COMP — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• 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 subsidi…

• Prior to the Anywhere Merger, we were a leading tech-enabled real estate services company that included the largest residential real estate brokerage in the United States by sales volume, which primarily operated under the Compass brand in 39 states and Washington D.C., with approximately 37,000 rea…

• Following the Anywhere Merger, we expanded our service area to include a presence in every major U.S. city and approximately 120 countries and territories, and we operate a portfolio of some of the most recognized and iconic brands, including @properties, Better Homes and Gardens Real Estate, Centur…

• The Company reports its operations in three business segments: Brokerage, Franchise and Integrated Services. We refer to independent sales agents at our owned-brokerage and at our franchises collectively as “real estate professionals.”

• Following the Anywhere Merger, we operate our owned-brokerage business primarily under the @properties, Coldwell Banker, Compass, Corcoran, and Sotheby’s International Realty brands.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of o…

• •Introduction. This section provides a general description of our company and its business, recent developments affecting our company, operational highlights and discussions of how seasonal factors and macroeconomic conditions may impact our results.

• •Results of Operations. This section provides our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on a consolidated basis.

• •Key Business Metrics and Non-GAAP Financial Measures. This section provides a discussion of key business metrics and non-GAAP financial measures we use to evaluate our business and measure our performance, in addition to the measures presented in our condensed consolidated financial statements.

• •Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of September 30, 2025.

Text added vs the prior filing · source: 10-Q · 2026-05-08

• The Secured Notes, Unsecured Notes and Convertible Notes do not expose us to material interest rate risk because the interest rates are fixed. We also do not believe the Apple Ridge Securitization exposes us to material interest rate risk, as the variable

• rates earned on relocation receivables and advances are highly correlated with the rates incurred on the related borrowings, which largely offsets the exposure.

• We do not have significant exposure to foreign currency risk, nor do we expect to have significant exposure to foreign currency risk in the foreseeable future.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• Our reporting and functional currency is the U.S. dollar. Most of our revenue is denominated in U.S. dollars, and we are not currently exposed to significant foreign currency risk on sales. Operating expenses are primarily incurred in the local currencies of our operations, mainly in the United Stat…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• In January 2026, we completed our acquisition of Anywhere Real Estate Inc. and its consolidated subsidiaries. The scope of management’s assessment of the effectiveness of our disclosure controls and procedures as of March 31, 2026 did not include the internal control over financial reporting specifi…

• Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

• There were no changes in internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.

• There were no changes in internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-05-08

• (a) Adoption of Revised Severance and Change in Control Benefits for Executive Officers.

• After completing a peer group benchmarking review and upon recommendation of the independent compensation consultant, Semler Brossy Consulting Group, LLC, on May 8, 2026, the Board of Directors (the “Board”) with respect to the Chief Executive Officer (“CEO”), and the Compensation Committee (the “Co…

• executive officers, approved certain changes to the existing severance and change in control benefits. Under the new arrangements, the named executive officers are entitled to receive the following benefits:

• •Upon a termination of employment other than for cause or with good reason other than in connection with a change in control transaction: (i) cash severance in an amount equal to one-times salary (two-times for the CEO) and one-times target bonus; (ii) a prorated bonus payment for the fiscal year in…

• •Upon a termination of employment other than for cause or with good reason in connection with a change in control transaction: (i) cash severance in an amount equal to one-and-a-half times salary and target bonus (two-times salary and target bonus for the CEO); (ii) a prorated bonus payment for the …

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation…