Compass, Inc. 8-K Filings

Compass, Inc. reported results from its annual stockholder meeting. Investors elected three Class II directors—Allan Leinwand, Charles Phillips, and Pamela Thomas-Graham—to serve until the 2029 annual meeting. Leinwand received 734,027,441 votes for, Phillips 633,891,873, and Thomas-Graham 731,823,945, with broker non-votes reported in each case.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 822,455,190 votes for. In addition, they approved, on an advisory basis, 2025 compensation for named executive officers, with 728,038,105 votes for and 29,281,778 against.

Compass, Inc. reported a profitable first quarter of 2026 as it integrated the Anywhere acquisition. Revenue rose 99% year-over-year to $2.70 billion, driven largely by the acquired business. GAAP net income was $22 million versus a $51 million loss a year earlier, and Adjusted EBITDA reached $61 million.

The company says it has already actioned over $250 million in net cost synergies and raised its 2026 targets to $300 million for year-one actioned synergies and $500 million over three years. Compass ended the quarter with $484 million in cash and $3.14 billion in long-term debt, guiding Q2 revenue to $4.0–$4.2 billion and Adjusted EBITDA to $310–$350 million, and targeting positive free cash flow for full-year 2026.

Compass, Inc. entered into a multi-party transaction involving a new parent company that will indirectly own certain Sotheby’s International Realty franchisees. Compass agreed to become a 51% holder of the parent’s common equity and to use a 30‑month installment payment plan to settle certain outstanding indebtedness owed to Compass.

Compass also signed a Put Agreement with funds managed or advised by Angelo, Gordon & Co., L.P. (TPG). Under this agreement, TPG will have a Put Right allowing it to require Compass to purchase 100% of the parent’s senior preferred equity at a price set by a formula in the Put Agreement. Compass has not yet completed the valuation of this Put Right and expects to finalize related accounting in its second quarter Form 10‑Q.

Compass, Inc. reported record fourth quarter and full-year 2025 results and shared selected financials for its recent acquisition, Anywhere Real Estate. Q4 revenue rose 23.1% year-over-year to $1.70 billion, with organic revenue up 11.3% and total transactions up 19.7% versus a 0.7% market increase.

Full-year revenue reached a record $7.0 billion, and operating cash flow was a record $217 million, marking eight consecutive quarters of positive operating cash flow. Adjusted EBITDA grew to $58.3 million in Q4 and $293.4 million for 2025, even though Compass still posted a GAAP net loss of $42.6 million for Q4 and $58.5 million for the year, partly due to stock-based compensation and merger expenses.

Operationally, principal agents increased 19.4% year-over-year to 21,190 with 96.8% quarterly retention, and Q4 gross transaction value rose 21.6% to $65.6 billion. Compass issued Q1 2026 guidance for revenue of $2.55–$2.75 billion and Adjusted EBITDA of $15–$35 million, including discrete Anywhere-related expenses. Anywhere’s 2025 standalone net revenues were $5,960 million with Operating EBITDA of $294 million, highlighting the scale being added to the combined business.

Compass, Inc. appointed Timothy B. Gustavson as Chief Accounting Officer and principal accounting officer, effective March 2, 2026. The existing Chief Financial Officer, Scott Wahlers, will continue in his role as CFO and principal financial officer, so the finance leadership remains otherwise unchanged.

Gustavson, age 57, previously served as Chief Accounting Officer, Controller and Senior Vice President of Anywhere Real Estate, Inc. from March 2015 until its acquisition by Compass on January 9, 2026, and earlier spent 16 years in public accounting with KPMG. Compass states there are no family relationships, related-party transactions, or special arrangements connected to his selection, and no new compensatory arrangements were entered into in connection with this appointment.

Compass, Inc. filed an amended current report to add detailed financial information for its acquisition of Anywhere Real Estate Inc. and related entities. The filing includes audited 2024 financial statements for Anywhere and At World Properties, plus unaudited pro forma results showing Compass as if the merger had occurred earlier.

Anywhere generated $5,692 million in 2024 net revenues, mainly from brokerage commissions, franchise fees and title services, but reported a net loss of $127 million. At year-end 2024, Anywhere had total assets of $5,636 million, liabilities of $4,066 million and total equity of $1,570 million. Operating cash flow was $104 million, while the business carried $2,521 million of short- and long-term debt and $140 million of securitization obligations.

Compass, Inc. has completed its previously announced acquisition of Anywhere Real Estate Inc., making Anywhere a wholly owned subsidiary. Each share of Anywhere common stock was converted into the right to receive 1.436 shares of Compass Class A common stock, plus cash in lieu of fractional shares.

To support the transaction, Compass issued and sold $1,000.0 million of 0.25% Convertible Senior Notes due 2031 in a private Rule 144A offering. The notes carry a 0.25% annual interest rate and mature on April 15, 2031, with specified conversion and redemption conditions.

The initial conversion rate is 62.5626 Compass shares per $1,000 principal amount of notes, implying an initial conversion price of about $15.98 per share. Compass used the net proceeds to repay certain Anywhere indebtedness, pay merger-related fees and expenses, and fund capped call transactions designed to reduce potential dilution, with a cap price of $23.68 per share.

Compass, Inc. disclosed that it has priced an offering of $850.0 million aggregate principal amount of 0.25% convertible senior notes due 2031 in a private placement to qualified institutional buyers under Rule 144A. Initial purchasers also have an option to buy up to an additional $150.0 million of notes within 13 days of issuance.

The notes are senior unsecured obligations, guaranteed by subsidiaries that guarantee Compass’s existing revolving credit facility, and will mature on April 15, 2031 unless earlier repurchased, redeemed or converted. The initial conversion rate is 62.5626 shares of Class A common stock per $1,000 principal amount (conversion price about $15.98 per share), a roughly 35.0% premium to the January 7, 2026 closing price.

Compass plans to use net proceeds for general corporate purposes, including, if its previously announced merger with Anywhere Real Estate Inc. is completed, repayment of certain Anywhere indebtedness and merger-related fees, and to fund capped call transactions. The capped calls cover the shares underlying the notes and have an initial cap price of $23.68 per share, a 100.0% premium to the January 7, 2026 price.

Compass, Inc. held a special stockholder meeting to vote on matters related to its planned merger with Anywhere Real Estate Inc.. Stockholders approved issuing Compass Class A common stock to Anywhere stockholders in connection with the merger, with 609,558,912 votes in favor, 2,032,147 against and 139,565 abstentions. A separate proposal to allow adjournment of the meeting, if needed to obtain additional proxies or deliver any prospectus updates, was also approved with 591,363,990 votes in favor, 20,197,265 against and 169,369 abstentions. Shares of common stock representing 611,730,624 votes were present, satisfying quorum requirements, so no adjournment was necessary. Compass and Anywhere jointly announced these voting results in a press release dated January 7, 2026.

Compass, Inc. updated its outlook for the fourth quarter of 2025, now expecting revenue at the high end of its prior $1.59 billion–$1.69 billion range and Adjusted EBITDA at or slightly above the high end of its prior $35 million–$49 million range. The company also added over 800 principal agents in the quarter, signaling continued growth in its agent base.

Compass reported that the Hart-Scott-Rodino antitrust waiting period for its planned merger with Anywhere Real Estate Inc. expired on January 2, 2026, satisfying a key regulatory condition. The merger still requires approvals from both companies’ stockholders and other customary closing conditions.

Compass announced its intention to offer $750.0 million in aggregate principal amount of convertible senior notes due 2031, plus an option for an additional $112.5 million. Planned uses include general corporate purposes, repayment of certain Anywhere indebtedness if the merger closes, transaction fees and costs, and funding capped call transactions, after which Compass plans to terminate remaining commitments under an existing $750.0 million bridge financing.

Compass, Inc. has filed an 8-K to provide supplemental disclosures to its joint proxy statement/prospectus for the proposed merger with Anywhere Real Estate Inc. ahead of the January 7, 2026 special meeting of Compass stockholders. The update follows stockholder complaints and demand letters challenging the existing disclosures. While Compass and Anywhere state they believe the claims are without merit and that no additional disclosure was legally required, they are adding information to avoid potential delays or added costs.

The supplements expand detail on research analyst price targets for Anywhere, and on Goldman Sachs’ valuation work, including discounted cash flow and future share price analyses. Key added inputs include an estimated terminal-year Operating EBITDA for Anywhere of approximately $600 million and Compass pro forma terminal-year EBITDA of approximately $1,575 million, along with ranges of discount rates, leverage, and implied per‑share value outcomes. The filing also quantifies estimated aggregate values of unvested equity awards for Anywhere executives and directors and clarifies that, as of this disclosure, no individualized post‑closing compensation arrangements for Anywhere executives with Compass have been finalized.

Compass, Inc. has entered into a new Revolving Credit and Guaranty Agreement providing an initial $250 million revolving credit facility that will automatically increase to $500 million if its planned merger with Anywhere Real Estate is completed. The facility includes a letter of credit sublimit of $100 million, rising to $170 million upon merger closing, and is secured by a first‑priority lien on substantially all assets of Compass and certain subsidiaries.

Borrowings accrue interest at Term SOFR plus 1.50%–2.25% per year, with unused commitments charged 0.175%–0.35% per year, both tied to Compass’s total net leverage ratio. The facility matures on November 17, 2030, with potential earlier “springing” maturities linked to Anywhere’s second‑lien and unsecured notes, which Compass currently intends to pay off or refinance after the merger. Key covenants require minimum liquidity of $150 million, at least $4 billion in consolidated total revenue, and leverage limits before the merger, and set higher but stepping‑down leverage caps after closing.

Compass, Inc. furnished a press release and will hold a conference call announcing financial results for the quarter ended September 30, 2025. The information was provided in an Item 2.02 current report and designated as furnished, not filed, under the Exchange Act.

The press release is attached as Exhibit 99.1, with the cover page formatted in Inline XBRL as Exhibit 104. The report is dated November 4, 2025, and was signed by Chief Financial Officer Scott Wahlers.

Compass, Inc. entered into a definitive Agreement and Plan of Merger with Anywhere Real Estate Inc. and a wholly owned merger subsidiary, under which each outstanding share of Anywhere common stock will be converted into the right to receive 1.436 shares of Compass Class A common stock, with cash in lieu of fractional shares. The merger is intended to qualify as a tax-free reorganization under Section 368(a).

Equity awards of Anywhere (RSUs, DSUs, PSUs) will be converted into time-based Compass RSU awards using the 1.436 exchange ratio, with PSUs converted to service-based vesting and performance treatment detailed for in-flight and future periods. Certain Anywhere options will be net-exercised for merger consideration or assumed and converted into adjusted options to purchase Compass shares. The parties anticipate using a 364-day senior secured bridge loan facility and possibly capital markets transactions to refinance Anywhere’s indebtedness; existing senior notes are expected to remain in place after closing.

The merger remains subject to customary closing conditions, including approvals by Compass and Anywhere stockholders, NYSE listing authorization, an effective registration statement/prospectus, expiration of HSR waiting period, absence of injunctions, accurate representations and warranties and material compliance with agreement obligations. Voting and support agreements have been executed by certain holders, including Robert L. Reffkin and related funds.

Compass, Inc. reported leadership changes in its top legal roles. The company appointed Ethan Glass as Chief Legal Officer and Corporate Secretary, effective September 8, 2025. Compass also disclosed that its current General Counsel, Brad Serwin, will transition out of his role effective December 31, 2025 to move into private practice, while remaining through year-end to support a smooth handover.

From January 1, 2026 until March 16, 2026, Mr. Serwin will provide consulting services to Compass. In connection with his departure, and in addition to severance benefits under his existing Change in Control and Severance Agreement, he will be allowed to exercise his stock options for four years following his departure, receive an extra six months of health benefits, and continue vesting of equity awards during the consulting period. The company also waived repayment obligations under his Amended and Restated Cash Bonus Agreement and expressed appreciation for his five years of service.

Compass, Inc. disclosed that an Early Release Collar executed in connection with its merger reduced expected share dilution. The Accelerated Share Consideration equals roughly the minimum shares issuable and represents approximately 74% of the Share Consideration. Sellers representing the remaining 26% opted out (the "Non-Accelerated Sellers"); their shares will be determined on the 366th day after closing and delivered in three equal installments in January 2026, 2027, and 2028. The Early Release Collar cut dilution by about 4.1 million shares (≈9.3% of the originally contemplated Share Consideration). If Non-Accelerated Seller shares are issued at the same price, dilution would be further reduced by ~1.5 million shares (≈3.3%), for a total reduction of 5.6 million shares (≈12.6%) and a final Share Consideration of 38.5 million shares. The company states its GAAP guidance for weighted-average basic share count for Q3 2025 already assumed 38.5 million shares, so that guidance is unchanged. The ultimate number depends on the Class A trading price on the 366th day and the company expects to update final dilutive impact in a periodic SEC filing in early 2026.