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Compass, Inc.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

COMP$10.21+10.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0001563190-25-000095

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0001563190-25-000158

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 113 previous paragraphs and 115 current paragraphs.

73 unchanged; 37 reworded; 4 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 19 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Operations and support expense was $109.3 million and $206.0 million during the three and six months ended June 30, 2025, an increase of $26.2 million, or 31.5%, and an increase of $43.9 million, or 27.1%, compared to the prior year periods, respectively. Included in Operations and support expense were non-cash expenses related to stock-based compensation of $9.7 million and $14.4 million for the three and six months ended June 30, 2025 and $4.4 million and $8.1 million for the three and six months ended June 30, 2024, respectively. Operations and support expense, excluding such non-cash stock-based compensation expense, was $99.6 million, or 4.8% of revenue, and $191.6 million, or 5.6% of revenue, for the three and six months ended June 30, 2025 and $78.7 million, or 4.6% of revenue, and $154.0 million, or 5.6% of revenue, for the three and six months ended June 30, 2024, respectively. Excluding non-cash stock-based compensation, the increase in Operations and support expense was primarily due to higher personnel costs from recent acquisitions. As a percentage of revenue, Operations and support expense remained relatively flat compared to the prior-year periods.

Current report

Total Transactions increased to 73,025 for the three months ended June 30, 2025, representing a 20.9% increase compared to the same period in the prior year. For the six months ended June 30, 2025, Total Transactions rose to 122,146, an increase of 23.6% year-over-year. The majority of this growth was driven by brokerages acquired since April 2024.

Current report

(1)For the three and six months ended June 30, 2025, acquisition-related expenses is comprised of a $2.7 million gain related to changes in the fair value of contingent consideration.
Removed paragraphs (3)

Previous report

Operations and support expense was $96.7 million during the three months ended March 31, 2025, an increase of $17.7 million, or 22.4%, compared to the prior year period. Included in Operations and support expense were non-cash expenses related to stock-based compensation of $4.7 million for the three months ended March 31, 2025 and $3.7 million for the three months ended March 31, 2024. Operations and support expense, excluding such non-cash stock-based compensation expense, was $92.0 million, or 6.8% of revenue, for the three months ended March 31, 2025 and $75.3 million, or 7.1% of revenue, for the three months ended March 31, 2024. The increase in absolute dollars, excluding such non-cash stock-based compensation expense, was primarily driven by an increase in personnel-related costs resulting from the Company's recent acquisitions. The decrease of Operations and support expense, excluding such non-cash stock-based compensation expense, as a percentage of revenue was primarily related to the year over year increase in revenue outpacing the increase in expense.

Previous report

Our Total Transactions increased for the three months ended March 31, 2025 to 49,121, or 27.8%, from the year ago period. For the three months ended March 31, 2025, the majority of the increase in total transactions was attributable to the brokerages acquired since April 2024.
Reworded paragraphs (37)

Previous wording

We are a leading tech-enabled real estate services company that includes the largest real estate brokerage in the United States by sales volume, which primarily operates under the Compass brand operating in 38 states and Washington DC, with over 37,000 agents. We also provide integrated services to real estate agents and their clients, including title, escrow and mortgage. In January 2025, we acquired a company with the exclusive, worldwide right to operate, franchise and license the Christie’s International Real Estate brand. We refer to the independently operated brokerages that license the Christie's International Real Estate brand name as "affiliates." Christie’s International Real Estate is among the world’s premier global luxury real estate brands with over 100 independently operated brokerages in over 50 countries and territories.

Current wording

We are a leading tech-enabled real estate services company that includes the largest real estate brokerage in the United States by sales volume, which primarily operates under the Compass brand operating in 38 states and Washington DC, with approximately 37,700 agents. We also provide integrated services to real estate agents and their clients, including title, escrow and mortgage. In January 2025, we acquired a company with the exclusive, worldwide right to operate, franchise and license the Christie’s International Real Estate brand. We refer to the independently operated brokerages that license the Christie's International Real Estate brand name as "affiliates." Christie’s International Real Estate is among the world’s premier global luxury real estate brands with over 100 independently operated brokerages in over 50 countries and territories.

Previous wording

We had over 37,000 agents on our platform as of March 31, 2025. A subset of our agents are considered principal agents, which we define as either agents who are leaders of their respective agent teams or individual agents operating independently on our platform.

Current wording

We had approximately 37,700 agents on our platform as of June 30, 2025. A subset of our agents are considered principal agents, which we define as either agents who are leaders of their respective agent teams or individual agents operating independently on our platform.

Previous wording

As of March 31, 2025, the Number of Principal Agents was 20,6561, an increase of 6,065, or 41.6%, from March 31, 2024. The principal agent additions primarily relate to the Company's recent acquisitions of various residential real estate brokerages.

Current wording

As of June 30, 2025, the Number of Principal Agents was 20,9651, an increase of 3,968, or 23.3%, from June 30, 2024. The principal agent additions primarily relate to the Company's recent acquisitions of various residential real estate brokerages.

Previous wording

During the three months ended March 31, 2025, our agents closed 49,121 Total Transactions, an increase of 27.8% when compared to the three months ended March 31, 2024. For the three months ended March 31, 2025, the increase in total transactions was primarily attributable to the residential real estate brokerages acquired since the same period a year ago.

Current wording

During the three months ended June 30, 2025, our agents closed 73,025 Total Transactions, an increase of 20.9% when compared to the three months ended June 30, 2024. For the three months ended June 30, 2025, the increase in total transactions was primarily attributable to the residential real estate brokerages acquired since the same period a year ago.

Previous wording

Our Gross Transaction Value for the three months ended March 31, 2025 was $52.4 billion, an increase of 30.7% when compared to the three months ended March 31, 2024. Gross Transaction Value is primarily driven by home values in the markets we serve and by changes in the number of our agents in those markets, as well as the residential real estate brokerages acquired since the same period a year ago.

Current wording

Our Gross Transaction Value for the three months ended June 30, 2025 was $78.3 billion, an increase of 20.3% when compared to the three months ended June 30, 2024. Gross Transaction Value is primarily driven by home values in the markets we serve and by changes in the number of our agents in those markets, as well as the residential real estate brokerages acquired since the same period a year ago.

Previous wording

For the three months ended March 31, 2025, our Gross Transaction Value represented 6.0% of residential real estate transacted in the U.S., compared to 4.8% for the three months ended March 31, 2024. We calculate our market share by dividing our Gross Transaction Value, or the total dollar value of transactions closed by agents on our platform, by two times (to account for the sell-side and buy-side of each transaction) the aggregate dollar value of U.S. existing home sales as reported by the National Association of Realtors ("NAR"). Gross Transaction Value includes a de minimis number of new development and commercial brokerage transactions.

Current wording

For the three months ended June 30, 2025, our Gross Transaction Value represented 6.09% of residential real estate transacted in the U.S., compared to 5.13% for the three months ended June 30, 2024. We calculate our market share by dividing our Gross Transaction Value, or the total dollar value of transactions closed by agents on our platform, by two times (to account for the sell-side and buy-side of each transaction) the aggregate dollar value of U.S. existing home sales

Previous wording

1 The Number of Principal Agents metric excludes approximately 1,000 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard commission model.

Current wording

1 The Number of Principal Agents metric excludes approximately 930 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard commission model.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

Revenue was $1,356.2 million during the three months ended March 31, 2025, an increase of $302.1 million, or 28.7%, compared to the prior year period. The increase for the three months ended March 31, 2025 was primarily driven by an increase in the number of agents that joined our platform during 2024 and 2025, including those agents attributable to businesses acquired since April 2024. The Number of Principal Agents as of March 31, 2025 grew to 20,656, an increase of 41.6% from the year ago period.

Current wording

Revenue was $2,059.6 million and $3,415.8 million during the three and six months ended June 30, 2025, an increase of $359.0 million, or 21.1%, and $661.1 million, or 24.0%, compared to the prior year periods, respectively. The increase for the three and six months ended June 30, 2025 was primarily driven by an increase in the number of agents that joined our platform during 2024 and 2025, including those agents attributable to businesses acquired since April 2024. The Number of Principal Agents as of June 30, 2025 grew to 20,965, an increase of 23.3% from the year ago period.

Previous wording

Commissions and other related expense was $1,106.1 million during the three months ended March 31, 2025, an increase of $243.8 million, or 28.3%, compared to the prior year period. The increase in absolute dollars of Commission and other related expense for the three months ended March 31, 2025 when compared to the prior year period was primarily driven by increased revenue. The decrease as a percentage of revenue was primarily driven by the impact of recent acquisitions which operate with more favorable average agent commissions splits compared to our core brokerage.

Current wording

Commissions and other related expense was $1,685.7 million and $2,791.8 million during the three and six months ended June 30, 2025, an increase of $280.4 million, or 20.0%, and $524.2 million, or 23.1%, compared to the prior year periods, respectively. The increase in absolute dollars of Commission and other related expense for the three and six months ended June 30, 2025 when compared to the prior year periods was primarily driven by increased revenue. The decrease as a percentage of revenue was driven by the impact of recent acquisitions which operate with more favorable average agent commissions splits compared to our core brokerage.

Previous wording

Sales and marketing expense was $91.7 million during the three months ended March 31, 2025, a decrease of $1.7 million, or 1.8%, compared to the prior year period. Included in Sales and marketing expense were non-cash expenses related to stock-based compensation of $6.8 million for the three months ended March 31, 2025 and $7.9 million for the three months ended March 31, 2024. Sales and marketing expense excluding such non-cash stock-based compensation expense, was $84.9 million, or 6.3% of revenue, for the three months ended March 31, 2025 and $85.5 million, or 8.1% of revenue, for the three months ended March 31, 2024. The decrease in Sales and marketing expense in absolute dollars, excluding non-cash stock-based compensation expense, during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily due to a decrease in agent marketing costs and a reduction in cash-based agent incentives. The decrease in Sales and marketing expense as a percentage of revenue, excluding non-cash stock-based compensation expense, during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily driven by an increase in revenue with Sales and marketing expense remaining relatively flat for the three months ended March 31, 2025 as compared to the year ago period.

Current wording

Sales and marketing expense was $96.4 million and $188.1 million during the three and six months ended June 30, 2025, an increase of $1.5 million, or 1.6%, and a decrease of $0.2 million, or 0.1%, compared to the prior year periods, respectively. Included in Sales and marketing expense were non-cash expenses related to stock-based compensation of $8.8 million and $15.6 million for the three and six months ended June 30, 2025 and $8.3 million and $16.2 million for the three and six months ended June 30, 2024, respectively. Sales and marketing expense excluding such non-cash stock-based compensation expense, was $87.6 million, or 4.3% of revenue, and $172.5 million, or 5.1% of revenue, for the three and six months ended June 30, 2025 and $86.6 million, or 5.1% of revenue, and $172.1 million, or 6.2% of revenue, for the three and six months ended June 30, 2024, respectively. The marginal increase in Sales and marketing expense in absolute dollars, excluding non-cash stock-based compensation expense, during the three and six months ended June 30, 2025 as compared to the year ago periods was primarily due to increased occupancy and personnel-related costs resulting from recent acquisitions, partially offset by lower agent marketing costs and reduced cash-based incentives. The decrease in Sales and marketing expense as a percentage of revenue, excluding non-cash stock-based compensation expense, during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily driven by an increase in revenue with Sales and marketing expense remaining relatively flat for the three and six months ended June 30, 2025 as compared to the year ago periods.

Previous wording

Research and development expense was $49.9 million during the three months ended March 31, 2025, an increase of $2.9 million, or 6.2%, compared to the prior year period. Included in Research and development expense were non-cash expenses related to stock-based compensation of $12.9 million for the three months ended March 31, 2025 and $14.9 million for the three months ended March 31, 2024. Research and development expense, excluding such non-cash stock-based compensation expense, was $37.0 million, or 2.7% of revenue, for the three months ended March 31, 2025 and $32.1 million, or 3.0% of revenue, for the three months ended March 31, 2024. The increase in Research and development expense, excluding non-cash stock-based compensation expense, in absolute dollars was primarily driven by an increase in personnel and outside contractor costs. The decrease in Research and development expense, excluding non-cash stock-based compensation expense, as a percentage of revenue was primarily related to the year over year increase in revenue outpacing the increase in expense.

Current wording

Research and development expense was $63.4 million and $113.3 million during the three and six months ended June 30, 2025, an increase of $16.0 million, or 33.8%, and an increase of $18.9 million, or 20.0%, compared to the prior year periods, respectively. Included in Research and development expense were non-cash expenses related to stock-based compensation of $25.4 million and $38.3 million for the three and six months ended June 30, 2025 and $15.2 million and $30.1 million for the three and six months ended June 30, 2024, respectively. Research and development expense, excluding such non-cash stock-based compensation expense, was $38.0 million, or 1.8% of revenue, and $75.0 million, or 2.2% of revenue, for the three and six months ended June 30, 2025 and $32.2 million, or 1.9% of revenue, and $64.3 million, or 2.3% of revenue, for the three and six months ended June 30, 2024, respectively. The increase in Research and development expense, excluding non-cash stock-based compensation expense, in absolute dollars was primarily driven by an increase in personnel and outside contractor costs. Research and development expense, excluding non-cash stock-based compensation, remained relatively flat as a percentage of revenue compared to the same periods in the prior year.

Previous wording

General and administrative expense was $27.5 million during the three months ended March 31, 2025, a decrease of $54.7 million, or 66.5%, compared to the prior year period. General and administrative expense includes a charge of $57.5 million for the three months ended March 31, 2024 in connection with the Antitrust Lawsuits, which is discussed in Note 6 - "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report. Also included in General and administrative expense were non-cash expenses related to stock-based compensation of $6.0 million for the three months ended March 31, 2025 and $6.4 million for the three months ended March 31, 2024. General and administrative expense excluding non-cash stock-based compensation expense and the aforementioned litigation charge, was $21.5 million, or 1.6% of revenue, for the three months ended March 31, 2025 and $18.3 million, or 1.7% of revenue, for the three months ended March 31, 2024. The increase in absolute dollars excluding such non-cash stock-based compensation expense and the litigation charge, was primarily due to the fact that during the three months ended March 31, 2025, General and administrative expense included transaction expenses incurred in connection with recent acquisitions and other general and administrative costs incurred by the acquired businesses. On a percentage of revenue basis, excluding non-cash stock-based compensation expense and the litigation charge, General and administrative expense remained relatively flat as compared to the prior year period.

Current wording

General and administrative expense was $33.3 million and $60.8 million during the three and six months ended June 30, 2025, an increase of $10.4 million, or 45.4%, and a decrease of $44.3 million, or 42.2%, compared to the prior year periods, respectively. General and administrative expense includes a charge of $57.5 million for the six months ended June 30, 2024 in connection with the Antitrust Lawsuits, which is discussed in Note 6 - "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report. Also included in General and administrative expense were non-cash expenses related to stock-based compensation of $11.3 million and $17.3 million for the three and six months ended June 30, 2025 and $3.0 million and $9.4 million for the three and six months ended June 30, 2024, respectively. General and administrative expense excluding non-cash stock-based compensation expense and the aforementioned litigation charge, was $22.0 million, or 1.1% of revenue, and $43.5 million, or 1.3% of revenue, for the three and six months ended June 30, 2025 and $19.9 million, or 1.2% of revenue, and $38.2 million, or 1.4% of revenue, for the three and six months ended June 30, 2024, respectively. Excluding stock-based compensation expense and the litigation charge, General and administrative expense increased due to transaction expenses incurred in connection with recent acquisitions and other general and administrative costs assumed from our acquired businesses. As a percentage of revenue, General and administrative expense, excluding non-cash stock-based compensation expense and the litigation charge, remained relatively flat compared to the prior year periods.

Previous wording

Restructuring costs during the three months ended March 31, 2025 primarily consisted of severance and other termination benefits for employees whose roles were eliminated and costs associated with lease terminations. Restructuring costs during the three months ended March 31, 2024 consisted solely of lease terminations costs. See Note 12 - "Restructuring Activities" in our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

Restructuring costs during the three and six months ended June 30, 2025 primarily consisted of severance and other termination benefits for employees whose roles were eliminated and costs associated with lease terminations. Restructuring costs during the three and six months ended June 30, 2024 consisted solely of lease terminations costs. See Note 12 - "Restructuring Activities" in our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

Depreciation and amortization expense increased $8.0 million, or 38.5%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase for the three months ended March 31, 2025 was primarily driven by an increase in the amortization of intangible assets related to the impact of acquisitions completed since the year ago period.

Current wording

Depreciation and amortization expense increased $8.0 million, or 37.4%, for the three months ending June 30, 2025 compared to the three months ended June 30, 2024 and increased $16.0 million, or 37.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase for the three and six months ended June 30, 2025 was primarily due to higher amortization of intangible assets from acquisitions completed since the prior year.

Previous wording

Investment income, net decreased during the three months ended March 31, 2025 primarily as a result of a decrease in our average short-term interest-bearing investments as compared to the three months ended March 31, 2024.

Current wording

Investment income, net decreased during the three and six months ended June 30, 2025 primarily as a result of a decrease in our average short-term interest-bearing investments as compared to the year ago periods.

Previous wording

Interest expense was $2.3 million for the three months ended March 31, 2025. The increase from the prior year period was primarily driven by the interest expense incurred on our Revolving Credit Facility as a result of balances outstanding during the three months ended March 31, 2025 with no comparable balance outstanding in the prior year.

Current wording

Interest expense was $2.7 million and $5.0 million for the three and six months ended June 30, 2025. The increase from the prior year periods was primarily driven by the interest expense incurred on our Revolving Credit Facility as a result of balances outstanding during the three and six months ended June 30, 2025 with no comparable balances outstanding in the prior year.

Previous wording

For the three months ended March 31, 2025, Income tax benefit increased by $3.1 million when compared to the three months ended March 31, 2024. The change primarily resulted from income tax benefit recognized in connection with the acquisition of Christie’s International Real Estate partially offset by international and state income tax expense.

Current wording

For the three and six months ended June 30, 2025, Income tax (provision) benefit decreased by $0.4 million and increased by $2.7 million when compared to the three and six months ended June 30, 2024, respectively. The benefit during the six months ended June 30, 2025 primarily resulted from income tax benefit recognized from acquisitions netted with international and state income tax expense. The provision during the three months ended June 30, 2025 primarily related to international and state income tax expense.

Previous wording

During the three months ended March 31, 2025, Equity in income (loss) of unconsolidated entities was income of $0.8 million, primarily from our mortgage joint ventures with Guaranteed Rate, Inc.

Current wording

During the three and six months ended June 30, 2025, Equity in income (loss) of unconsolidated entities was income of $1.7 million and $2.5 million, respectively. This income was primarily driven by the Company's share of earnings from its mortgage joint venture with Guaranteed Rate, Inc., as well as income from other unconsolidated entities acquired since the prior year.

Previous wording

(1)Excludes approximately 1,000 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard commission model.

Current wording

(1)Excludes approximately 930 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard commission model.

Previous wording

(2)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA, see the section titled “—Non-GAAP Financial Measures” below.

Current wording

(2)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of Net income (loss) attributable to Compass, Inc. to Adjusted EBITDA, see the section titled “—Non-GAAP Financial Measures” below.

Previous wording

Our Gross Transaction Value for the three months ended March 31, 2025 was $52.4 billion, representing an increase of 30.7% from the year ago period. The increase for the three months ended March 31, 2025 was primarily driven by an increase in the number of agents on our platform.

Current wording

Our Gross Transaction Value for the three and six months ended June 30, 2025 was $78.3 billion and $130.7 billion, representing an increase of 20.3% and 24.3% from the year ago periods, respectively. The increase for the three and six months ended June 30, 2025 was primarily driven by an increase in the number of agents on our platform.

Previous wording

Our Number of Principal Agents as of March 31, 2025 was 20,656, representing an increase of 41.6% from the year ago period primarily driven by the agents from businesses acquired since April 2024. Our principal agents generate revenue across a diverse set of real estate markets in the U.S.

Current wording

Our Number of Principal Agents as of June 30, 2025 was 20,965, representing an increase of 23.3% from the year ago period. The increase in the Number of Principal Agents was primarily driven by the agents from businesses acquired since June 2024. Our principal agents generate revenue across a diverse set of real estate markets in the U.S.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure that represents our Net loss attributable to Compass, Inc. adjusted for depreciation and amortization, investment income, net, interest expense, stock-based compensation expense, benefit from income tax and other items. During the periods presented, other items included (i) restructuring charges associated with lease termination and severance costs and (ii) litigation charges in connection with the Antitrust Lawsuits. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

Current wording

Adjusted EBITDA is a non-GAAP financial measure that represents our Net income (loss) attributable to Compass, Inc. adjusted for depreciation and amortization, investment income, net, interest expense, stock-based compensation expense, benefit from income tax and other items. During the periods presented, other items included (i) restructuring charges associated with lease termination and severance costs and (ii) litigation charges in connection with the Antitrust Lawsuits. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

Previous wording

We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA and Adjusted EBITDA margin are also helpful to investors, analysts and other interested parties because these measures can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including Net loss attributable to Compass, Inc. and our other GAAP results. In evaluating Adjusted EBITDA and Adjusted EBITDA margin, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are not presented in accordance with GAAP and the use of these terms varies from others in our industry.

Current wording

We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA and Adjusted EBITDA margin are also helpful to investors, analysts and other interested parties because these measures can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including Net income (loss) attributable to Compass, Inc. and our other GAAP results. In evaluating Adjusted EBITDA and Adjusted EBITDA margin, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are not presented in accordance with GAAP and the use of these terms varies from others in our industry.

Previous wording

The following table provides a reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA (in millions):

Current wording

The following table provides a reconciliation of Net income (loss) attributable to Compass, Inc. to Adjusted EBITDA (in millions):

Previous wording

(1)Represents a charge of $57.5 million incurred during the three months ended March 31, 2024 in connection with the Antitrust Lawsuits. See Note 6 - "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

(2)Represents a charge of $57.5 million incurred during the three months ended March 31, 2024 in connection with the Antitrust Lawsuits. See Note 6 - "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

Adjusted EBITDA was income of $15.6 million and a loss of $20.1 million during the three months ended March 31, 2025 and 2024, respectively. The improvement in Adjusted EBITDA during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily driven by higher revenue resulting from an increased number of agents on our platform.

Current wording

Adjusted EBITDA was income of $125.9 million and $77.4 million during the three months June 30, 2025 and 2024. Adjusted EBITDA was income of $141.5 million and $57.3 million during the six months ended June 30, 2025 and 2024, respectively. The improvement in Adjusted EBITDA during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily driven by higher revenue resulting from an increased number of agents on our platform.

Previous wording

The following tables provide supplemental information to the Reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA presented above. These tables identify how each of the Operating expenses related financial statement line items contained within the condensed consolidated statements of operations elsewhere in this Quarterly Report are impacted by the items excluded from Adjusted EBITDA (in millions):

Current wording

The following tables provide supplemental information to the Reconciliation of Net income (loss) attributable to Compass, Inc. to Adjusted EBITDA presented above. These tables identify how each of the Operating expenses related financial statement line items contained within the condensed consolidated statements of operations elsewhere in this Quarterly Report are impacted by the items excluded from Adjusted EBITDA (in millions):

Previous wording

As of March 31, 2025, we had cash and cash equivalents of $127.0 million and an accumulated deficit of $2.7 billion. We generated $121.5 million and $23.1 million in cash flows from operations for the year ended December 31, 2024 and the three months ended March 31, 2025, respectively. Additionally, we have a Revolving Credit Facility that matures in March 2026, which we can draw upon provided we maintain continued compliance with certain financial and non-financial covenants. See Note 5 - "Debt" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further details. As of March 31, 2025, we had $50.0 million outstanding and $257.7 million available to be drawn under the Revolving Credit Facility. Further, we were in compliance with each of the financial and non-financial covenants. While our operating cash flows vary depending on the seasonality of the real estate business, we believe that the Company will have sufficient liquidity from cash on hand, its Revolving Credit Facility and future operations to sustain its business operations for the next twelve months and beyond.

Current wording

As of June 30, 2025, we had cash and cash equivalents of $177.3 million and an accumulated deficit of $2.7 billion. We generated $121.5 million and $95.9 million in cash flows from operations for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively. Additionally, we have a Revolving Credit Facility that matures in March 2026, which we can draw upon provided we maintain continued compliance with certain financial and non-financial covenants. See Note 5 - "Debt" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further details. As of June 30, 2025, we had $50.0 million outstanding and $266.7 million available to be drawn under the Revolving Credit Facility. Further, we were in compliance with each of the financial and non-financial covenants. While our operating cash flows vary depending on the seasonality of the real estate business, we believe that the Company will have sufficient liquidity from cash on hand, its Revolving Credit Facility and future operations to sustain its business operations for the next twelve months and beyond.

Previous wording

For the three months ended March 31, 2024, net cash provided by operating activities was $8.6 million. The inflow was primarily due to a $133.0 million Net loss adjusted for $55.9 million of non-cash charges and cash inflows due to changes in operating assets and liabilities of $85.7 million.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities was $95.9 million. The inflow was primarily due to a $11.6 million Net loss adjusted for $140.8 million of non-cash charges partially offset by cash outflows due to changes in operating assets and liabilities of $33.3 million.

Previous wording

For the three months ended March 31, 2025, net cash provided by operating activities was $23.1 million. The inflow was primarily due to a $50.8 million Net loss adjusted for $59.6 million of non-cash charges and cash inflows due to changes in operating assets and liabilities of $14.3 million.

Current wording

For the six months ended June 30, 2024, net cash provided by operating activities was $53.6 million. The inflow was primarily due to a $112.2 million Net loss adjusted for $109.4 million of non-cash charges and cash inflows due to changes in operating assets and liabilities of $56.4 million.

Previous wording

During the three months ended March 31, 2024, net cash used in investing activities was $3.5 million consisting of $2.7 million in capital expenditures and $1.2 million for an investment in an unconsolidated entity partially offset by $0.4 million of cash acquired, net of payments for acquisitions.

Current wording

During the six months ended June 30, 2025, net cash used in investing activities was $181.9 million consisting of $172.0 million in payments for acquisitions, net of cash acquired, $8.4 million of capital expenditures and $1.5 million for an investment in an unconsolidated entity.

Previous wording

During the three months ended March 31, 2025, net cash used in investing activities was $164.5 million consisting of $160.9 million in payments for acquisitions, net of cash acquired and $3.6 million of capital expenditures.

Current wording

During the six months ended June 30, 2024, net cash used in investing activities was $26.5 million consisting of $18.0 million in payments for acquisitions, net of cash acquired, $7.3 million in capital expenditures and $1.2 million for an investment in an unconsolidated entity.

Previous wording

During the three months ended March 31, 2025, net cash provided by financing activities was $44.6 million primarily consisting of $50.0 million in proceeds from a drawdown on the Revolving Credit Facility, $6.1 million in proceeds from the exercise of stock options, $1.8 million in net proceeds from drawdowns and repayments on the Concierge Facility and $1.3 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan, partially offset by $14.4 million in taxes paid related to the net share settlement of equity awards and $0.2 million in payments related to acquisitions, including contingent consideration payments.

Current wording

During the six months ended June 30, 2025, net cash provided by financing activities was $39.5 million primarily consisting of $50.0 million in net proceeds from drawdowns and partial repayment on the Revolving Credit Facility, $8.0 million in net proceeds from drawdowns and repayments on the Concierge Facility, $7.1 million in proceeds from the exercise of stock options, $2.8 million in capital contributions from non-controlling interests and $1.3 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan, partially offset by $28.6 million in taxes paid related to the net share settlement of equity awards and $1.1 million in payments related to acquisitions, including contingent consideration payments.

Previous wording

During the three months ended March 31, 2024, net cash used in financing activities was $6.1 million, primarily consisting of $7.4 million in taxes paid related to the net share settlement of equity awards, $1.9 million in payments related to acquisitions, including contingent consideration payments, and $1.3 million in net repayments on the Concierge Facility, partially offset by $3.4 million in proceeds from the exercise of stock options and $1.1 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan.

Current wording

During the six months ended June 30, 2024, net cash used in financing activities was $8.2 million primarily consisting of $14.1 million in taxes paid related to the net share settlement of equity awards and $2.5 million in payments related to acquisitions, including contingent consideration payments, partially offset by $4.8 million in proceeds from the exercise of stock options, $2.5 million in net proceeds from drawdowns and repayments on the Concierge Facility and $1.1 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan.

Previous wording

We administer escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. We are contingently liable for these escrow and trust deposits totaling $358.0 million and $147.1 million as of March 31, 2025 and December 31, 2024, respectively. We did not have any other off-balance sheet arrangements as of or during the periods presented.

Current wording

We administer escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. We are contingently liable for these escrow and trust deposits totaling $364.5 million and $147.1 million as of June 30, 2025 and December 31, 2024, respectively. We did not have any other off-balance sheet arrangements as of or during the periods presented.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

as reported by the National Association of Realtors ("NAR"). Gross Transaction Value includes a de minimis number of new development and commercial brokerage transactions.