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Item 1. Business

2025-02-25 compared with 2024-02-28 · 154 added, 125 removed, 120 unchanged (70% of the section changed)

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(the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc.

On January 8, 2021, the board of directors of the Company approved a change to the Company’s name from Urban Compass, Inc.

to Compass, Inc.

The Company has been based in New York City since its incorporation.

Our Business and Business Model

We provide an end-to-end platform that empowers our residential real estate agents to deliver exceptional service to seller and buyer clients.

Our platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services and other critical functionalities, all custom-built for the real estate industry.

Our platform also uses proprietary data, analytics, AI, and machine learning to simplify workflows of agents and deliver high-value recommendations and outcomes for both agents and their clients.

Additionally, we provide integrated services, such as title and escrow and mortgage, both of which are available on our platform.

Compass agents utilize the platform to grow their businesses, save time and manage their businesses more effectively.

Our business model is directly aligned with the success of our agents.

We attract agents to our brokerage and partner with them as independent contractors that affiliate their real estate licenses with us, operating their businesses on our platform and under our brand.

We currently generate substantially all of our revenue from commissions paid to us by our agents' clients at the time that a home is transacted on our platform.

While integrated services comprise a small portion of our revenue to date, we believe we are well-positioned to capture meaningful revenue from integrated services as we continue to diversify our offerings within the real estate ecosystem.

Our platform provides a strong foundation for agents to create and foster client relationships.

Our powerful customer relationship management, or CRM, tool enables agents to develop automated yet customizable “drip campaigns” to stay in touch with their contacts at key moments over time.

Through our Marketing Center, agents can market their own personal brands by creating marketing collateral – digital ads, videos, listing presentations, email newsletters, print advertising and signage – as well as execute marketing campaigns, with mere minutes of effort.

Our platform also enables agents to sell more homes in less time for a better price.

We believe we provide agents with the solutions and data they need to effectively list and market properties and run the sale process more efficiently utilizing our tools.

For example, Compass Concierge, which provides home sellers access to capital to front the cost of home improvement services, is designed to increase the sale value of the home and decrease the time on market.

Marketing Center provides agents a powerful suite of tools they can use to easily create tailored marketing materials and execute marketing campaigns for any listing, seamlessly connecting to a multimedia repository containing a listing description, photos and floor plan, across digital, social, email, video and print channels, helping them attract buyers.

Our AI-powered comparative market analysis, or CMA tool enables agents to optimize pricing strategies for clients, leveraging data on past sales and current listings to suggest representative comparable properties.

Agents can also use our platform to conduct virtual tours and livestream open houses through our Open House app to ensure listings receive ample attention.

When advising a seller, our services to the agent extend beyond the sale of the home.

In preparing for and closing the transaction, our agents can, with one click, use our platform to recommend integrated services to clients such as title and escrow and mortgage in certain markets and referrals to service providers post-closing.

Our platform also enables agents to locate desirable properties at attractive prices for buyers.

Our agents provide clients with access to comprehensive inventory, including private listings, help them understand local market dynamics, tour properties, prepare and close offers, and better manage the overall home buying process.

With Compass Collections, a curated visual workspace, Compass agents and their clients can easily find and organize homes of interest and then tag and discuss specific properties through an integrated chat feature.

With near real-time search alerts and notifications, clients can monitor new listings.

Once properties of interest are identified, our solutions enable agents to conduct virtual and in-person tours for clients.

Using our CMA, agents can better understand the pricing dynamics of specific markets, neighborhoods and home features, ultimately providing informed advice regarding potential offers.

Overview and Our Business Model

We are a leading tech-enabled real estate services company that includes the largest real estate brokerage in the United States by sales volume.

We also provide integrated services to real estate agents and their clients, including title, escrow and mortgage.

In January 2025, we acquired a company with the exclusive, worldwide right to operate, franchise and license the Christie’s International Real Estate brand.

This acquisition marked our entry into a new business line, allowing us to partner with independently operated brokerages.

We refer to this new business line as “our affiliate business” and to the independently operated brokerages as “our affiliates”.

We currently operate two primary brands:

Compass and Christie’s International Real Estate.

Compass is a top luxury real estate brand serving 35 states and Washington DC, with over 33,000 agents.

Christie’s International Real Estate is the world’s premier global luxury real estate brand with over 100 independently operated brokerages in over 50 countries and territories.

We operate our owned-brokerage business primarily under the Compass brand and our affiliate business under the Christie’s International Real Estate brand.

Our business model is directly aligned with the success of the agents at our owned-brokerage and affiliates.

Agents at our owned-brokerage business are independent contractors that associate their real estate license with us and choose to operate their businesses on our platform.

We primarily generate revenue from our owned-brokerage business when we collect a share of the gross sales commissions that the agents earn from home sales and certain other fees, such as flat transaction commission fees.

Gross sales commissions are typically based on a percentage of the home sale price.

Additionally, beginning in January 2025, we attract independently operated brokerages that affiliate with us as a franchisee or a licensee under a long-term franchise or license agreement.

We generate revenue from our affiliate business when we collect royalties from our affiliates, which are based on the percentage of the affiliate’s gross sales commissions, as well as certain other fees, such as marketing and technology fees.

We currently generate substantially all of our revenue and earnings from our owned-brokerage business.

Integrated services and our affiliate business comprise a small portion of our revenue and earnings.

We believe we are well-positioned to grow our integrated services and affiliate business and expect revenue and earnings for these businesses to grow as a portion of our overall revenue and earnings over the long-term.

Our technology offerings provide a strong foundation for agents at our owned-brokerage, as well as our affiliates and their agents, and empower them to deliver exceptional service to their clients.

Agents at our owned-brokerage and our affiliates utilize our technology offerings to grow their businesses, save time and manage their businesses more effectively.

Our end-to-end proprietary technology platform (the "Compass platform") allows real estate agents to perform their primary workflows, from first contact to close, with a single log-in and without leaving the platform.

The Compass platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services and other critical functionalities, all custom-built for the real estate industry.

The Compass platform also uses proprietary data, analytics, AI, and machine learning to simplify workflows of agents and deliver high-value recommendations and outcomes for both agents and their clients.

Additionally, title and escrow and mortgage services are integrated and are available on the Compass platform.

Currently, the Compass platform is only available to the agents at our owned-brokerage and is not yet available to our affiliates or their agents.

As part of the Christie’s International Real Estate acquisition, we acquired a proprietary multi-tenant technology platform (the "CIRE platform") that is offered to our affiliates and their agents.

It allows us to scale our affiliate business efficiently and without a substantial technology investment as we continue to grow that business.

Compass One, an all-in-one client dashboard, launched in February 2025, provides a client-facing version of the Compass platform to consumers, allowing agents’ clients to have a differentiated experience where they can access the tools, services and advantages Compass offers to manage their homeownership journey.

Selling and buying a home is one of the most significant, and often one of the most complex, time consuming, and consequential financial events in an individual’s life.

Given the unique nature of each property, location, buyer, seller,

negotiation, title and financing, a real estate agent’s role as the driver of the majority of the workflow is indispensable.

According to NAR’s 2023 Profile of Home Buyers and Sellers, 89% of home sellers and 89% of home buyers used a real estate agent or broker - levels that have remained consistent since our inception, with 2012 levels at 88% and 89%, respectively.

We have built an integrated software platform that helps agents operate with the sophisticated capabilities of a modern technology company and the personal attention and service of a dedicated advisor.

Using proprietary data, analytics, AI and machine learning, our platform delivers a broad set of industry-specific capabilities for Compass agents and their clients.

Given the unique nature of each property, location, buyer, seller, negotiation, title and financing, a real estate agent’s role as the driver of the majority of the workflow is indispensable.

According to NAR’s 2025 Profile of Home Buyers and Sellers, 90% of home sellers and 88% of home buyers used a real

estate agent or broker - levels that have remained consistent since our inception, with 2012 levels at 88% and 89%, respectively.

Our Technology Offerings

The Compass platform allows agents at our owned-brokerage to perform their primary workflows, from first contact to close, with a single log-in and without leaving the platform.

The Compass platform helps them to operate with the sophisticated capabilities of a modern technology company and the personal attention and service of a dedicated advisor.

Using proprietary data, analytics, AI and machine learning, our platform delivers a broad set of industry-specific capabilities.

We also acquired the CIRE platform as part of the Christie’s International Real Estate acquisition that we offer to our affiliates and their agents.

Our affiliates and their agents do not currently have access to the Compass platform.

Additionally, certain of our Glide tools, which include completion of various real estate forms and offer preparation as well as eSignature and collaboration capabilities, are offered to non-Compass agents and their clients.

We refer to the Compass platform, the CIRE platform and all other technology products and services that we offer as our "technology offerings".

We are simplifying today’s complex, paper-driven, antiquated workflow to empower real estate agents to deliver an exceptional experience to every buyer and seller.

Our platform is tailored to the real estate industry and combines integrated software with, in certain markets, value-added services, such as title and escrow and mortgage.

We designed our platform for simplicity and flexibility.

Given a significant amount of an agent’s time is spent away from their desk, our powerful iOS and Android mobile apps allow agents to take advantage of our platform, no matter their location.

The efficiencies that agents gain from adoption of our technology give them the opportunity to spend more time with clients.

We continue to innovate and enhance our platform with the goal of digitizing and automating all real estate workflows that empower agents to acquire and serve their clients.

In 2023, we enhanced our platform by adding 103 features, including Performance Tracker, Compass AI and '1-Click Title & Escrow'.

We have made significant investments in research and development to improve and maintain our platform and to support our technology infrastructure.

Our technology offerings are tailored to the real estate industry and in certain of our markets, combine integrated software with value-added services, such as title, escrow and settlement.

We design our technology offerings for simplicity and flexibility.

The efficiencies that agents at our owned-brokerage and our affiliates gain from adoption of our technology offerings give them the opportunity to spend more time with their clients.

We continue to innovate and enhance our technology offerings with the goal of digitizing and streamlining all real estate workflows that empower agents to acquire and serve their clients.

We have made significant investments in research and development to improve and maintain our technology offerings and to support our technology infrastructure.

As we look forward, we will continue to scale our technological innovation through the lens of cash flow positivity.

See section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparison of the Years Ended December 31, 2023 and 2022 – Operating Expenses – Research and Development” for more information.

Our Platform Capabilities

Our platform aims to digitize, integrate and simplify all real estate workflows for Compass agents and their clients.

It is built on the premise that integration and ease of use are foundational to enabling Compass agents to more effectively run their businesses and serve their clients.

Our platform is a proprietary cloud-native software service with mobile apps that allow agents to manage their business anytime and anywhere.

We build beautifully designed consumer-grade user interfaces, automated and simplified workflows for agent-client interactions, and insight-rich dashboards and reports backed by AI, machine learning and integrated data assets.

We empower our agents with capabilities such as:

• Customer Relationship Management.

Given the high percentage of repeat and referral business done by our agents, their future transaction pipeline exists within their sphere of influence.

Our Compass Platform Capabilities

Our Compass platform aims to digitize, integrate and simplify all real estate workflows for agents and their clients.

It is built on the premise that integration and ease of use are foundational to enabling agents to more effectively run their businesses and serve their clients.

Our Compass platform is a proprietary end-to-end cloud-native software service with mobile applications that allow agents to manage their business anytime and anywhere.

We build beautifully designed consumer-grade user interfaces and simplified workflows for agent-client interactions, and insight-rich dashboards and reports backed by AI, machine learning and integrated data assets.

We empower agents with capabilities such as:

• Customer Relationship Management ("CRM").

Given the high percentage of repeat and referral business done by agents, their future transaction pipeline exists within their sphere of influence.

Our CRM provides agents with an easy-to-use interface that is both powerful and automated, enabling agents to cultivate their sphere, nurture and grow relationships and close more sales.

It also leverages AI to provide recommendations and insights, and integrates with other parts of our platform such as Marketing Center to create engaging content.

It also leverages AI to provide recommendations and insights, and integrates with other aspects of the Compass platform such as Marketing Center to create engaging content.

• Business Tracker.

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Business Tracker includes multiple powerful capabilities that aim at boosting agent productivity.

Two such examples are Team Collaboration, which allows agents to collaborate with any member of their team on any of their transactions, and Checklists, which enable agents to configure a set of tasks that get automatically applied to every transaction and can be assigned to specific members of their team.

• Marketing Content Creation and Management.

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Agents can easily build, book, target and run digital ads all in one place with a simple yet powerful suite of content creation solutions.

• Home Valuation Analysis.

• Collections.

A curated visual workspace that allows agents and their clients to collaborate in real time, with the ability to easily organize homes, centralize discussions and monitor the market by receiving immediate status and price updates.

• Comparative Market Analysis ("CMA").

Pricing a home is a complex and nuanced exercise.

Powered by AI, our CMA enhances our agents’ market expertise by making recommendations and synthesizing complex data so Compass agents can help their clients build the optimal pricing strategy for their homes based on comparable properties.

Powered by AI, our CMA enhances agents’ market expertise by making recommendations and synthesizing complex data so agents can help their clients build the optimal pricing strategy for their homes based on comparable properties.

• AI-Driven Client Prospecting Recommendations.

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Video Generator allows agents to create short, customized, professional videos with added music and text using existing listing photos in seconds, simply by entering an address that can be shared on the listing page or social media.

• Digital Ad Campaigns.

Our agents can use our platform to create paid digital ad campaigns on platforms such as Facebook and Instagram, with videos and engaging ad copy, in a matter of minutes.

• AI-Driven Content.

We have recently integrated the ChatGPT API into our platform.

By drawing on our vast database of proprietary data, AI further enhances the agent experience and their ability to quickly perform tasks, such as creating listing brochures and descriptions, marketing materials, and even their agent profiles on our website.

We recently integrated the OpenAI application programming interface into our Compass platform.

AI further enhances the agent experience and their ability to quickly perform tasks, such as creating copy for listing brochures and descriptions, marketing materials, and even their agent profiles on our website.

• Listing Search and Saved Search Notifications.

Our proprietary search algorithm and database simplifies and enhances the ability for Compass agents to find homes best suited for their clients’ needs.

Our proprietary search algorithm and database simplifies and enhances the ability for agents to find homes best suited for their clients’ needs using locally-relevant search filters.

Agents can set up very precise saved search alerts for their clients to notify them of new listings that match their criteria in near real-time in the mobile app and in email.

• Agent-Client Collaborative Home Search.

Compass Collections is a curated visual workspace allowing Compass agents and clients to collaborate in real time, easily organize homes, centralize discussions, and monitor the market by receiving immediate status and price updates.

• Listing Tour Scheduling and Coordination.

With a simple interface, our agents can quickly schedule, coordinate and create routes for home tours, saving agents significant time.

• Virtual Tours.

The platform’s easy-to-use virtual tour feature combines home photo and video assets alongside a large multimedia repository to help agents conduct tours online.

• AI-Driven Renovation Visualization.

Agents often help advise sellers on renovations and other preparations for their home to ensure the best market price.

Compass Lens helps agents and homeowners visualize improvements to the home to determine what upgrades to make, ultimately to inform how these renovations could affect the selling price based on similar past transactions.

Compass Lens is integrated into our listing comparison and preparation products and services, including Compass Concierge and CMA.

With a simple interface, agents can quickly schedule, coordinate and create routes for home tours, saving agents significant time.

• Open House Management.

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• Listing Analytics.

Compass Insights personalized dashboard contains all the key data points an agent needs to craft a winning marketing strategy around audience and traffic information, uncover new lead-generation opportunities, and invest accordingly in the positioning of a listing.

Compass Insights is a personalized dashboard that contains all the key data points an agent needs to craft a winning marketing strategy around audience and traffic information, uncover new lead-generation opportunities, and invest accordingly in the positioning of a listing.

• Transaction Management.

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We provide agents with transaction closing and post-closing support to reduce the complexity for clients and efficiently advise through a transaction’s lifecycle.

As Compass agents and their clients use the Compass platform to consolidate their activities for buying, selling, marketing and transacting real estate, they demonstrate high engagement with our platform.

These features include forms, offers, and eSignature capabilities, as well as tools that assist with compliance review, and ultimately commission payments.

• One Click Title & Escrow.

This feature allows agents to seamlessly access and initiate title and escrow services on the Compass platform with a single click.

• Reverse Prospecting.

This tool provides agents with exclusive insights into interested buyers looking at their listings among agents on the Compass platform across the country and the clients they represent.

It tracks real-time updates on how often agents and their clients are looking at the listing, commenting, favoriting it, or sharing it.

• Make Me Sell.

We believe this tool will help convert a portion of our CRM contacts into passive 'willing-to-sell' inventory that will only be available to agents using the Compass platform.

We have launched this tool in certain markets and anticipate a full launch in the first quarter of 2025.

• Private Exclusives.

This tool allows agents to list their client’s property on Compass.com only to test price, gain critical insights and generate early demand before listing it on an MLS.

• Compass One.

All-in-one client dashboard, launched in February 2025, provides a client-facing version of the Compass platform to consumers, allowing agents’ clients to have a differentiated experience where they can access the tools, services and advantages we offer to manage their homeownership journey.

As agents and their clients use the Compass platform to consolidate their activities for buying, selling, marketing and transacting real estate, they demonstrate high engagement with the platform.

As we continue to build everything agents need in a single, integrated platform, we believe more high-performing agents will continue to come to Compass.

As more high-performing agents join us, we believe our platform will help them provide great experiences to more of their buyer and seller clients.

The ability to create great client experiences drives continued business for agents with repeat and referral

This ultimately generates more revenue for the agent, and in turn, for Compass, which enables us to invest more into enhancing the platform.

As more high-performing agents join us, we believe the Compass platform will help them provide great experiences to more of their clients.

The ability to create great client experiences drives continued business for agents with repeat and referral clients.

This ultimately generates more revenue for the agents, and in turn, for us, which enables us to invest more into enhancing

the Compass platform, as well as other technology offerings.

These investments further empower agents to grow their businesses efficiently and effectively.

Integrated Services

We complement our technology platform with integrated services that make our agents more successful and give them more tools to better serve their clients.

These additional services support and service the needs of home buyers and sellers at various touch points of the residential real estate purchase process.

We entered into the integrated services market in 2018.

Beginning in 2020, we expanded our title and escrow offerings to provide our agents’ clients with a more integrated, service-oriented solution and, in 2021, we launched OriginPoint, our residential mortgage origination joint venture with Guaranteed Rate, to provide a service-oriented mortgage offering to our agents’ clients.

As of December 31, 2023, we provided title and escrow services in 7 states and Washington D.C.

Additionally, OriginPoint is fully operational in 30 states and Washington D.C.

and licensed in 6 other states.

Our integrated services, spanning title, escrow and mortgage, support the needs of home buyers and sellers, as well as homeowners seeking refinancing.

The synergies between these integrated services and our brokerage business increase transparency and deliver a more integrated closing process for agents and their clients.

Title and Escrow Services

Our title and escrow businesses provide full-service title and escrow/settlement services to real estate agents’ clients, real estate companies, and financial institutions relating to the closing of home purchases as well as the refinancing of home loans.

In many markets, clients typically look to their agents to refer them to the highest quality providers of these types of services after the purchase contract is signed.

We provide title and escrow/closing services under a multitude of local brands.

As of December 31, 2023, we operated five distinct, regional title agencies:

KVS Title, LLC, LegacyTexas Title Co., First Alliance Title, LLC, CommonGround Abstract, LLC d/b/a SQS Square Settlements and Consumer's Title Company of California, Inc., as well as one standalone escrow business, Chartwell Escrow, Inc.

These businesses have a combined presence across seven states (California, Colorado, Texas, Maryland, Virginia, New Jersey, and Pennsylvania) and Washington, D.C.

In 2024, we plan to remain opportunistic about adding additional title and escrow agencies and expanding our title and escrow operations in, and beyond, our current geographies.

Mortgage Joint Venture

In July 2021, we and Guaranteed Rate, which is one of the nation’s largest retail mortgage companies, by and through our respective subsidiaries, formed OriginPoint, a residential mortgage origination company, which commenced operations in Chicago, Illinois in December 2021.

OriginPoint is structured as a non-exclusive joint venture, where we hold a 49.9% equity interest and certain governance rights related to the joint venture, including representation on the management committee.

OriginPoint originates mortgages for Compass agents’ clients, as well as the clients of any other brokerage, in connection with purchase transactions and with other customers not working with a brokerage in refinancing situations.

OriginPoint has established and maintains its own warehouse lines of credit, and it funds its own mortgage loan transactions from these independent sources.

The warehouse lines maintained by OriginPoint are collateralized by the underlying mortgages available for sale and are non-recourse to Compass.

As of December 31, 2023, OriginPoint has received license approval in 36 states and Washington D.C.

Title, Escrow and Settlement Services

Our title, escrow and settlement businesses provide full-service title, escrow and settlement services to the clients of our agents at our owned-brokerage, real estate companies, and financial institutions relating to the closing of home purchases as well as the refinancing of home loans.

In many markets, clients typically look to either their attorneys or agents to refer them to the highest quality providers of these types of services after the purchase contract is signed.

As of January 31, 2025, we provided title, escrow and settlement services under a multitude of local brands in eleven states and Washington D.C.

Mortgage Business

We partner with Guaranteed Rate, which is one of the nation’s largest retail mortgage companies, to originate mortgage loans, including both purchases and refinancing transactions, for clients of our agents at our owned-brokerage.

Our partnership is structured as a non-exclusive joint venture, where we hold a 49.9% equity interest.

All mortgage loans are funded by separate warehouse lines that are not maintained by us, and all mortgage loans are collateralized by the underlying mortgages available for sale and are non-recourse to us.

As part of the Christie’s International Real Estate acquisition, we acquired ProperRate, a mortgage joint venture with Guaranteed Rate that is similar to our existing mortgage joint venture.

We consolidated ProperRate with our mortgage joint venture in February 2025.

As of January 31, 2025, our mortgage business was licensed in 42 states and Washington D.C.

Affiliate Business

We entered the affiliate business in January 2025 when we acquired a company with the exclusive, worldwide right to operate, franchise and license the Christie’s International Real Estate brand.

This addition provides us with the ability to partner with independently operated brokerages both domestically and internationally, expands our agents’ referral network and gives us an international presence in a capital-light manner.

Generally, our affiliates partner with us as a franchisee or a licensee under a franchise or license agreement, with a minimum term of ten years and pay us monthly royalties, which are based on the percentage of the affiliate’s gross sales commissions, and certain other fees, such as marketing and technology fees.

A limited number of our international affiliates are currently on a fixed fee model, which we are actively phasing out as renewals come up.

Under our typical agreement, our affiliates have the right to operate under the Christie’s International Real Estate brand, use the Christie’s International Real Estate trademark and access our technology offerings and other services.

We do not exercise control over our affiliates and their agents and affiliates operate their brokerage businesses independently.

Compass Concierge

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In addition, since early 2023, we have maintained alternative home improvement programs with several third-party service providers to help our agents' clients prepare their homes for listing and sale.

Since inception and through December 31, 2023, we had partnered with our agents and sellers on Compass Concierge projects totaling approximately $1.14 billion, with an average project size of approximately $28,800.

Since inception and through December 31, 2024, we partnered with our agents and sellers on Compass Concierge projects totaling approximately $1.29 billion, with an average project size of approximately $28,900.

We believe the program has successfully unlocked incremental transactions for our agents, delivered higher sale prices and reduced selling times for our agents' seller clients and also helped us attract high-performing agents to our platform.

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We strive to offer a comprehensive benefit package and evaluate and supplement our benefits periodically.

Our benefits package includes base pay, bonus programs for selected roles, long-term equity grants, health, dental and vision insurance plans, fertility benefits, life and disability insurance benefits, paid time off (including vacation, a community service day, and paid parental leave), as well as other benefits, such as access to mental health resources, an employee stock purchase plan and the ability to participate in a broad-base 401K plan.

Our benefits package includes base pay, bonus programs for selected roles, long-term equity grants, health, dental and vision insurance plans, fertility benefits, life and disability insurance benefits, paid time off (including unlimited flexible time off, a community service day, and paid parental leave), as well as other benefits, such as access to mental health resources, an employee stock purchase plan and the ability to participate in a broad-base 401(k) plan with a company match.

The residential real estate and technology industries are highly competitive and fragmented.

We compete to attract and retain top talent across the agent community, engineers, and employees in all other functions in order to build the best real estate transaction platform in fulfillment of our mission.

We compete to attract and retain top talent across the agent community, engineers and employees in all other functions in order to build the best tech-enabled real estate services company.

Our business faces competition nationally and in each of the markets we serve from other real estate brokerage firms, including a growing number of internet-based brokerages and others who operate with a variety of business models.

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• providing tools to agents associated with real estate data aggregation;

• providing integrated services products associated with residential real estate transactions, such as title and escrow and mortgage origination.

• providing integrated services products associated with residential real estate transactions, such as title and escrow/settlement and mortgage origination.

Some companies may attempt to assemble various aspects of solutions that overlap with our offering, including:

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• real estate financial services.

We believe we compete favorably based on multiple factors, including the strength and quality of our business, and our ability to retain our agents, our integrated suite of differentiated software and product solutions that empowers agents, our platform functionality and innovative product and service offerings that facilitate real estate transactions for both buyers and sellers, our growing scale, and our premier brand.

We believe we compete favorably based on multiple factors, including the strength and quality of our business, and our ability to retain our agents, our integrated suite of differentiated technology offerings that empower agents, our platform functionality and innovative product and service offerings that facilitate real estate transactions for both buyers and sellers, our growing scale, and our luxury brands.

Our differentiated focus on the agent enables us to deliver a premier brokerage and technology-enabled agent experience at scale.

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These laws and regulations generally detail minimum duties, obligations, and standards of conduct, including requirements related to contracts, disclosures, record-keeping, local offices, trust funds, agency representation, advertising, and fair housing.

In each of the jurisdictions where our business operates, we have designated a properly licensed broker as the broker of record and, where required, we also hold a corporate real estate broker’s license.

In each of the jurisdictions where our business operates, we have designated a properly licensed broker as the broker of record and, where required, we also hold a corporate real estate

broker’s license.

We (and agents at our owned-brokerage and our affiliates) are also required to comply with state and local laws related to dual agency (such as where the same brokerage represents both the buyer and seller of a home) and increased regulation of dual agency representation may restrict or reduce the ability of impacted brokerages to participate in certain real estate transactions.

Federal Regulation.

Several federal laws and regulations govern the real estate brokerage business, including federal Fair Housing Act and the Real Estate Settlement Procedures Act (“RESPA”).

Several federal laws and regulations govern the real estate brokerage business, including the federal Fair Housing Act and the Real Estate Settlement Procedures Act (“RESPA”).

The Fair Housing Act prohibits discrimination in the purchase or sale of homes and applies to real estate brokers and agents, among others.

The Fair Housing Act prohibits expressing any preference or discrimination based on race, religion, sex, disability, and certain other protected characteristics, and applies broadly to many forms of advertising and communications.

RESPA is a federal law intended to provide consumers with improved disclosures of settlement costs and to reduce the costs of settlement services (e.g., real estate brokerage services, mortgage loan origination, title insurance, escrow and closing services, etc.) by eliminating referral fees and kickbacks.

It applies to real estate brokerage services among other real estate settlement services.

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Regulation of Settlement Services (RESPA and Related State Law)

RESPA and other state anti-kickback statutes (state laws limiting or prohibiting cash rebates, gifts and other inducements to referrers of settlement services business and others) serve to regulate the payments which real estate brokers, title companies, mortgage bankers, mortgage brokers and other settlement service providers may receive or make in connection with the sales of residential real property and referral of settlement services business.

RESPA and similar state laws generally require timely disclosure to consumers of certain relationships and financial interests with providers of real estate settlement services.

Pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Consumer Financial Protection Bureau (the “CFPB”) administers RESPA.

State authorities also have certain RESPA enforcement rights.

RESPA compliance is of significant importance to us and our affiliated businesses.

RESPA and analogous state anti-kickback statutes generally prohibit the provision of things of value such as cash rebates, gifts and other inducements if doing so is part of an agreement or understanding that settlement services business be referred.

These laws generally require timely disclosure to consumers of certain relationships and financial interests in providers of real estate settlement services.

Pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Consumer Financial Protection Bureau (the “CFPB”) administers RESPA, but state authorities also have certain RESPA enforcement rights.

RESPA compliance is of significant importance to us and our integrated services business.

Regulation of the Title & Escrow Industry

Title insurance and escrow/closing services typically require licensure and are heavily regulated, often through a state’s insurance regulator or other regulatory body.

Title insurance and escrow/settlement services typically require licensure and are heavily regulated, often through a state’s insurance regulator or other regulatory body.

In a number of states, insurance rates are either promulgated by the state directly or are required to be filed with each state by the agent or underwriter.

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In some states, such as Texas, no person may acquire control, directly or indirectly, of a title company unless the person has provided required information to, and the acquisition is approved or not disapproved by, the relevant regulator.

Other states have “controlled business” statutes which generally require that a title agent seek or obtain business from unaffiliated brokerages.

Additionally, some states have “controlled business” statutes which generally require that a title agent seek or obtain a certain amount of business from unaffiliated brokerages.

Regulation of the Mortgage Industry

The mortgage industry is a heavily regulated industry and private mortgage lenders operating in the U.S.

are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which mortgage companies, including our mortgage joint venture, OriginPoint, can operate their loan origination and servicing businesses, the fees such companies may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information.

OriginPoint is required to be licensed in all relevant jurisdictions in which it operates and to comply with the respective laws and regulations of each such jurisdiction, as well as with applicable judicial and administrative decisions.

The comprehensive body of federal, state, and local laws to which OriginPoint is subject is continually evolving and developing, including laws on advertising and privacy described in more detail in the section entitled “ – Cybersecurity and Data Privacy Regulations” below.

In addition, OriginPoint must comply with a number of federal, state and local consumer protection laws including, among others, the Truth in Lending Act (“TILA”), RESPA, the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act (“FCRA”), the Fair Housing Act, the Gramm-Leach-Bliley Act (“GLBA”), the Electronic Fund Transfer Act, and the Homeowners Protection Act.

are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which mortgage companies, including our mortgage business, can operate their loan origination and servicing businesses, the fees such companies may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information.

Our mortgage business is required to be licensed in all relevant jurisdictions in which it operates and to comply with the respective laws and regulations of each such jurisdiction, as well as with applicable judicial and administrative decisions.

The comprehensive body of federal, state, and local laws to which our mortgage business is subject is continually evolving and developing, including laws on advertising and privacy described in more detail in the section entitled “ – Cybersecurity and Data Privacy Regulations” below.

In addition, our mortgage business must comply with a number of federal, state and local consumer protection laws including, among others, the Truth in Lending Act (“TILA”), RESPA, the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act (“FCRA”), the Fair Housing Act, the Gramm-Leach-Bliley Act (“GLBA”), the Electronic Fund Transfer Act, and the Homeowners Protection Act.

Under the Dodd-Frank Act, the CFPB is authorized to engage in rulemaking and examination activity with respect to consumer financial products and services (including mortgage finance) and to enforce compliance with federal consumer financial laws, including TILA and RESPA.

The CFPB has issued myriad rules, including TILA-RESPA Integrated Disclosure rules, which impose significant obligations on OriginPoint.

The CFPB has issued myriad rules, including TILA-RESPA Integrated Disclosure rules, which impose significant obligations on our mortgage business.

Regulation of Our Affiliate Business

We operate our affiliate business in the U.S.

as a franchise and are subject to franchise state and federal laws.

At a federal level, federal laws under the jurisdiction of the FTC generally require franchisors to make extensive disclosure to prospective franchisees in connection with franchise offers and sales but do not require registration.

At a state level, a number of states require both disclosure and registration.

In addition, a number of states have “franchise relationship laws” or “business opportunity laws” that typically limit franchisors’ ability to terminate franchise agreements (including mandated notice or cure periods) and to withhold consent to renew or transfer these agreements, as well as prohibit discrimination by a franchisor among its franchisees.

We operate our affiliate business internationally by exclusively licensing the Christie’s International Real Estate brand under a license agreement.

As a result, we are subject to various international laws, including contract, licensing, intellectual property and data privacy laws in various international jurisdictions.

Antitrust and Competition Laws

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These laws and regulations generally prohibit competitors from fixing prices, boycotting competitors, dividing markets, or engaging in other conduct that unreasonably restrains competition.

We (and independent sales agents affiliated with us) are also required to comply with state and local laws related to dual agency (such as where the same brokerage represents both the buyer and seller of a home) and increased regulation of dual agency representation may restrict or reduce the ability of impacted brokerages to participate in certain real estate transactions.

Antitrust litigation has been brought against us (as described in more detail in Note 11 to our consolidated financial statements included elsewhere in this Annual Report) and other brokerages and real estate associations regarding the requirement to offer set buy-side commissions.

If these cases are successful, that could affect the amount of buy-side commissions we are required to offer on listings, and how much we are able to earn on transactions where our agents represent the buyer.

Antitrust litigation has been brought on behalf of homebuyers and homesellers against us (as described in more detail in Note 11 to our consolidated financial statements included elsewhere in this Annual Report) and other brokerages and real estate associations regarding the requirement to offer cooperating commissions, which already led to certain industry-wide changes and could lead to additional changes in the future.

See “Recent Developments – Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Cybersecurity and Data Privacy Regulations

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As a result, we are subject to increased regulatory scrutiny, additional contractual requirements, and an increase in compliance costs.

Some examples of the regulations we are required to comply with include without limitation, the California Consumer Privacy Act (“CCPA”), amended by the California Privacy Rights Act (“CPRA”), as well as the Virginia Consumer Data Protection Act ("VCDPA"), both of which took effect January 1, 2023, and other similar state regulations, portions of the GLBA, namely the Safeguards rule, which governs the disclosure and safeguarding of consumer financial information, and the Telephone Consumer Protection Act (“TCPA”), which restricts certain types of telemarketing calls and the use of auto-dialing systems and prerecorded messages and establishes a national Do-Not-Call registry.

Some examples of the regulations we are required to comply with include without limitation, the California Consumer Privacy Act (“CCPA”), amended by the California Privacy Rights Act (“CPRA”), and other similar state regulations, portions of the GLBA, namely the Safeguards rule, which governs the disclosure and safeguarding of consumer financial information, and the Telephone Consumer Protection Act (“TCPA”), which restricts certain types of telemarketing calls and the use of auto-dialing systems and prerecorded messages and establishes a national Do-Not-Call registry.

The international portion of our affiliate business might also be subject to the General Data Protection Regulation (“GDPR”), which is a privacy and security regulation for the European Union.

Environmental Regulation

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While we have hundreds of physical offices, we locate them in population centers and they are no larger than needed to service our agents’ clients' needs.

Due to this, we are not materially impacted by any environmental regulations.

Although environmental regulations do not currently have a material adverse impact on our business and operations, the regulatory landscape is constantly changing and new environmental regulations and reporting requirements could affect our business and cause us to devote additional time and resources to regulatory compliance.

For example, California adopted the Climate Corporate Data Accountability Act that will require annual disclosure of certain greenhouse gas emissions and the Climate-Related Financial Risk Act that will require disclosure of certain climate-related financial risks and mitigation measures beginning in 2026, subject to implementing regulations that may impact scope and timing.

Other Real Estate Industry Rules

Aside from federal, state and local regulations, we are subject to a variety of rules promulgated by trade organizations including the NAR, state and local associations of REALTORS, and MLSs.

Generally, as members of these organizations, we are subject to their policies, bylaws, codes of ethics, and fees and rules, which govern our dealings with other members, the public, and clients as well as the manner in which we use and display the organization’s brand and services.

Generally, as members of these organizations, we are subject to their policies, bylaws, codes of ethics, and fees and rules, which govern our dealings with other members,

the public, and clients as well as the manner in which we use and display the organization’s brand and services.

We have a dedicated team that works with a variety of stakeholders, including our brokers of record, to help manage and comply with these rules and policies.

We are also actively engaged in voicing our concerns with certain aspects of these trade organization rules and are working hard to change them to benefit our agents and their clients.

Intellectual Property

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We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, employees, agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information.

As of December 31, 2023, we had more than 42 trademark registrations and applications in the United States, including registrations for “Compass” and the Compass logo.

We also had 27 trademark registrations and applications in certain foreign jurisdictions.

As of December 31, 2024, we had more than 30 unique trademark registrations and applications in the United States, including registrations for “Compass” and the Compass logo.

We also had 5 unique trademark registrations and applications in certain foreign jurisdictions.

Additionally, we are the registered holder of a number of domain names, including “compass.com.”

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We intend to continue to evaluate the benefit of patent protection with respect to our technology, and will file additional applications when we believe it will be beneficial.

In connection with a recent acquisition, we acquired two patents related to real estate signage.

In January 2025, we acquired a company with the exclusive, worldwide right to operate, franchise and license the Christie’s International Real Estate brand under a trademark license agreement (the “License Agreement”) with Christie Manson & Woods Limited (“CMW”).

The License Agreement has a 100-year term, which consists of an initial 50-year term ending in 2071 and two 25-year renewal options.

We pay royalties to CMW based on a percent of (i) the royalties that we collect from our affiliates (the "affiliate royalties") and (ii) the gross sales commissions attributable to a certain limited number of our owned-brokerage offices that use the Christie’s International Real Estate brand (the "owned-brokerage royalties").

The owned-brokerage royalties are significantly lower than the affiliate royalties.

The aggregate amount of royalties that we are obligated to pay to CMW is subject to a minimum annual fee, which increases over time.

The License Agreement is terminable by CMW prior to the end of the license term if certain conditions occur, including but not limited to the following:

(1) we breach a material term of the License Agreement and such breach is not cured or reasonably mitigated to Christie’s satisfaction, (2) we become bankrupt or insolvent, (3) we are acquired or otherwise become controlled by one of Christie’s competitors or (4) we stop offering products or services using the Christie’s International Real Estate trademark for a period of six months.

The residential real estate market is seasonal, which directly impacts our agents’ businesses and has affected and will continue to affect our business and financial results.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Cyclicality" for additional discussion on the extent to which our business and financial results have been, or may continue to be, impacted by seasonality.

Available Information

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The SEC maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information that we file electronically with the SEC.

From time to time, we intend to announce material information to the public also through the investor relations page on our website, press releases, public conference calls, public webcasts, and our X (formerly Twitter) feed (@Compass), our Facebook page, our LinkedIn page, our Instagram account, our YouTube channel, and Robert Reffkin’s X feed (@RobReffkin) and Instagram account (@robreffkin).

From time to time, we also intend to announce material information to the public through the investor relations page on our website, press releases, public conference calls, public webcasts, and our X (formerly Twitter) feed (@Compass), our Facebook page, our LinkedIn page, our Instagram account, our YouTube channel, and Robert Reffkin’s X feed (@RobReffkin) and Instagram account (@robreffkin).

We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidates and other matters.

It is possible that the information that we make available may be deemed to be material information.

We therefore encourage investors and others interested in our Company to review the information that we make available on our website.

We therefore encourage investors and

others interested in our Company to review the information that we make available on our website.

Further, corporate governance information, including our governance guidelines, board committee charters and code of ethics, is also available on our investor relations website under the heading “Governance.”

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business