Labaton Keller Sucharow is Counsel in a stockholder class action brought by Plaintiff Eric Gilbert, on behalf of himself and all other similarly situated stockholders of CoStar Group, Inc.

On February 9, 2026, a stockholder of CoStar Group, Inc. (CoStar Group or the Company) filed a putative class action in the Delaware Court of Chancery (the Chancery Action), alleging inter alia that the Change in Control provision in the Company’s Executive Severance Plan violated Delaware law.  The Company and its Board of Directors (the Board) denied any and all wrongdoing. However, as previously disclosed, to avoid the cost and distraction of litigation, the Board determined that it was advisable and in the best interests of the Company and its stockholders to amend the Executive Severance Plan (as amended, the “Amended Severance Plan”) to remove a clause from the definition of “Change in Control” (the Director Clause) relating to the composition of the Board of Directors of the Company.  All other terms and provisions of the Amended Severance Plan remain unchanged and in full force and effect.  The foregoing description of the Amended Severance Plan does not  purport to be complete and is qualified in its entirety by reference to the full text of the Amended Severance Plan, a copy of which the Company filed with the U.S. Securities and Exchange Commission on February 13, 2026 as Exhibit 10.1 to a Current Report on Form 8-K.

The Chancery Action plaintiff agreed that the removal of the Director Clause in the Amended Severance Plan mooted his claims.  On February 20, 2026, this Court granted and approved a stipulation and order dismissing all claims with prejudice only as to the Plaintiff and without prejudice as to any actual or potential claims of any other members of the putative class and retaining jurisdiction to
determine Plaintiff’s application for an award of attorneys’ fees and expenses.  Without admitting any fault or wrongdoing, the Company, in its business judgment, has reached an agreement to pay $800,000.00 in attorneys’ fees and expenses to Plaintiff’s counsel as the mootness fee to resolve this matter in full satisfaction of any and all claims by Plaintiff and his counsel for fees and expenses.  On August 12, 2026, the Court entered an order that will close the case, subject to the filing of affidavits with the Court confirming compliance with the order. In entering the order, the Court did not review, and did not pass judgment on, the payment of the mootness fee.

If you have any questions about the Action, please contact Ned Weinberger at nweinberger@labaton.com or Brendan W. Sullivan at bsullivan@labaton.com.