Compass Inc

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the federal Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Quarterly Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “expects,” “could,” “would,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•General economic conditions, economic and industry downturns, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate;

•The effect of monetary policies of the federal government and its agencies;

•Rising interest rates;

•Ongoing industry antitrust class action litigation (including the Antitrust Lawsuits filed against us) or any related regulatory activities;

•Any decreases in our gross commission income or the percentage of commissions that we collect;

•Declining home inventory levels;

•Our ability to carefully manage our expense structure;

•Adverse economic, real estate or business conditions in geographic areas where our business is concentrated and/or impacting high-end markets;

•Our ability to continuously innovate, improve and expand our platform, including tools and features integrating machine learning and artificial intelligence, or AI;

•Our ability to expand our operations and to offer additional integrated services;

•Our ability to realize the expected benefits from joint ventures;

•Our ability to compete successfully;

•Our ability to attract and retain highly qualified personnel and to recruit agents;

•Our ability to re-accelerate our business growth given our current expense structure;

•Use of cash to satisfy tax withholding obligations that arise in connection with settlements of RSU awards;

•Fluctuations in our quarterly results and other operating metrics;

•The loss of one or more of our key personnel;

•Actions by our agents or employees that could adversely affect our reputation and subject us to liability;

•Our ability to pursue acquisitions that are successful and can be integrated into our existing operations;

•Changes in mortgage underwriting standards;

•Our ability to maintain or establish relationships with third-party service providers;

•The impact of cybersecurity incidents and the potential loss of critical and confidential information;

•The reliability of our fraud detection processes and information security systems;

•Depository banks not honoring our escrow and trust deposits;

•Adoption of alternatives to full-service agents by consumers;

•Our ability to develop and maintain an effective system of disclosure controls and internal control over financial reporting;

•Covenants in our debt agreements that may restrict our borrowing capacity or operating activities;

•Our ability to use net operating losses and other tax attributes;

•Changes in, and our reliance on, accounting standards, assumptions, estimates and business data;

•The dependability of our platform and software;

•Our ability to maintain our company culture;

•Our ability to obtain or maintain adequate insurance coverage;

•Processing, storage, and use of personal information and other data, and compliance with privacy laws and regulations;

•Natural disasters and catastrophic events;

•The effect of the claims, lawsuits, government investigations, and other proceedings;

•Changes in federal or state laws that would require our agents to be classified as employees;

•Compliance with applicable laws and regulations and changes to applicable laws and regulations;

•Our ability to protect our intellectual property rights, and our reliance on the intellectual property rights of third parties;

•The impact of having a multi-class structure of common stock; and

•Other factors set forth under Part I, Item 1A, “Risk Factors” in our 2023 Form 10-K.

We have based these forward-looking statements on our current expectations and projections as of the date of this filing about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements speak only as of the date of this filing and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, the important factors discussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 28, 2024, which we refer to as our 2023 Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this filing, our 2023 Form 10-K and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this filing may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should completely read this filing and the documents that we reference herein and have filed with the SEC as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Quarterly Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this filing or to conform statements to actual results or revised expectations, except as required by law.