our use of AI Technologies and our ability to provide, improve, or commercialize our services, and could require additional compliance measures and changes to our operations and proc…

For example, in Europe, the EU AI Act entered into force and established a comprehensive, risk-based governance framework for AI in the EU market.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies have either entered into force in the United States and the…

The regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations.

increased compliance costs and would impose certain operating restrictions, either of which could be materially adverse to our operations and financial results.

The terms of many open source licenses have not been interpreted by U.S.

Some open source components used in the development of our products and services contain licenses requiring that we make portions of our source code publicly available or grant other licenses to our intellectual prope…

Some of our products or services contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to deliver our prod…

In addition, in the EU, the DSA governs, among other things, our potential liability for illegal services/products or content on our platforms, obligations around traceability of business users, and requires enhanced…

Further, the use of AI Technologies, whether by us or by third parties, may increase the risk that our data, intellectual property or confidential information will be inadvertently disclosed, which may result in reput…

Additionally, the scope of intellectual property protection in the field of AI and machine learning is currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the…

could require us to expend significant financial or other resources.

regarding the environmental and/or social impacts, risks, and opportunities of our business.

Technical problems or disruptions that affect either our customers’ ability to access our services, or the software, internal applications, database, and network systems underlying our services, could damage our reput…

•Unauthorized or improper disclosures of data;

Cyberattacks and security vulnerabilities could result in material harm to our reputation, business, and financial condition.

If we face supply constraints for any of the reasons described above, it may not be possible to obtain or increase supplies on acceptable terms, which may undermine our ability to satisfy customer demands in a timely…

Unexpected changes in business conditions, materials pricing, labor issues, wars, trade policies, natural disasters, health epidemics, trade and shipping disruptions, port congestions, and other factors beyond our or…

completed the Domain Acquisition.

We may be unable to realize the benefits of the acquisition of either Matterport or Domain, which could have an adverse effect on us.

advertisers reduce or end their advertising spending with us and we are unable to attract new advertisers, our advertising revenue and business, results of operations, and financial condition could be adversely affected.

With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving and unproven in many industries, including our own, and important assumptions ab…

We are expanding our operations outside of the United States, which may subject us to increased business, regulatory, and economic risks that could harm our business.

Failure to comply with the terms of the underlying open source software licenses could restrict our ability to deliver our products or services or subject us to litigation or other actions.

We may not be able to maintain or establish relationships with third-party listing providers, maintain stable data feeds, or to comply with the rules and compliance requirements of MLSs.

If third-party suppliers upon which Matterport relies are not able to fulfill its needs, Matterport's ability to timely and cost effectively bring its hardware products to market could be affected.