COMP 10-K report for 2025-12-31

COMP 10-K report for 2025-12-31 comp-20251231 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-K _______________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number: 001-40291 _______________________ COMPASS, INC. (Exact name of registrant as specified in its charter) _______________________ Delaware 30-0751604 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 110 Fifth Avenue , 4th Floor New York , New York 10011 (Address of Principal Executive Offices) (Zip Code) ( 646 ) 982-0353 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock, $0.00001 par value per share COMP The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None _______________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by its non-affiliates, computed by reference to the price at which the common stock was last sold, was $ 3,159,363,419 . The registrant had 742,274,683 shares of common stock outstanding as of February 23, 2026. DOCUMENTS INCORPORATED BY REFERENCE The portions of the registrant’s proxy statement to be filed in connection with the registrant’s 2026 Annual Meeting of Stockholders that are responsive to the disclosure required by Part III of Form 10-K are incorporated by reference into Part III of this Form 10-K. Table of Contents Compass, Inc. Annual Report on Form 10-K For the Year Ended December 31, 2025 Table of Contents Page Note Regarding Forward-Looking Statements 1 Summary Risk Factors 1 Note Regarding Industry and Market Data 3 PART I Item 1. Business 4 Item 1A. Risk Factors 13 Item 1B. Unresolved Staff Comments 38 Item 1C. Cybersecurity 38 Item 2. Properties 39 Item 3. Legal Proceedings 39 Item 4. Mine Safety Disclosures 42 PART Item 1A. Risk Factors 13 Item 1B. Unresolved Staff Comments 38 Item 1C. Cybersecurity 38 Item 2. Properties 39 Item 3. Legal Proceedings 39 Item 4. Mine Safety Disclosures 42 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6. Reserved 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66 Item 8. Financial Statements and Supplementary Data 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 108 Item 9A. Controls and Procedures 108 Item 9B. Other Information 109 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 109 PART III Item 10. Directors, Executive Officers and Corporate Governance 110 Item 11. Executive Compensation 110 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 110 Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 Item 16. Form 10-K Summary 115 Signatures 116 Table of C ontents As used in this Annual Report, the terms “Compass,” “Company,” “we,” “us,” and “our” refer to Compass, Inc. and its subsidiaries taken as a whole, unless otherwise noted or unless the context indicates otherwise. Note Regarding Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Section 27A of the federal Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “expects,” “could,” “would,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections as of the date of this filing about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, the important factors discussed in Part I, Item 1A. “Risk Factors” in this Annual Report, which are summarized below. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should completely read this Annual Report and the documents that we reference herein and have filed with the SEC as exhibits to this Annual Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Annual Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Annual Report or to conform statements to actual results or revised expectations, except as required by law. Summary Risk Factors Our business is subject to a number of risks and uncertainties that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, and results of operations, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. The principal risks and uncertainties affecting our business include, among others, the following: • General economic conditions, economic and industry downturns, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate; • The effect of monetary policies of the federal government and its agencies; • High mortgage interest rates; • Low home inventory levels; • Our ability to successfully integrate Anywhere’s business and realize cost synergies and other anticipated benefits of the Anywhere Merger; • The significant debt (and increased interest expense) we incurred in connection with the Anywhere Merger, including its impact on our business, cash flow and operations; • An event of default under our material debt agreements would adversely affect our operations and our ability to satisfy obligations under our indebtedness; • Our ability to raise capital to grow our business or refinance or restructure our existing debt on terms acceptable to us, or at all; • Our ability to recruit and retain real estate professionals at the same rate as in the past; 1 Table of C ontents • Review of the Anywhere Merger by regulatory authorities and private parties and any challenges and resulting actions that could adversely affect our business; • Ongoing industry antitrust class action litigation (including the antitrust lawsuits filed against us and Anywhere) or any related regulatory activities; • Decreases in our gross commission income or the percentage of commissions that we or our franchisees collect; • Risks related to the significant increase in our franchise business following the Anywhere Merger; • Our ability to carefully manage our expense structure; • Adverse economic, real estate or business conditions in geographic areas where our business is concentrated and/or impacting high-end markets; • Our ability to continuously innovate, improve and expand our technology offerings to create value for our real estate professionals; • Our ability to adapt in a timely and effective manner to AI and AI-related technologies; • Our ability to expand our operations and to offer additional integrated services; • Our ability to realize the expected benefits from our joint ventures, including mortgage and title underwriting; • Our ability to compete successfully; • Our ability to attract and retain real estate professionals at our owned-brokerage and expand our franchisees; • Fluctuations in our quarterly results and other operating metrics; • The loss of one or more of our key personnel and our ability to attract and retain other highly qualified personnel; • Actions by real estate professionals, employees or franchisees that could adversely affect our reputation and subject us to liability; • Our ability to pursue acquisitions that are successful and integrated into our existing operations; • Our ability to maintain or establish relationships with MLSs and third-party listing providers; • The impact of cybersecurity incidents and the potential loss of critical and confidential information; • The reliability of our fraud detection processes; • Depository banks not honoring our escrow and trust deposits; • Any impairment of our goodwill and other long-lived assets; • Liabilities Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66 Item 8. Financial Statements and Supplementary Data 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 108 Item 9A. Controls and Procedures 108 Item 9B. Other Information 109 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 109 PART III Item 10. Directors, Executive Officers and Corporate Governance 110 Item 11. Executive Compensation 110 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 110 Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 Item 16. Form 10-K Summary 115 Signatures 116 Table of C ontents As used in this Annual Report, the terms “Compass,” “Company,” “we,” “us,” and “our” refer to Compass, Inc. and its subsidiaries taken as a whole, unless otherwise noted or unless the context indicates otherwise. Note Regarding Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Section 27A of the federal Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “expects,” “could,” “would,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections as of the date of this filing about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, the important factors discussed in Part I, Item 1A. “Risk Factors” in this Annual Report, which are summarized below. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should completely read this Annual Report and the documents that we reference herein and have filed with the SEC as exhibits to this Annual Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Annual Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Annual Report or to conform statements to actual results or revised expectations, except as required by law. Summary Risk Factors Our business is subject to a number of risks and uncertainties that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, and results of operations, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. The principal risks and uncertainties affecting our business include, among others, the following: • General economic conditions, economic and industry downturns, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate; • The effect of monetary policies of the federal government and its agencies; • High mortgage interest rates; • Low home inventory levels; • Our ability to successfully integrate Anywhere’s business and realize cost synergies and other anticipated benefits of the Anywhere Merger; • The significant debt (and increased interest expense) we incurred in connection with the Anywhere Merger, including its impact on our business, cash flow and operations; • An event of default under our material debt agreements would adversely affect our operations and our ability to satisfy obligations under our indebtedness; • Our ability to raise capital to grow our business or refinance or restructure our existing debt on terms acceptable to us, or at all; • Our ability to recruit and retain real estate professionals at the same rate as in the past; 1 Table of C ontents • Review of the Anywhere Merger by regulatory authorities and private parties and any challenges and resulting actions that could adversely affect our business; • Ongoing industry antitrust class action litigation (including the antitrust lawsuits filed against us and Anywhere) or any related regulatory activities; • Decreases in our gross commission income or the percentage of commissions that we or our franchisees collect; • Risks related to the significant increase in our franchise business following the Anywhere Merger; • Our ability to carefully manage our expense structure; • Adverse economic, real estate or business conditions in geographic areas where our business is concentrated and/or impacting high-end markets; • Our ability to continuously innovate, improve and expand our technology offerings to create value for our real estate professionals; • Our ability to adapt in a timely and effective manner to AI and AI-related technologies; • Our ability to expand our operations and to offer additional integrated services; • Our ability to realize the expected benefits from our joint ventures, including mortgage and title underwriting; • Our ability to compete successfully; • Our ability to attract and retain real estate professionals at our owned-brokerage and expand our franchisees; • Fluctuations in our quarterly results and other operating metrics; • The loss of one or more of our key personnel and our ability to attract and retain other highly qualified personnel; • Actions by real estate professionals, employees or franchisees that could adversely affect our reputation and subject us to liability; • Our ability to pursue acquisitions that are successful and integrated into our existing operations; • Our ability to maintain or establish relationships with MLSs and third-party listing providers; • The impact of cybersecurity incidents and the potential loss of critical and confidential information; • The reliability of our fraud detection processes; • Depository banks not honoring our escrow and trust deposits; • Any impairment of our goodwill and other long-lived assets; • Liabilities arising out of Anywhere’s frozen legacy pension plan; • Exposure to risks inherent to international markets; • Our ability to develop and maintain an effective system of internal control over financial reporting; • Our ability to use net operating losses and other tax attributes may be limited; • Our reliance on assumpt

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