What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-25 · 113 added, 42 removed, 138 unchanged (53% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In January 2025, we completed our acquisition of At World Properties Holdings, LLC, known as @properties Christie’s International Real Estate (“CIRE”) and its consolidated subsidiaries.

As discussed in SEC staff guidance, a company may conclude it will exclude an acquired business from the assessment of internal control over financial reporting in the first year after completion of an acquisition, and we excluded CIRE from our assessment of internal control over financial reporting as of December 31, 2025.

In light of the overlap between a company’s disclosure controls and procedures and its internal control over financial reporting, the evaluation of disclosure controls and procedures may also exclude an assessment of the disclosure controls and procedures of the acquired entity that are subsumed in internal control over financial reporting.

In consideration of the SEC staff guidance, we excluded CIRE from our assessment of the effectiveness of disclosure controls and procedures as of December 31, 2025.

CIRE and its consolidated subsidiaries’ total assets and total revenues excluded from management’s assessment represented approximately 3% of our consolidated assets as of December 31, 2025 and approximately 8% of our consolidated revenue for the year ended December 31, 2025.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

8 unchanged sentences

Management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control—Integrated Framework” (2013).

Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which appears in Item 8.

As noted above, management has excluded CIRE from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025.

CIRE is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment represent 3% and 8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Based on management’s assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2025 was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report which appears in Item 8.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the

individual acts of some persons, by collusion of two or more people or by management override of the controls.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

2 unchanged sentences

Other Information.

During the three months ended December 31, 2024, no director or executive officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K.

(a) Costs Associated with Exit or Disposal Activities.

In connection with the ongoing integration of Anywhere and in support of the Company’s efforts to streamline the combined company’s organizational structure, the Company is implementing an ongoing reduction in force under a plan of termination and estimates to record pre-tax charges in the range of approximately $50 million to $55 million during the first quarter of 2026 for severance and other termination benefits.

The Company expects these charges to be included in the Anywhere merger transaction and integration expenses line of its statement of operations.

The charges that the Company expects to incur, and the timing thereof, are subject to a number of assumptions, and actual expenses and results may differ materially from the Company’s estimates disclosed above.

(b) Rule 10b5-1 Trading Arrangements.

During the three months ended December 31, 2025, no director or executive officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

5 unchanged sentences

In addition, we intend to promptly disclose on our website at www.compass.com (1) the nature of any amendment to our Employee and Director Code of Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to a director one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.

We have adopted an insider trading policy applicable to our employees (including executive officers), directors, contractors (excluding real estate professionals), consultants and certain other persons that applies to the purchase, sale and other disposition of our securities.

We believe the policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing rules.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation.

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item regarding security ownership of certain beneficial owners and management and our equity compensation plans will be incorporated by reference to the information set forth in our Proxy Statement.

The information required by this item regarding certain relationships and related transactions, and director independence will be incorporated by reference to the information set forth in our Proxy Statement.

Principal Accountant Fees and Services.

30 unchanged sentences

Exhibit Filing Date Filed

Agreement and Plan of Merger, dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, At World Properties Principals Blocker, Inc., At World Properties IX Blocker, Inc., Apple IX Blocker Merger Sub, Inc., Apple Principals Blocker Merger Sub, Inc.

and Quad-C , LLC .

8-K 001-40291 2.1 12/02/24

2.1 Agreement and Plan of Merger, dated as of September 22, 2025, by and among Compass, Inc., Anywhere Real Estate Inc.

and Velocity Merger Sub, Inc.

001-40291 2.1 9/22/25

3.1 Restated Certificate of Incorporation of the Registrant

6 unchanged sentences

S-1/A 333-253744 4.1 3/23/21

4.3 Indenture, dated as of January 9, 2026, by and among Compass, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the 0.25% Convertible Senior Notes due 2031 (the “0.25% Convertible Senior Notes Indenture”)

4.4 Form of 0.25% Convertible Senior Notes due 2031 (included in the 0.25% Convertible Senior Notes Indenture)

4.5 Indenture, dated as of January 11, 2021, among Anywhere Real Estate Group LLC (f/k/a Realogy Group LLC), as Issuer, Anywhere Co-Issuer Corp.

(f/k/a Realogy Co-Issuer Corp.), as Co-Issuer, Anywhere Real Estate Inc.

(f/k/a Realogy Holdings Corp.), the Note Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 5.75% Senior Notes due 2029 (the “5.75% Senior Note Indenture”)

4.6 Form of 5.75% Senior Notes Due 2029 (included in the 5.75% Senior Note Indenture)

4.7 Supplemental Indenture No.

1, dated as of February 4, 2021, to the 5.75% Senior Note Indenture

4.8 Supplemental Indenture No.

2, dated as of November 1, 2021, to the 5.75% Senior Note Indenture

4.9 Supplemental Indenture No.

3, dated as of May 10, 2022, to the 5.75% Senior Note Indenture

4.10 Supplemental Indenture No.

4, dated as of January 9, 2026, to the 5.75% Senior Note Indenture

4.11 Indenture, dated as of January 10, 2022, among Anywhere Real Estate Group LLC (f/k/a Realogy Group LLC), as Issuer, Anywhere Co-Issuer Corp.

(f/k/a Realogy Co-Issuer Corp.), as Co-Issuer, Anywhere Real Estate Inc.

(f/k/a Realogy Holdings Corp.), the Note Guarantors (as defined therein) and the Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 5.250% Senior Notes due 2030 (the “5.250% Senior Note Indenture”)

4.12 Form of 5.250% Senior Notes due 2030 (included in the 5.250% Senior Note Indenture)

4.13 Supplemental Indenture No.

1, dated as of May 10, 2022, to the 5.25 % Senior Note Indenture

Number Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

4.14 Supplemental Indenture No.

2, dated as of January 9, 2026, to the 5.25 % Senior Note Indenture

4.15 Indenture, dated as of August 24, 2023, by and among the Anywhere Real Estate Group LLC, Anywhere Co-Issuer Corp., Anywhere Real Estate Inc., Anywhere Intermediate Holdings LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, governing the 7.000% Second Lien Senior Secured Notes due 2030 (the “7.00% Senior Secured Second Lien Note Indenture”)

4.16 Form of 7.000% Second Lien Secured Notes due 2030 (included in the 7.00% Senior Secured Second Lien Note Indenture)

4.17 Supplemental Indenture No.

1, dated as of January 9, 2026, to the 7.000% Second Lien Secured Notes due 2030

4.18 Indenture, dated as of June 26, 2025, by and among the Anywhere Real Estate Group LLC, Anywhere Co-Issuer Corp., Anywhere Real Estate Inc., Anywhere Intermediate Holdings LLC, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (the “9.750 % Senior Secured Second Lien Note Indenture”)

4.19 Form of 9.750% Senior Secured Second Lien Notes due 2030 (included in the 9.750% Senior Secured Second Lien Note Indenture)

4.20 Supplemental Indenture No.

1, dated as of January 9, 2026, to the 9.750% Secured Second Lien Notes due 2030

10.1+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers

4 unchanged sentences

S-1/A 333-253744 10.3 3/23/21

Amendment to 2021 Equity Incentive Plan of Compass, Inc.

2021 Employee Stock Purchase Plan and forms of award agreements thereunder

4 unchanged sentences

S-1/A 333-253744 10.6 3/23/21

10.7+ Offer Letter between the Registrant and Brad Serwin, dated as of March 12, 2021

S-1/A 333-253744 10.10 3/23/21

10.8+ Form of Change in Control and Severance Agreement between the Registrant and its named executive officers

10-K 001-40291 10.8 2/28/24

10.10 Revolving Credit and Guaranty Agreement among the Registrant, Barclays Bank PLC, the Lenders, and Issuing Banks party thereto, dated as of March 4, 2021

S-1/A 333-253744 10.14 3/23/21

10.11 First Amendment to Revolving Credit and Guaranty Agreement among Compass, Inc., Barclays Bank PLC and the lenders party thereto, dated as of May 1, 2023

10-Q 001-40291 10.1 5/10/23

10.9 Revolving Credit and Guaranty Agreement by and among Compass, Inc., the Obligors party thereto, Morgan Stanley Senior Funding, Inc., the Lenders, and Issuing Banks party thereto, dated as of November 17, 2025.

10.1 11/17/25

Forms of Global Notice of Restricted Stock Unit Award and Global Restricted Stock Unit Award Agreement

10-Q 001-40291 10.2 8/10/21

10.11 Form of Base Capped Call Confirmation.

10.12 Form of Additional Capped Call Confirmation.

Number Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10.13+ Forms of Global Notice of Stock Option Grant and Global Stock Option Agreement

4 unchanged sentences

10-K 001-40291 10.15 2/28/24

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed

Compass, Inc.

Deferred Compensation Plan for Directors & Employees

Chief Executive Officer Agreement between the Company and Robert Reffkin, dated as of October 29, 2024

10-Q 001-40291 10.1 11/1/24

10.17+ Amended and Restated Cash Bonus Agreement between the Registrant and Brad Serwin, dated as of August 17, 2023

10-K 001-40291 10.17 2/28/24

10.18+ Offer Letter between the Company and Kalani Reelitz, dated as of October 24, 2022

8-K 001-40291 10.1 10/28/22

Offer Letter between the Company and Scott Wahlers, dated as of August 3, 2025

10-Q 001-40291

10.19 Employee Proprietary Information, Inventions, and Arbitration Agreement between the Company and Scott Wahlers, dated as of August 3, 2025

10-Q 001-40291

10.20 Amended and Restated Revolving Credit and Security Agreement among Compass Concierge SPV I, LLC, Barclays Bank PLC and the lenders party thereto, dated as of August 5, 2022

3 unchanged sentences

10-Q 001-40291 10.1 8/08/23

10.21 Form of Shareholder Rights Agreement, by and among, the Company and the stockholders party thereto

8-K 001-40291 10.1 12/02/24

10.22 Trademark License Agreement, dated as of February 17, 2004, among SPTC Delaware LLC (as assignee of SPTC, Inc.), Sotheby’s (as successor to Sotheby’s Holdings, Inc.), Cendant Corporation and Sotheby's International Realty Licensee Corporation (f/k/a Monticello Licensee Corporation)(the “Trademark License Agreement”)

10.23 Amendment No.

1 to Trademark License Agreement, dated May 2, 2005

10.24 Amendment No.

2 to Trademark License Agreement, dated May 2, 2005

10.25 Consent of SPTC Delaware LLC, Sotheby’s (as successor to Sotheby’s Holdings, Inc.) and Sotheby’s International Realty License Corporation

10.26 Joinder Agreement dated as of January 1, 2005, between SPTC Delaware LLC, Sotheby’s (as successor to Sotheby’s Holdings, Inc.), and Cendant Corporation and Sotheby’s International Realty Licensee Corporation

10.27 Amendment No.

3 to Trademark License Agreement dated January 14, 2011

10.28 Realogy Holdings Corp.

(now known as Anywhere Real Estate Inc.) Amended and Restated 2012 Long-Term Incentive Plan

10.29 Anywhere Real Estate Inc.

Third Amended & Restated 2018 Long-Term Incentive Plan

10.30 Amended and Restated Limited Liability Company Agreement of Over Under Title LLC dated as of April 1, 2025

Number Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10.31 Amended and Restated Limited Liability Company Agreement of Double Barrel Title LLC dated as of April 1, 2025

19.1 Insider Trading Policy

10-K 001-40291 19.1 2/25/25

21.1 Subsidiaries of the Registrant

9 unchanged sentences

101 The following financial information related to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows;

and (vi) the related Notes to Consolidated Financial Statements X

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows;

and (v) the related Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 X

1 unchanged sentence

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for

purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary.

4 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, each person whose individual signature appears below hereby authorizes and appoints Robert Reffkin, Kalani Reelitz, and Scott Wahlers and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

KNOW ALL PERSONS BY THESE PRESENTS, each person whose individual signature appears below hereby authorizes and appoints Robert Reffkin and Scott Wahlers and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ Robert Reffkin Chairman of the Board of Directors and Chief Executive Officer February 25, 2025

/s/ Robert Reffkin

Chairman of the Board of Directors and Chief Executive Officer February 27, 2026

Robert Reffkin (Principal Executive Officer)

/s/ Kalani Reelitz Chief Financial Officer February 25, 2025

Kalani Reelitz (Principal Financial Officer)

/s/ Scott Wahlers Chief Accounting Officer February 25, 2025

Scott Wahlers (Principal Accounting Officer)

/s/ Allan Leinwand Director February 25, 2025

/s/ Scott Wahlers

Chief Financial Officer February 27, 2026

Scott Wahlers

(Principal Financial and Accounting Officer)

/s/ Allan Leinwand

Director February 27, 2026

Allan Leinwand

/s/ Frank Martell Director February 25, 2025

/s/ Frank Martell

Director February 27, 2026

Frank Martell

/s/ Josh McCarter Director February 25, 2025

/s/ Josh McCarter

Director February 27, 2026

Josh McCarter

/s/ Charles Phillips Director February 25, 2025

/s/ Charles Phillips

Director February 27, 2026

Charles Phillips

/s/ Steven Sordello Director February 25, 2025

/s/ Steven Sordello

Director February 27, 2026

Steven Sordello

/s/ Pamela Thomas-Graham Director February 25, 2025

/s/ Pamela Thomas-Graham

Director February 27, 2026

Pamela Thomas-Graham

/s/ Dawanna Williams Director February 25, 2025

/s/ Dawanna Williams

Director February 27, 2026

Dawanna Williams

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 9A. Controls and Procedures