CoStar Group Responds to D.E. Shaw Group Letter
CoStar Group issued the following statement in response to the letter issued by D. E. Shaw Group. "On top of Board change already obtained last year, D.E. Shaw is seeking majority change of CoStar Group's Board of Directors based on arguments that demonstrate a fundamental misunderstanding of our business and push a false narrative that we have not substantially engaged with D.E. Shaw or considered their feedback. The truth is, the Board and management team listened to and responded to D.E. Shaw's requests, including: Refreshing the Board with three new independent directors, two of which were recommended by D.E. Shaw and Third Point, and announcing a new independent Board Chair. Forming a Capital Allocation Committee to support the Board's and management's comprehensive review of the Company's capital structure, capital allocation priorities, and financial targets. Moderating net investment in Homes.com by $300 million in 2026 and $100+ million annually thereafter to achieve break even exiting 2029 while at the same time increasing investment in our commercial product offerings. Accelerating the completion of our $500 million share repurchase program initiated in 2025 and authorizing a new $1.5 billion repurchase program in January 2026. After engaging the top 50 stockholders representing 77% of shares outstanding, implementing a redesigned executive compensation program for 2026, with more rigorous and quantitative goals, enhanced transparency, and a simplified structure..."
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- Vacancy Rate Forecast: CoStar's revised forecast indicates that the U.S. office vacancy rate will remain stable at 14.1% through 2026, with a gradual decline to near 13% by 2030, reflecting a recovery in tenant demand.
- Rent Growth Trends: Although rent growth is expected to remain below 1% throughout 2026, an acceleration is anticipated in early 2027, coinciding with a rebound in job growth, indicating potential market recovery.
- Construction Supply Situation: Approximately two-thirds of the under-construction projects are expected to deliver this year, suggesting that market supply remains ample, which may exert some downward pressure on vacancy rates.
- Economic Risk Assessment: While the short- and long-term vacancy rate forecasts remain stable, the productivity divergence between economic growth and job growth may persist, potentially impacting demand for office space.
- Board Change Controversy: CoStar Group responded to D.E. Shaw's letter, emphasizing that a board change was already achieved last year, arguing that D.E. Shaw fundamentally misunderstands the business and has not adequately considered their feedback, indicating an intent to interfere with corporate governance.
- Homes.com Value Argument: CoStar warns that abandoning Homes.com would lead to 'value destruction,' stating that the suggestions from D.E. Shaw and Third Point would cause irreparable harm to the entire business, underscoring the importance of retaining this asset to maintain overall company value.
- Stock Price Reaction: Following this news, CoStar's shares edged down by 0.9% on Thursday, reflecting market concerns over the governance dispute, which could impact investor confidence and future stock performance.
- Advisory Team Support: CoStar has engaged Goldman Sachs as its financial advisor and Latham & Watkins LLP as legal counsel, demonstrating the company's professional preparedness in addressing shareholder activism and governance challenges, aiming to uphold its strategic direction and market position.
- Earnings Announcement Schedule: CoStar Group is set to release its financial results for Q4 and the full year of 2025 after market close on February 24, 2026, with management conducting a conference call at 5 PM EDT to discuss results and outlook, reflecting the company's commitment to transparency and investor communication.
- Live Webcast Availability: The conference call will be available via live audio webcast on CoStar Group's investor website, with a replay accessible afterward, ensuring that investors can obtain key information at their convenience, thereby enhancing interaction between the company and its investors.
- User Traffic Growth: As of Q3 2025, CoStar Group's websites attracted over 143 million average monthly unique visitors, indicating strong appeal and market penetration in the commercial real estate sector, further solidifying its industry leadership position.
- Brand Diversity: CoStar Group boasts several well-known brands, including LoopNet and Apartments.com, showcasing its extensive influence across various real estate segments and enhancing its competitive edge in the global real estate information and analytics landscape.
- Earnings Announcement Schedule: CoStar Group is set to release its Q4 and full-year 2025 financial results after market close on February 24, 2026, with management hosting a conference call at 5:00 PM to discuss results and outlook, reflecting the company's commitment to transparency and investor communication.
- Live Webcast Availability: The conference call will be available via live audio webcast on CoStar Group's investor website, with a replay accessible afterward, ensuring that investors can obtain key information at their convenience, thereby enhancing engagement between the company and its investors.
- User Traffic Growth: CoStar Group's websites attracted over 143 million average monthly unique visitors in Q3 2025, indicating strong demand and influence in the global real estate market, further solidifying its leadership position in the industry.
- Brand Diversity: CoStar Group boasts several well-known brands, including LoopNet and Apartments.com, showcasing its extensive coverage in both commercial and residential real estate markets, which enhances its competitive edge and customer base.
- Shareholder Pressure: Hedge fund D.E. Shaw is advocating for board changes at real estate information provider CoStar Group (CSGP), citing the company's high-risk investment in Homes.com as a reason for its stock underperformance, with plans to send a letter to the board expressing these concerns.
- Stock Price Surge: In the wake of D.E. Shaw's pressure, CoStar's shares rose 2.3% in premarket trading, indicating market optimism regarding potential strategic adjustments that could attract further investor interest.
- Need for Strategic Overhaul: D.E. Shaw believes that a leadership change is necessary to address CoStar's underperformance and has suggested that the company refocus on its core business, repurchase shares, and restructure executive compensation to enhance shareholder value.
- Increased Competitive Pressure: In addition to D.E. Shaw, activist hedge fund Third Point is also pushing for a board restructuring at CoStar, highlighting strong market interest in the company's future direction and potentially accelerating strategic adjustments.
- Board Restructuring: CoStar Group has added three new independent directors, including two nominated by Third Point, resulting in 50% of the board being appointed in the last three years, aimed at enhancing corporate governance and shareholder value.
- Capital Allocation Committee Formation: The newly formed Capital Allocation Committee will conduct a comprehensive review of the company's capital structure and investment priorities, supporting significant investments in major brands, which is expected to enhance the company's competitive position in the market.
- Accelerated Buyback Program: CoStar Group has initiated a new $1.5 billion stock repurchase program in 2026 and is accelerating the completion of a $500 million buyback, reflecting the company's confidence in future profitability.
- Revenue Growth Outlook: The company expects revenue to reach $3.8 billion in 2026, an 18% increase over 2025, with adjusted EBITDA projected to grow by 83% to $770 million, marking the beginning of a new phase of profitable growth.











