Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are 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 recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 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.
Management ’ s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and the dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with appropriate authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on its financial statements.
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).
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.
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Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control over Financial Reporting and Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 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. 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
(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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, or the Proxy Statement, which will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
We have adopted an Employee and Director Code of Ethics that applies to our officers, directors and employees which is available on our website at investors.compass.com. The Employee and Director Code of Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. 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.
Item 11. Executive Compensation.
The information required by this item regarding executive compensation will be incorporated by reference to the information set forth in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
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.
Item 14. Principal Accountant Fees and Services.
The information required by this item regarding principal accountant fees and services will be incorporated by reference to the information set forth in our Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. Financial Statements
Information in response to this Item is included in Part II, Item 8 of this Annual Report.
2. Financial Statement Schedules
Schedule II. Valuation and Qualifying Accounts.
Years Ended December 31, 2025, 2024 and 2023
Balance
at
Beginning
of Year Charged
to Costs
and
Expenses Write-
offs Other Balance
at End of
Year
(in millions)
December 31, 2025
Accounts receivable allowance for credit loss $ 4.4 $ ( 1.0 ) $ 0.1 $ — $ 3.5
Compass Concierge receivable allowance for credit loss 10.4 0.4 ( 1.1 ) — 9.7
Valuation allowance for deferred tax assets 703.8 — — 8.9 (a)
712.7
December 31, 2024
Accounts receivable allowance for credit loss 8.6 ( 2.5 ) ( 1.7 ) — 4.4
Compass Concierge receivable allowance for credit loss 13.2 0.4 ( 3.2 ) — 10.4
Valuation allowance for deferred tax assets 664.9 — — 38.9 (a)
703.8
December 31, 2023
Accounts receivable allowance for credit loss 9.0 3.6 ( 4.0 ) — 8.6
Compass Concierge receivable allowance for credit loss 14.7 0.8 ( 2.3 ) — 13.2
Valuation allowance for deferred tax assets 594.2 — — 70.7 (a)
664.9
(a) For the years ended December 31, 2025, 2024 and 2023, the increase in valuation allowance relates to U.S. deferred tax assets for which the Company continues to maintain that the realization of these assets has not achieved a more-likely-than-not threshold. This is primarily due to the evidence that the Company continued to maintain three-year cumulative pre-tax book losses.
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3. Exhibits
Exhibit Index
Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
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.
8-K
001-40291 2.1 9/22/25
3.1 Restated Certificate of Incorporation of the Registrant
10-Q 001-40291 3.1 5/13/21
3.2 Amended and Restated Bylaws of the Registrant
10-Q 001-40291 3.2 5/13/21
4.1 Description of Common Stock
10-K 001-40291 4.1 2/28/22
4.2 Form of Registrant’s Class A common stock certificate
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”)
8-K
001-40291
4.1 1/09/26
4.4 Form of 0.25% Convertible Senior Notes due 2031 (included in the 0.25% Convertible Senior Notes Indenture)
8-K
001-40291
4.1 1/09/26
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”)
X
4.6 Form of 5.75% Senior Notes Due 2029 (included in the 5.75% Senior Note Indenture)
X
4.7 Supplemental Indenture No. 1, dated as of February 4, 2021, to the 5.75% Senior Note Indenture
X
4.8 Supplemental Indenture No. 2, dated as of November 1, 2021, to the 5.75% Senior Note Indenture
X
4.9 Supplemental Indenture No. 3, dated as of May 10, 2022, to the 5.75% Senior Note Indenture
X
4.10 Supplemental Indenture No. 4, dated as of January 9, 2026, to the 5.75% Senior Note Indenture
X
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”)
X
4.12 Form of 5.250% Senior Notes due 2030 (included in the 5.250% Senior Note Indenture)
X
4.13 Supplemental Indenture No. 1, dated as of May 10, 2022, to the 5.25 % Senior Note Indenture
X
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Exhibit
Number Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
4.14 Supplemental Indenture No. 2, dated as of January 9, 2026, to the 5.25 % Senior Note Indenture
X
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”)
X
4.16 Form of 7.000% Second Lien Secured Notes due 2030 (included in the 7.00% Senior Secured Second Lien Note Indenture)
X
4.17 Supplemental Indenture No. 1, dated as of January 9, 2026, to the 7.000% Second Lien Secured Notes due 2030
X
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”)
X
4.19 Form of 9.750% Senior Secured Second Lien Notes due 2030 (included in the 9.750% Senior Secured Second Lien Note Indenture)
X
4.20 Supplemental Indenture No. 1, dated as of January 9, 2026, to the 9.750% Secured Second Lien Notes due 2030
X
10.1+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
10-K 001-40291 10.1 2/28/24
10.2+ 2012 Stock Incentive Plan and forms of award agreements thereunder
S-1 333-253744 10.2 3/1/21
10.3+ 2021 Equity Incentive Plan and forms of award agreements thereunder
S-1/A 333-253744 10.3 3/23/21
10.4+
Amendment to 2021 Equity Incentive Plan of Compass, Inc.
S-8
333-292639
10.2 1/09/26
10.5+
2021 Employee Stock Purchase Plan and forms of award agreements thereunder
S-1/A 333-253744 10.4 3/23/21
10.6+
Non-Employee Director Compensation Policy
10-K 001-40291 10.5 2/28/24
10.7+
Letter Agreement between the Registrant and Robert Reffkin, dated as of March 12, 2020, as amended
S-1/A 333-253744 10.6 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
10.9 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.
8-K
001-40291
10.1 11/17/25
10.10+
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.
8-K
001-40291
10.1 1/09/26
10.12 Form of Additional Capped Call Confirmation.
8-K
001-40291
10.2 1/09/26
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Exhibit
Number Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
10.13+ Forms of Global Notice of Stock Option Grant and Global Stock Option Agreement
10-Q 001-40291 10.3 8/10/21
10.14+ Forms of Global Notice of Performance Stock Unit Award and Global Performance Stock Unit Award Agreement
10-K 001-40291 10.14 2/28/24
10.15+ Executive Bonus Plan, amended and restated as of November 2, 2023
10-K 001-40291 10.15 2/28/24
10.16+
Compass, Inc. Deferred Compensation Plan for Directors & Employees
8-K
001-40291
10.1 5/29/25
10.17+
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
10.18+
Offer Letter between the Company and Scott Wahlers, dated as of August 3, 2025
10-Q 001-40291
10.3 8/4/25
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
10.4 8/4/25
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
10-Q 001-40291 10.1 8/15/22
10.21 Amendment No. 1 to the Second 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 4, 2023
10-Q 001-40291 10.1 8/08/23
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”)
X
10.23 Amendment No. 1 to Trademark License Agreement, dated May 2, 2005
X
10.24 Amendment No. 2 to Trademark License Agreement, dated May 2, 2005
X
10.25 Consent of SPTC Delaware LLC, Sotheby’s (as successor to Sotheby’s Holdings, Inc.) and Sotheby’s International Realty License Corporation
X
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
X
10.27 Amendment No. 3 to Trademark License Agreement dated January 14, 2011
X
10.28 Realogy Holdings Corp. (now known as Anywhere Real Estate Inc.) Amended and Restated 2012 Long-Term Incentive Plan
X
10.29 Anywhere Real Estate Inc. Third Amended & Restated 2018 Long-Term Incentive Plan
X
10.30 Amended and Restated Limited Liability Company Agreement of Over Under Title LLC dated as of April 1, 2025
X
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Exhibit
Number Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
10.31 Amended and Restated Limited Liability Company Agreement of Double Barrel Title LLC dated as of April 1, 2025
X
19.1 Insider Trading Policy
10-K 001-40291 19.1 2/25/25
21.1 Subsidiaries of the Registrant
X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (contained in “Signatures”)
X
31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)
X
31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)
X
32.1# Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
X
32.2# Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
X
97 Compass, Inc. Compensation Recovery Policy, adopted November 2, 2023
10-K 001-40291 97 2/28/24
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 Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows; and (v) the related Notes to Consolidated Financial Statements
X
104 Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 X
+ Management contract or compensatory plan.
# 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.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Compass, Inc
(Registrant)
February 27, 2026 By /s/ Robert Reffkin
(Date) Robert Reffkin
Chief Executive Officer
POWER OF ATTORNEY
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 27, 2026
Robert Reffkin (Principal Executive Officer)
/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 27, 2026
Frank Martell
/s/ Josh McCarter
Director February 27, 2026
Josh McCarter
/s/ Charles Phillips
Director February 27, 2026
Charles Phillips
/s/ Steven Sordello
Director February 27, 2026
Steven Sordello
/s/ Pamela Thomas-Graham
Director February 27, 2026
Pamela Thomas-Graham
/s/ Dawanna Williams
Director February 27, 2026
Dawanna Williams
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