Compass, Inc.

Previous wording

On January 9, 2026, we completed the merger contemplated by the Agreement and Plan of Merger (the “Anywhere Merger Agreement”), by and among the Company, Anywhere Real Estate Inc., a Delaware corporation (“Anywhere”), and Velocity Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to the terms of the Anywhere Merger Agreement, Merger Sub merged with and into Anywhere, with Anywhere surviving as our wholly owned subsidiary (the “Anywhere Merger”). See “— Recent Developments — Merger With Anywhere Real Estate Inc.” for additional information about the Anywhere Merger.

Current wording

On January 9, 2026, we completed the Merger contemplated by the Agreement and Plan of Merger (the “Anywhere Merger Agreement”), by and among the Company, Anywhere Real Estate Inc., a Delaware corporation (“Anywhere”), and Velocity Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to the terms of the Anywhere Merger Agreement, Merger Sub merged with and into Anywhere, with Anywhere surviving as our wholly owned subsidiary (the “Anywhere Merger” or the "Merger"). See “— Merger and Other Debt Transactions— Merger With Anywhere Real Estate Inc.” for additional information about the Anywhere Merger.

Previous wording

Our end-to-end proprietary technology platform, branded “Home Platform”, allows real estate professionals to perform their primary workflows, from first contact to close, with a single log-in and without leaving the platform. Home 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. Home Platform also uses proprietary data, analytics, AI, and machine learning to simplify workflows of real estate professionals and deliver high-value recommendations and outcomes for their clients. Additionally, certain title and escrow and mortgage services are integrated and are available on the platform. Currently, Home Platform is only available to real estate professionals at our owned-brokerage operating under the Compass brand and about 4,000 real estate professionals at certain non-Compass brokerage brands, with plans to release Home Platform more broadly to all real estate professionals at our owned-brokerage in the second half of 2026 and to our franchise network in 2027. Until this future release, the majority of the real estate professionals operating under historical Anywhere brands will continue to utilize the technology-powered tools and services in place at the time of the Anywhere Merger.

Current wording

Our end-to-end proprietary technology platform, branded “Home Platform”, allows real estate professionals to perform their primary workflows, from first contact to close, with a single log-in and without leaving the platform. Home 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. Home Platform also uses proprietary data, analytics, AI, and machine learning to simplify workflows of real estate professionals and deliver high-value recommendations and outcomes for their clients. Additionally, certain title and escrow and mortgage services are integrated and are available on the platform. As of September 30, 2026, Home Platform is available to real estate professionals at our owned-brokerage operating under the Compass brand and substantially all real estate professionals operating under the @properties, Coldwell Banker, Corcoran, and Sotheby's International Realty brands, although certain functionality is still being deployed. We plan to release Home Platform to our franchise network in 2027.

Previous wording

During the three and six months ended June 30, 2026, we incurred $34 million and $217 million of merger-related expenses, which included legal and investment banking fees, severance and other personnel costs, integration costs. These amounts are reported within the Anywhere merger transaction and integration expenses line of the condensed consolidated statements of operations.

Current wording

During the three and nine months ended September 30, 2026, we incurred $28 million and $245 million of merger-related expenses. These included legal, investment banking and other transaction-related fees; severance and other personnel-related costs; and costs to integrate systems, technologies and other processes. These amounts are reported within the Anywhere Merger transaction and integration expenses line of the condensed consolidated statements of operations.

Previous wording

Following the Anywhere Merger, the 9.75% Senior Secured Second Lien Notes and the 7.00% Senior Secured Second Lien Notes (together, the “Secured Notes”) and the 5.75% Senior Notes and 5.25% Senior Notes (together, the “Unsecured Notes”) continued as obligations of the Anywhere issuers and are reflected in the Company’s condensed consolidated financial statements for the period ended June 30, 2026.

Current wording

Following the Anywhere Merger, the 9.75% Senior Secured Second Lien Notes and the 7.00% Senior Secured Second Lien Notes (together, the “Secured Notes”) and the 5.75% Senior Notes and 5.25% Senior Notes (together, the “Unsecured Notes”) continued as obligations of the Anywhere issuers. The Secured Notes and Unsecured Notes represent an aggregate of $2.1 billion in principal amount of debt assumed in the Anywhere Merger and are reflected in the Company's condensed consolidated financial statements as of September 30, 2026.

Previous wording

In anticipation with the Anywhere Merger, on January 9, 2026 we issued $1.0 billion in aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “Convertible Notes”) to Morgan Stanley & Co. LLC and certain other initial purchasers (collectively, the “Initial Purchasers”). The Convertible Notes will mature on April 15, 2031, unless earlier repurchased, converted or redeemed. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at our option at any time, and from time to time, on or after April 20, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price. The initial conversion rate for the Convertible Notes is 62.5626 shares of Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $15.98 per share of Class A common stock. The net proceeds were used to repay the revolving credit facility of Anywhere and its subsidiaries, pay related fees, costs and expenses related to the Anywhere Merger and fund the net cost of entering into the Capped Call Transactions (as defined below).

Current wording

In anticipation of the Anywhere Merger, on January 9, 2026 we issued $1.0 billion in aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “Convertible Notes”). The Convertible Notes will mature on April 15, 2031, unless earlier repurchased, converted or redeemed. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at our option at any time, and from time to time, on or after April 20, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price. The initial conversion rate for the Convertible Notes is 62.5626 shares of Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $15.98 per share of Class A common stock. The net proceeds were used to repay the revolving credit facility of Anywhere and its subsidiaries, pay related fees, costs and expenses related to the Anywhere Merger and fund the net cost of entering into the Capped Call Transactions (as defined below).

Previous wording

Additionally, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers and/or their respective affiliates and/or other financial institutions. The Capped Call Transactions are expected generally to reduce potential dilution to the Class A common stock upon any conversion of the Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is $23.68 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of the Class A common stock on January 7, 2026. We paid $97 million for the Capped Call Transactions, funded with proceeds from the Convertible Notes. The net cash proceeds we received from the offering of the Convertible Notes were approximately $880 million after considering the $97 million cost of the Capped Call Transaction and $23 million of debt issuance costs.

Current wording

Additionally, we also entered into privately negotiated capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are expected generally to reduce potential dilution to the Class A common stock upon any conversion of the Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is $23.68 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of the Class A common stock on January 7, 2026. We paid $97 million for the Capped Call Transactions, funded with proceeds from the Convertible Notes. The net cash proceeds we received from the offering of the Convertible Notes were approximately $880 million after considering the $97 million cost of the Capped Call Transaction and $23 million of debt issuance costs.

Previous wording

The following discussion presents our results of operations on both a consolidated basis and by reportable segment for the three and six months ended June 30, 2026 and 2025. Our results for the three and six months ended June 30, 2026 include the operations of the combined company following the Anywhere Merger, which closed on January 9, 2026. Results for the three and six months ended June 30, 2025 reflect the historical results of Compass, Inc. on a stand-alone basis.

Current wording

The following discussion presents our results of operations on both a consolidated basis and by reportable segment for the three and nine months ended September 30, 2026 and 2025. Our results for the three and nine months ended September 30, 2026 include the operations of the combined company following the Anywhere Merger, which closed on January 9, 2026. Results for the three and nine months ended September 30, 2025 reflect the historical results of Compass, Inc. on a stand-alone basis.

Previous wording

The following table sets forth our consolidated statements of operations data for the periods indicated:

Current wording

The following table sets forth our condensed consolidated statements of operations data for the periods indicated:

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

The following section provides analysis of our condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.

Current wording

The following section provides analysis of our condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025.

Previous wording

On a consolidated basis, commissions and other related expenses was $3.3 billion and $5.3 billion for the three and six months ended June 30, 2026, respectively, an increase of $1.6 billion, or 93.0%, and $2.5 billion, or 88.5%, compared to the prior-year periods, respectively. These increases on an absolute dollar basis are primarily the result of the acquisition of Anywhere in January 2026. Including the impact of the Anywhere Merger, commissions and other related expenses as a percentage of revenue decreased to 75.6% from 81.8% for the three months ended June 30, 2026 and 2025, respectively, and to 75.1% from 81.7% for the six months ended June 30, 2026 and 2025, respectively. These decreases were primarily attributable to Anywhere’s franchise and integrated services businesses, which contributed significant revenue in 2026 but do not incur expenses classified within commissions and other related expenses.

Current wording

On a consolidated basis, commissions and other related expenses was $2.9 billion and $8.2 billion for the three and nine months ended September 30, 2026, respectively, an increase of $1.4 billion, or 94.5%, and $3.9 billion, or 90.6%, compared to the prior-year periods, respectively. These increases on an absolute dollar basis are primarily the result of the acquisition of Anywhere in January 2026. Including the impact of the Anywhere Merger, commissions and other related expenses as a percentage of revenue decreased to 75.0% from 81.4% for the three months ended September 30, 2026 and 2025, respectively, and to 75.0% from 81.6% for the nine months ended September 30, 2026 and 2025, respectively. These decreases were primarily attributable to Anywhere’s franchise and integrated services businesses, which contributed meaningful revenue in 2026 but do not incur expenses classified within commissions and other related expenses.

Previous wording

On a consolidated basis, sales and marketing expense was $108 million and $205 million during the three and six months ended June 30, 2026, an increase of $47 million, or 77.0%, and an increase of $86 million, or 72.3%, compared to the prior-year periods, respectively. The annual increases were primarily driven by increased employee compensation for marketing staff, agent advertising, and marketing costs associated with the acquired Anywhere businesses.

Current wording

On a consolidated basis, sales and marketing expense was $107 million and $312 million during the three and nine months ended September 30, 2026, an increase of $48 million, or 81.4%, and an increase of $134 million, or 75.3%, compared to the prior-year periods, respectively. These increases were primarily driven by increased employee compensation for marketing staff, agent advertising, and marketing costs associated with the acquired Anywhere businesses.

Previous wording

On a consolidated basis, operations and support expense was $429 million and $827 million during the three and six months ended June 30, 2026, an increase of $284 million, or 195.9%, and $550 million, or 198.6%, compared to the prior-year periods, respectively. The annual increases were primarily driven by the increased operating expenses related to employee compensation, occupancy, and other operating items as a result of the addition of Anywhere.

Current wording

On a consolidated basis, operations and support expense was $426 million and $1,253 million during the three and nine months ended September 30, 2026, an increase of $280 million, or 191.8%, and $830 million, or 196.2%, compared to the prior-year periods, respectively. The increases were primarily driven by the increased operating expenses related to employee compensation, occupancy, and other operating items as a result of the addition of Anywhere.

Previous wording

On a consolidated basis, technology and development expense was $109 million and $228 million during the three and six months ended June 30, 2026, an increase of $46 million, or 73.0%, and $115 million, or 101.8%, compared to the prior-year periods, respectively. The annual increases were primarily driven by the addition of Anywhere's employee compensation, software, and information technology infrastructure costs.

Current wording

On a consolidated basis, technology and development expense was $107 million and $335 million during the three and nine months ended September 30, 2026, an increase of $40 million, or 59.7%, and $155 million, or 86.1%, compared to the prior-year periods, respectively. The increases were primarily driven by the addition of Anywhere's employee compensation, software, and information technology infrastructure costs. The improvement in technology and development expense as a percentage of revenue when comparing the three months ended September 30, 2026 to the nine months ended September 30, 2026 to the prior-year periods, respectively, is primarily driven by the benefit of realized cost synergies and continued cost management.

Previous wording

On a consolidated basis, general and administrative expense was $93 million and $174 million during the three and six months ended June 30, 2026, an increase of $59 million, or 173.5%, and $113 million, or 185.2%, compared to the prior-year periods, respectively. Of this increase, $52 million and $90 million is related to the Anywhere Merger for the three and six months ended June 30, 2026, respectively. The annual increases were primarily driven by the addition of Anywhere's general and administrative functions.

Current wording

On a consolidated basis, general and administrative expense was $72 million and $246 million during the three and nine months ended September 30, 2026, an increase of $32 million, or 80.0%, and $145 million, or 143.6%, compared to the prior-year periods, respectively. The increases were primarily driven by the addition of Anywhere's general and administrative functions.

Previous wording

Anywhere merger transaction and integration expenses during the three and six months ended June 30, 2026 represents transaction and integration costs incurred in connection with the Anywhere Merger. These costs were comprised of legal, investment banking and other transaction-related costs, severance and other personnel-related costs, all of which were expensed as incurred. In addition, the Company incurred stock-based compensation expense of $3 million and $64 million for the three and six months ended June 30, 2026, respectively, primarily related to the acceleration of certain Anywhere equity awards. These awards were converted to Company equity awards in connection with the Anywhere Merger and subsequently accelerated upon the termination of certain employees.

Current wording

Anywhere Merger transaction and integration expenses during the three and nine months ended September 30, 2026 and 2025, represents transaction and integration costs incurred in connection with the Anywhere Merger. These costs were comprised of legal, investment banking and other transaction-related costs, severance and other personnel-related costs, all of which were expensed as incurred. In addition, the Company incurred stock-based compensation expense of $64 million during the nine months ended September 30, 2026, primarily related to the acceleration of certain Anywhere equity awards. These awards were converted to Company equity awards in connection with the Anywhere Merger and subsequently accelerated upon the termination of certain employees.

Previous wording

Restructuring costs were $2 million and $8 million for three and six months ended June 30, 2026, respectively. These costs primarily consisted of lease termination costs and other related costs pertaining to restructuring programs initiated prior to the Anywhere Merger.

Current wording

Restructuring costs were $4 million and $12 million for three and nine months ended September 30, 2026, respectively. These costs primarily consisted of lease termination costs pertaining to restructuring programs initiated prior to the Anywhere Merger.

Previous wording

Depreciation and amortization expense increased $124 million, or 427.6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and increased $258 million, or 444.8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to the Anywhere Merger, with the acquired Anywhere businesses contributing $128 million and $265 million to the three and six months ended June 30, 2026, respectively.

Current wording

Depreciation and amortization expense increased $117 million, or 417.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, and increased $375 million, or 436.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily attributable to amortization of intangible assets and depreciation of fixed assets recognized in the Anywhere Merger, which contributed $123 million and $388 million for the three and nine months ended September 30, 2026, respectively.

Previous wording

Investment income increased during the three and six months ended June 30, 2026 primarily as a result of an increase in our average short-term interest-bearing investments as compared to the three and six months ended June 30, 2025.

Current wording

Investment income increased during the three and nine months ended September 30, 2026 primarily as a result of an increase in our average short-term interest-bearing investments as compared to the three and nine months ended September 30, 2025.

Previous wording

Interest expense was $41 million and $78 million for the three and six months ended June 30, 2026, an increase of $38 million and $73 million, respectively. The increase was primarily attributable to the Anywhere Merger, with assumed debt contributing $36 million and $71 million for the three and six months ended June 30, 2026, respectively, of interest expense during the current period.

Current wording

Interest expense was $41 million and $119 million for the three and nine months ended September 30, 2026, an increase of $39 million and $112 million, respectively. The increased expense was primarily attributable to the Anywhere Merger, with assumed debt contributing $37 million and $108 million for the three and nine months ended September 30, 2026.

Previous wording

For the three months ended June 30, 2026, income tax expense increased by $5 million. For the six months ended June 30, 2026, income tax benefit increased by $393 million. The expense during the three months ended June 30, 2026 primarily resulted from state and foreign income taxes. The benefit during the six months ended June 30, 2026 was primarily the result of a $401 million one-time, non-cash deferred tax benefit related to the reversal of valuation allowances on our deferred tax assets. This reversal was related to the establishment of deferred tax liabilities for the recognition of intangible assets from the Anywhere Merger that are non-deductible for tax purposes.

Current wording

For the three and nine months ended September 30, 2026, income tax benefit increased by $4 million and $397 million, respectively. Both increases were primarily driven by the reversal of valuation allowances on deferred tax assets following the establishment of deferred tax liabilities for the recognition of intangible assets that are non-deductible for tax purposes. These reversals were related to the Conversion of four Sotheby’s International Realty franchisees to company-owned brokerage operations (the “Conversions”) completed during the three months ended September 30, 2026 as disclosed in Note 3 — “Acquisitions” and the Anywhere Merger, respectively.

Previous wording

During the three and six months ended June 30, 2026, Equity in income of unconsolidated entities was income of $10 million and $15 million, respectively. The increase compared to the prior-year periods was primarily attributable to our mortgage rate joint ventures.

Current wording

During the three and nine months ended September 30, 2026, Equity in income of unconsolidated entities was income of $6 million and $21 million, respectively. The increase compared to the prior-year periods was primarily attributable to our two mortgage joint ventures, one of which was acquired in connection with the Anywhere Merger, as well as the other unconsolidated entities acquired in the Anywhere Merger.

Previous wording

The following section provides analysis of Adjusted EBITDA and Adjusted EBITDA margin on a consolidated basis for the three and six months ended June 30, 2026 and 2025. References to “stand-alone Compass” refer to our consolidated results excluding the impact of the Anywhere Merger. Adjusted EBITDA is a non-GAAP financial measure that represents Net income (loss) attributable to Compass, Inc., adjusted for depreciation and amortization, investment income, interest expense, stock-based compensation expense, income taxes, and other items. For the periods presented, other items consisted of (i) restructuring charges associated with lease termination and severance costs, (ii) litigation charges in connection with the Antitrust Lawsuits, (iii) transaction and integration expenses associated with the Anywhere Merger, and (iv) other acquisition-related expenses. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.

Current wording

The following section provides analysis of Adjusted EBITDA and Adjusted EBITDA margin on a consolidated basis for the three and nine months ended September 30, 2026 and 2025. References to “stand-alone Compass” refer to our consolidated results excluding the impact of the Anywhere Merger. Adjusted EBITDA is a non-GAAP financial measure that represents Net income (loss) attributable to Compass, Inc., adjusted for depreciation and amortization, investment income, interest expense, stock-based compensation expense, income taxes, and other items. For the periods presented, other items consisted of (i) restructuring charges associated with lease termination and severance costs, (ii) litigation charges in connection with the Antitrust Lawsuits, (iii) transaction and integration expenses associated with the Anywhere Merger, and (iv) other acquisition-related expenses. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.

Previous wording

(1)Represents transaction expenses incurred in connection with the closing of the Anywhere Merger and related integration activities. During the three and six months ended June 30, 2026, these expenses consist of legal, investment banking and other transaction-related costs, severance and other personnel-related costs, all of which were expensed as incurred. Additional information regarding the Anywhere Merger is provided in Note 3 — “Acquisitions” to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

(1)Represents transaction expenses incurred in connection with the closing of the Anywhere Merger and related integration activities. During the three and nine months ended September 30, 2026, these expenses consist of legal, investment banking and other transaction-related costs, severance and other personnel-related costs, all of which were expensed as incurred. Additional information regarding the Anywhere Merger is provided in Note 3 — “Acquisitions” to the condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

(3)Represents a charge of $7 million incurred during the six months ended June 30, 2026 in connection with the Antitrust Lawsuits. See Note 11 — “Commitments and Contingencies” to the consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

(3)Represents a charge of $7 million incurred during the nine months ended September 30, 2026 in connection with the Antitrust Lawsuits. See Note 11 — “Commitments and Contingencies” to the condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

Consolidated Adjusted EBITDA was $363 million and $125 million during the three months ended June 30, 2026 and 2025, respectively, and $424 million and $141 million during the six months ended June 30, 2026 and 2025, respectively. The year-over-year improvements in Adjusted EBITDA were primarily driven by the addition of Anywhere, higher stand-alone Compass revenue from increased transaction counts, and continued cost management and synergies.

Current wording

Consolidated Adjusted EBITDA was $306 million and $94 million during the three months ended September 30, 2026 and 2025, respectively, and $730 million and $235 million during the nine months ended September 30, 2026 and 2025, respectively. The year-over-year improvements in Adjusted EBITDA were primarily driven by the inclusion of Anywhere, higher revenue at stand-alone Compass, and realized cost synergies and continued cost management.

Previous wording

Certain amounts in Anywhere's historical financial statements have been reclassified to conform to the Company's new segment-level disclosure format, effective for the three months ended March 31, 2026. These reclassifications include (i) the reclassification of relocation revenue related to the Cartus business to Integrated Services, such that Integrated Services revenue now comprises relocation revenue in addition to title and escrow revenue and (ii) the elimination of intercompany royalty revenue earned by the Franchise business from the Brokerage segment.

Current wording

For the Supplemental Pro Forma revenue information, certain amounts in Anywhere’s historical financial statements have been reclassified to conform to the Company’s segment presentation, which became effective for the three months ended March 31, 2026. These reclassifications (i) move Cartus relocation revenue into Integrated Services, which now includes relocation revenue along with title and escrow revenue, and (ii) eliminate intercompany royalty revenue earned by the Franchise segment from the Brokerage segment.

Previous wording

Brokerage revenue increased $1.9 billion, or 96.7% for the three months ended June 30, 2026 and $3.1 billion, or 92.4% for the six months ended June 30, 2026, compared to the prior periods. The year-over-year increase was primarily driven by the addition of Anywhere and higher transaction counts resulting from growth in the number of real estate professionals operating on Compass's platform. On a pro forma basis, Brokerage revenue increased 14.9% and 11.8% for the three months and six months ended June 30, 2026, respectively, as compared to the prior year periods. These increases are driven by higher transaction counts and average selling prices from our owned-brokerage real estate professionals.

Current wording

Brokerage revenue increased $1.8 billion, or 98.6% for the three months ended September 30, 2026 and $4.9 billion, or 94.5% for the nine months ended September 30, 2026, compared to the prior periods. The year-over-year increase was primarily driven by the inclusion of Anywhere. On a pro forma basis, Brokerage revenue increased 12.8% and 12.2% for the three months and nine months ended September 30, 2026, respectively, as compared to the prior year periods. These increases are primarily driven by higher average selling prices from our owned-brokerage real estate professionals.

Previous wording

Brokerage Segment Adjusted EBITDA was $377 million for the three months ended June 30, 2026 and $524 million for the six months ended June 30, 2026, representing an increase of $214 million, or 131.3% for the three months ended June 30, 2026, and $298 million, or 131.9%, for the six months ended June 30, 2026, compared to the prior-year periods. The year-over-year increase was primarily driven by the addition of Anywhere and revenue growth outpacing the increase in operating costs. Segment Adjusted EBITDA margin increased to 9.5% for the three months ended June 30, 2026 and 8.2% for the six months ended June 30, 2026 from 8.1% for the three months ended June 30, 2025 and 6.8% for the six months ended June 30, 2025, reflecting the same dynamic.

Current wording

Segment Adjusted EBITDA was $320 million for the three months ended September 30, 2026 and $844 million for the nine months ended September 30, 2026, representing an increase of $180 million, or 128.6% for the three months ended September 30, 2026, and $478 million, or 130.6%, for the nine months ended September 30, 2026, compared to the prior-year periods. The year-over-year increase was primarily driven by the addition of Anywhere and revenue growth outpacing the increase in operating costs. Segment Adjusted EBITDA margin increased to 8.9% for the three months ended September 30, 2026 and 8.4% for the nine months ended September 30, 2026 from 7.8% for the three months ended September 30, 2025 and 7.1% for the nine months ended September 30, 2025, reflecting the same dynamic.

Previous wording

Franchise revenue increased $127 million and $211 million for the three and six months ended June 30, 2026, respectively, as compared to the prior-year periods. These increases are primarily driven by the addition of the Anywhere franchise business. On a pro forma basis, Franchise revenue increased 7.1% and 3.1% for the three and six months ended June 30, 2026, respectively, as compared to the prior-year periods. These increases were primarily driven by higher transaction counts and average selling prices from our franchisee's real estate professionals.

Current wording

Franchise revenue increased $114 million and $325 million for the three and nine months ended September 30, 2026, respectively, as compared to the prior-year periods. These increases are primarily driven by the addition of the Anywhere franchise business. On a pro forma basis, Franchise revenue decreased 6.9% and 0.6% for the three and nine months ended September 30, 2026, respectively, as compared to the prior-year periods. These decreases were primarily driven by lower royalty revenue following the Conversions.

Previous wording

Franchise Segment Adjusted EBITDA increased $84 million and $128 million for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods, substantially all of which was attributable to the Anywhere Merger. Segment Adjusted EBITDA margin was 64.4% and 59.1% for the three and six months ended June 30, 2026, respectively, compared to 37.5% and 35.7% in the prior-year periods, respectively, reflecting the margin profile of the combined Franchise segment following the merger.

Current wording

Franchise Segment Adjusted EBITDA increased $79 million and $207 million for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods, substantially all of which was attributable to the Anywhere Merger. Segment Adjusted EBITDA margin was 67.2% and 62.0% for the three and nine months ended September 30, 2026, respectively, compared to 37.5% and 36.4% in the prior-year periods, respectively, reflecting the margin profile of the combined Franchise segment following the Anywhere Merger.

Previous wording

Integrated Services revenue increased $172 million and $297 million for the three and six months ended June 30, 2026, respectively, as compared to the prior-year periods. These increases are primarily driven by the addition of the Anywhere integrated services business. On a pro forma basis, Integrated Services revenue increased 7.7% and 8.9% for the three and six months ended June 30, 2026, respectively, as compared to the prior-year periods. These increases were primarily driven by higher title and escrow transaction counts.

Current wording

Integrated Services revenue increased $161 million and $458 million for the three and nine months ended September 30, 2026, respectively, as compared to the prior-year periods. These increases are primarily driven by the addition of the Anywhere integrated services business. On a pro forma basis, Integrated Services revenue increased 3.1% and 6.8% for the three and nine months ended September 30, 2026, respectively, as compared to the prior-year periods. These increases were primarily driven by higher title and escrow transaction counts.

Previous wording

Integrated Services Segment Adjusted EBITDA increased $38 million and $49 million for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods, substantially all of which was attributable to the Anywhere Merger. Because stand-alone Compass had smaller integrated services operations prior to the merger, Anywhere's integrated services businesses account for substantially all of the current-period results. Segment Adjusted EBITDA margin was 24.6% and 18.2% for the three and six months ended June 30, 2026, respectively, compared to 35.9% and 26.2% in the prior-year periods, respectively, reflecting the margin profile of the combined Integrated Services segment following the merger.

Current wording

Integrated Services Segment Adjusted EBITDA increased $31 million and $80 million for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods, substantially all of which was attributable to the Anywhere Merger. Because stand-alone Compass had smaller integrated services operations prior to the Merger, Anywhere's integrated services businesses account for substantially all of the current-period results. Segment Adjusted EBITDA margin was 20.3% and 18.9% for the three and nine months ended September 30, 2026, respectively, compared to 25.0% and 25.8% in the prior-year periods, respectively, reflecting the margin profile of the combined Integrated Services segment following the Anywhere Merger.

Previous wording

For the three and six months ended June 30, 2026, unallocated corporate expenses were $153 million and $298 million, respectively, compared to $55 million and $106 million in the prior-year periods, respectively, representing increases of $98 million, or 178.2%, and $192 million, or 181.1%, respectively. These annual increases are the result of the additional expenses incurred by the corporate functions acquired during the Anywhere Merger.

Current wording

For the three and nine months ended September 30, 2026, unallocated corporate expenses were $136 million and $434 million, respectively, compared to $58 million and $164 million in the prior-year periods, respectively, representing increases of $78 million, or 134.5%, and $270 million, or 164.6%, respectively. These annual increases are the result of the additional expenses incurred by the corporate functions acquired during the Anywhere Merger.

Previous wording

For further details on how unallocated corporate expenses are classified within our statements of operations refer to Note 17 — “Segment Information” of the condensed consolidated financial statements.

Current wording

For further details on how unallocated corporate expenses are classified within our statements of operations refer to Note 17 — “Segment Information” to the condensed consolidated financial statements.

Previous wording

The following key business metrics provide insight into the operating activity underlying the Company's financial results for the three and six months ended June 30, 2026 and 2025. These metrics reflect transaction volume, pricing trends, real estate professional and franchise activity, and title and escrow services associated with residential real estate transactions. Certain metrics are more relevant to specific reportable segments due to differences in operating models, and the discussion below is organized by reportable segment to reflect that context. These metrics are presented to explain operating trends and activity levels and are not intended to represent measures of segment financial performance.

Current wording

The following key business metrics provide insight into the operating activity underlying the Company's financial results for the three and nine months ended September 30, 2026 and 2025. These metrics reflect transaction volume, pricing trends, real estate professional and franchise activity, and title and escrow services associated with residential real estate transactions. Certain metrics are more relevant to specific reportable segments due to differences in operating models, and the discussion below is organized by reportable segment to reflect that context. These metrics are presented to explain operating trends and activity levels and are not intended to represent measures of segment financial performance.

Previous wording

In addition to actual results, the following discussion includes the Company's key business metrics on a pro forma basis. Pro forma metrics reflect the combined operations of Compass and Anywhere as if the acquisition had occurred on January 1, 2025, and therefore include Anywhere's results across all periods presented. Because the acquisition actually closed on January 9, 2026, the pro forma metrics for the six months ended June 30, 2026 incorporate Anywhere's results for the first eight days of January 2026 prior to closing.

Current wording

In addition to actual results, the following discussion includes the Company's key business metrics on a pro forma basis. Pro forma metrics reflect the combined operations of Compass and Anywhere as if the acquisition had occurred on January 1, 2025, and therefore include Anywhere's results across all periods presented. Because the acquisition actually closed on January 9,

Previous wording

Total Transactions increased to 153,009 for the three months ended June 30, 2026 and 252,513 for the six months ended June 30, 2026. On a pro forma basis, Total Transactions increased by 10,505, or 7.4%, for the three months ended June 30, 2026, and increased by 13,070, or 5.4% for the six months ended June 30, 2026, compared to the prior year periods. The year-over-year increase in pro forma Total Transactions primarily reflects higher market activity for the geographies and markets our owned-brokerage real estate professionals support.

Current wording

Total Transactions increased to 140,118 for the three months ended September 30, 2026 and 392,631 for the nine months ended September 30, 2026. On a pro forma basis, Total Transactions increased by 3,458, or 2.5%, for the three months ended September 30, 2026, and increased by 16,528, or 4.4% for the nine months ended September 30, 2026, compared to the prior year periods. The year-over-year increase in pro forma Total Transactions was driven mainly by growth in stand-alone Compass’s owned brokerage businesses and by the conversion of four franchisees operating under the Sotheby's International Realty brand to company-owned brokerage operations during the three months ended September 30, 2026 (the “Conversions”).

Previous wording

Gross Transaction Value increased to $155.2 billion for the three months ended June 30, 2026, and $252.6 billion for the six months ended June 30, 2026. On a pro forma basis, Gross Transaction Value increased by $21.3 billion, or 15.9%, for the three months ended June 30, 2026, and increased by $28.0 billion, or 12.4%, for the six months ended June 30, 2026, compared to the prior year periods. The year-over-year increase in pro forma Gross Transaction Volume was primarily driven by a higher number of transactions completed by our owned-brokerage real estate professionals, as well as a higher average sales price on those transactions.

Current wording

Gross Transaction Value increased to $138.9 billion for the three months ended September 30, 2026, and $391.5 billion for the nine months ended September 30, 2026. On a pro forma basis, Gross Transaction Value increased by $14.8 billion, or 11.9%, for the three months ended September 30, 2026, and increased by $43.0 billion, or 12.3%, for the nine months ended September 30, 2026, compared to the prior year periods. The year-over-year increase in pro forma Gross Transaction Value was primarily driven by higher average sales price on transactions closed by our real estate professionals supporting the owned-brokerage business.

Previous wording

Total Transactions for the Franchise segment increased to 203,207 for the three months ended June 30, 2026 and 340,554 for the six months ended June 30, 2026. On a pro forma basis, Total Transactions for the Franchise segment increased by 7,386, or 3.8%, for the three months ended June 30, 2026, and increased by 7,587, or 2.2% for the six months ended June 30, 2026, compared to the prior year periods. The year-over-year increase in pro forma transactions primarily reflects higher market activity for the geographies and markets our franchisees' real estate professionals support.

Current wording

Total Transactions for the Franchise segment increased to 191,809 for the three months ended September 30, 2026 and 532,363 for the nine months ended September 30, 2026. On a pro forma basis, Total Transactions for the Franchise segment decreased by 10,501, or 5.2%, for the three months ended September 30, 2026, and decreased by 2,915, or 0.5% for the nine months ended September 30, 2026, compared to the prior year periods. The year-over-year decrease in pro forma transactions primarily reflects lower market activity in markets with lower average home price, as well as the Conversions. Transactions closed by these businesses after their respective date of conversion are reported in the Brokerage segment.