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comp-202602260001563190FALSE00015631902026-02-262026-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026

Compass, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware 001-40291 30-0751604 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

110 Fifth Avenue, 4th Floor New York, New York 10011 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 982-0353 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Class A Common Stock, $0.00001 par value per share COMP The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On February 26, 2026, Compass, Inc. (“Compass” or the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing its financial results for the quarter and year ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure.

On February 26, 2026, the Company provided selected unaudited financial information of Anywhere Real Estate Inc. for the quarter and year ended December 31, 2025. A copy of the financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information furnished with Item 2.02 and Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Exhibit Title or Description

99.1 Press Release, dated February 26, 2026, related to earnings.

99.2Unaudited consolidated financial information of Anywhere Real Estate Inc. for the three months and year ended December 31, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMPASS, INC.

Date: February 26, 2026  By: /s/ Scott Wahlers Scott Wahlers Chief Financial Officer

comp-202601070001563190FALSE00015631902026-01-072026-01-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2026

Compass, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware 001-40291 30-0751604 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

110 Fifth Avenue, 4th Floor New York, New York 10011 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 982-0353 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Class A Common Stock, $0.00001 par value per share COMP The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Compass, Inc. (the “Company” or "Compass") announced an update to its financial guidance for the fourth quarter of 2025, previously provided on November 4, 2025. The previously announced guidance ranges for the fourth quarter of 2025 was revenue of $1.59 billion to $1.69 billion and Adjusted EBITDA of $35 million to $49 million. The Company now expects revenue to be at the high end of the previously announced range and expects Adjusted EBITDA to be at or slightly above the high end of the previously announced range.

Additionally, the Company added over 800 principal agents in the fourth quarter of 2025.

This Current Report on Form 8-K includes statements related to the Company's preliminary financial results for the quarter ended December 31, 2025. As of the date of this Form 8-K, the Company has not yet completed its financial closing procedures for the quarter and year ended December 31, 2025 and the Company’s audited consolidated financial statements for the year ended December 31, 2025 are not yet available. Any statements related to the preliminary financial information included herein may materially differ from the actual results that will be reflected in the Company’s audited consolidated financial statements and should not be considered a substitute for the financial information the Company will file with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The information furnished with this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01.Other Events.

HSR Clearance for the Merger with Anywhere

As previously disclosed, on September 22, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anywhere Real Estate Inc. (“Anywhere”) and Velocity Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement and subject to its terms and conditions, Merger Sub will merge with and into Anywhere (the “Merger”), with Anywhere surviving the Merger as a wholly-owned subsidiary of the Company.

The consummation of the Merger (the “Closing”) is subject to certain customary conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act waiting period expired on January 2, 2026 at 11:59 p.m. Eastern Time.

The Closing remains subject to the satisfaction or waiver of certain other closing conditions,