Compass, Inc. 8-K

What Happened
Compass, Inc. filed an 8-K on January 7, 2026 announcing updated preliminary results and other material events. The company said Q4 2025 revenue is expected to be at the high end of its prior guidance ($1.59B–$1.69B) and Adjusted EBITDA is expected to be at or slightly above the high end of its prior range ($35M–$49M). Compass added over 800 principal agents in Q4 2025. The filing also confirmed the Hart‑Scott‑Rodino (HSR) waiting period for the planned merger with Anywhere expired on January 2, 2026, and Compass announced an intended private offering of $750.0M in convertible senior notes due 2031 (plus a $112.5M option).

Key Details

• Prior Q4 2025 guidance: revenue $1.59B–$1.69B; Adjusted EBITDA $35M–$49M. Compass now expects revenue at the high end and Adjusted EBITDA at or slightly above the high end.
• Agent growth: added more than 800 principal agents in Q4 2025.
• Merger status: HSR waiting period expired Jan 2, 2026; closing still requires stockholder approvals and other customary closing conditions (special meetings for Anywhere and Compass held Jan 7, 2026).
• Financing: intends to offer $750M of convertible senior notes due 2031 (plus $112.5M option); notes will be senior unsecured and guaranteed by certain subsidiaries; proceeds to be used for general corporate purposes including repayment of Anywhere indebtedness if the merger closes and funding capped‑call transactions.

Why It Matters
For investors, the update signals stronger-than-expected quarterly performance (revenue and Adjusted EBITDA) and continued agent growth, which are positive operational signs. The HSR clearance is a key regulatory hurdle cleared for the Anywhere merger, but the deal still requires shareholder approvals and other closing conditions. The planned $750M convertible notes offering will change the company’s capital structure and could impact leverage and potential dilution if converted; proceeds are tied in part to merger-related obligations. Finally, the financial figures are preliminary and unaudited—Compass cautioned actual audited results in its upcoming Form 10‑K may differ.