Announcement • Feb 28

CoStar Group, Inc. (NasdaqGS:CSGP) completed the acquisition of Matterport, Inc. (NasdaqGM:MTTR) from a group of shareholders.

CoStar Group, Inc. (NasdaqGS:CSGP) signed non-binding letter of intent to acquire Matterport, Inc. (NasdaqGM:MTTR) from a group of shareholders for $1.9 billion on February 16, 2024. CoStar Group, Inc. (NasdaqGS:CSGP) executed the Merger Agreement to acquire Matterport, Inc. (NasdaqGM:MTTR) from a group of shareholders for $1.9 billion on April 21, 2024. As reported, CoStar Group will acquire all outstanding shares of Matterport in a cash and stock transaction valued at $5.50 per share, representing an equity value of approximately $2.1 billion. Under the terms and subject to the conditions of the agreement, Matterport stockholders will receive $2.75 in cash and $2.75 in shares of CoStar Group common stock for each share of Matterport common stock. The transaction is subject to a 10% symmetrical collar based on a CoStar Group share price of $86.02 as the midpoint. The exchange ratio shall be subject to a symmetrical collar, applied as follows: (i) if the Average Parent Share Price is greater than or equal to $94.62 (the “Ceiling Price”), then the Exchange Ratio shall be set at 0.02906; ; (ii) if the Average Parent Share Price is less than or equal to $77.42 (the “Floor Price”), then the Exchange Ratio shall be set at 0.03552; or (iii) if the Average Parent Share Price is greater than the Floor Price and less than the Ceiling Price, then the Exchange Ratio shall be equal to the quotient of (x) $2.75 divided by the Average Parent Share Price. CoStar Group intends to fund the cash consideration with cash on hand. The cash consideration is estimated to be $940 million, not considering Fractional Share Consideration. Post completion, Matterport will become as an operating unit of CoStar and will continue to be led by RJ Pittman. In connection with a termination of the merger agreement under specified circumstances, Matterport will be required to pay CoStar, a termination fee of $50 million whereas CoStar will be required to pay Matterport, a reverse termination fee of $85 million. There are no current plans for any changes to the executive team of Matterport. All employees will become employees of CoStar and will remain in their current position and retain their reporting structure. The transaction is subject to the approval of Matterport stockholders, expiration or termination of the applicable waiting periods under the HSR Act and the Antitrust Laws of certain other jurisdictions, the absence of any law, injunction, order or award restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Mergers, the CoStar Shares to be issued in the transaction being approved for listing on Nasdaq Global Select Market and the registration statement registering the Merger Consideration becoming effective and the satisfaction of customary closing conditions, including applicable regulatory approvals. Consummation of the mergers is not subject to approval by the stockholders of CoStar or to any financing condition. The transaction has been unanimously approved by the Matterport Board of Directors. Matterport Board resolved to recommend the adoption of the agreement by Matterport’s stockholders. The Board of Directors of CoStar Group has also unanimously approved the agreement. Directors, Officers and certain other stockholders of Matterport, representing approximately 15% of Matterport’s fully diluted shares, have entered into voting agreements to support the transaction. The transaction is expected to be completed during the year 2024. As of July 26, 2024, Matterport shareholders approved the transaction. As of February 26, 2025, the waiting period imposed by the HSR Act has expired. As of October 23, 2024, the transaction is expected to complete in the fourth quarter of 2024 or the first quarter of 2025. As of February 26, 2025, the transaction is expected to complete in the first quarter of 2025. Michael Diz and Aly Love Simons of Debevoise & Plimpton LLP assisted Qatalyst Partners LP in its role as financial advisor to Matterport and provided fairness opinion to the Matterport Board. Louis Lehot, Brandee Diamond, Jessie Lochmann, Ben Dryden, Rishi Sodhi, Leigh Riley, Casey Knapp, Christopher Swift, Beth Boland, Alan Pate, Philip Babler, Kelsey O’Gorman, Sonia Kothari, and Sophie Lignier of Foley & Lardner LLP acted as legal advisors to Matterport. Charles K. Ruck, Daniel E. Rees, David Della Rocca, Nikhil Kumar, Morgan Brubaker, Gregory Sobolski, Richard Frenkel, Andrea Ramezan-Jackson, Amanda Reeves, Farrell Malone, Wesley Lepla, Robert Blamires, Sandra Benjamin, Nick Boyle, Andrew Gray, and Ruchi Gill of Latham & Watkins LLP acted as legal advisors to CoStar Group. J.P. Morgan Securities LLC acted as financial advisor to CoStar. D.F. King & Co., Inc. acted as information agent to Matterport. Matterport will pay D.F. King & Co., Inc. a fee of $13,500 and reimbursement for reasonable and customary documented expenses. Equiniti Trust Company, LLC acted as transfer agent to CoStar Group. Latham & Watkins LLP, CoStar Group's counsel conducted due diligence on Matterport. Foley & Lardner LLP and Qatalyst Partners acted as due diligence advisors to Matterport. CoStar Group, Inc. (NasdaqGS:CSGP) completed the acquisition of Matterport, Inc. (NasdaqGM:MTTR) from entities affiliated with Lux Capital Management, LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., State Auto Labs Corp., DCM Ventures Inc. and others on February 28, 2025. The aggregate purchase price paid by CoStar Group for the Shares consisted of $900,971,487 in cash and approximately 11,637,141 CoStar Shares, with the value of any fractional shares paid in cash.

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