M&A - COSTAR GROUP, INC.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525042465

Filing Summary: On February 28, 2025, CoStar Group, Inc. completed its acquisition of Matterport, Inc. through a merger agreement dated April 21, 2024. The merger involved two phases: first, Matrix Merger Sub I merged with Matterport, making Matterport a wholly-owned subsidiary of CoStar Group. Following this, as a continuation of a single integrated transaction and due to a Threshold Percentage exceeding 40%, Matterport was then merged into Matrix Merger Sub II, which became the surviving entity. Shareholders of Matterport received a conversion of their shares into CoStar shares at an exchange ratio of 0.03552 and $2.75 in cash per share for fractional shares. A press release was issued on the same day to announce the completion of the merger, confirming its successful execution.

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Form Type: S-8

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525042496

Filing Summary: On February 28, 2025, CoStar Group, Inc. consummated its merger with Matterport, Inc. as outlined in the Agreement and Plan of Merger dated April 21, 2024. In this transaction, Matterport became a wholly-owned subsidiary of CoStar Group after a two-part merger process that included the merger of Matrix Merger Sub I with Matterport, followed by the subsequent merger of the surviving company into Matrix Merger Sub II, culminating in the registration of 5,756,530 shares of common stock of CoStar Group. This includes shares related to converted options and restricted stock units from Matterport's incentive plans that are now applicable to CoStar's stock. The filing also details documents necessary for employee participation in these plans, consistent with SEC requirements for employee benefit registration statements.

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