Compass, Inc. Announces Upsize and Pricing of $850,000,000 Convertible Senior Notes

Rhea-AI Summary

Compass (NYSE: COMP) priced an $850.0 million private offering of convertible senior notes due 2031, up $100.0 million from the prior size, with an initial purchasers' option for an additional $150.0 million exercisable within 13 days.

The Notes bear interest at 0.25% per annum, mature on April 15, 2031, and have an initial conversion rate of 62.5626 shares per $1,000 principal (about $15.98 per share), a ~35.0% premium to the Jan 7, 2026 share price. Capped call transactions with a $23.68 cap price (100% premium to Jan 7, 2026) accompany the offering. Net proceeds are for general corporate purposes and, if the merger with Anywhere completes, to repay Anywhere indebtedness and fund capped calls. Closing expected on or about Jan 9, 2026.

Positive

• Notes interest rate of 0.25% per annum
• Initial conversion premium of ~35.0% over Jan 7, 2026 price
• Capped call cap price set at $23.68 per share

Negative

• Convertible issuance may cause share dilution upon conversion
• Counterparties' hedging activity could increase stock price volatility
• Use of proceeds to repay Anywhere debt is contingent on merger completion

News Market Reaction

+3.55% 4.4x vol

28 alerts

+3.55% News Effect

+6.0% Peak in 16 hr 16 min

+$261M Valuation Impact

$7.62B Market Cap

4.4x Rel. Volume

On the day this news was published, COMP gained 3.55%, reflecting a moderate positive market reaction. Argus tracked a peak move of +6.0% during that session. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $261M to the company's valuation, bringing the market cap to $7.62B at that time. Trading volume was very high at 4.4x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Convertible notes offering: $850.0 million Upsize amount: $100.0 million Overallotment option: $150.0 million +5 more

8 metrics

Convertible notes offering $850.0 million Aggregate principal amount of notes due 2031 in private offering

Upsize amount $100.0 million Increase from previously announced size of the offering

Overallotment option $150.0 million Additional notes purchasable by initial purchasers within 13 days

Coupon rate 0.25% per annum Interest rate on convertible senior notes due April 15, 2031

Conversion rate 62.5626 shares per $1,000 Initial conversion rate into Class A common stock

Conversion price $15.98 per share Implied initial conversion price for Class A common stock

Conversion premium 35.0% Premium over last reported sale price on January 7, 2026

Capped call price $23.68 per share Initial cap price, a 100.0% premium to January 7, 2026 price

Market Reality Check

Price: $13.34 Vol: Volume 104,371,678 is 7.3...

high vol

$13.34 Last Close

Volume Volume 104,371,678 is 7.33x the 20-day average of 14,237,859, indicating unusually heavy trading ahead of the note pricing. high

Technical Trading above the 200-day moving average of 8.13, reflecting a prior upswing before the convertible note announcement.

Peers on Argus

COMP gained 9.33% while close peers like NMRK (-0.85%), CIGI (-1.14%), FSV (-0.9...

COMP gained 9.33% while close peers like NMRK (-0.85%), CIGI (-1.14%), FSV (-0.92%) and OPEN (-11.3%) mostly declined; CWK was modestly positive at 0.48%, pointing to a stock-specific move rather than a sector-wide shift.

Historical Context

5 past events · Latest: Dec 11 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 11	Housing outlook report	Neutral	-0.2%	Released 2026 U.S. housing outlook with modest price and activity forecasts.
Nov 18	Hotel project news	Neutral	-0.3%	Announcement of a luxury Equinox marina resort and residential project.
Nov 18	Merger announcement	Positive	-0.3%	All-stock merger agreement with Anywhere Real Estate valued near <b>$10 billion</b>.
Nov 10	Community initiative	Positive	+2.8%	Launch of Compass Cares integration enabling donations at transaction close.
Nov 04	Earnings results	Positive	+7.5%	Record Q3 2025 with strong growth in revenue, EBITDA, cash flow and agents.

Pattern Detected

Recent positive corporate and earnings updates have often coincided with favorable price reactions, while strategic or macro-oriented announcements have seen more muted or negative responses.

Recent Company History

Over the past few months, Compass reported record Q3 2025 results with strong growth across revenue, Adjusted EBITDA and free cash flow on Nov 4, 2025, which coincided with a 7.46% gain. A Compass Cares initiative on Nov 10, 2025 also saw a positive 2.81% move. In contrast, the all-stock merger announcement with Anywhere Real Estate and a detailed 2026 housing market outlook in November–December 2025 were followed by small negative moves, suggesting more cautious trading around larger strategic or macro announcements.

Market Pulse Summary

This announcement details an upsized $850.0 million convertible senior note offering with a low 0.25...

Analysis

This announcement details an upsized $850.0 million convertible senior note offering with a low 0.25% coupon, a 35.0% conversion premium and capped call transactions, largely earmarked for general corporate purposes and potential repayment of Anywhere Real Estate indebtedness if the merger closes. In context of recent record Q3 2025 results and ongoing merger progress, investors may watch how this financing interacts with future earnings, agent growth and integration milestones.

Key Terms

convertible senior notes, capped call transactions, senior unsecured obligations, qualified institutional buyers, +3 more

7 terms

convertible senior notes financial

"announced the pricing of its offering of $850.0 million in aggregate principal amount of convertible senior notes due 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call transactions financial

"The offering of the Notes and the capped call transactions described below are expected to be completed"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

senior unsecured obligations financial

"The Notes will be the Company's senior unsecured obligations and will be jointly and severally guaranteed"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

qualified institutional buyers financial

"The Notes (including the related guarantees) are being offered only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

private offering memorandum financial

"Any offers of the Notes (and the related guarantees) will be made only by means of a private offering memorandum"

A private offering memorandum is a detailed disclosure document used when securities are sold privately rather than on public markets; it lays out what the investment is, how it works, the fees and terms, the company’s financials, and the main risks. Think of it as a full information packet or brochure you get before buying a complex product—investors use it to compare opportunities, spot red flags, understand legal rights and limits on resale, and decide whether the potential reward justifies the risk.

Rule 144 regulatory

"have not been registered under the Securities Act, or the securities laws of any other jurisdiction"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 8, 2026 /PRNewswire/ -- Compass, Inc. (NYSE: COMP) (the "Company"), today announced the pricing of its offering of $850.0 million in aggregate principal amount of convertible senior notes due 2031 (the "Notes") in a private offering, which represents a $100.0 million increase from the previously announced size of the offering. The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $150.0 million aggregate principal amount of the Notes within a 13-day period beginning on, and including, the date on which the Notes are initially issued. The offering of the Notes and the capped call transactions described below are expected to be completed on or about January 9, 2026, subject to customary closing conditions.

The Notes will be the Company's senior unsecured obligations and will be jointly and severally guaranteed on a senior unsecured basis by each of the Company's subsidiaries that guarantees the Company's existing revolving credit facility. The Company intends to use the net proceeds from the offering for general corporate purposes, which will include (i) to the extent that the previously announced merger with Anywhere Real Estate Inc. ("Anywhere") is completed (the "Merger"), the repayment of certain existing indebtedness of Anywhere and its subsidiaries at closing of the Merger, including borrowings under Anywhere's revolving credit facility and payment of fees, costs and expenses related to the Merger and (ii) the funding of the net cost of entering into the capped call transactions described below.

The Notes will bear interest at the rate of 0.25% per annum. The Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or converted. The initial conversion rate for the Notes is 62.5626 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $15.98 per share of the Company's Class A common stock), which represents an approximately 35.0% conversion premium over the last reported sale price of the Company's Class A common stock on the New York Stock Exchange on January 7, 2026.

Prior to January 15, 2031, the Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will satisfy any conversion elections by paying and/or delivering, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company's election. Separately, the Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after April 20, 2029 and on or before the 40th scheduled trading day immediately before the maturity date upon the satisfaction of certain conditions.

In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their affiliates and certain other financial institutions (the "counterparties"). The capped call transactions cover, subject to certain customary adjustments, the number of shares of the Company's Class A common stock underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then the Company expects to enter into additional capped call transactions with the counterparties. The cap price of the capped call transactions will initially be $23.68 per share, which represents a premium of 100.0% over the last reported sale price of the Company's Class A common stock on January 7, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

The Company expects that, in connection with establishing their initial hedge of the capped call transactions, the counterparties or their respective affiliates will purchase shares of the Company's Class A common stock and/or enter into various derivative transactions with respect to the Company's Class A common stock concurrently with, or shortly after, the pricing of the Notes, including potentially with certain investors in the Notes. These activities could increase (or reduce the size of any decrease in) the market price of the Class A common stock or the Notes at that time. In addition, the counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company's Class A common stock and/or purchasing or selling shares of Class A common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during any observation period relating to a conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, could affect the number of shares of the Company's Class A common stock and value of the consideration that noteholders will receive upon conversion of the Notes.

The Notes (including the related guarantees) are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes (and the related guarantees). Any offers of the Notes (and the related guarantees) will be made only by means of a private offering memorandum. The offer and sale of the Notes (and the related guarantees) and the shares of the Company's Class A common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and the Notes (and related guarantees) may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

About Compass

Compass is a leading tech-enabled real estate services company that includes the largest residential real estate brokerage in the United States by sales volume. Founded in 2012 and based in New York City, Compass provides an end-to-end platform that empowers its residential real estate agents at its owned-brokerage to deliver exceptional service to seller and buyer clients. The platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services, and other critical functionality, all custom-built for the real estate industry. Compass agents utilize the platform to grow their business, save time, and manage their business more efficiently.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Forward-Looking Statements

Statements regarding the offering of the Notes and the expected use of proceeds therefrom are "forward-looking statements" and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed in such forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the offering of the Notes, the ability to complete the Merger with Anywhere on the expected timeline or at all or the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, expectations regarding the effect of the capped call transactions and regarding actions of the counterparties and/or their respective affiliates, and general market conditions which might affect the offering of the Notes. Additional information concerning these and other important risks and uncertainties can be found in the Company's filings with the Securities and Exchange Commission (the "SEC"), including under the captions "Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 25, 2025, under the captions "Special Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the SEC on November 5, 2025 and the Company's subsequent filings with the SEC. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Investor Contact
Soham Bhonsle
soham.bhonsle@compass.com

Media Contact
Devin Daly Huerta
devin.daly@compass.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/compass-inc-announces-upsize-and-pricing-of-850-000-000-convertible-senior-notes-302656360.html

SOURCE COMPASS

FAQ

How large is Compass's convertible notes offering (COMP) announced Jan 8, 2026?

Compass priced $850.0 million of convertible senior notes due 2031, upsized by $100.0 million.

What is the conversion price and rate for Compass's 2031 notes (COMP)?

Initial conversion rate is 62.5626 shares per $1,000 principal, equal to about $15.98 per share.

When will Compass's convertible notes offering (COMP) likely close and mature?

The offering is expected to complete on or about Jan 9, 2026; the Notes mature on April 15, 2031.

What are the key terms of the capped call transactions tied to Compass's notes (COMP)?

Capped calls cover shares underlying the Notes and have an initial cap price of $23.68 per share.

How does Compass intend to use proceeds from the convertible notes offering (COMP)?

Net proceeds will be used for general corporate purposes, including repayment of Anywhere debt if the merger completes and funding capped calls.

Will Compass's convertible notes (COMP) be freely tradable to retail investors?

No; the Notes are offered only to qualified institutional buyers in a private Rule 144A offering and are not registered under the Securities Act.