On January 9, 2026 (the “Anywhere Closing Date”), the Company completed the merger contemplated by the Anywhere Merger Agreement with Anywhere and Merger Sub. Pursuant to the Anywhere Merger Agreement and subject to its terms and conditions, Merger Sub merged with and into Anywhere, with Anywhere surviving as a wholly owned subsidiary of the Company. In connection with the Anywhere Merger, the Company acquired all outstanding shares of Anywhere common stock in a stock-for-stock transaction. Holders of Anywhere common stock received 1.436 shares of Compass Class A common stock for each share of Anywhere common stock, and the Company issued 162.1 million shares of its Class A common stock (“Anywhere Share Consideration”).

The aggregate consideration (“Anywhere Purchase Consideration”) payable pursuant to the Anywhere Merger Agreement consisted of (i) $502 million for the repayment of the outstanding balance of Anywhere’s revolving credit facility, which contained a change in control provision and was required to be repaid upon the closing of the Anywhere Merger (the “Anywhere Cash Consideration”); (ii) the Anywhere Share Consideration; and (iii) the fair value of replacement awards of the Company granted to Anywhere award holders attributable to pre-combination vesting (the “Replacement of Equity Awards”).


	Amount
Cash and cash equivalents	$	157
Accounts receivable	121
Relocation receivables	157
Other current assets	163
Property and equipment	142
Operating lease right-of-use assets	314
Intangible assets	3,035
Goodwill	2,079
Other non-current assets	431
Total assets	6,599
Accounts payable	(89)
Accrued expenses and other current liabilities (1)	(594)
Commissions payable	(36)
Current lease liabilities	(79)
Securitization obligations - current	(143)

Non-current lease liabilities	(256)
Other non-current liabilities (1)	(103)
Long-term debt (2)	(2,166)
Deferred income taxes	(561)
Total liabilities	(4,027)
Non-controlling interest	(3)
Net assets	$	2,569

(1)In connection with the Anywhere Merger, the Company assumed Anywhere's defined benefit pension plan, including an accumulated benefit obligation of $89 million and plan assets with a fair value of $80 million, resulting in an unfunded accumulated benefit obligation of $9 million, which was recorded in Accrued expenses and other current liabilities and Non-current liabilities in the condensed consolidated balance sheet. The defined benefit pension plan was closed to new entrants as of July 1, 1997 and existing participants do not accrue any additional benefits. Expense related to this plan for the year ending December 31, 2026 is expected to be immaterial.


	Amount		Useful Life
Trademarks	$	649	Indefinite
Developed technology	195		2-5 years
Franchise agreements	1,110		7 years
Customer relationships - Relocation	30		5-7 years
Agent network	960		5 years
Pending transactions and listings	32		4-5 months
Title plants	59		Indefinite
Total intangible assets	$	3,035

The intangible assets above were recorded at fair value in accordance with the acquisition method of accounting. The Company applied the multi-period excess earnings method to value the customer relationships, franchise agreements, and

agent network intangible assets, the relief from royalty method to value the trade names, and the replacement cost method to value the developed technology. These valuations required significant judgment, estimates, and assumptions, including discount rates, revenue growth rates, projected margins, customer retention rates, royalty rates, estimated reproduction costs, and obsolescence factors. Definite-lived intangible assets are amortized over their estimated useful lives using a pattern that reflects the timing of the economic benefits expected to be derived. Indefinite-lived intangible assets are initially recorded at fair value and are not amortized. They are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributable to expected monetization opportunities from the combined company's current and future offerings and the value of the assembled workforce.

The Company has recorded the preliminary purchase price allocation as of the acquisition date and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations.

In connection with the Anywhere Merger, the Company incurred approximately $34 million and $217 million in merger and integration costs during the three and six months ended June 30, 2026, respectively. These costs consisted of legal, investment banking, and other transaction-related costs, as well as severance and other personnel-related costs, all of which were expensed as incurred. Included in these amounts is $3 million and $64 million, respectively, in stock-based compensation for the three and six months ended June 30, 2026, primarily related to the acceleration of certain Anywhere awards that were converted to equity awards of the Company in connection with the Anywhere Merger and subsequently accelerated upon the termination of certain employees. All such expenses are presented within the Anywhere merger transaction and integration expenses line of the condensed consolidated statements of operations.


	Three Months Ended June 30, 2026		Six Months Ended June 30, 2026
Legal, investment banking and other transaction-related expenses	$	3	$	43
Severance-related personnel costs (1)	13		75
Stock-based compensation expense	3		64
Integration-related costs	15		35
Total Anywhere merger transaction and integration expenses	$	34	$	217

(1)As of June 30, 2026, the Company had $33 million of unpaid severance costs related to the Anywhere Merger recorded within Accrued and other current liabilities on its condensed consolidated balance sheet. The Company expects to recognize an additional $7 million of severance and retention charges related to previously actioned role eliminations over the remainder of the year ending December 31, 2026, reflecting certain employees' remaining required service periods.

The results of the Anywhere Merger have been included in the Company’s consolidated financial statements from the acquisition date onward. The first column in the table below reflects the acquired entity's actual results post-acquisition, while the second, third, and fourth columns present the Company’s pro forma results as if the acquisition had occurred on January 1, 2025 (in millions):


	Actuals		Pro Forma
	January 9, 2026 through June 30, 2026		Three Months Ended June 30, 2025		Six Months Ended June 30, 2026		Six Months Ended June 30, 2025
Revenue	$	3,058	$	3,767	$	7,063	$	6,344
Net (loss) income	(296)		(150)		69		(230)

The pro forma information depicted does not purport to represent what the actual results of operations of the Company would have been had the acquisition actually occurred on the date indicated, nor does it purport to predict the results of operations for future periods. The unaudited pro forma results include adjustments for one-time debt extinguishment costs, compensation expense for accelerated awards, additional amortization of acquired finite-lived intangible assets, and the related tax effects assuming the Anywhere Merger occurred on January 1, 2025.

On January 13, 2025, the Company closed its acquisition of At World Properties Holdings, LLC, known as @properties Christie’s International Real Estate (“Christie’s International Real Estate” or “CIRE”) (the “CIRE Merger”). The Company entered into this transaction to expand its existing brokerage and integrated services businesses in key domestic markets and to establish a presence in the high-margin franchise sector through the Christie’s International Real Estate brand.

The total consideration transferred was $403 million, which included $153 million in cash and $250 million in Company Class A common stock (the “CIRE Share Consideration”) based on its fair value at the acquisition date. In January 2026, the CIRE Share Consideration was finalized and the Company delivered 3.7 million shares and will deliver an additional total of 6.8 million shares in two equal installments in January 2027, and 2028 to certain sellers. These shares are incremental to 28.4 million shares that were issued as CIRE Share Consideration during the year ended December 31, 2025.

In connection with the Company’s past acquisitions, certain amounts paid or to be paid to selling shareholders are subject to clawback and forfeiture dependent on certain employees and real estate professionals providing continued service to the Company. These retention-based payments are accounted for as compensation for future services and the Company recognizes the expenses over the service period. For the three and six months ended June 30, 2026, the Company recognized expense of $1 million and $2 million within Operations and support in the condensed consolidated statements of operations related to these arrangements. There were no similar expenses during the three and six months ended June 30, 2025.