DEF 14A of Costar Group, Inc., Apr 30, 2026

DEF 14A of Costar Group, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197205

Open on EDGAR

  1. Gene Boxer

    | | 71 | 2025 Summary Compensation Table | | | 73 | 2025 Grants of Plan-Based Awards | | | 74 | Outstanding Equity Awards at 2025 Fiscal Year-End | | | 76 | Option Exercises and Stock Vested in 2025 | | | 76 | Non-Qualified Deferred Compensation in 2025 | | | 76 | Potential Payments Upon Termination or Change of Control | | | 77 | Termination and Change of Control Provisions Pursuant to Employment Agreements | | | 77 | Change of Control Provisions Under the Company’s 2016 Plan and 2025 Plan | | | 79 | Equity Compensation Plan Information | | | 79 | CEO Pay Ratio | | | 81 | Pay Versus Performance | | | 84 | Narrative Disclosure to Pay Versus Performance Table | | 86 | Stock Ownership Information | | | | 87 | Delinquent Section 16(a) Reports | | 88 | Proposal 4 – Approval of the Costar Group, Inc. 2026 Employee Stock Purchase Plan | | | | 89 | Summary of the 2026 Employee Stock Purchase Plan | | | 90 | U.S. Federal Income Tax Consequences | | | 91 | New Plan Benefits | | 92 | Other Information | | | | 92 | Attending the Annual Meeting of Stockholders | | | 92 | Notice of Business to Come Before the Annual Meeting | | | 92 | Voting Information | | | 94 | Multiple Stockholders Sharing the Same Address | | | 94 | Stockholder Proposals and Nominations for Directors for the 2027 Annual Meeting of Stockholders | | | 95 | Availability of Form 10-K | | A-2 | Appendix A - Information Regarding Non-GAAP Financial Measures | | | B-1 | Appendix B - Costar Group, Inc. 2026 Employee Stock Purchase Plan | |

  2. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS The below summarizes information about our director nominees and their Audit, Compensation, and Nominating and Corporate Governance Committee assignments. Our director nominees possess a broad range of skills, experiences, backgrounds, and viewpoints that we believe are essential to an effective Board. Detailed information about each director nominee’s qualifications, skills, experiences, and expertise can be found beginning on page 18.

  3. 2026 Director Nominees

    2026 Director Nominees The table below provides current membership information for each of the Audit, Compensation, and Nominating and Corporate Governance Committees.

  4. 2026 Director Nominees

    | NAME AND PRINCIPAL OCCUPATION | | AGE | DIRECTOR SINCE | OTHER PUBLIC COMPANY BOARDS | A | C | NCG | | | Andrew C. Florance Founder and Chief Executive Officer, CoStar Group, Inc. | 62 | 1987 | 0 | | | | | | Louise S. Sams Board Chair, CoStar Group, Inc.; Former EVP & General Counsel, Turner Broadcasting System, Inc. Independent | 68 | 2019 | 2 | | | | | | John L. Berisford Former President, S&P Global Ratings Independent | 62 | 2025 | 0 | | | | | | Angelique G. Brunner Chief Executive Officer and Founder, EB5 Capital Independent | 54 | 2023 | 0 | | | | | | Rachel C. Glaser Former Chief Financial Officer, Etsy, Inc. Independent | 64 | 2025 | 1 | | | | | | John W. Hill Founder and Chief Executive Officer, J Hill Group Independent | 71 | 2012 | 0 | | | | | | Christine M. McCarthy Former Executive Vice President and Chief Financial Officer, The Walt Disney Company Independent | 70 | 2025 | 2 | | | | | | Robert W. Musslewhite Former Chief Executive Officer, Definitive Healthcare Corp Independent | 56 | 2019 | 1 | | | |

  5. COMMITTEES

    COMMITTEES A Audit C Compensation NCG Nominating and Corporate Governance Chair Member

  6. COMMITTEES

    | | 2026 PROXY STATEMENT 9 |

  7. Director Nominee Experience Highlights

    Director Nominee Experience Highlights Our director nominees have a broad range of skills and experiences, including some or significant experience in the following:

  8. Director Nominee Experience Highlights

    | | |

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated all eight of the current directors for reelection, all of whom were last elected at the 2025 Annual Meeting of Stockholders. On April 27, 2026, Nana Banerjee resigned from the Board and the Board size was reduced to eight directors. Dr. Banerjee’s resignation was due to personal reasons unrelated to the Company and was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. Each director elected at the Annual Meeting will serve until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified. We know of no reason why any nominee would be unable to serve. If any nominee becomes unable to serve prior to the Annual Meeting, the Board may reduce the size of the Board or designate substitute nominees, and proxies that do not withhold authority to vote for directors will be voted for such substitute nominees. In no event may proxies be voted for a greater number of persons than the number of nominees named.

  10. ELECTION OF DIRECTORS

    | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES |

  11. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 14 |

  12. Board Composition

    Board Composition Our Nominating and Corporate Governance Committee reviews and assesses with the Board the Board’s membership criteria on an annual basis. These criteria include independence, judgment, integrity, ability to commit sufficient time and attention to the activities of the Board, absence of potential conflicts with the Company’s interests, knowledge, business experience, skills and background, including an understanding of and experience with real estate, information services, marketplace and technology industries, and finance, capital allocation, and marketing expertise. In addition, the Nominating and Corporate Governance Committee evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Nominating and Corporate Governance Committee believes the Board will find valuable in the future given the Company’s current standing and strategic plans. This evaluation enables the Nominating and Corporate Governance Committee to assess its effectiveness at achieving these Board membership objectives. Our Board believes that a balanced range of director skills, experience, and tenure is a strategic asset for stockholders. The Board’s tenure profile includes directors with deep institutional knowledge of CoStar and its competitive environment, complemented by directors who bring a variety of professional backgrounds and fresh perspectives. This approach to Board refreshment balances continuity and experience with the addition of new viewpoints.

  13. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The Nominating and Corporate Governance Committee identifies nominees for director, and considers recommendations from other members of the Board, officers and employees of CoStar, and other sources that the Nominating and Corporate Governance Committee deems appropriate, which may include professional search firms. The Nominating and Corporate Governance Committee will also consider Board nominees suggested by stockholders if such recommendations are submitted timely, and include the required information specified in our By-Laws, as described under “Stockholder Proposals and Nominations for Directors for the 2027 Annual Meeting of Stockholders” below. The Company may require any proposed nominee to furnish other information as reasonably required to determine eligibility to serve as a director of the Company, including information regarding the proposed nominee’s independence. There is no difference in the manner by which the Nominating and Corporate Governance Committee evaluates prospective nominees for director based on the source from which the individual was first identified. When evaluating nominees for director, the Nominating and Corporate Governance Committee considers candidates consistent with the Board membership criteria described above. If the nominee is a director standing for reelection, that individual’s past contribution, engagement, and commitment to CoStar are also considered. The Nominating and Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not establish minimum qualifications or attributes. John L. Berisford, Rachel C. Glaser, and Christine M. McCarthy, appointed in 2025, were identified through a rigorous director search process led by a special committee of the Board, leveraging an external search firm. The process included an extensive evaluation of candidates against the Board membership criteria described above and supportive engagement with certain stockholders. The special committee conducted multiple rounds of review, interviews, and deliberations to ensure that the selected directors would complement the Board’s existing strengths. We expect that our Board members will have a varied portfolio of skills, experiences, and backgrounds and that each will contribute to the composition of the Board so that, collectively, the Board will possess the necessary skills, experience, and background to oversee our business and affairs in light of the Company’s current standing and strategic plans. Below is a list of key skills and experience that our directors bring to our Board that we consider important in light of our current business and structure.

  14. Identifying and Evaluating Director Nominees

    | | 2026 PROXY STATEMENT 15 |

  15. Identifying and Evaluating Director Nominees

    | DIRECTOR SKILLS/EXPERIENCE | | | | | | | | | | Industry I Commercial Real Estate: Experience in the real estate, information services, and technology industries areas is valuable in understanding our growth and development efforts, as well as the market segments in which we operate. | | | | | | | | | | Public Company Governance: Experience with reporting obligations, investor interaction, public company governance, knowledge and understanding of governance planning, and experience in encouraging management accountability and protecting stockholder interests. | | | | | | | | | | Global Business: Broad exposure to companies or organizations that have a significant global presence, including developing and managing business in markets around the world. | | | | | | | | | | Financial Accounting and Reporting: Experience in accounting or financial reporting, including understanding of internal controls; experience in overseeing such reporting and controls. | | | | | | | | | | Legal, Public Policy, and Regulatory: Expertise in compliance with applicable governmental regulations; experience in legal and regulatory matters, and corporate compliance and ethics policies; experience in managing the effects of government policies and regulations. | | | | | | | | | | Business Development and M&A: Expertise in and understanding of business development, strategic planning, and implementation; experience in leading strategy discussion at the board level; experience with developing and implementing strategies for growth, including mergers and acquisitions and divestitures. | | | | | | | | | | Talent Management and Executive Compensation: Broad experience in executive development, performance, and compensation; experience with HR processes and strategies and efforts to attract, motivate, and retain candidates for key positions; experience in talent development. | | | | | | | | | | Marketing and Sales: Experience with enhancing sales in existing markets; experience in developing new products and services and markets for growth; experience in marketing communication, brand strategy development, and advertising. | | | | | | | | | | Risk Management: Experience in the management of critical business and/or legal risk; understanding of risk management functions, including risk identification/classification, crisis management, and similar functions; ability to think strategically about risk and provide oversight and advice relating to risk. | | | | | | | | | | Senior Management and Leadership: Experience as chief executive officer, president, chairman, or at similar leadership position in a large company or other large organization. | | | | | | | | | | Cybersecurity and Data Privacy: Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cybersecurity risk management; degrees, certifications, or other background in cybersecurity. | | | | | | | | | | Corporate Responsibility and Sustainability: Experience in overseeing and managing Corporate Responsibility practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation, and management; ability to provide oversight and advice relating to climate-related risks. | | | | | | | | | | AI/ Generative AI (GenAI) Strategy & Governance: Experience in deploying or overseeing AI/GenAI to support business strategy, innovation, and performance; familiarity with AI governance frameworks and board oversight structures, including evaluating opportunities and risks and overseeing frameworks or responsible use of AI. | | | | | | | | |

  16. Identifying and Evaluating Director Nominees

    VERY SKILLED/EXPERIENCED SOME SKILL/EXPERIENCE

  17. Identifying and Evaluating Director Nominees

    | | 2026 PROXY STATEMENT 16 |

  18. Tenure and Board Refreshment Profile

    Tenure and Board Refreshment Profile As previously disclosed, as a result of the Board’s ongoing refreshment and succession planning process and in accordance with support agreements we entered into with certain stockholders, the Board elected each of John L. Berisford, Rachel C. Glaser, and Christine M. McCarthy as new Board members, effective April 6, 2025. Each of these new directors has been determined to (i) be an “independent director” under Nasdaq listing standards and (ii) have no transactions with “related persons,” as defined under the Exchange Act. These new independent directors bring significant experience and expertise relevant to our business and strategy, and we are confident they will help us extend our long track record of creating value for stockholders. Ms. Glaser is a seasoned executive with considerable financial expertise and relevant marketplace experience. Ms. McCarthy is a recognized corporate finance leader with over 30 years of experience. Mr. Berisford is an accomplished executive who most recently served as President of S&P Global Ratings. As a result, three of our seven independent directors have joined since April 2025, bringing fresh perspectives and experiences to support our long-term growth strategy.

  19. Board and Committee Evaluation Process

    Board and Committee Evaluation Process The Nominating and Corporate Governance Committee oversees the annual Board and committee evaluation process. Generally, the Board and each committee conduct self-evaluations by means of written questionnaires completed by each director and committee member. The anonymous responses are summarized and provided by the Corporate Secretary without attribution and provided to the Board and each committee at each of their next respective meetings to facilitate an examination and discussion by the Board and each committee of the effectiveness of the Board and committees, Board and committee structure and dynamics, areas for possible improvement, and enhancement of individual director contributions. The Nominating and Corporate Governance Committee reviews and establishes the Board and committee evaluation process each year. From time to time, it may determine to use an independent third party in the evaluation process. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined it was appropriate to implement its standard process for the 2025-2026 self-evaluation cycle. In addition, each standing committee conducted its own self-evaluation. Over the past few years, the evaluation process has highlighted opportunities to strengthen the Board’s practices, structures, and communications. Key themes identified in the evaluation process over the past few years include:

  20. Board and Committee Evaluation Process

    | • | Board composition in support of long-term strategy |

  21. Board and Committee Evaluation Process

    | • | Balance and scope of topics and materials covered in Board and Committee meetings |

  22. Board and Committee Evaluation Process

    | • | Communication between the Board and its Committees |

  23. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 17 |

  24. Board and Committee Evaluation Process

    | Andrew C. Florance FOUNDER AND CHIEF EXECUTIVE OFFICER Director Since: 1987 Age: 62 Education: • B.A., Economics, Princeton University | REASONS FOR NOMINATION Andrew Florance provides the Board with founder-level insight into CoStar Group’s strategy, competitive positioning, and platform development. Since launching the Company in 1987, he has overseen its evolution into a scaled, multi-brand enterprise serving commercial and residential real estate markets. His long-standing leadership, direct involvement in product innovation and capital deployment, and deep understanding of the information services industry provides the Board with valuable perspective on CoStar Group’s key strategic initiatives, operating discipline, and sustained value creation priorities. KEY SKILLS AND QUALIFICATIONS • Industry / Commercial Real Estate: As Founder and Chief Executive Officer, Mr. Florance has led CoStar Group’s growth from inception through its 1998 initial public offering and into an S&P 500 and NASDAQ-100 company operating across global real estate data, analytics, online marketplaces, and 3D digital twin technology platforms. Under his leadership, CoStar Group has expanded its coverage across office, industrial, retail, multifamily, hospitality, and residential markets, establishing a scaled and comprehensive global digital real estate ecosystem. In 2026, Mr. Florance was named among the top ten most powerful executives in the U.S. residential real estate industry by the Swanepoel Power 200. He was also named a Washingtonian Magazine “Tech Titan” in 2025 for the fourth consecutive year and was included on Commercial Observer’s 2025 Power 100 list. • Business Development and M&A: Mr. Florance has led more than 40 strategic acquisitions across 14 countries, broadening CoStar Group’s data assets, marketplace capabilities, and reach in existing and adjacent markets. His disciplined approach to both strategic acquisitions and organic investments have supported the continued growth and diversification of CoStar Group’s platforms and revenue streams. In 2025, he led the acquisition of Domain, one of Australia’s most recognized and trusted property platforms, leading to a record number of monthly unique platform visitors within just weeks of acquisition, and the purchase of Matterport, the global leader of 3D digital twin technology for property marketing and visualization. With the 2021 acquisition of Homes.com, Mr. Florance has scaled the CoStar platform to become the second-largest residential real estate portal in the U.S., with 108 million average monthly unique visitors and nearly $100 million in annual run-rate revenue. • Marketing and Sales: Mr. Florance has built and scaled CoStar Group’s subscription-based business model – leading to durable revenue growth, leverageable margin structures, and robust free cash flow. He spearheaded the digitization of the real estate industry, with CoStar Group now serving clients around the world and attracting over 139 million average monthly unique visitors across the Company’s platforms. He has guided pricing strategy, sales execution, and brand positioning across asset classes, reinforcing CoStar Group’s recurring revenue foundation. CAREER HIGHLIGHTS CoStar Group, Inc. (Nasdaq: CSGP), a leading global provider of real estate information, analytics, online marketplaces, and 3D digital twin technology • Founder and Chief Executive Officer (since 1987) |

  25. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 18 |

  26. Board and Committee Evaluation Process

    | Louise S. Sams BOARD CHAIR Director Since: 2019 Age: 68 Committees: • Nominating and Corporate Governance (Chair) • Audit Other Public Company Directorships (past five years): • Rollins, Inc. (NYSE: ROL) (since 2022) • Loop Industries, Inc. (Nasdaq: LOOP) (since 2021) • D&Z Media Acquisition Corp. (former NYSE: DNZ) (2021-2023) Education: • B.A., English, Princeton University • J.D., University of Virginia School of Law | REASONS FOR NOMINATION Louise Sams is a seasoned public company executive with deep experience overseeing large-scale businesses where corporate value was driven by proprietary data, technology platforms, and intellectual property. She has led the protection and commercialization of high-value content assets across global distribution channels, providing directly relevant insight for CoStar Group’s datacentric analytics and subscription based business model. Her background in enterprise risk management, compliance, and strategic transactions supports disciplined growth and long-term stockholder value creation. KEY SKILLS AND QUALIFICATIONS • Legal, Public Policy, Regulatory: Ms. Sams brings extensive experience navigating complex legal and regulatory environments across global jurisdictions. As General Counsel of Turner Broadcasting System, she led global legal and compliance functions spanning corporate governance, major strategic transactions, intellectual property and licensing, employment matters, and international content distribution. • Business Development and M&A: As President of Turner Broadcasting System International, Ms. Sams oversaw production, distribution, and ad sales for all children’s and general entertainment networks outside North America, as well as global joint ventures, and led the distribution and commercial operations for CNN’s international services, which ranked as the leading media brand across EMEA and Asia in combined television and digital reach by the end of her tenure. She brings significant transaction experience from her involvement in Turner’s landmark $7.5 billion merger with Time Warner Inc., complemented by her early career advising public companies on M&A and securities law at White & Case LLP. • Risk Management: As General Counsel of Turner Broadcasting System, Ms. Sams oversaw enterprise risk management and controls related to data- and content-driven operations, information security, and intellectual property, and developed systems designed to mitigate cybersecurity and regulatory risk. Her experience supports effective Board oversight of CoStar Group’s proprietary data assets and analytics platforms, as well as the responsible use and protection of information critical to long-term value creation. CAREER HIGHLIGHTS Turner Broadcasting System, Inc.– a television and media conglomerate • Executive Vice President and General Counsel (2000-2019) • President, Turner Broadcasting System International, Inc. (2003-2012) • Various positions of increasing responsibility (1993-2000) White & Case LLP – a global law firm • Associate (1986-1993) |

  27. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 19 |

  28. Board and Committee Evaluation Process

    | John L. Berisford INDEPENDENT DIRECTOR Director Since: 2025 Age: 62 Committees: • Compensation Other Public Company Directorships (past five years): • Heidrick & Struggles International, Inc. (former Nasdaq: HSII) (2023-2025) • CRISIL Ltd. (NSE: CRISIL) (2016-2023) Education: • B.A., Political Science, West Liberty University • M.A., Labor and Industrial Relations, West Virginia University | REASONS FOR NOMINATION John Berisford’s career spans senior leadership roles in global information services enterprises operating at scale. He has led high-margin, subscription-based businesses built on proprietary data and analytics, offering relevant perspective on CoStar Group’s data-centric platform and recurring-revenue growth model. His experience in enterprise transformation and integration execution, human capital strategy, and risk management supports effective oversight of disciplined growth and long-term stockholder value creation. KEY SKILLS AND QUALIFICATIONS • Legal, Public Policy, and Regulatory: As President of S&P Global Ratings, Mr. Berisford led the company’s flagship business, representing more than 50% of total profit, through a period of growth, transformation, and global expansion, including expanding the credit ratings business into China’s market. He has established extensive trusted relationships with 28 global credit rating regulators, providing relevant experience navigating complex regulatory frameworks across multiple jurisdictions. • Business Development and M&A: At S&P Global, Mr. Berisford was instrumental in creating and executing the company’s growth strategy following the sale of McGraw Hill Education, helping lead its evolution from a diversified publishing and media conglomerate into a focused global information services provider with best-in-class data and analytics. As President of S&P Global Ratings, he led the company’s Integration Management Office following the merger with IHS Markit, overseeing large-scale integration initiatives. Earlier in his career, he helped lead the integration of the Pepsi Bottling Group into PepsiCo, bringing experience in executing complex corporate transactions and enterprise-wide strategic initiatives. • Talent Management and Executive Compensation: Mr. Berisford brings deep human capital leadership experience from serving as Executive Vice President of Human Resources at S&P Global and from his 22-year tenure at PepsiCo, including as Chief Human Resources Officer of the Pepsi Bottling Group. His background supports effective Board oversight of executive compensation, succession planning, and leadership development. CAREER HIGHLIGHTS S&P Global, Inc. (NYSE: SPGI) – a global provider of credit ratings, benchmarks, analytics, and data to the capital and commodity markets • President, S&P Global Ratings (2015-2022) • Executive Vice President, Human Resources (2014- 2015) McGraw Hill Companies (now S&P Global, Inc.) – a publishing and financial information services company • Executive Vice President, Human Resources (2011-2014) PepsiCo, Inc. (Nasdaq: PEP) – a global food and beverage company • Chief Human Resources Officer, Pepsi Bottling Group (2005-2011) • Various positions within human resources of increasing responsibility (1989-2005) |

  29. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 20 |

  30. Board and Committee Evaluation Process

    | Angelique G. Brunner INDEPENDENT DIRECTOR Director Since: 2023 Age: 54 Committees: • Audit • Compensation Other Public Company Directorships (past five years): • Cushman & Wakefield Ltd (NYSE: CWK) (2020-2023) Education: • B.A., Public Policy, Brown University • M.P.A., Princeton University | REASONS FOR NOMINATION Angelique Brunner brings over 25 years of experience across finance, commercial real estate, and global capital markets. She has structured and deployed capital for large-scale real estate development projects while working extensively with international investors and navigating complex regulatory environments. Her experience in commercial real estate finance, cross-border capital flows, and market dynamics supports the Board’s oversight of CoStar Group’s development and expansion in existing and adjacent markets and position in capital markets. KEY SKILLS AND QUALIFICATIONS • Industry / Commercial Real Estate: As Founder and Chief Executive Officer of EB5 Capital, Ms. Brunner oversees the development and management of approximately $1 billion in assets across more than 30 U.S. real estate development projects spanning multifamily, hospitality, mixed-use, and other commercial asset classes. She leads the firm’s commercial real estate investments, including deal origination, investor engagement, and strategic execution. During her tenure at Fannie Mae and other companies, she completed more than $3 billion in debt and equity transactions, gaining insight into housing finance, capital structures, and real estate market fundamentals. • Global Business: Ms. Brunner has worked with more than 1,900 clients across 75 countries, structuring cross-border investments in U.S. real estate projects. Her experience provides perspective on international investor considerations and market dynamics influencing real estate markets. She received a presidential appointment to the U.S. Trade Representative’s Trade Advisory Committee on Africa. • Legal, Public Policy, and Regulatory: Ms. Brunner brings extensive experience navigating complex federal regulatory frameworks and alternative financing structures in support of economic development initiatives. Her background provides insight into legislative and foreign investment policy affecting real estate development and international capital formation. Ms. Brunner maintains active engagement with leading real estate and business organizations, including the Urban Land Institute and the Real Estate Executive Council, providing ongoing exposure to commercial real estate market trends, institutional capital perspectives, and industry leadership dialogue. CAREER HIGHLIGHTS EB5 Capital – a commercial real estate investment firm • Founder and Chief Executive Officer (since 2008) Federal National Mortgage Association (“Fannie Mae”) (OTCMKTS: FNMA) – a government-sponsored enterprise providing financing to the U.S. housing market • Senior Business Manager (2006-2008) Neighborhood Development Company – a Washington, D.C.– based real estate development firm focused on urban infill and mixed-use projects in emerging neighborhoods • Vice President for Finance (2004-2006) |

  31. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 21 |

  32. Board and Committee Evaluation Process

    | Rachel C. Glaser INDEPENDENT DIRECTOR Director Since: 2025 Age: 64 Committees: • Audit • Nominating and Corporate Governance Other Public Company Directorships (past five years): • The New York Times Company (NYSE: NYT) (since 2018) Education: • B.A., Psychology, University of California, Berkeley • M.B.A., University of Southern California | REASONS FOR NOMINATION Rachel Glaser is a seasoned public company executive with nearly four decades of financial leadership and corporate development experience across global businesses, including marketplace-, subscription-, and ad-based content platforms. She has guided companies through growth and portfolio evolution while overseeing complex financial operations and corporate development initiatives. Her experience shaping business strategy, capital allocation, and investor engagement provides valuable perspective to the CoStar Group Board. KEY SKILLS AND QUALIFICATIONS • Financial Accounting and Reporting: As Chief Financial Officer of Etsy, Inc., Leaf Group Ltd., and Move, Inc. (“Move”), Ms. Glaser led global financial operations and oversaw profitable growth strategy, including forecasting and analytics, corporate development, tax and treasury, accounting, SEC reporting, and investor relations. Across her roles, she oversaw capital allocation strategy and balance sheet management, and she led multiple convertible debt offerings and share repurchase programs. During her tenure, Etsy’s consolidated gross merchandise sales increased fourfold and revenue increased sixfold, while the company generated more than $3 billion in net cash from operating activities. • Global Business: Ms. Glaser has deep experience managing the financial and operational complexities, global data, and analytics necessary to scale two-sided global online marketplaces. At Etsy, she helped expand the company’s international multi-brand platform, growing global buyers from 33 million to 96 million and sellers from 2 million to 9 million between 2017 and 2023. • Business Development and M&A: At Etsy, Ms. Glaser led the $1.625 billion acquisition of Depop in 2021 as part of the company’s multi-brand strategy. Earlier, as Chief Financial Officer of Move, the parent company of Realtor.com, Ms. Glaser helped lead Move’s sale to News Corp in 2014. Her insight into competitive dynamics, monetization models, and data-driven infrastructure supports disciplined evaluation of strategic investments and long-term value creation. CAREER HIGHLIGHTS Etsy, Inc. (NYSE: ETSY) – a global online marketplace • Chief Financial Officer (2017-2025) Leaf Group Ltd. (former NYSE: LEAF) – a digital media and marketplace operator • Chief Financial Officer (2015-2017) Move, Inc. – an operator of online real estate marketplaces, including Realtor.com® • Chief Financial Officer (2012-2015) MyLife.com – a subscription-based online background and people search platform • Chief Operating and Financial Officer (2008-2011) Yahoo Inc. – a multinational digital media and technology company • Senior Vice President, Finance (2005-2008) The Walt Disney Company (NYSE: DIS) – a global media and entertainment company • Vice President, Finance and Operations (1992-2005) • Various positions of increasing responsibility (1986-2005) |

  33. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 22 |

  34. Board and Committee Evaluation Process

    | John W. Hill INDEPENDENT DIRECTOR Director Since: 2012 Age: 71 Committee: • Audit (Chair) Education: • B.S., Accounting, University of Maryland | REASONS FOR NOMINATION John Hill offers more than 40 years of experience in accounting, auditing, financial management, and leadership across complex organizations. He has led large-scale financial restructurings, enhanced internal controls, and overseen governance and organizational transformation initiatives. Mr. Hill’s extensive financial expertise supports disciplined Board oversight of financial reporting, enterprise risk management, and long-term financial resiliency. KEY SKILLS AND QUALIFICATIONS • Financial Accounting and Reporting: As Chief Financial Officer of the City of Detroit following its bankruptcy, Mr. Hill restructured the City’s financial operations, reduced debt service expenses, and strengthened financial transparency. Under his leadership, Detroit achieved multiple credit rating upgrades, exited federal and state financial oversight for the first time in approximately 40 years, and implemented enhanced budgeting, reporting, and long-term financial planning frameworks.(i) • Risk Management: As Detroit’s Chief Financial Officer, Mr. Hill reinforced financial controls, compliance systems, and accountability structures. Through his leadership of J Hill Group, he has advised organizations on strengthening financial management and governance frameworks, including internal control enhancement and risk oversight. His experience supports effective Board oversight of operational, financial, and cybersecurity risk. • Legal, Public Policy, and Regulatory: Mr. Hill has operated within complex federal, state, and municipal regulatory environments. In his leadership roles in Detroit and previously with the District of Columbia Financial Control Board, he worked within government oversight frameworks to restore fiscal stability and strengthen compliance processes, providing perspective on regulatory risk and governance oversight. CAREER HIGHLIGHTS J Hill Group – a professional services practice focused on operational improvement • Founder and Chief Executive Officer (since 2012) City of Detroit, Michigan • Chief Financial Officer (2013-2018) Federal City Council – a nonprofit civic leadership organization • Chief Executive Officer (2004-2012) In2Books, Inc. – a nonprofit advancing youth literacy • Chief Executive Officer (2002-2004) Andersen, LLP – a global tax and advisory firm • Partner (1999-2002) District of Columbia Financial Control Board – an oversight body created by U.S. Congress • Executive Director (1995-1999) |

  35. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 23 |

  36. Board and Committee Evaluation Process

    | Christine M. McCarthy INDEPENDENT DIRECTOR Director Since: 2025 Age: 70 Committee: • Nominating and Corporate Governance Other Public Company Directorships (past five years): • Flutter Entertainment PLC (NYSE: FLUT) (since 2024) • Procter & Gamble Co (NYSE: PG) (since 2019) Education: • B.A., Biology, Smith College • M.B.A., University of California, Los Angeles | REASONS FOR NOMINATION Christine McCarthy is a seasoned corporate finance executive with more than 30 years of leadership experience in complex global organizations. She has guided financial strategy and capital deployment through periods of significant transformation. Her experience overseeing global real estate portfolios, large-scale transactions, and enterprise technology governance provides valuable perspective for a data-driven business focused on disciplined growth and sustainable financial performance. KEY SKILLS AND QUALIFICATIONS • Financial Accounting and Reporting: As Executive Vice President and Chief Financial Officer of The Walt Disney Company, Ms. McCarthy led Disney’s global finance organization, overseeing financial planning and analysis, tax, treasury, cybersecurity and risk management. She guided financial operations through a period of significant strategic transformation, maintaining disciplined capital deployment and delivering annual revenue growth from $52.5 billion to over $82 billion during her tenure. • Industry / Commercial Real Estate: In prior roles, Ms. McCarthy led Disney’s global corporate real estate function, overseeing portfolio strategy, facilities, and strategic capital investment decisions across the company’s international asset base. Her experience evaluating real estate investments, optimizing asset utilization, and aligning real estate strategy with business objectives offers insight into enterprise-level real estate economics relevant to CoStar Group. • Business Development and M&A: She was a core member of Disney’s acquisition teams for more than 20 years and worked on and led significant international transactions. As Chief Financial Officer at Disney, she oversaw the $71 billion acquisition of 21st Century Fox in 2019. She also guided Disney Accelerator, the business development program designed to identify innovative technologies and business concepts to expand the breadth of the company’s portfolio of experiences. CAREER HIGHLIGHTS The Walt Disney Company (NYSE: DIS) (“Disney”) – a global media and entertainment company • Executive Vice President and Chief Financial Officer (2015-2023) • Senior Executive Vice President, Corporate Real Estate, Alliances & Treasurer (2000-2015) Imperial Bancorp – a bank holding company • Executive Vice President and Chief Financial Officer (1997-1999) First Interstate Bancorp – a bank holding company (1981-1996) • Executive Vice President & Chief Financial Officer (1993-1996) |

  37. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 24 |

  38. Board and Committee Evaluation Process

    | Robert W. Musslewhite INDEPENDENT DIRECTOR Director Since: 2019 Age: 56 Committee: • Compensation (Chair) Other Public Company Directorships (past five years): • Cardinal Health Inc (NYSE: CAH) (since 2025) • Definitive Healthcare Corp. (Nasdaq: DH) (2021-2024) Education: • B.A., Economics, Princeton University • J.D., Harvard Law School | REASONS FOR NOMINATION Robert Musslewhite is an experienced public company chief executive with a strong track record of leading subscription-based and analytics-driven businesses. He has scaled SaaS and analytics platforms, executed strategic transactions, and integrated technology-enabled businesses in highly competitive markets. His expertise in capital allocation and enterprise risk oversight provides valuable perspective as CoStar Group continues to scale its global digital real estate ecosystem and expand its data, analytics, and AI capabilities. KEY SKILLS AND QUALIFICATIONS • Marketing and Sales: Mr. Musslewhite has extensive experience leading commercial organizations and driving sustained revenue growth in subscription-based businesses. As Chief Executive Officer of Definitive Healthcare, he directed global go-to-market initiatives, sharpened market positioning, and expanded recurring revenue through focused customer acquisition and account development strategies. At The Advisory Board Company, he accelerated top-line growth from approximately $200 million to $800 million by scaling a research, analytics, and technology-enabled services model and broadening the company’s client base. • Business Development and M&A: As Chief Executive Officer of OptumInsight, Optum’s $19 billion publicly reported business unit, Mr. Musslewhite led numerous health care technology and services acquisitions, most notably the $13 billion acquisition of Change Healthcare. As Chief Executive Officer of The Advisory Board Company, Mr. Musslewhite evaluated strategic alternatives and led significant transactions, including the $1.3 billion sale of its healthcare business to Optum and the $1.5 billion sale of its education business to Vista Equity Partners. He also led the founding of Evolent Health within the Advisory Board, ultimately launching its IPO into a public company (EVH). • Risk Management: Across senior leadership roles at Definitive Healthcare, OptumInsight, and The Advisory Board Company, Mr. Musslewhite oversaw complex, data-intensive businesses operating in highly regulated environments. He managed operational, technology, data privacy, and strategic risks while scaling SaaS-oriented and service-based platforms. CAREER HIGHLIGHTS Definitive Healthcare Corp. (Nasdaq: DH) – a healthcare data and analytics company • Chief Executive Officer (2022-2024) • President (2021-2022) Optum – a health services and technology division of UnitedHealth Group • Chief Executive Officer, OptumInsight (2019-2021) • Chief Executive Officer, Optum360 (2019) • Various other Chief Executive positions (2017-2019) The Advisory Board Company (former Nasdaq: ABCO, acquired by Optum in 2017) – a healthcare research, consulting, and technology firm • Chairman and Chief Executive Officer (2013-2017) • Chief Executive Officer (2008-2017) McKinsey and Company – a premier global management consulting firm • Associate Principal (2001-2008) |

  39. Board and Committee Evaluation Process

    | | 2026 PROXY STATEMENT 25 |

  40. Director Compensation

    Director Compensation The Compensation Committee annually reviews director compensation for service on the Board and its committees and recommends director compensation and any changes to such compensation to the Board for approval. The Board annually reviews and approves director compensation based on the recommendations of the Compensation Committee. Directors who are also employees of the Company do not receive any additional compensation for service on the Board. Under our prior director compensation program in effect for 2025, our non-employee directors were paid an annual cash retainer of $50,000 and our Board Chair was paid an additional annual cash retainer of $70,000. Annual cash retainers are prorated for any partial years of service. Each of our non-employee directors (including our Board Chair) received an annual equity award with an approximate grant date value of $250,000, 100% of which was in the form of restricted stock. In addition, in 2025, each of our non-employee directors received additional annual equity awards, all of which were also in the form of restricted stock, for service on the Board committees with the following approximate grant date values:

  41. Director Compensation

    | COMMITTEE | MEMBER | CHAIR | | Audit Committee | $15,000 | $30,000 | | Compensation Committee | $12,000 | $25,000 | | Nominating and Corporate Governance Committee | $12,000 | $25,000 |

  42. Director Compensation

    Annual restricted stock awards for non-employee directors are granted on or around the date of the first regular Board meeting following the date of the annual meeting of stockholders, and vest in four equal installments over a four-year period from the grant date of such award; provided, however, that all vesting ceases if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines otherwise in certain limited circumstances. The number of shares of restricted stock subject to each award is determined by dividing the total dollar amount of such award by the closing price of the Company’s common stock on the date of grant. In addition to the annual cash retainers and annual equity awards, we also reimburse our non-employee directors for their travel, lodging, and other reasonable expenses incurred in attending meetings of our Board and Board committees.

  43. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation

  44. 2025 Non-Employee Director Compensation

    | NAME(1) | FEES EARNED OR PAID IN CASH ($)(2) | STOCK AWARDS ($)(3) | TOTAL ($) | | John L. Berisford | $36,986 | $262,000 | $298,986 | | Angelique G. Brunner | $50,000 | $277,000 | $327,000 | | Rachel C. Glaser | $36,986 | $277,000 | $313,986 | | John W. Hill | $50,000 | $280,000 | $330,000 | | Laura Cox Kaplan | $25,000 | — | $25,000 | | Michael R. Klein | $20,000 | — | $20,000 | | Christine M. McCarthy | $36,986 | $262,000 | $298,986 | | Robert W. Musslewhite | $50,000 | $275,000 | $325,000 | | Christopher J. Nassetta | $25,000 | — | $25,000 | | Louise S. Sams | $105,000 | $290,000 | $395,000 |

  45. 2025 Non-Employee Director Compensation

    | (1) Board Member Changes in 2025. Messrs. Klein and Nassetta and Ms. Kaplan retired from the Board on April 6, 2025, and Mses. Glaser and McCarthy, and Mr. Berisford joined the Board on April 6, 2025. |

  46. 2025 Non-Employee Director Compensation

    | (2) Annual Retainers. This column shows the amount of cash compensation earned in 2025 for Board and committee service. Annual cash retainers are prorated for partial years of service and are paid to directors in biannual installments and to the Chair in monthly installments. |

  47. 2025 Non-Employee Director Compensation

    | (3) Stock Awards. To align our non-employee directors’ annual compensation with stockholder interests, each non-employee director receives a restricted stock award for service on the Board and its committees. This column shows the aggregate grant date fair value of shares of restricted stock granted in 2025 to each non-employee director, computed in accordance with FASB Accounting Standards Codification Topic 718, “Compensation – Stock Compensation.” The following table shows the aggregate number of shares of unvested restricted stock held by each non-employee director as of December 31, 2025. Other than as set forth below, the non-employee directors did not hold any other outstanding equity awards at fiscal year-end. |

  48. 2025 Non-Employee Director Compensation

    | | 2026 PROXY STATEMENT 32 |

  49. 2026 Director Compensation Program

    2026 Director Compensation Program In December 2025, the Compensation Committee undertook a comprehensive review of the Company’s non-employee director compensation program. In conducting its review, the Committee evaluated the structure and competitiveness of the existing program, considered evolving market practices, and reviewed director compensation data for a group of peer companies. The Compensation Committee conducted this review with the assistance of its independent compensation consultant, which provided comparative market data and analysis to inform the Compensation Committee’s evaluation. Following its review and the Compensation Committee’s recommendation, the Board approved a revised non-employee director compensation program, effective January 1, 2026. The most significant changes to the program are as follows:

  50. 2026 Director Compensation Program

    | • | Cash Compensation for Committee Service. Committee Chairs and Committee members will receive cash retainers for their service on Board committees, rather than restricted stock awards. |

  51. 2026 Director Compensation Program

    | • | Revised Equity Vesting Structure. All restricted stock awards granted to non-employee directors will vest in full on the first anniversary of the grant date, rather than vesting ratably over four years. |

  52. 2026 Director Compensation Program

    The Board believes these changes better align the director compensation program with market practice, simplify the program’s design, and continue to appropriately align directors’ interests with those of our stockholders.

  53. 2026 Director Compensation Program

    | | 2026 PROXY STATEMENT 33 |

  54. 2026 Director Compensation Program

    The schedule of annual cash retainers (the “Cash Retainers”) under the 2026 Director Compensation Program (the “Program”) for the non-employee directors is as follows:

  55. 2026 Director Compensation Program

    | POSITION | AMOUNT | | Annual Cash Retainer | $75,000 | | Non-Executive Chair of the Board | $125,000 | | Chair of Audit Committee | $30,000 | | Chair of Compensation Committee | $25,000 | | Chair of Nominating and Corporate Governance Committee | $25,000 | | Member of Audit Committee | $15,000 | | Member of Compensation Committee | $12,000 | | Member of Nominating and Corporate Governance Committee | $12,000 |

  56. 2026 Director Compensation Program

    Non-employee directors are eligible to earn a Cash Retainer for each position in which they serve. The Cash Retainers are earned on a quarterly basis and are paid in arrears. In the event a non-employee director does not serve as a non-employee director, or in the applicable position, for an entire calendar quarter, the Cash Retainer paid to such non-employee director will be prorated for the portion of such calendar quarter actually served.

  57. We Listened to Stockholder Perspectives

    | WHAT WE HEARD | HOW WE RESPONDED | IMPACT OF ACTION | | Enhance Goal Rigor in setting executive compensation targets | • Established symmetrical ranges above and below target for our threshold and maximum performance goals • Increased rTSR target to 55th percentile, with threshold of 30th percentile • Changed TSR to weighted metric from modifier • rTSR payout is capped at 100% if absolute TSR is negative | Ambitious, stockholder-aligned goals are essential to the effectiveness of our incentive compensation plans | | Reduce Weighting of Qualitative Goals of short-term incentives for all non-CEO NEOs | • Increased the portion of short-term incentive payout based on objective financial metrics to 80% for all non-CEO NEOs • CEO’s short-term incentive payout will remain entirely driven (100%) by objective financial metrics | We increased the weighting of objective financial metrics to better align with stockholder interests |

  58. We Listened to Stockholder Perspectives

    | WHAT WE HEARD | HOW WE RESPONDED | IMPACT OF ACTION | | Give Heavier Weighting to Performance Stock Units (PSUs) as preferred vehicle for stockholders, especially when tied to rigorous, value-aligned metrics | • Set LTI mix of 80% PSUs for the CEO and 60% PSUs for the other executive officers | The majority of NEO pay will be conditioned on performance, with metrics that align to stockholder value creation Eliminated the one-year performance period of the performance-based RSAs to increase reliance on long-term performance | | Update Performance Metrics for both Short-Term and Long-Term Incentives to ensure alignment with value creation, including TSR and per-share metrics | • Balanced EBITDA with Organic Revenue metric in Short-Term Incentive formula • Replaced Revenue with EPS and relative TSR in Long-Term Incentive formula • Relative TSR metric rewards top-decile performance | This combination of metrics reflects a strong emphasis on profitability, while driving organic growth Eliminated duplication of metrics between the short- and long-term incentive programs Use of rTSR fosters alignment between plan payouts, stockholder experience, and aligns with market practice | | Simplify the Design of executive compensation structures | • Eliminated stock options and performance-based RSAs in favor of a mix of PSUs and time-based Restricted Stock Units (RSUs) • PSU design utilizes a three-year performance measurement period | Simplified plan design provides greater transparency to our stockholders and clarity for the executive officers | | Enhance Disclosures for greater transparency into compensation framework and the Compensation Committee’s decision making | • Updated disclosures to provide greater clarity and detail on executive compensation design and the Compensation Committee’s rationale • Provided full transparency on goal achievement in the settlement of the 2022-2024 and 2023-2025 Performance Stock Awards | Establishes clarity into how performance impacts pay and how the Compensation Committee thinks about pay decisions | | Remove Tax Gross-up from CEO’s employment agreement | • Modified CEO employment agreement to eliminate legacy 280G excise tax gross-up • Implemented Executive Severance plan that prohibits tax gross-ups and includes “double-trigger“ severance provisions in the event of a change in control | Incentivizes executives to remain focused on delivering stockholder value through potential organizational changes, with better alignment to stockholder expectations and peer company practices | | Enhance Clawback Policy | • Adopted a supplemental clawback policy to claw back compensation (including time-based RSUs) for felony-level crimes resulting in material financial or reputational harm or restrictive covenant breaches | Robust equity clawback policies deter misconduct and ensure accountability | | Increase CEO’s Stock Ownership Guidelines | • Increased minimum stock ownership requirements for CEO from 6x to 10x base salary | Increased CEO stock ownership requirements align executive interests with stockholders | | Quantum of CEO Pay Review Against Stockholder Expectations | • We took the actions described above to emphasize performance-based pay, update performance metrics and enhance goal rigor | We expect the quantum of CEO pay to more closely align with stockholder expectations following the changes described above |

  59. We Listened to Stockholder Perspectives

    | | | | COMPARISON OF CEO COMPENSATION DESIGN | | COMPARISON OF OTHER NEOS COMPENSATION DESIGN | | | | | | 2025 | 2026 | 2025 | 2026 | | | | Performance Goals | 100% EBITDA | 50% Organic Revenue; 50% EBITDA | 100% EBITDA | 40% Organic Revenue; 40% EBITDA | | | | % Individual Performance | 0% | 0% | 35% – 50% | 20% | | | | Performance Slope | Asymmetrical | Symmetrical | Asymmetrical | Symmetrical | | | | Three-Year Performance Stock Awards | 40% | 80% | 40% | 60% | | | | Time Based-RSUs | – | 20% | – | 40% | | | | Performance Based Restricted Stock Awards | 45% | Eliminate | 45% | Eliminate | | | | Stock Options | 15% | Eliminate | 15% | Eliminate | | | | Performance Goals | Three-Year Cumulative Revenue; Relative TSR Modifier ±20% | 75% Adjusted EPS(1); 25% Relative TSR(2) Three-Year Performance Period | Three-Year Cumulative Revenue; Relative TSR Modifier ±20% | 75% Adjusted EPS; 25% Relative TSR(1) Three-Year Performance Period | | | | Performance Slope | Asymmetrical | Symmetrical | Asymmetrical | Symmetrical | | | | Relative TSR Target | 50th Percentile | 55th Percentile | 50th Percentile | 55th Percentile |

  60. We Listened to Stockholder Perspectives

    | (2) Relative TSR payout capped at 100% if absolute TSR is negative. |

  61. Pay for Performance

    Pay for Performance The charts below illustrate the percentage of 2025 compensation (based on target award opportunities) that was performance-based (including cash incentives, restricted stock, the value of which was determined based on the executive’s performance in the prior fiscal year), long-term performance shares and stock options, and the percentage that was fixed (consisting solely of base salary). Our executive compensation program links executive compensation to the attainment of challenging goals. Cash compensation includes payments under our executive annual cash incentive plan that are based on Company performance relative to operational goals as well as individual performance. Equity-based compensation is used to align executive compensation with the long-term interests of our stockholders.

  62. Pay for Performance

    | WHAT WE DO | WHAT WE DON’T DO | | ✓ Pay for Performance At least 80% of our NEO’s target total compensation is performance-based and tied to performance metrics aligned with our short and long-term objectives. We tie short- and long-term incentive pay to objective performance metrics. | × Permit Hedging or Pledging of Company Stock We prohibit executive officers from hedging Company stock or margining or pledging shares | | ✓ Link executive compensation to stock price performance Relative TSR is factored into determining performance share payouts. Further, a significant portion of each of our NEO’s pay is ultimately based on stock price performance. | × Encourage excessive or inappropriate risk taking through our compensation programs The independent compensation consultant conducts an annual risk assessment of our compensation programs | | ✓ Require meaningful stock ownership Executive Stock Ownership Guidelines require executives to own shares of CoStar common stock with a value equal to a multiple of their base salary, depending on their position | × Guarantee minimum payouts We do not have guaranteed minimum payment levels for executives’ cash incentives or performance-based equity awards | | ✓ Use an independent compensation consultant In 2025, the Compensation Committee engaged an independent compensation consultant for advice on executive compensation | × Reprice underwater stock options Our stock incentive plan prohibits the repricing of options without stockholder approval | | ✓ Subject incentive compensation to robust clawback provisions The company has a robust clawback policy that provides for mandatory recovery from current and former officers of cash and equity compensation that were erroneously received in the event of an accounting restatement as well as a supplemental clawback policy that expands the ability to recover compensation, including time-based equity, in certain misconduct-related circumstances | × Provide excessive perquisites We do not provide excessive perquisites to our NEOs or offer supplemental executive retirement plans or loans of any kind | | ✓ Use multiple performance metrics We structure our annual and long-term incentive compensation so that payouts are based on distinct performance metrics | × Provide Golden Parachute Gross-Ups We do not provide 280G golden parachute excise tax gross-ups to any executive. In January 2026, this provision was removed from our CEO’s employment agreement, which had been in place since 1998 | | ✓ Engage directly with our stockholders We maintain direct and open communication with our stockholders throughout the year | × Do not include revenue contribution of acquired target during the year of acquisition for purposes of calculating performance for incentive compensation | | ✓ Equity awards granted to our NEOs after the 2025 Annual Meeting of Stockholders and the adoption of the 2025 Stock Incentive Plan include a Double Trigger termination protection | |

  63. Overview

    Overview The Compensation Committee annually establishes and reviews all forms of compensation for the Company’s NEOs, including base salaries, annual cash incentive bonuses, and both the terms and types of equity awards. The Compensation Committee reviews and discusses the performance of the CEO and sets the CEO’s compensation. For the other NEOs, the CEO conducts an annual performance evaluation of each and based on performance and competitive benchmarking reports, makes individual compensation recommendations for review and approval by the Compensation Committee. In making compensation determinations, the Compensation Committee utilizes the advice of its independent compensation consultant, reviews compensation-related policies, considers the feedback of long-term investors, analyzes competitive market information and peer group data, and assesses both absolute and relative performance, including stock price performance, operational results, and individual contributions. Our Human Resources, Legal, and Finance teams support the Compensation Committee in the execution of its responsibilities. No NEO, including the CEO, has a role in determining their own compensation.

  64. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Historically, the Compensation Committee has retained Willis Towers Watson as its independent compensation consultant to assist the Compensation Committee in gathering comparison data and to provide information about trends in compensation among comparable companies. The Compensation Committee reviewed an assessment of the independence of, and any potential conflicts of interest raised by, Willis Towers Watson’s work for the Compensation Committee by considering, among other things, the factors prescribed by the SEC and Nasdaq, and concluded that Willis Towers Watson is independent and there are no such conflicts of interest. In connection with the Compensation Committee’s executive compensation determinations in February 2025, the Compensation Committee engaged Willis Towers Watson for the following services:

  65. Role of the Independent Compensation Consultant

    | • | Reviewed and recommended updates to the Company’s peer group; |

  66. Role of the Independent Compensation Consultant

    | • | Provided the Compensation Committee with a compensation analysis with respect to the competitiveness of the Company’s executive compensation programs; |

  67. Role of the Independent Compensation Consultant

    | • | Conducted a market study of executive compensation practices to help ensure that the Company’s compensation programs are reasonable and competitive; and |

  68. Role of the Independent Compensation Consultant

    | • | Conducted an assessment of potential risk factors associated with the design and administration of the Company’s executive compensation programs. |

  69. Role of the Independent Compensation Consultant

    The Compensation Committee reviewed and considered the recommendations of Willis Towers Watson in connection with its executive compensation decisions for 2025. Willis Towers Watson reported to the Compensation Committee when performing the executive compensation studies and, at the direction of the Compensation Committee chair, also worked directly with the Company’s management to discuss compensation initiatives, including the new executive compensation program for 2026 and to develop materials and proposals with respect to NEO compensation. In addition, management engaged Korn Ferry to advise on the new executive compensation program for 2026.

  70. Competitive Analysis (Benchmarking)

    Competitive Analysis (Benchmarking) The Compensation Committee, with assistance from its independent compensation consultant, annually reviews our compensation peer group. These peer companies consist of real estate and technology companies with similar business focus and operations that compete with us for executive talent and have similar market capitalization and annual revenue, among other criteria, used to evaluate similarity of company performance, company lifecycle, and business focus, including net income and EBITDA, operating cash flow, and employee count.

  71. Competitive Analysis (Benchmarking)

    | | 2026 PROXY STATEMENT 52 |

  72. Competitive Analysis (Benchmarking)

    In December 2024, the Compensation Committee reevaluated our peer group (the “2024 Peer Group”), which positioned us at the 47th percentile on revenue and 57th percentile on Market Capitalization and, taking into account Willis Towers Watson’s review and recommendation, made adjustments noted below. Mercado Libre, Inc. and ServiceNow, Inc. were eliminated from the peer group because they no longer met any of the selection criteria. They were replaced with Autodesk, Inc. and DocuSign, Inc. which met the revenue and market capitalization criteria (the “2025 Peer Group”). These changes ensure continued alignment with our selection criteria. The resulting peer group positions us at the 49th percentile on revenue and 82nd percentile on market cap.

  73. Competitive Analysis (Benchmarking)

    | 2024 PEER GROUP | | | 2025 PEER GROUP | | | Akamai Technologies, Inc. | Paycom Software, Inc. | | Autodesk, Inc. + | MSCI Inc. | | ANSYS, Inc. | PTC Inc. | | Akamai Technologies, Inc. | Paycom Software, Inc. | | Equifax Inc. | ServiceNow, Inc. – | | ANSYS, Inc. | PTC Inc. | | FactSet Research | TransUnion | | DocuSign, Inc. + | TransUnion | | Systems, Inc. | Tyler Technologies, Inc. | | Equifax Inc. | Tyler Technologies, Inc. | | Fair Isaac Corporation | VeriSign, Inc. | | FactSet Research | VeriSign, Inc. | | Gartner, Inc. | Verisk Analytics, Inc. | | Systems, Inc. | Verisk Analytics, Inc. | | MercadoLibre – | Workday, Inc. | | Fair Isaac Corporation | Workday, Inc. | | MSCI Inc. | Zillow Group, Inc. | | Gartner, Inc. | Zillow Group, Inc. | | – Removed | | | + Added | |

  74. Competitive Analysis (Benchmarking)

    The following charts show CoStar’s position within the peer group on the two primary screening criteria, Revenue and Market Capitalization. Dollar values are presented in millions. Revenue was extracted from Standard and Poor’s Capital IC (CapIQ) financial database in November 2025, reflecting trailing 12-month data. Market Capitalization is as of September 1, 2025. The Compensation Committee believes that comparing the compensation of each of the Company’s NEOs with executives in comparable positions at peer companies supports the Compensation Committee’s goal that the total compensation provided be set at an appropriate level to attract, reward, and retain top performers over the long term. Willis Towers Watson reviewed comparative data from the Company’s peer group, as described above, as well as data from a nationally recognized executive compensation survey using relevant revenue and industry benchmarks. The Compensation Committee evaluates each component of the compensation program on a holistic basis and establishes target compensation levels considering market benchmarking, the Company’s objectives, individual performance, and internal pay equity.

  75. Competitive Analysis (Benchmarking)

    | | 2026 PROXY STATEMENT 53 |

  76. EXECUTIVE COMPENSATION DESIGN AND AWARD DECISIONS FOR 2025

    | | | COMPONENT | LINK TO PERFORMANCE | | FIXED | | Base Salary | Delivers market-competitive compensation designed to attract and retain highly qualified executive talent and compensates executives for their day-to-day responsibilities, reward sustained long-term performance, and offer an appropriate level of financial stability. Reviewed annually in light of responsibilities, performance, internal pay equity, total compensation, and advice of Independent Compensation Consultant. | | VARIABLE | VARIABLE CASH | Annual Cash Incentive Compensation | Offers an at-risk, variable cash incentive opportunity tied to annual performance, designed to motivate executives to achieve or exceed annual objectives while operating within appropriate risk parameters. Variable based on the Company’s performance against established financial goals and achievement of individual goals for the prior year. | | | VARIABLE EQUITY | Performance-Based Restricted Stock Award (45% of Equity) | Offer at-risk, equity-based pay opportunity tied to both performance and retention, with a performance-based grant and time-based vesting. Shares are granted at 0-200% of target award, with actual payout based on achievement of one-year net income goal set in the prior year. Once granted, shares vest over three years. Note for 2026: Performance-based RSAs were removed from the Variable Equity mix in favor of time-based RSUs in a smaller proportion. | | | | Three-Year Performance Stock Awards (40% of Equity) | Offer at-risk, equity-based pay opportunity tied to the creation of long-term stockholder value. Shares are eligible to vest at 0-200% of target award, based on achievement of a three-year cumulative revenue performance goal, subject to adjustment based on relative TSR performance. For purposes of the three-year performance period, ‘Revenue’ reflects organic performance and excludes revenues attributable to acquisitions completed during the acquisition year, in order to focus on underlying business growth. Note for 2026: Performance Stock Awards were redesigned with updated metrics, more rigorous goals, and granted as a larger proportion of the Variable Equity mix. | | | | Stock Options (15% of Equity) | Offer at-risk, equity-based pay opportunity over the long term, with potential value of awards increasing or decreasing with stock price. Options vest over three years. Note for 2026: Stock Options were removed from the Variable Equity mix. |

  77. 2025 CEO Compensation

    2025 CEO Compensation The Compensation Committee sets the CEO’s compensation at the beginning of each year, in consultation with its independent compensation consultant. In establishing the 2025 compensation target levels, the Compensation Committee considered Mr. Florance’s leadership and performance, the breadth and complexity of his responsibilities as the Company’s Founder and Chief Executive Officer, and the Board’s confidence in his long-term strategic direction. The Compensation Committee also took into account Mr. Florance’s tenure as one of foremost experts in the real estate industry, his tenure as one of the longest-serving founder CEOs in the S&P 500, and the continuity, strategic discipline, and accountability that such leadership provides. The Compensation Committee considered that Mr. Florance is critical to the Company’s overall management as well as the continued development of its products and services, the Company’s culture, and its strategic direction. These factors were considered in relation to his pay positioning against relevant external market benchmarks. The Compensation Committee believes Mr. Florance’s compensation structure is strongly aligned with stockholder interests, with approximately 95% of his compensation tied to performance and at risk, requiring the creation of significant stockholder value to achieve maximum payout levels. For 2026, in response to stockholder feedback regarding the quantum of CEO pay, the Compensation Committee enhanced the rigor and emphasis on long-term performance within the executive compensation program. In connection with these enhancements, current pay positioning against relevant external benchmarks, and with the full support of Mr. Florance, the Compensation Committee determined not to increase Mr. Florance’s target compensation from 2025 levels. For additional information, refer to the 2025 Say-on-Pay Results, Stockholder Engagement, and Responsive Actions section, including quantum of CEO pay.

  78. 2025 Total Target Compensation

    | NAME | ANNUAL BASE SALARY | TARGET ANNUAL CASH INCENTIVE | | 2025 TARGET EQUITY AWARD | | | | 2025 TOTAL TARGET COMPENSATION | | | | | | OPTIONS | PERF BASED RSAS | PERF STOCK AWARDS | TOTAL | | | Andrew C. Florance Founder and Chief Executive Officer | $1M | 150% | $1.5M | $2.9M | $8.6M | $7.6M | $19M | $21.5M | | Christian M. Lown Chief Financial Officer | $600k | 100% | $600k | $615k | $1.8M | $1.6M | $4.1M | $5.3M | | Lisa C. Ruggles SVP, Global Operations | $595k | 95% | $565k | $413k | $1.2M | $1.1M | $2.8M | $3.9M | | Frederick G. Saint President, Marketplaces | $595k | 100% | $595k | $615k | $1.8M | $1.6M | $4.1M | $5.3M | | Frank A. Simuro Chief Technology Officer | $650k | 100% | $650k | $825k | $2.5M | $2.2M | $5.5M | $6.8M |

  79. 2025 Base Salaries

    2025 Base Salaries Base salaries provide a minimum, fixed level of cash compensation for the NEOs. Salary levels of the executive officers are reviewed annually by the Compensation Committee. In establishing salary levels, the Compensation Committee considers each executive’s individual responsibilities and performance, prior base salary and total compensation, the pay levels of similarly situated executives within the Company, benchmarking data, and current market conditions. In 2025, the Compensation Committee conducted its annual review of NEO salaries and as a result determined that Mr. Florance’s salary should remain at the prior year’s level, Mr. Lown’s salary should be adjusted for better alignment with external benchmarks, and the rest of the NEOs should receive increases similar to the broader employee population. The following table shows the change to each NEO’s base salaries.

  80. 2025 Annual Cash Incentive Awards

    2025 Annual Cash Incentive Awards The Compensation Committee believes the use of an annual performance-based cash incentive award creates a direct link between executive compensation and individual and corporate performance. The Compensation Committee administers an annual cash incentive program under which our NEOs may earn a cash incentive award based on a fixed target percentage of base salary during the fiscal year if individual and corporate performance objectives for the fiscal year are achieved. The Compensation Committee reviews the target bonus opportunities annually, considering market and competitive conditions, peer company practices, and internal pay equity considerations. In 2025, the Compensation Committee conducted its annual review of NEO target bonus opportunities and determined that adjustment was needed only for Mr. Lown in order to better align with external benchmarking. The following table shows each NEO’s target annual bonus opportunity for 2025, expressed as a percentage of his or her base salary.

  81. 2025 Annual Cash Incentive Awards

    | NAME | 2025 TARGET ANNUAL CASH INCENTIVE OPPORTUNITY | 2024 TARGET ANNUAL CASH INCENTIVE OPPORTUNITY | CHANGE | | Andrew C. Florance Founder & Chief Executive Officer and President | 150% | 150% | — | | Christian M. Lown Chief Financial Officer | 100% | 95% | 5% | | Lisa C. Ruggles SVP, Global Operations | 95% | 95% | — | | Frederick G. Saint President, Marketplaces | 100% | 100% | — | | Frank A. Simuro Chief Technology Officer | 100% | 100% | — |

  82. 2025 Annual Cash Incentive Awards

    The Compensation Committee also determines the weighting of various individual (subjective) and Company financial goals (objective). In 2025 and prior years, these weightings varied among the NEOs and were subject to change from year to year, based

  83. 2025 Annual Cash Incentive Awards

    | | 2026 PROXY STATEMENT 56 |

  84. 2025 Annual Cash Incentive Awards

    on position and functional accountability and responsibility, as well as recommendations from our Chief Executive Officer. The individual weightings for 2025 are detailed below. Note for 2026: For the 2026 plan year, the weighting of objective and subjective goals has changed. The CEO’s short-term incentives will remain entirely driven (100%) by objective financial goals and the weighting of objective financial metrics for all other NEOs will be increased to 80%. At the beginning of each year, the Compensation Committee establishes Company financial goals that apply to all NEOs. After the completion of each year, the Compensation Committee reviews individual and Company performance to determine the extent to which goals were achieved and the actual cash bonuses to be paid to the NEOs according to the formula below.

  85. 2025 Annual Cash Incentive Awards

    | COMPANY PERFORMANCE | | | | INDIVIDUAL PERFORMANCE | | | | Financial Goal Achievementx | Weighting | + | Individual Goal AchievementX | Weighting (0% for CEO) | = | OVERALL ACHIEVEMENT |

  86. 2025 METRICS AND ACHIEVEMENT

    2025 METRICS AND ACHIEVEMENT For 2025, the Compensation Committee selected EBITDA as the Annual Cash Incentive performance metric, as in past years because it believes top-line growth and profitability are critical short-term measures for our success and key to long-term stockholder value creation. The EBITDA goal is intended to reflect the Company’s expected investments and strategic initiatives. The Compensation Committee set the 2025 EBITDA target based upon the Company’s 2025 budget as approved by the Board, and within the EBITDA guidance range of $253 million to $283 million provided by the Company in February 2025. The Compensation Committee set the target EBITDA at $278 million, challenging management to expand the margins of the Company’s commercial and marketplace businesses. This $278 million target was 119% higher than the 2024 actual EBITDA performance of $127 million. The Compensation Committee believed that setting an EBITDA-based performance goal at a $278 million target would incentivize management to further drive stockholder value and that the target goal was appropriately challenging to achieve. The following graphic shows the threshold, target, and maximum EBITDA goals and payout percentages for 2025 performance, as well as the actual EBITDA and payout percentage determined by the Compensation Committee for 2025 performance (dollar amounts in millions). In determining the 2025 payout percentage, the Compensation Committee considered the Company’s overall performance. In addition to the above target achievement of the EBITDA goals under the Plan, the Committee also considered significant strategic actions undertaken during the year that supported the Company’s long-term growth strategy, recognizing that the full impact of these actions may not be immediately reflected in near-term total shareholder return. The Compensation Committee found that management delivered solid financial performance in 2025 despite the Company’s 2025 stock performance which did not reflect these operating results. The stock price reflected broader market dynamics, including stock volatility driven by uncertainty regarding the perceived threat of emerging AI technologies. The Compensation Committee considered both absolute and relative performance, including stock price performance, operational results, and individual contributions, in making executive compensation decisions consistent with the established goals for the 2025 short-term incentives.

  87. 2025 METRICS AND ACHIEVEMENT

    | * 2025 target set 119% above 2024 actual result, which reflects a determination to establish a rigorous goal for our 2025 short-term incentive program. |

  88. 2025 METRICS AND ACHIEVEMENT

    | • | enhance goal rigor by establishing symmetrical slopes for performance metrics, and balance the EBITDA metric with an equally weighted Organic Revenue metric. |

  89. 2025 METRICS AND ACHIEVEMENT

    | • | For all NEOs other than the CEO, the short-term incentive breakdown has changed to 40% Organic Revenue, 40% EBITDA, and 20% Individual Performance. |

  90. Review of 2025 Individual Performance Outcomes

    | • Mr. Florance’s Short-term Incentive is entirely based upon objective financial goals (100% EBITDA). | | | | Corporate Goals Achievement 200% Weighting 100% | 2025 Cash Award $3,000,000 | Award as % of Salary 300% |

  91. Review of 2025 Individual Performance Outcomes

    | 2025 INDIVIDUAL ACHIEVEMENTS | | | | • Materially expanded and improved the breadth, accuracy, and timeliness of property, tenant, leasing, and market data supporting the Company’s major products. • Significantly increased photography, 3D capture, and advanced visualization output for residential and commercial offerings, improving listing quality, market coverage, and customer engagement. • Delivered significant innovation through disciplined use of automation and AI. • Improved efficiency, reduced costs, and supported large-scale international expansion without degradation of product quality. | | | | Corporate Goals Achievement 200% Weighting 50% | Individual Goals Achievement 170% Weighting 50% | Overall Achievement 185% 2025 Cash Award $1,045,713 Award as % of Salary 176% |

  92. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee structures executive equity incentives to align with long-term stockholder value creation and to support executive retention. The Compensation Committee believes that equity-based compensation and meaningful stock ownership encourage executives to maintain a sustained ownership interest in the Company’s long-term success. In setting target equity incentive levels, the Compensation Committee considers each executive’s individual responsibilities and performance, prior target levels, total compensation, internal pay equity considerations, and benchmarking data. The Compensation Committee generally makes annual grants of equity awards as part of the executive compensation program. In 2025, the Compensation Committee conducted its annual review of NEO equity awards and as a result determined that Mr. Florance, Ms. Ruggles, and Mr. Saints’ awards should be increased year-over-year to levels that the Committee felt brought both their long-incentive grant and their total target compensation in better alignment with external benchmarks.

  93. Equity Incentive Compensation

    | NEOs | STOCK OPTIONS | PERFORMANCE- BASED RSAS (TARGET) | PERFORMANCE STOCK AWARDS (TARGET) | TOTAL TARGET AWARD | | Andrew C. Florance Founder & Chief Executive Officer | $2,850,000 | $8,550,000 | $7,600,000 | $19,000,000* | | Christian M. Lown Chief Financial Officer | $615,000 | $1,845,000 | $1,640,000 | $4,100,000 | | Lisa C. Ruggles SVP, Global Operations | $412,500 | $1,237,500 | $1,100,000 | $2,750,000 | | Frederick G. Saint President, Marketplaces | $615,000 | $1,845,000 | $1,640,000 | $4,100,000 | | Frank A. Simuro Chief Technology Officer | $825,000 | $2,475,000 | $2,200,000 | $5,500,000 |

  94. Equity Incentive Compensation

    | * In March of 2025, Mr. Florance also received RSUs in connection with the deferral of his 2024 annual cash bonus under the Management Stock Purchase Plan (MSPP). The value of the RSUs is reported under Stock Awards in the Summary Compensation Table, but is not considered part of his target Long-Term Incentives for 2025. For additional information regarding the MSPP, see the “Deferred Compensation” discussion. |

  95. 2025 Equity Incentive Compensation Vehicles

    2025 Equity Incentive Compensation Vehicles 2025 STOCK OPTIONS (15% OF AWARD VALUE): Purpose: Executives realize value only if the stockholders realize value following the grant date (i.e., the price of the Company’s common stock has increased from the grant date to the time the option is exercised). The exercise price for each option is equal to the closing price of the Company’s common stock on the date of grant, which was the date of approval by the Compensation Committee. Options vest in roughly equal annual installments over three years and have an exercise term of up to 10 years.

  96. 2025 Equity Incentive Compensation Vehicles

    | NEOs | STOCK OPTION AWARD VALUE(1) | SHARES UNDERLYING OPTION AWARD(2) | | Andrew C. Florance Founder & Chief Executive Officer | $2,850,000 | 114,000 | | Christian M. Lown Chief Financial Officer | $615,000 | 24,600 | | Lisa C. Ruggles SVP, Global Operations | $412,500 | 16,500 | | Frederick G. Saint President, Marketplaces | $615,000 | 24,600 | | Frank A. Simuro Chief Technology Officer | $825,000 | 33,000 |

  97. 2025 Equity Incentive Compensation Vehicles

    | (1) The amounts reported in this table under “Option Award Values” differ from the grant date fair values for these awards reported in the “2025 Summary Compensation Table” and the “Grants of Plan-Based Awards” table in this Proxy Statement. |

  98. 2025 Equity Incentive Compensation Vehicles

    | (2) The number of shares subject to the options granted is determined by dividing the option award value by our compensation consultant’s assessed value per option calculated using the Black-Scholes model, rounded up to the nearest 100 shares. |

  99. 2025 Equity Incentive Compensation Vehicles

    Note for 2026: Stock Options have been eliminated as an equity award vehicle beginning with the 2026 grant.

  100. 2025 Equity Incentive Compensation Vehicles

    | | 2026 PROXY STATEMENT 61 |

  101. 2025 Equity Incentive Compensation Vehicles

    2025 PERFORMANCE-BASED RSAS (45% OF AWARD VALUE): Purpose: Number of shares granted is determined based on the achievement of the prior year’s net income goal. Following grant, the shares are subject to time-based vesting, maintaining retention value. Performance metric: In February 2024, the Compensation Committee established a net income goal of $133.5 million for the purposes of determining the size of the 2025 performance-based RSAs. For the 2024 performance period, the Board challenged management to expand margins for the Company’s commercial and marketplace businesses by two percentage points while simultaneously investing in excess of $850 million in the Company’s residential brands (Homes.com and OntheMarket). As a result, the Compensation Committee determined that setting the Net Income target at $133.5 million, which was less than the prior year actual Net Income, was appropriate and challenging in light of the commercial and marketplace margin expansion target. Results: As a result of the investments made in the business and the performance of our management team, the Company achieved stronger than expected Net New Bookings, which together with management’s focus on operational efficiency, sales force growth, and other management initiatives, including efficiency improvements due to AI implementation across the business, internal restructuring, and continued integration of our acquired businesses, implemented during the year, resulted in stronger than forecasted earnings results. As a result, the performance-based RSAs were granted at 200% of target value. The table below sets out target and granted shares for each NEO. These restricted shares vest in three equal annual installments, subject to continued service.

  102. 2025 Equity Incentive Compensation Vehicles

    | NEOs | PERFORMANCE- BASED RSAS (TARGET) | 2024 NET INCOME ACHIEVEMENT | PERFORMANCE BASED RSAS GRANTED | NUMBER OF SHARES GRANTED | | Andrew C. Florance Founder & Chief Executive Officer | $8,550,000 | 200% | $17,100,000 | 218,400 | | Christian M. Lown Chief Financial Officer | $1,845,000 | 200% | $3,690,000 | 47,200 | | Lisa C. Ruggles SVP, Global Operations | $1,237,500 | 200% | $2,475,000 | 31,600 | | Frederick G. Saint President, Marketplaces | $1,845,000 | 200% | $3,690,000 | 47,200 | | Frank A. Simuro Chief Technology Officer | $2,475,000 | 200% | $4,950,000 | 63,200 |

  103. 2025 Equity Incentive Compensation Vehicles

    Note for 2026: Informed by stockholder feedback to increase goal rigor and long-term goal performance, for 2026, the Compensation Committee updated the equity incentive plan design, including by eliminating performance-based RSAs in favor of time-based RSUs (which will be a smaller proportion of the total equity award). Prior to the update, the Compensation Committee had already set a 2025 net income goal for the purposes of the 2026 performance-based RSAs. Although the performance-based RSAs were not granted in 2026, the Compensation Committee reviewed net income performance against the target that had been set and determined that, had there been a 2026 performance-based RSA, it would have been granted at 96.25% of target.

  104. 2025 Equity Incentive Compensation Vehicles

    | | 2026 PROXY STATEMENT 62 |

  105. 2025 Equity Incentive Compensation Vehicles

    The Compensation Committee felt it was important that the NEOs be accountable for performance against the 2025 net income target and not inadvertently benefit from the change in structure. To achieve this, the Compensation Committee adjusted down the 2026 equity incentive plan target award for each NEO by the same amount that would have been forfeited due to below target performance had the performance-based RSA been continued.

  106. 2025 Equity Incentive Compensation Vehicles

    | * 2025 target set 58% above 2024 actual result, which reflects a determination to establish a rigorous goal for our long-term incentive program. |

  107. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”) Purpose: Shares vest based on achievement of a three-year revenue goal that encourages executives to achieve sustained growth, encourages executives’ focus on longer-term financial goals, and further links executives’ interests with those of our stockholders. In February 2025, the Compensation Committee established goals for the 2025-2027 performance period for Three-Year Performance Stock Awards granted to NEOs. For this period, performance will again be based on the Company’s three-year revenue goal, adjusted by a TSR modifier as presented in the table below. The revenue target represents an increase from 2024-2025 performance period target and is designed to be challenging and to support the Company’s long-term growth strategy.

  108. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    | Performance Against Three-year Revenue Goal | | x | Three-year TSR performance relative to S&P 500 | | = | Resulting Payout 0%-240% | | 0%-200% | | | 80%-120% | | | | | PERFORMANCE | 3-YEAR AGGREGATE REVENUE (IN THOUSANDS) | % OF TARGET SHARES EARNED | PERFORMANCE | MODIFIER TO TARGET SHARES | | 0% | | <95% of target | <$9,176 | 0% | <=25th percentile 50th percentile >=75th percentile | 80% 100% 120% | | | | 95% (threshold) | $9,176 | 50% | | | | | | 100% (target) | $9,659 | 100% | | | | 240% | | 102% | $9,852 | 200% | | | | |

  109. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    | | 2026 PROXY STATEMENT 63 |

  110. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    The number of target shares covered by all performance-based stock awards was based on the closing stock price on the date of grant. At the end of the performance period, the Compensation Committee will evaluate actual performance against the targets set at the beginning of the performance period and determine payouts using the formulas set out above. In the event of an acquisition that occurs during a three-year performance period, ‘Revenue’ does not include the revenue contribution for the year of the acquisition; however, the Compensation Committee adjusts the targets for the remaining years in the performance period to reflect the estimated revenue contribution from the acquisition in order to incentivize continued business growth.

  111. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    | NEOs | 2025-2027 PERFORMANCE STOCK AWARDS (TARGET AMOUNT) | TARGET SHARES | | Andrew C. Florance Founder & Chief Executive Officer | $7,600,000 | 97,100 | | Christian M. Lown Chief Financial Officer | $1,640,000 | 21,000 | | Lisa C. Ruggles SVP, Global Operations | $1,100,000 | 14,100 | | Frederick G. Saint President, Marketplaces | $1,640,000 | 21,000 | | Frank A. Simuro Chief Technology Officer | $2,200,000 | 28,100 |

  112. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    Note for 2026: Informed by stockholder feedback, the Compensation Committee updated the equity incentive plan design, increasing the emphasis on PSUs, and improving market alignment. Stockholders also shared their preference for enhanced rigor in goal setting and updated performance metrics, including a mix of per share and heavier weighted TSR with symmetrical ranges consistent with current market practices. In response, the Compensation Committee approved the updates detailed below.

  113. 2025-2027 PERFORMANCE STOCK AWARD (40%): (“THREE-YEAR PERFORMANCE STOCK AWARD”)

    | 2025 DESIGN | | | UPDATED DESIGN | | | Weighting: 40% | | | Weighting: 80% (CEO) | 60% (other NEOs) | | | 2025-2027 Revenue Metric (100%) | | | Three-year Adjusted EPS Metric (75%) | | | Threshold (50% payout) | 80% of Target | | Threshold (50% payout) | 90% of Target | | Target (100% payout) | 100% of Revenue goal | | Target (100% payout) | 100% of EPS goal | | Max (200% payout) | 102% of Target | | Max (200% payout) | 110% of Target | | | | | Super Stretch (250% payout)(1) | 115% of Target | | Relative TSR Modifier | | | Relative TSR Metric (25%) | | | Threshold (80% modifier) | 25th percentile | | Threshold (50% payout) | 30th percentile | | Target (100% modifier) | 50th percentile | | Target (100% payout) | 55th percentile | | Max (120% modifier) | 75th percentile | | Max (200% payout)(2) | 80th percentile | | | | | Super Stretch (250% payout)(1),(2) | 90th percentile | | | | | (1) Payout above 200% achievable only if “Super Stretch” target is reached. (There is no interpolation for performance between Max and Super Stretch) (2) TSR payout is capped at 100% if absolute TSR for the period is negative | |

  114. SETTLEMENT OF PRIOR THREE-YEAR PERFORMANCE STOCK AWARDS

    SETTLEMENT OF PRIOR THREE-YEAR PERFORMANCE STOCK AWARDS In prior years, the Company disclosed the settlement of Three-Year Performance Stock Awards based on the year in which payouts were approved and made. At the beginning of this year, the Company is aligning its disclosure with more standard practice by reporting the 3-Year Performance Stock Awards based on the completion of the applicable performance period. As a result, this year’s disclosure includes both the 2023–2025 performance stock awards for which the performance period concluded in 2025 and the 2022–2024 performance-based stock awards approved for payout in 2025.

  115. SETTLEMENT OF PRIOR THREE-YEAR PERFORMANCE STOCK AWARDS

    | | 2026 PROXY STATEMENT 64 |

  116. Settlement of 2023-2025 Performance Stock Awards

    Settlement of 2023-2025 Performance Stock Awards In February 2023, the Compensation Committee granted target Three-Year Performance Stock Awards to the NEOs as part of their total annual incentive compensation. The payout of these Three-Year Performance Stock Awards was determined following the end of the performance period (January 1, 2023 – December 31, 2025). At the time of the grant, the Compensation Committee set a three-year aggregate revenue target for 2023-2025 of $8,296 million and in February 2026 the Compensation Committee evaluated the Company’s performance against that target. During the period, the Company’s aggregate revenue was $8,185 million, which was 98.7% of target. The Company does not include the revenue contribution of an acquired company for the year of the acquisition; however, for acquisitions completed within the three-year period, the Compensation Committee adjusts the remaining years in the performance period to reflect the estimated revenue contribution from the acquisition. The Company’s TSR over the period was -5.5%, which was the 18th percentile of the S&P 500. As a result, the Compensation Committee determined the achievement of the 2023-2025 performance stock awards as follows:

  117. Settlement of 2023-2025 Performance Stock Awards

    | NEOs* | PERFORMANCE SHARES (TARGET) | % OF TARGET SHARES | # OF SHARES OF PERFORMANCE STOCK VESTED | | Andrew C. Florance Founder & Chief Executive Officer | 61,500 | 69.3% | 42,617 | | Lisa C. Ruggles SVP, Global Operations | 10,300 | 69.3% | 7,137 | | Frederick G. Saint President, Marketplaces | 10,300 | 69.3% | 7,137 | | Frank A. Simuro Chief Technology Officer | 18,000 | 69.3% | 12,473 |

  118. Settlement of 2023-2025 Performance Stock Awards

    | * Mr. Lown commenced employment with the Company on July 1, 2024, after this award was granted |

  119. Settlement of 2023-2025 Performance Stock Awards

    | | 2026 PROXY STATEMENT 65 |

  120. Settlement of 2022-2024 Performance Stock Awards

    Settlement of 2022-2024 Performance Stock Awards In February 2022, the Compensation Committee granted target Three-Year Performance Stock Awards to the NEOs as part of their total annual incentive compensation. The payout of these Three-Year Performance Stock Awards was determined following the end of the performance period (January 1, 2022 – December 31, 2024). At the time of the grant, the Compensation Committee set a three-year aggregate revenue target for 2022-2024 of $7,122 million and in February 2025 the Compensation Committee evaluated the Company’s performance against that target. During the period, the Company’s aggregate revenue was $7,374 million, which was 103% of target. The Company does not include the revenue contribution of an acquired company for the year of the acquisition; however, for acquisitions completed within the three-year period, the Compensation Committee adjusts the remaining years in the performance period to reflect the estimated revenue contribution from the acquisition. The Company’s TSR over the period was -1.5%, which was the 33rd percentile of the S&P 500. As a result, the Compensation Committee determined the achievement of the 2022-2024 performance stock awards to be 172.8%, calculated as a 200% payout on the revenue target modified downward with a 86.4% relative TSR modifier.

  121. Settlement of 2022-2024 Performance Stock Awards

    | NEOs* | PERFORMANCE SHARES (TARGET) | % OF TARGET SHARES | # OF SHARES OF PERFORMANCE STOCK VESTED | | Andrew C. Florance Founder & Chief Executive Officer | 43,000 | 172.8% | 74,304 | | Lisa C. Ruggles SVP, Global Operations | 9,600 | 172.8% | 16,588 | | Frederick G. Saint President, Marketplaces | 9,600 | 172.8% | 16,588 | | Frank A. Simuro Chief Technology Officer | 9,600 | 172.8% | 16,588 |

  122. Settlement of 2022-2024 Performance Stock Awards

    | * Mr. Lown commenced employment with the Company on July 1, 2024, after this award was granted. |

  123. Treatment of Equity in the event of Change in Control

    Treatment of Equity in the event of Change in Control Equity awards granted to our NEOs after the 2025 Annual Meeting of Stockholders and the adoption of the 2025 Stock Incentive Plan include a double trigger termination provision which provides that participants are eligible to receive benefits in connection with a Change in Control after a qualifying termination during the CIC protection period. These awards do not automatically become vested upon a Change in Control. The 2025 Stock Incentive Plan replaced the 2016 Plan for all equity awards made after June 26, 2025.

  124. Treatment of Equity in the event of Change in Control

    | | 2026 PROXY STATEMENT 67 |

  125. Equity Grant Practices

    Equity Grant Practices The Company does not have any program, plan or practice to time equity awards in coordination with the release of material non-public information, nor does the Company time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  126. Employment Agreements

    Employment Agreements We have an employment agreement with Mr. Florance and an offer letter with Mr. Lown, and we have at-will employment terms with Ms. Ruggles, Mr. Saint, and Mr. Simuro. All employees, including our NEOs, are required to execute terms and conditions of employment, which state that employment is at-will and set forth restrictive covenants, including duties of confidentiality, non-solicitation of customers and employees, and non-competition. Pursuant to Mr. Lown’s offer letter, in the event he is terminated by the Company for any reason other than cause (as defined in the agreement) and (1) the termination occurs within one year from his start of employment, Mr. Lown is eligible to receive 12 months of base salary and Company-paid COBRA benefits, or (2) the termination occurs more than one year from his start of employment, Mr. Lown is eligible to receive six months of base salary and Company-paid COBRA benefits, in each case, subject to his execution of a release. Pursuant to his employment agreement, Mr. Florance is entitled to receive base salary, an annual cash bonus, six weeks of paid vacation per year, the same health insurance, accident and disability insurance, life insurance, and other fringe benefits provided to most senior executives of the Company, and additional term life insurance coverage not to exceed $1 million (at a cost to the Company not to exceed $2,000 per year), payable as designated by Mr. Florance. Mr. Florance’s employment agreement automatically renews for successive one-year terms unless either the Company or Mr. Florance provides the other with written notice of termination at least three months prior to the end of the then-current term. Pursuant to his employment agreement, Mr. Florance is subject to confidentiality and non-compete restrictive covenants. The non-compete restrictions apply during the term of the agreement, any period of time during which he remains employed with the Company “at will” and through the second anniversary of the date of his termination. Mr. Florance determined to voluntarily eliminate, without any consideration, a legacy tax gross up entitlement related to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, which had been in Mr. Florance’s employment agreement since April 1998 based upon direct stockholder feedback. Effective January 1, 2026, the Company entered into an amendment to Mr. Florance’s employment agreement solely to eliminate this legacy provision, which had significant value to Mr. Florance. Mr. Florance, with the support of the Compensation Committee, determined that eliminating this provision was appropriate and in the best interests of the Company and its stockholders, aligning the agreement more closely with evolving market practices and stockholder feedback. In making this determination, the Compensation Committee considered the absence of any stockholder feedback regarding changes to any other provisions of the employment agreement.

  127. Employment Agreements

    | | 2026 PROXY STATEMENT 68 |

  128. Executive Severance Plan

    Executive Severance Plan Except as noted above for Mr. Florance and Mr. Lown, our NEOs were not entitled to contractual severance in 2025 and prior years. Instead, they were subject to the company-wide severance plan, which provides payments that do not discriminate in scope, terms or operation in favor of executives of the Company and that are available generally to all salaried employees. In January 2026, the Compensation Committee adopted an Executive Severance Plan to support the Company’s ability to retain experienced executive leadership, promote stability and continuity of management, and encourage executives to remain focused on the Company’s long-term objectives, particularly during periods of organizational change or strategic transitions. In approving the Executive Severance Plan, the Compensation Committee reviewed prevailing market practices, including severance multiples, benefit structures, and change in control provisions among the Company’s peer group, and considered the recommendations of its independent compensation consultant. The Compensation Committee also evaluated the Plan’s design features to ensure alignment with stockholder interests, including appropriate triggers, limitations, and governance protections. The Compensation Committee believes that the Executive Severance Plan reflects a balanced approach that is consistent with market practice, supports executive retention and engagement, and reinforces the Company’s commitment to sound compensation governance. The Executive Severance Plan, without duplicating any other severance protections, provides for the payment of customary severance benefits to certain of the Company’s executives at the level of Vice President or above, including the NEOs, in the event of an involuntary termination of employment with the Company, subject to the executive satisfying certain conditions, including the delivery of a release of claims in favor of the company. In the event of a Change in Control, participants are eligible to receive benefits under the plan only after a qualifying termination during the CIC protection period (“Double Trigger”). Benefits under the new Executive Severance Plan for executive officers, including the NEOs, generally consist of the executive’s base salary multiplied by a specific severance multiplier, a pro-rated bonus (or full bonus if the termination occurs during a change in control protection period) for the year of termination multiplied by a specific severance multiplier, any earned but unpaid bonus for the prior calendar year, subsidized COBRA health care coverage, and a number of months of equity vesting acceleration (or full equity vesting acceleration if the termination occurs during a change in control protection period), subject to actual performance for performance awards. Nothing in the Executive Severance Plan limits an NEO’s participation in, or rights under, any other plan, agreement, policy, or program of the Company, provided that benefits under the Executive Severance Plan and any such arrangement are not duplicative.

  129. Executive Severance Plan

    | CASH SEVERANCE | | | | DOUBLE TRIGGER CHANGE IN CONTROL CASH SEVERANCE | | | | | | COMPENSATION BASIS | MULTIPLE OF PAY | SEVERANCE PERIOD | COMPENSATION BASIS | MULTIPLE OF PAY | CIC PROTECTION PERIOD | CIC SEVERANCE PERIOD | | CEO | Base Salary and Prorated Bonus | 2.0 | 24 months following Termination | Base Salary and Target Bonus | 2.0 | 24 months following CIC | 24 months following Termination | | Other NEOs | Base Salary and Prorated Bonus | 1.0 | 12 months following Termination | Base Salary and Target Bonus | 1.0 | 24 months following CIC | 12 months following Termination |

  130. Executive Severance Plan

    | | 2026 PROXY STATEMENT 69 |

  131. Deferred Compensation

    Deferred Compensation The company maintains the Management Stock Purchase Plan (MSPP), designed to provide selected key employees of the Company and its subsidiaries, including the NEOs, the opportunity to defer a portion of their cash incentive compensation and to align management and stockholder interests through awards of Deferred Stock Units (“DSUs”) under the MSPP and awards of Matching RSUs under the 2016 Plan, the 2025 Plan, or a successor plan. In December 2025, the Compensation Committee amended the plan and permitted participants to elect to defer up to 90% of their annual incentive bonus or commissions that may be earned during the calendar year to improve tax administration. On the day the bonus would have otherwise been paid, the Company will award to the participant DSUs covering a number of shares of common stock having an aggregate fair market value on that date equal to the amount of the annual cash incentive for the prior calendar year that the participant elected to be deferred under the MSPP. On the same date the DSUs are awarded, the participant will receive a grant of Matching RSUs covering a number of shares of common stock equal to 100% of the DSUs granted. The DSUs issued under the MSPP will be fully vested at grant and will be settled as soon as practicable following the earliest to occur of (i) the fourth anniversary of the date of grant; (ii) the participant’s death; (iii) the participant’s disability; (iv) the participant’s separation from service from the Company; or (v) a change in control (as defined in the MSPP) of the Company. Matching RSUs will vest four years after the date of grant, subject to the participant’s continued employment through that date, or upon a change in control of the Company that occurs prior to such date (as defined in the MSPP). If the participant’s employment terminates for any reason before the Matching RSUs vest, they will be forfeited. In accordance with SEC rules, the Matching RSUs granted to the NEOs that participated in the MSPP in March of 2023, 2024 and 2025 are included in the 2025 Summary Compensation Table and the Matching RSUs granted to NEOs in March of 2025 are included in the Grants of Plan-Based Awards Table below.

  132. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  133. 2025 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Andrew C. Florance Founder and Chief Executive Officer | 2025 | $1,000,000 | $28,318,400 | $3,425,382 | $3,000,000 | $688,154 | $36,431,936 | | | 2024 | $1,000,000 | $30,335,765 | $2,857,085 | $3,000,000 | $201,110 | $37,393,960 | | | 2023 | $997,000 | $23,225,988 | $2,119,231 | $2,250,000 | $583,961 | $29,176,180 | | Christian M. Lown Chief Financial Officer | 2025 | $588,269 | $5,488,266 | $739,161 | $1,137,000 | $17,727 | $7,970,423 | | | 2024 | $253,846 | $2,750,035 | — | $525,355 | $11,274 | $3,540,510 | | Lisa C. Ruggles Senior Vice President, Global Operations | 2025 | $591,923 | $3,677,817 | $495,779 | $1,045,713 | $17,594 | $5,828,826 | | | 2024 | $571,154 | $4,746,973 | $448,294 | $955,938 | $31,997 | $6,754,356 | | | 2023 | $545,293 | $3,671,620 | $355,101 | $759,688 | $240,941 | $5,572,643 | | Frederick G. Saint President, Marketplaces | 2025 | $591,923 | $5,488,266 | $739,161 | $1,190,000 | $178,856 | $8,188,206 | | | 2024 | $571,154 | $6,703,685 | $536,690 | $1,000,500 | $151,326 | $8,963,355 | | | 2023 | $546,985 | $3,671,620 | $355,101 | $794,750 | $17,590 | $5,386,046 | | Frank A. Simuro Chief Technology Officer | 2025 | $646,923 | $7,347,105 | $991,558 | $1,300,000 | $17,853 | $10,303,439 | | | 2024 | $622,961 | $10,430,806 | $984,984 | $1,260,000 | $18,367 | $13,317,118 | | | 2023 | $587,446 | $6,418,808 | $617,818 | $1,050,000 | $44,917 | $8,718,989 |

  134. 2025 Summary Compensation Table

    | (1) This column reflects the aggregate grant date fair value of the awards granted in the years shown, calculated in accordance with FASB ASC Topic 718 and SEC rules. For Three-Year Performance Stock Awards granted in 2023 and 2024, consistent with prior year reporting, amounts reflect the grant-date fair value of the maximum number of shares that may be earned based on achievement of three-year cumulative revenue goals with payouts subject to adjustment based on the Company’s relative TSR over the applicable performance period. For Three-Year Performance Stock Awards granted in 2025, amounts reflect the grant-date fair value of awards, calculated in accordance with FASB ASC Topic 718 and SEC rules based on the probable outcome of the applicable performance conditions as of the grant date. The fair values shown represent accounting expense and do not necessarily reflect the actual value ultimately realized by the NEOs. Additional information regarding these awards is provided in the “2025 Grants of Plan Based Awards” and “Outstanding Equity Awards at 2025 Fiscal Year-End” tables as well as the “Equity Incentive Compensation” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. Assumptions used to calculate the fair value of 2025 awards are described in Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. |

  135. 2025 Summary Compensation Table

    | The maximum grant date fair values of the 2025 Three-Year Performance Stock Awards are as follows (representing a 240% maximum payout): |

  136. 2025 Summary Compensation Table

    | NAME | MAXIMUM GRANT DATE FAIR VALUE ($) | | Mr. Florance | $19,875,982 | | Mr. Lown | $4,298,616 | | Ms. Ruggles | $2,886,214 | | Mr. Saint | $4,298,616 | | Mr. Simuro | $5,751,958 |

  137. 2025 Summary Compensation Table

    | | 2026 PROXY STATEMENT 71 |

  138. 2025 Summary Compensation Table

    | This column also includes the value of the Matching RSUs issued to Mr. Florance under the MSPP pursuant to his election to defer 100% of his 2024 annual cash incentive compensation. Additional information regarding the Matching RSUs is provided in the “2025 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2025 Fiscal Year-End” Tables as well as the “Deferred Compensation” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. |

  139. 2025 Summary Compensation Table

    | NAME | 2024 CASH INCENTIVE COMPENSATION | 2024 MSPP CONTRIBUTION ($) | EQUIVALENT DSUs AWARDED IN MARCH 2025 (#) | MATCHING RSUs AWARDED IN MARCH 2025 (#) | | Andrew C. Florance | $3,000,000 | $2,929,469* | 37,649 | 37,649 | | * Reflects deduction for non-deferrable taxes | | | | |

  140. 2025 Summary Compensation Table

    | (2) Amounts reported reflect the grant date fair value of stock options granted to NEOs pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 16 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. |

  141. 2025 Summary Compensation Table

    | (3) This amount represents the annual cash incentive earned under the Company’s annual incentive bonus plan based on the achievement of individual and/or Company financial goals. These bonuses are awarded and paid in the year following the year for which performance was measured. For additional information regarding the annual cash incentives paid for 2025 performance, see the “2025 Annual Cash Incentive Awards” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. |

  142. 2025 Summary Compensation Table

    | As outlined below, certain of our NEOs elected to defer a portion of their 2025 cash incentive compensation under the MSPP. |

  143. 2025 Summary Compensation Table

    | The DSUs and Matching RSUs awarded pursuant to the NEOs’ elections with respect to their 2025 cash incentive compensation were issued in March 2026. For additional information regarding the MSPP, see the “Deferred Compensation” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. The Matching RSUs awarded in 2026 to each of Messrs. Florance and Lown will be included in the 2027 Summary Compensation Table and 2027 Grants of Plan Based Awards Table in next year’s proxy statement. |

  144. 2025 Summary Compensation Table

    | NAME | 2025 CASH INCENTIVE COMPENSATION | 2025 MSPP CONTRIBUTION ($) | EQUIVALENT DSUs AWARDED IN MARCH 2026 (#) | MATCHING RSUs AWARDED IN MARCH 2026 (#) | | Andrew C. Florance | $3,000,000 | $2,876,856* | 62,081 | 62,081 | | Christian M. Lown | $1,137,000 | $284,250 | 6,134 | 6,134 | | * Reflects deduction for non-deferrable taxes | | | | |

  145. 2025 Summary Compensation Table

    | (4) Amounts include, as applicable, the value of perquisites and personal benefits, taxable imputed income related to group term life insurance and long-term disability coverage, and company contributions to defined contribution plans and health savings accounts (HSAs). Where the value of the items reported in a particular category for an NEO exceeded $10,000 in 2025 (other than perquisites and benefits, which are subject to different thresholds as described below), those items are identified and quantified below. |

  146. 2025 Summary Compensation Table

    | Perquisites and Personal Benefits: Perquisites and other personal benefits provided to certain NEOs are as follows: security, travel-related perquisites, and other nominal perquisites or personal benefits. We determine the incremental cost for perquisites and personal benefits based on costs or charges incurred by the Company. |

  147. 2025 Summary Compensation Table

    | Security. The Company provides Mr. Florance with residential and security measures based on a comprehensive residential physical security evaluation and independent security threat assessment, following credible threats made to Mr. Florance and members of his family. The amounts reported in the All Other Compensation column include the costs of these security measures, which are treated as perquisites under applicable SEC guidance, even though they arise from risks associated with Mr. Florance’s role with the Company. The costs are primarily associated with physical security enhancements and property improvements designed to mitigate identified safety risks at Mr. Florance’s residences, including limited security detail, camera system enhancements, access control enhancements and alarm system upgrades. The Compensation Committee believes the scope and costs are an appropriate business expense and necessary to protect the safety of Mr. Florance so he that may focus on his ability to perform his employment responsibilities and are necessary to reduce potential risks to the Company. The Compensation Committee believes this business expense is not related to personal services or discretionary personal benefits. Security costs are based on actual costs incurred by the Company. |

  148. 2025 Summary Compensation Table

    | Company Aircraft: The Company calculates the value of personal use of Company aircraft by calculating an hourly variable rate for variable costs such as fuel and hourly engine program costs for the aircraft and multiplied that result by the hours flown for personal use, then added one-time, variable costs incurred while using the corporate aircraft for personal use, such as catering and crew travel expenses. Since the aircraft is used primarily for business travel, the calculation does not include the fixed costs that do not change based on usage, such as crew salaries, hangar storage costs and cost of maintenance not related to personal use trips. |

  149. 2025 Summary Compensation Table

    | The cost of any category of the listed perquisites and personal benefits did not exceed the greater of $25,000 or 10% of total perquisites and personal benefits for any NEO in 2025, except for the following: |

  150. 2025 Summary Compensation Table

    | • | Mr. Florance: costs attributable to security measures ($558,343) as discussed above. |

  151. 2025 Summary Compensation Table

    | • | Mr. Saint: relocation costs ($79,957) and a tax gross-up ($65,685) on the value of those relocation costs. |

  152. 2025 Summary Compensation Table

    | Contributions to Plans: In 2025, each NEO received a 401(k) Plan employer matching contribution in the amount of $14,000. |

  153. 2025 Summary Compensation Table

    | | 2026 PROXY STATEMENT 72 |

  154. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following Grants of Plan-Based Awards table provides additional information about stock and option awards granted to our NEOs during the year ended December 31, 2025, as well as non-equity incentive plan awards for the year ended December 31, 2025.

  155. 2025 Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(5) ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(6) | | NAME | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Andrew C. Florance | | | $750,000 | $1,500,000 | $3,000,000 | | | | | | | | | | 2/20/2025 | 2/13/2025 | | | | 38,840 | 97,100 | 233,040 | | | | $8,281,659 | | | 2/20/2025 | 2/13/2025 | | | | | | | 218,400 | | | $17,107,272 | | | 2/20/2025 | 2/13/2025 | | | | | | | | 114,000 | $78.33 | $3,425,382, | | | 3/5/2025 | | | | | | | | 37,649 | | | $2,929,469 | | Christian M. Lown | | | $195,000 | $600,000 | $1,200,000 | | | | | | | | | | 2/20/2025 | 2/13/2025 | | | | 8,400 | 21,000 | 50,400 | | | | 1,791,090 | | | 2/20/2025 | 2/13/2025 | | | | | | | 47,200 | | | 3,697,716 | | | 2/20/2025 | 2/13/2025 | | | | | | | | 24,600 | $78.33 | $739,161 | | Lisa C. Ruggles | | | $141,313 | $565,250 | $1,130,500 | | | | | | | | | | 2/20/2025 | 2/13/2025 | | | | 5,640 | 14,100 | 33,840 | | | | $1,202,589 | | | 2/20/2025 | 2/13/2025 | | | | | | | 31,600 | | | $2,475,228 | | | 2/20/2025 | 2/13/2025 | | | | | | | | 16,500 | $78.33 | $495,779 | | Frederick G. Saint | | | $178,500 | $595,000 | $1,190,000 | | | | | | | | | | 2/20/2025 | 2/13/2025 | | | | 8,400 | 21,000 | 50,400 | | | | $1,791,090 | | | 2/20/2025 | 2/13/2025 | | | | | | | 47,200 | | | $3,697,176 | | | 2/20/2025 | 2/13/2025 | | | | | | | | 24,600 | $78.33 | $739,161 | | Frank A. Simuro | | | $162,500 | $650,000 | $1,300,000 | | | | | | | | | | 2/20/2025 | 2/13/2025 | | | | 11,240 | 28,100 | 67,440 | | | | $2,396,649 | | | 2/20/2025 | 2/13/2025 | | | | | | | 63,200 | | | $4,950,456 | | | 2/20/2025 | 2/13/2025 | | | | | | | | 33,000 | $78.33 | $991,558 |

  156. 2025 Grants of Plan-Based Awards

    | (1) Amounts shown in these columns are possible amounts payable under the Company’s annual executive cash incentive plan for 2025. The actual cash payments made in 2026 for 2025 performance under the Company’s annual executive cash incentive plan are reported in the Summary Compensation Table above. The Company’s annual executive cash incentive plan in effect for 2025 is described more fully in the section titled “Compensation Discussion and Analysis—2025 Annual Cash Incentive Awards” within this Proxy Statement. |

  157. 2025 Grants of Plan-Based Awards

    | (2) Amounts shown in these columns are the possible number of shares that may vest pursuant to the three-year performance-based restricted stock awards granted in February 2025 under the Company’s 2016 Plan, which vest based on achievement of a three-year cumulative revenue goal for the performance period from January 1, 2025 through December 31, 2027 and are subject to adjustment based on the Company’s relative TSR over the three-year performance period. See “Compensation Discussion and Analysis—2025 Equity Incentive Compensation Vehicles” for a description of the material terms of these awards. |

  158. 2025 Grants of Plan-Based Awards

    | (3) Amounts shown in this column represent restricted stock and restricted stock unit awards granted to the NEOs in 2025, including grants on February 20, 2025 in respect of achievement of 2024 net income goals and for Mr. Florance, on March 5, 2025 of matching RSUs in respect to deferrals of 2024 cash incentive compensation under the MSPP. The closing prices of the Company’s common stock on February 20, 2025 and March 5, 2025 were $78.33 and $77.81, respectively. These awards were granted under the Company’s 2016 Plan. |

  159. 2025 Grants of Plan-Based Awards

    | (4) Amounts shown in this column represent stock options granted to the NEOs in 2025 under the Company’s 2016 Plan that vest in three equal annual installments after the date of grant. |

  160. 2025 Grants of Plan-Based Awards

    | (5) The exercise price is the closing price of our common stock on the date of grant, as reported on Nasdaq. |

  161. 2025 Grants of Plan-Based Awards

    | (6) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 pursuant to SEC rules. The grant date fair value of performance-based restricted stock awards is based on probable outcome with regard to the applicable performance metrics. For a discussion of the assumptions used in calculating the fair value of each equity award see Note 16 to the audited financial statements in the 2025 Annual Report. |

  162. 2025 Grants of Plan-Based Awards

    | | 2026 PROXY STATEMENT 73 |

  163. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the equity awards we have made to our NEOs that are outstanding as of December 31, 2025.

  164. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS(1) | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | | Florance | 3/2/2017 | 346,000 | — | $20.49 | 3/1/2027 | | | | | | | 2/28/2018 | 310,000 | — | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 222,000 | — | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 162,000 | — | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 80,000 | — | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 101,400 | — | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 48,933 | 24,467 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | 30,166 | 60,334 | $82.47 | 2/21/2034 | | | | | | | 2/20/2025 | — | 114,000 | $78.33 | 2/19/2035 | | | | | | | 2/14/2023 | | | | | 46,100 | $3,099,764 | 61,500 | $4,135,260 | | | 3/15/2023 | | | | | 18,922 | $1,272,315 | — | — | | | 2/22/2024 | | | | | 118,667 | $7,979,169 | 79,100 | $5,318,684 | | | 2/20/2025 | | | | | 218,400 | $14,685,216 | 233,040 | $15,669,610 | | | 3/5/2025 | | | | | 37,649 | $2,531,519 | — | — | | Lown | 2/20/2025 | — | 24,600 | $78.33 | 2/19/2035 | | | | | | | 7/1/2024 | | | | | 24,816 | $1,668,628 | — | — | | | 2/20/2025 | | | | | 47,200 | $3,173,728 | 50,400 | $3,388,896 | | Ruggles | 2/28/2018 | 21,670 | — | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 38,000 | — | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | — | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 17,000 | — | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 22,600 | — | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 8,200 | 4,100 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | 4,733 | 9,467 | $82.47 | 2/21/2034 | | | | | | | 2/20/2025 | — | 16,500 | $78.33 | 2/19/2035 | | | | | | | 3/15/2022 | | | | | 3,388 | $227,809 | | | | | 2/14/2023 | | | | | 7,700 | $517,748 | 10,300 | $692,572 | | | 2/22/2024 | | | | | 18,534 | $1,246,226 | 12,400 | $833,776 | | | 2/20/2025 | | | | | 31,600 | $2,124,784 | 33,840 | $2,275,402 | | Saint | 2/7/2019 | 45,000 | — | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | — | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 19,000 | — | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 22,600 | — | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 8,200 | 4,100 | $76.78 | 2/13/2033 | | | | |

  165. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2026 PROXY STATEMENT 74 |

  166. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS(1) | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | | | 2/22/2024 | 5,666 | 11,334 | $82.47 | 2/21/2034 | | | | | | | 2/20/2025 | — | 24,600 | $78.33 | 2/19/2035 | | | | | | | 2/14/2023 | | | | | 7,700 | $517,748 | 10,300 | $692,572 | | | 2/22/2024 | | | | | 22,267 | $1,497,233 | 14,900 | $1,001,876 | | | 7/26/2024 | | | | | 9,554 | $642,411 | — | — | | | 2/20/2025 | | | | | 47,200 | $3,173,728 | 50,400 | $3,388,896 | | Simuro | 2/28/2018 | 22,420 | — | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 38,000 | — | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | — | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 17,000 | — | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 22,600 | — | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 14,266 | 7,134 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | 10,400 | 20,800 | $82.47 | 2/21/2034 | | | | | | | 2/20/2025 | — | 33,000 | $78.33 | 2/19/2035 | | | | | | | 3/15/2022 | | | | | 12,641 | $849,981 | | | | | 2/14/2023 | | | | | 13,467 | $905,521 | 18,000 | $1,210,320 | | | 2/22/2024 | | | | | 40,800 | $2,743,392 | 27,200 | $1,828,928 | | | 2/20/2025 | | | | | 63,200 | $4,249,568 | 67,440 | $4,534,666 |

  167. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Stock option awards vest one-third annually, with awards granted between the 1st and 15th of any month vesting on the 15th day of the month during which the anniversary of the grant falls, assuming continued employment and awards granted between the 16th day of the month and the end of the month vesting on the 1st day of the month following during which the anniversary of the grant falls, assuming continued employment. |

  168. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Performance-based restricted stock awards in this column vest one-third annually, with awards granted between the 1st and 15th of any month vesting on the 15th day of the month during which the anniversary of the grant falls, assuming continued employment and awards granted between the 16th day of the month and the end of the month vesting on the 1st day of the following month, assuming continued employment. Matching RSUs granted to Mr. Florance on March 5, 2025 pursuant to his deferral of annual incentive compensation under the MSPP cliff vest four years from the date of grant. |

  169. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Market value based on the closing price of the Company’s common stock as of December 31, 2025 of $67.24 per share, the last trading day of fiscal year 2025. |

  170. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Outstanding Three-Year Performance Stock Awards granted in 2025, 2024, and 2023 vest based on performance for the three-year performance period ending on December 31, 2027, 2026, and 2025, respectively, subject to the Compensation Committee’s certification of the applicable performance results following the end of each performance period. The amounts shown for the 2025 and 2024 Three-Year Performance Stock Awards reflect maximum and target level performance assumptions, respectively, and do not represent actual performance results, and may differ materially from the number of shares ultimately earned. |

  171. Outstanding Equity Awards at 2025 Fiscal Year-End

    | The 2023 Three-Year Performance Stock Awards vested in February 2026 upon the Compensation Committee’s certification of performance. The actual number of shares earned by each NEO in February 2026 as a result of the vesting was as follows: |

  172. Outstanding Equity Awards at 2025 Fiscal Year-End

    | NAME | ACTUAL SHARES EARNED (#) | | Mr. Florance | 42,617 | | Ms. Ruggles | 7,137 | | Mr. Saint | 7,137 | | Mr. Simuro | 12,473 |

  173. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2026 PROXY STATEMENT 75 |

  174. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following Option Exercises and Stock Vested table provides information about the value realized by the NEOs upon option award exercises and stock award vesting during the year ended December 31, 2025.

  175. Option Exercises and Stock Vested in 2025

    | NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING(1) ($) | | Andrew C. Florance | — | $0 | 212,081 | $15,843,488 | | Christian M. Lown | — | $0 | 12,407 | $997,523 | | Lisa C. Ruggles | — | $0 | 43,016 | $3,218,280 | | Frederick G. Saint | — | $0 | 45,802 | $3,486,246 | | Frank A. Simuro | — | $0 | 64,152 | $4,828,033 |

  176. Option Exercises and Stock Vested in 2025

    | (1) Reflects the product of the number of shares acquired upon vesting multiplied by the closing price of our common stock on the trading day immediately preceding the vesting date. |

  177. Non-Qualified Deferred Compensation in 2025

    Non-Qualified Deferred Compensation in 2025

  178. Non-Qualified Deferred Compensation in 2025

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS(2) ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END(3) ($) | | Andrew C. Florance | $2,929,469 | — | — | — | $3,803,834 | | Christian M. Lown | — | — | — | — | $0 | | Lisa C. Ruggles | $0 | — | | ($175,568) | $227,809 | | Frederick G. Saint | $0 | — | — | — | $0 | | Frank A. Simuro | $0 | — | | ($510,958) | $849,981 |

  179. Non-Qualified Deferred Compensation in 2025

    | (1) These contributions were made by deferring a portion of the 2024 annual cash incentive award under our MSPP and represent the value of DSUs purchased in 2025 based on the closing share price of our common stock on the purchase date. All of the amounts shown in this column were included as compensation in the “Summary Compensation Table” for 2024 in accordance with SEC rules because they represent a portion of the annual cash incentive award earned for 2024 performance that would have been paid out in 2025 if the deferral election had not been made. |

  180. Non-Qualified Deferred Compensation in 2025

    | (2) Represents the value of the DSUs vested and distributed in 2025. |

  181. Non-Qualified Deferred Compensation in 2025

    | (3) Represents the value of the DSUs held as of December 31, 2025, multiplied by $67.24, the closing stock price of our common stock on December 31, 2025, the last trading day of 2025. |

  182. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control This section discusses the incremental compensation that would be payable by the Company to each NEO in the event of a change of control of the Company or a termination of the NEO’s employment with the Company for various reasons described below, sometimes referred to herein as a “triggering event.” The actual amounts that would be paid upon a NEO’s termination of employment or change of control can only be determined at the time of the applicable event. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price.

  183. Potential Payments Upon Termination or Change of Control

    | | 2026 PROXY STATEMENT 76 |

  184. CEO Pay Ratio

    CEO Pay Ratio The 2025 annual total compensation for the median compensated employee of the Company, other than our CEO was $120,170 and the annual total compensation of our CEO was $36,431,936. Based on this information, for fiscal year 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 303 to 1. We believe this ratio is a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As a result of large acquisitions completed in 2025, including Domain, which significantly changed the size and composition of the Company’s employee population, the Company re-identified its median employee for fiscal year 2025, as permitted under SEC

  185. CEO Pay Ratio

    | | 2026 PROXY STATEMENT 79 |

  186. CEO Pay Ratio

    rules. The Company believes that re-identifying the median employee was appropriate given the impact of the acquisitions on employee demographics and compensation distribution. Our CEO pay ratio is based on the following methodology:

  187. CEO Pay Ratio

    | • | We identified our median employee from among our employees as of December 31, 2025, based on our payroll records. |

  188. CEO Pay Ratio

    | • | As permitted by SEC rules under a de minimis exemption, we excluded 408 employees, who in the aggregate represented less than 5% of our 8,429 employees as of December 31, 2025. These exclusions consisted of all employees located in Philippines (249 employees), Germany (56 employees), Spain (29 employees), Singapore (27 employees), Japan (12 employees), China (11 employees), Indonesia (9 employees), Colombia (4 employees), Malaysia (3 employees), United Arab Emirates (3 employees), and Italy, Netherlands, Norway, Sweden, and Taiwan (1 employee each). The application of this de minimis exception results in an employee population of 8,021 including the Chief Executive Officer. |

  189. CEO Pay Ratio

    | • | We used a consistently applied total direct compensation measure consisting of (i) fiscal year 2025 base pay, which we annualized for any permanent employees who commenced work during the year, (ii) cash bonuses paid in fiscal year 2025, excluding allowances and relocation payments, (iii) sales incentive compensation and overtime pay, and (iv) the dollar value of annual equity awards granted during fiscal year 2025. |

  190. CEO Pay Ratio

    | • | We calculated the total compensation of our median employee for purposes of computing the pay ratio using the same criteria that were used for determining the total annual compensation of our CEO. |

  191. CEO Pay Ratio

    The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  192. CEO Pay Ratio

    | | 2026 PROXY STATEMENT 80 |

  193. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table for the Chief Executive Officer and other NEOs. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please review the “Compensation Discussion and Analysis” section of this Proxy Statement. The following table sets forth information concerning the compensation of our NEOs and our financial performance for each of the five years in the period ended December 31, 2025:

  194. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO (1) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO (1) NEOS ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN MILLIONS) | EBITDA ($ IN MILLIONS) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN (2) ($) | | | | 2025 | $36,431,936 | $33,174,602 | $8,072,724 | $5,593,138 | $112.39 | $122.51 | $6.5 | $170.1 | | 2024 | $37,393,960 | $8,220,790 | $8,229,951 | $2,855,473 | $119.66 | $118.76 | $138.7 | $123.0 | | 2023 | $29,176,180 | $28,622,960 | $7,289,696 | $7,416,214 | $146.06 | $112.65 | $374.7 | $389.8 | | 2022 | $19,420,514 | $16,180,113 | $5,633,566 | $4,583,956 | $129.17 | $101.00 | $369.5 | $582.7 | | 2021 | $22,164,341 | $11,430,937 | $6,616,193 | $3,506,869 | $132.09 | $137.09 | $292.6 | $565.0 |

  195. Pay Versus Performance

    | (1) The amounts shown represent CAP to our Principal Executive Officer (“PEO”) and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  196. Pay Versus Performance

    | YEAR | PEO | NON-PEO NEOS | | 2025 | Andrew C. Florance | Christian M. Lown, Lisa C. Ruggles, Frederick G. Saint, and Frank A. Simuro | | 2024 | Andrew C. Florance | Christian M. Lown, Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint, and Frank A. Simuro | | 2023 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint, and Frank A. Simuro | | 2022 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint, and Frank A. Simuro | | 2021 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, and Frederick G. Saint |

  197. Pay Versus Performance

    | | 2026 PROXY STATEMENT 81 |

  198. Pay Versus Performance

    CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  199. Pay Versus Performance

    | ADJUSTMENTS | PEO | | | | | | | 2025 | 202 4 | 202 3 | 202 2 | 202 1 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2025 Summary Compensation Table for Applicable Year | -($31,743,782) | -($33,192,850) | -($25,345,219) | -($15,526,424) | -($18,710,768) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Remain Unvested as of Applicable Year End, determined as of Applicable Year End | $33,304,624 | $22,403,392 | $24,240,807 | $18,416,210 | $14,435,844 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Vested during Applicable Year, determined as of Vesting Date | $0 | $0 | $0 | $3,551 | $0 | | Increase/deduction for Awards Granted during Prior Year(s) that were Outstanding and Unvested as of Applicable Year End, determined based on change in ASC 718 Fair Value from Prior Year End to Applicable Year End | -($5,247,515) | -($13,423,536) | $2,965,451 | $756,384 | $3,584,582 | | Increase/deduction for Awards Granted during Prior Year(s) that Vested During Applicable Year, determined based on change in ASC 718 Fair Value from Prior Year End to Vesting Date | $429,339 | -($4,960,176) | -($2,414,259) | -($6,890,122) | -($2,873,898) | | Total Adjustments | -($3,257,334) | -($29,173,170) | -($553,220) | -($3,240,401) | -($10,733,404) |

  200. Pay Versus Performance

    | | 2026 PROXY STATEMENT 82 |

  201. Pay Versus Performance

    | ADJUSTMENTS | AVERAGE NON-PEO NEOS | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2025 Summary Compensation Table for Applicable Year | -($8,338,663) | -($5,320,293) | -($5,755,090) | -($4,293,321) | -($5,277,307) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Remain Unvested as of Applicable Year End, determined as of Applicable Year End | $6,667,183 | $4,751,991 | $5,567,668 | $4,567,643 | $3,840,076 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Vested during Applicable Year, determined as of Vesting Date | $0 | $0 | $0 | $0 | $301 | | Increase/deduction for Awards Granted during Prior Year(s) that were Outstanding and Unvested as of Applicable Year End, determined based on change in ASC 718 Fair Value from Prior Year End to Applicable Year End | -($925,888) | -($1,899,128) | $738,930 | $183,671 | -($849,736) | | Increase/deduction for Awards Granted during Prior Year(s) that Vested During Applicable Year, determined based on change in ASC 718 Fair Value from Prior Year End to Vesting Date | $117,782 | -($463,526) | -($424,990) | -($1,507,603) | -($822,658) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Year(s) that were Forfeited during Applicable Year, determined as of Prior Year End | $0 | -($2,443,522) | $0 | $0 | $0 | | Total Adjustments | -($2,479,586) | -($5,374,478) | $126,518 | -($1,049,610) | -($3,109,324) |

  202. Pay Versus Performance

    | (2) Pursuant to SEC rules, the TSR amounts assume an initial investment of $100 on December 31, 2020. As permitted by SEC rules, the peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P Composite 1500 Real Estate Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described in the “Compensation Discussion and Analysis—How Executive Compensation Decisions are Made” section of this Proxy Statement. |

  203. Pay Versus Performance

    | | 2026 PROXY STATEMENT 83 |

  204. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  205. PAY VERSUS PERFORMANCE TABULAR LIST

    PAY VERSUS PERFORMANCE TABULAR LIST We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:

  206. PAY VERSUS PERFORMANCE TABULAR LIST

    | (1) Revenue; |

  207. PAY VERSUS PERFORMANCE TABULAR LIST

    | (2) EBITDA; |

  208. PAY VERSUS PERFORMANCE TABULAR LIST

    | (3) Relative TSR; and |

  209. PAY VERSUS PERFORMANCE TABULAR LIST

    | (4) Net Income. |

  210. PAY VERSUS PERFORMANCE TABULAR LIST

    These measures reflect the key metrics used for measuring performance under our annual cash and equity incentive compensation plans and multi-year performance-based equity incentive awards .

  211. PAY VERSUS PERFORMANCE TABULAR LIST

    | | 2026 PROXY STATEMENT 85 |