CoStar Group, Inc. filed a Form 8-K on October 27, 2026, disclosing that it entered into a merger agreement to acquire Vexcel Group, Inc., a provider of aerial imagery and geospatial data, for $730 million in cash, and separately announced its financial results for the quarter ended September 30, 2026.

Key Highlights

  • Acquisition price: CoStar Group agreed to acquire Vexcel Group, Inc. for $730 million in cash, subject to customary working capital and other post-closing adjustments.
  • Target description: Vexcel is described in the filing as "a leading provider of comprehensive aerial imagery and geospatial data programs."
  • Agreement parties: The Merger Agreement was entered into through CoStar Group's wholly owned subsidiaries, CoStar Realty Information, Inc. and Velocity Merger Sub, Inc., with Fortis Advisors LLC serving as the stockholder representative.
  • No stockholder or financing condition: According to the filing, consummation of the transaction is not subject to approval by CoStar Group stockholders or to any financing condition.
  • Termination deadline: Either party may terminate the Merger Agreement if the transaction is not consummated by July 27, 2027, subject to extension in certain specified circumstances.
  • Regulatory conditions: Closing requires expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain other foreign regulatory laws.
  • Quarterly results also disclosed: The company separately announced financial and operating results for the quarter ended September 30, 2026, furnished as Exhibit 99.1.

CoStar Group's $730 Million Agreement to Acquire Vexcel Group

On October 27, 2026, CoStar Group, Inc. (NASDAQ:CSGP) disclosed through a current report that it entered into an Agreement and Plan of Merger to acquire Vexcel Group, Inc. for $730 million in cash. The filing states that the transaction is subject to customary working capital and other post-closing adjustments. The Merger Agreement was executed by CoStar Group's wholly owned subsidiaries, CoStar Realty Information, Inc. and Velocity Merger Sub, Inc., both Delaware corporations, with Fortis Advisors LLC acting solely in its capacity as the stockholder representative for Vexcel.

According to the filing, closing conditions include the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, compliance with certain foreign regulatory laws, and the absence of any governmental order or injunction prohibiting the transaction. Each party's obligation to close is also conditioned on the accuracy of the other party's representations and warranties and compliance in all material respects with obligations under the Merger Agreement. CoStar Group's obligation is additionally subject to the absence of a material adverse effect related to Vexcel. The filing explicitly states that no stockholder vote from CoStar Group and no financing condition are required for closing.

The filing further notes that the Merger Agreement contains termination provisions allowing either party to exit if the transaction is not completed by July 27, 2027, subject to extension in certain specified circumstances, or if a governmental authority issues a final, nonappealable order permanently prohibiting the transaction. The filing cautions that the representations and warranties in the Merger Agreement "were made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement" and that investors should not rely on them as statements of fact. The full text of the Merger Agreement is attached as Exhibit 10.1 to the filing. The 8-K was signed by Robin Rossmann, Chief Financial Officer of CoStar Group.

What Was Disclosed

CoStar Group filed an 8-K on October 27, 2026, reporting a definitive merger agreement to acquire Vexcel Group, Inc. for $730 million in cash, subject to regulatory approvals and other customary conditions, with a termination deadline of July 27, 2027. The company also furnished its Q3 2026 earnings release.