CoStar Group, Inc. to acquire Vexcel Group, Inc.

CoStar Group, Inc. agreed on October 27, 2026 to acquire Vexcel Group, Inc., which its filing describes as a leading provider of comprehensive aerial imagery and geospatial data programs. The price is $730 million in cash, subject to working capital and other post-closing adjustments. CoStar disclosed the agreement in a Form 8-K and issued a press release the same day announcing it.

The Agreement and Plan of Merger was signed by two wholly owned CoStar subsidiaries, CoStar Realty Information, Inc. and Velocity Merger Sub, Inc. The other signatories were Vexcel Group, Inc. and Fortis Advisors LLC, which signed solely as stockholder representative. All of the entities are Delaware corporations or, in the case of Fortis Advisors, a Delaware limited liability company.

Closing requires expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and under certain other foreign regulatory laws, and no government order, decree, ruling, injunction or law prohibiting the transaction. CoStar's obligation to close also depends on the absence of a material adverse effect related to Vexcel. The deal needs no vote of CoStar stockholders and carries no financing condition.

Either party may terminate if the transaction has not closed by July 27, 2027, a date that can be extended in certain specified circumstances. Either party may also terminate if a governmental authority issues a final and nonappealable order permanently prohibiting the transaction.