Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-40291

___________________________

COMPASS, INC.

(Exact Name of Registrant as Specified in its Charter)

___________________________


Delaware			30-0751604
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

90 Fifth Avenue, 3rd Floor New York, New York			10011
(Address of Principal Executive Offices)			(Zip Code)

(212) 913-9058

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of August 3, 2023, there were 466,071,464 shares of the registrant’s common stock outstanding.

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Compass, Inc.

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		Page
Special Note Regarding Forward-Looking Statements		3
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	5
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022	7
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures

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Unless otherwise expressly stated or the context otherwise requires, references in this Quarterly Report on Form 10-Q, which we refer to as this Quarterly Report, to “Compass,” “Company,” “our,” “us,” and “we” and similar references refer to Compass, Inc. and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that we may announce material business and financial information to our investors using our investor relations page on our website (www.compass.com), filings we make with the Securities and Exchange Commission, or the SEC, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidates and other matters. It is possible that the information we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

From time to time, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.compass.com), press releases, public conference calls, public webcasts, our Twitter feed (@Compass), our Facebook page, our LinkedIn page, our Instagram account, our YouTube channel, Robert Reffkin’s Twitter feed (@RobReffkin) and Robert Reffkin’s Instagram account (@robreffkin). We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidates and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website and all other streaming tools. Further, corporate governance information, including our governance guidelines, board committee charters and code of ethics, is also available on our investor relations page on our website under the heading “Governance.”

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

The information contained on, or that can be accessed through, the website referenced in this Quarterly Report is not incorporated by reference into this filing, and the website address is provided only as an inactive textual reference.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the federal Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Quarterly Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•general macroeconomic conditions in the U.S. and globally (e.g., inflation), economic and industry downturns, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate, including seasonal and cyclical trends (e.g., increases in mortgage interest rates, continued limited inventory, slowed consumer demand, reduced home affordability and declines in price appreciation and home prices);

•current interest rates and changes in prevailing interest rates;

•our ability to continuously innovate, improve and expand our platform;

•the dependability of our platform and software;

•our ability to attract new agents and retain current agents or increase agents' utilization of our platform;

•our ability to expand our brokerage and adjacent services businesses;

•our ability to grow revenue from adjacent services at our anticipated rate;

•our ability to achieve expected benefits from our mortgage and title and escrow businesses, including our joint ventures;

•our rapid growth and rate of growth;

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•our ability to carefully manage our expense structure;

•our net losses and ability to achieve or sustain profitability in the future;

•covenants in our debt agreements that may restrict our borrowing capacity or operating activities;

•our ability to compete successfully in the markets in which we operate;

•the effect of monetary policies of the federal government and its agencies;

•any decreases in our gross commission income or the percentage of commissions that we collect;

•fluctuation of our quarterly results and other operating metrics;

•our ability to successfully pursue acquisitions and integrate target companies;

•the loss of key personnel;

•our ability to attract and retain highly qualified personnel and to recruit agents;

•reliability of our information security systems;

•the impact of cybersecurity incidents and the potential loss of critical and confidential information;

•identification of material weaknesses in our internal control over financial reporting and our ability to remediate such material weaknesses;

•compliance with privacy laws;

•the effect of the claims, lawsuits, government investigations and other proceedings that we are subject to from time to time;

•our ability to protect our intellectual property rights;

•impact of having a multi-class structure of common stock;

•natural disasters and catastrophic events; and

•other general market, political, economic, and business conditions.

We have based these forward-looking statements on our current expectations and projections as of the date of this filing about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements speak only as of the date of this filing and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, the important factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 1, 2023, which we refer to as our 2022 Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this filing, our 2022 Form 10-K and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this filing may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should completely read this filing and the documents that we reference herein and have filed with the SEC as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Quarterly Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this filing or to conform statements to actual results or revised expectations, except as required by law.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Compass, Inc.

Condensed Consolidated Balance Sheets

(In millions, except share and per share data, unaudited)


	June 30, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	335.4	$	361.9
Accounts receivable, net of allowance of $8.8 and $9.0, respectively	58.4		36.6
Compass Concierge receivables, net of allowance of $14.2 and $14.7, respectively	36.4		42.9
Other current assets	63.7		76.5
Total current assets	493.9		517.9
Property and equipment, net	171.0		192.5
Operating lease right-of-use assets	439.2		483.2
Intangible assets, net	86.4		99.3
Goodwill	203.8		198.4
Other non-current assets	30.3		41.8
Total assets	$	1,424.6	$	1,533.1
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	23.3	$	28.1
Commissions payable	97.0		48.0
Accrued expenses and other current liabilities	108.6		164.9
Current lease liabilities	101.4		94.6
Concierge credit facility	30.4		31.9
Revolving credit facility	150.0		150.0
Total current liabilities	510.7		517.5
Non-current lease liabilities	448.1		486.5
Other non-current liabilities	14.1		8.4
Total liabilities	972.9		1,012.4
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at June 30, 2023 and December 31, 2022; 462,987,617 shares issued and outstanding at June 30, 2023; 438,098,194 shares issued and outstanding at December 31, 2022	—		—
Additional paid-in capital	2,842.3		2,713.6
Accumulated deficit	(2,394.7)		(2,196.5)
Total Compass, Inc. stockholders’ equity	447.6		517.1
Non-controlling interest	4.1		3.6
Total stockholders' equity	451.7		520.7
Total liabilities and stockholders’ equity	$	1,424.6	$	1,533.1

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Operations

(In millions, except share and per share data, unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	1,494.0	$	2,020.1	$	2,451.2	$	3,417.1
Operating expenses:
Commissions and other related expense	1,224.0		1,652.9		2,014.9		2,799.3
Sales and marketing	113.3		154.9		228.6		299.9
Operations and support	83.0		104.9		164.1		213.8
Research and development	45.4		107.2		94.3		215.4
General and administrative	34.7		55.2		69.1		110.5
Restructuring costs	15.9		18.9		26.0		18.9
Depreciation and amortization	22.3		25.4		47.2		44.1
Total operating expenses	1,538.6		2,119.4		2,644.2		3,701.9
Loss from operations	(44.6)		(99.3)		(193.0)		(284.8)
Investment income, net	2.5		0.3		5.4		0.4
Interest expense	(4.1)		(0.7)		(7.3)		(1.4)
Loss before income taxes and equity in loss of unconsolidated entity	(46.2)		(99.7)		(194.9)		(285.8)
Income tax benefit	—		1.5		—		1.4
Equity in loss of unconsolidated entity	(0.7)		(2.9)		(2.2)		(5.0)
Net loss	(46.9)		(101.1)		(197.1)		(289.4)
Net (income) loss attributable to non-controlling interests	(0.9)		(0.1)		(1.1)		0.2
Net loss attributable to Compass, Inc.	$	(47.8)	$	(101.2)	$	(198.2)	$	(289.2)
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.10)	$	(0.24)	$	(0.44)	$	(0.69)
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted	460,960,349		427,987,083		455,538,666		421,719,718

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In millions, except share amounts, unaudited)



	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Compass, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
For the three months ended June 30, 2023:
Balances at March 31, 2023	458,911,722	$	—	$	2,805.0	$	(2,346.9)	$	458.1	$	3.6	$	461.7
Net loss	—	—		—		(47.8)		(47.8)		0.9		(46.9)
Issuance of common stock upon exercise of stock options	1,399,959	—		1.9		—		1.9		—		1.9
Issuance of common stock upon settlement of RSUs, net of taxes withheld	2,675,936	—		(4.3)		—		(4.3)		—		(4.3)
Vesting of early exercised stock options	—	—		0.2		—		0.2		—		0.2

Stock-based compensation	—	—		39.5		—		39.5		—		39.5
Other activity related to non-controlling interests	—	—		—		—		—		(0.4)		(0.4)
Balances at June 30, 2023	462,987,617	$	—	$	2,842.3	$	(2,394.7)	$	447.6	$	4.1	$	451.7
For the three months ended June 30, 2022:
Balances at March 31, 2022	426,965,766	$	—	$	2,585.0	$	(1,783.0)	$	802.0	$	3.5	$	805.5
Net loss	—	—		—		(101.2)		(101.2)		0.1		(101.1)
Issuance of common stock in connection with acquisitions	123,852	—		0.8		—		0.8		—		0.8
Issuance of common stock upon exercise of stock options	937,599	—		2.2		—		2.2		—		2.2
Issuance of common stock upon settlement of RSUs, net of taxes withheld	1,929,800	—		(6.4)		—		(6.4)		—		(6.4)
Vesting of early exercised stock options	—	—		1.1		—		1.1		—		1.1
Stock-based compensation	—	—		53.7		—		53.7		—		53.7
Balances at June 30, 2022	429,957,017	$	—	$	2,636.4	$	(1,884.2)	$	752.2	$	3.6	$	755.8

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In millions, except share amounts, unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Compass, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
For the six months ended June 30, 2023:
Balances at December 31, 2022	438,098,194	$	—	$	2,713.6	$	(2,196.5)	$	517.1	$	3.6	$	520.7
Net loss	—	—		—		(198.2)		(198.2)		1.1		(197.1)
Issuance of common stock in connection with acquisitions	2,578,204	—		8.2		—		8.2		—		8.2
Issuance of common stock upon exercise of stock options	2,097,108	—		2.9		—		2.9		—		2.9
Issuance of common stock upon settlement of RSUs, net of taxes withheld	5,697,711	—		(10.3)		—		(10.3)		—		(10.3)
Vesting of early exercised stock options	—	—		0.4		—		0.4		—		0.4
Issuance of common stock in connection with the 2022 Agent Equity Program	14,147,480	—		53.3		—		53.3		—		53.3
Issuance of common stock under the Employee Stock Purchase Plan	368,920	—		1.4		—		1.4		—		1.4
Stock-based compensation	—	—		72.8		—		72.8		—		72.8
Other activity related to non-controlling interests	—	—		—		—		—		(0.6)		(0.6)
Balances at June 30, 2023	462,987,617	$	—	$	2,842.3	$	(2,394.7)	$	447.6	$	4.1	$	451.7
For the six months ended June 30, 2022:
Balances at December 31, 2021	409,267,751	$	—	$	2438.8	$	(1,595.0)	$	843.8	$	3.8	$	847.6
Net loss	—	—		—		(289.2)		(289.2)		(0.2)		(289.4)

Issuance of common stock in connection with acquisitions	123,852	—		0.8		—		0.8		—		0.8
Issuance of common stock upon exercise of stock options	3,532,188	—		7.7		—		7.7		—		7.7
Issuance of common stock upon settlement of RSUs, net of taxes withheld	3,424,330	—		(13.8)		—		(13.8)		—		(13.8)

Vesting of early exercised stock options	—	—		2.2		—		2.2		—		2.2
Issuance of common stock in connection with the 2021 Agent Equity Program	13,608,896	—		100.0		—		100.0		—		100.0
Stock-based compensation	—	—		100.7		—		100.7		—		100.7
Balances at June 30, 2022	429,957,017	$	—	$	2,636.4	$	(1,884.2)	$	752.2	$	3.6	$	755.8

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)


	Six Months Ended June 30,
	2023		2022
Operating Activities
Net loss	$	(197.1)	$	(289.4)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	47.2		44.1
Stock-based compensation	83.9		123.0
Equity in loss of unconsolidated entity	2.2		5.0
Change in acquisition related contingent consideration	0.6		(0.3)
Bad debt expense	2.8		3.4
Amortization of debt issuance costs	0.4		0.5
Changes in operating assets and liabilities:
Accounts receivable	(24.1)		(14.5)
Compass Concierge receivables	5.9		(26.9)
Other current assets	12.4		(15.0)
Other non-current assets	9.4		(3.3)
Operating lease right-of-use assets and operating lease liabilities	9.5		3.9
Accounts payable	(4.9)		10.6
Commissions payable	49.0		31.9
Accrued expenses and other liabilities	0.6		6.7
Net cash used in operating activities	(2.2)		(120.3)
Investing Activities

Investment in unconsolidated entity	—		(12.5)
Capital expenditures	(6.1)		(41.4)
Payments for acquisitions, net of cash acquired	—		(15.0)
Net cash used in investing activities	(6.1)		(68.9)
Financing Activities
Proceeds from exercise of stock options	2.9		7.7
Proceeds from issuance of common stock under Employee Stock Purchase Plan	1.4		—
Taxes paid related to net share settlement of equity awards	(10.3)		(13.8)
Proceeds from drawdowns on Concierge credit facility	29.3		26.7
Repayments of drawdowns on Concierge credit facility	(30.8)		(12.5)
Proceeds from drawdowns on Revolving credit facility	75.0		—
Repayments of drawdowns on Revolving credit facility	(75.0)		—
Payments related to acquisitions, including contingent consideration	(10.2)		(6.7)
Other	(0.5)		—
Net cash (used in) provided by financing activities	(18.2)		1.4
Net decrease in cash and cash equivalents	(26.5)		(187.8)
Cash and cash equivalents at beginning of period	361.9		618.3
Cash and cash equivalents at end of period	$	335.4	$	430.5
Supplemental disclosures of cash flow information:
Cash paid for interest	$	6.4	$	0.9
Supplemental non-cash information:
Issuance of common stock for acquisitions	$	8.2	$	0.8

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business and Basis of Presentation

Description of the Business

Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc. On April 6, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began trading on the New York Stock Exchange on April 1, 2021 under the symbol “COMP”.

The Company provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The Company’s platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, all custom-built for the real estate industry, which enables the Company’s core brokerage services. The platform also uses proprietary data, analytics, artificial intelligence, and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients.

The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented.

The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2022 included in the 2022 Form 10-K.

Liquidity

Since inception, the Company has primarily generated negative cash flows from operations and has primarily financed operations from net proceeds from the issuance of convertible preferred stock and common stock. In addition, a number of macroeconomic conditions, including rising inflation and rapidly rising mortgage interest rates, have contributed to a

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slowdown in the U.S. residential real estate market, which has had an adverse impact on the Company’s business and may continue to adversely impact the Company’s business in the future.

During the year ended December 31, 2022 and the six months ended June 30, 2023, the Company enacted various restructuring actions to improve the alignment between the Company’s organizational structure and its long-term business strategy, drive cost efficiencies enabled by the Company’s technology and other competitive advantages and continue to drive toward profitability and positive free cash flow. The Company will continue to assess the impact that changing macroeconomic factors and the slowdown of the U.S. residential real estate market will have on its business and will adjust its operations as necessary.

As of June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents of approximately $335.4 million and $361.9 million, respectively. Additionally, the Company has a Revolving Credit Facility, which it can draw upon provided it maintains continued compliance with certain financial and non-financial covenants. In July 2023, the Company repaid the $150.0 million outstanding as of June 30, 2023 under its Revolving Credit Facility. As a result, the Company has in excess of $300.0 million available to be drawn under the Revolving Credit Facility. Further, the Company is in compliance with each of the financial and non-financial covenants. See Note 5 — "Debt" for further details. The Company believes that it 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.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred.

Stock-Based Compensation

The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur.

For stock options, which the Company issues to employees, affiliated agents and in certain cases in connection with business combinations, the Company generally estimates the fair value using the Black-Scholes option pricing model,

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which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends.

The Company also issues RSUs to employees, affiliated agents and in certain cases in connection with business combinations. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offered RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offered affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program were granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company discontinued the Agent Equity Program following the issuance of RSUs during the first quarter of 2023 related to the 2022 Agent Equity Program.

The Company's RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition was met on March 31, 2021, the effective date of the Company’s registration statement filed in connection with the IPO, with subsequent expense recognized using the accelerated attribution method.

In December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that generally ranges from one to five years. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense on a straight-line basis as the required service-based vesting condition is satisfied. Any vested RSUs that require only a service-based vesting condition will convert to common stock following vesting and their prescribed delayed settlement periods.

For RSUs granted in connection with the 2021 and 2022 Agent Equity Programs, the Company determined the value of the stock-based compensation expense at the time the underlying commission was earned and recognized the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense was recorded as a liability throughout the service periods and was reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were issued.

On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company's stock on a public exchange. Such awards were valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met.

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts or other transactions affected by reference rate reform if certain criteria are met. The guidance was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and

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measurement accounting guidance. This guidance also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this guidance are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

3. Acquisitions

During the six months ended June 30, 2023, the Company completed the acquisition of 100% of the ownership interest in a real estate brokerage. The purpose of this acquisition was to expand the Company’s existing brokerage business in a new key domestic market. The Company has accounted for this acquisition as a business combination.

The consideration for the acquisition completed during the six months ended June 30, 2023 is comprised of contingent consideration payable in the Company's Class A common stock and cash at various payment dates through 2033 dependent on the future performance of the acquired business. At the time of acquisition, the purchase price was estimated to be $8.8 million and was calculated at net present value using a variety of inputs and assumptions, the most significant of which were the forecasted future results of the acquired business. Payments in excess of the original estimate may impact the Company's statement of operations in future periods. The future consideration amounts were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the condensed consolidated balance sheet.

The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: $3.1 million of customer relationships; $1.5 million of other current and non-current assets; and $1.1 million of other current and non-current liabilities. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill of $5.3 million. The acquired customer relationship is being amortized over the estimated useful life of approximately 5 years.

None of the goodwill recorded during the six months ended June 30, 2023 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $5.3 million dependent on the payment of certain contingent consideration arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets.

The Company has recorded the preliminary purchase price allocation as of the acquisition date and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

Pro forma revenue and earnings for this acquisition have not been presented because the acquisition is not material to the Company’s consolidated revenue and results of operations.

Contingent Consideration

Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $3.1 million of the obligations as of June 30, 2023 are fixed in value. As of June 30, 2023, the undiscounted estimated payment under these arrangements was $29.1 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Opening balance	$	18.2	$	22.8	$	14.0	$	24.4
Acquisitions	—		3.6		8.8		3.6
Payments	(1.2)		(4.0)		(5.8)		(6.0)
Changes in fair value included in net loss	0.6		(0.7)		0.6		(0.3)
Closing balance	$	17.6	$	21.7	$	17.6	$	21.7

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Other Acquisition-Related Arrangements

In connection with the Company’s acquisitions, certain amounts paid or to be paid to selling shareholders are subject to clawback and forfeiture dependent on certain employees and agents providing continued service to the Company. These retention-based payments are accounted for as compensation for future services and the Company recognizes the expenses over the service period. As of June 30, 2023, the Company expects to pay up to an additional $2.0 million in future compensation to such selling shareholders in connection with these arrangements. For the three months ended June 30, 2023 and 2022, the Company recognized income of $1.1 million and expense of $3.7 million, respectively, and for the six months ended June 30, 2023 and 2022, the Company recognized expense of $2.0 million and $11.4 million, respectively, within Operations and support in the condensed consolidated statements of operations related to these arrangements.

During the six months ended June 30, 2023, certain acquisition-related compensation arrangements and holdbacks were settled in the form of Class A common stock. In connection with these settlements, the Company issued 2.6 million shares of Class A common stock.

4. Fair Value of Financial Assets and Liabilities

The Company’s cash and cash equivalents of $335.4 million and $361.9 million as of June 30, 2023 and December 31, 2022, respectively, are held in cash and money market funds, which are classified as Level 1 within the fair value hierarchy because they are valued using quoted prices in active markets. These are the Company’s only Level 1 financial instruments. The Company does not hold any Level 2 financial instruments. The Company’s contingent consideration liabilities of $17.6 million and $14.0 million as of June 30, 2023 and December 31, 2022, respectively, are the Company’s only Level 3 financial instruments.

See Note 3 – “Acquisitions” for changes in contingent consideration for the three and six months ended June 30, 2023 and 2022. The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions):


	June 30, 2023		December 31, 2022
Accrued expenses and other current liabilities	$	7.3	$	10.0
Other non-current liabilities	10.3		4.0
Total contingent consideration	$	17.6	$	14.0

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Level 3 Financial Liabilities

The Company’s Level 3 financial liabilities relate to acquisition-related contingent consideration arrangements. Contingent consideration represents obligations of the Company to transfer cash or the Company's common stock to the sellers of certain acquired entities in the event that certain targets and milestones are met. The Company estimated the fair value of the contingent consideration using a variety of inputs, the most significant of which were the forecasted future results of the acquired businesses, not observable in the market. The impact of changes in these assumptions is not expected to result in material changes to the fair value of the Level 3 financial liabilities. Changes in the fair value of Level 3 financial liabilities are included within Operations and support in the condensed consolidated statements of operations (see Note 3 – “Acquisitions”).

5. Debt

Concierge Credit Facility

In July 2020, the Company entered into a Revolving Credit and Security Agreement (the “Concierge Facility”) with Barclays Bank PLC, as administrative agent, and the several lenders party thereto, which was subsequently amended on July 29, 2021, August 5, 2022 and August 4, 2023. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Company’s Compass Concierge Program. The Concierge Facility is secured primarily by the Concierge Receivables and cash of the Compass Concierge Program.

Borrowings under the Concierge Facility bear interest at the term SOFR rate plus a margin of 2.75%. The two year commitment fee is 0.35% if the Concierge Facility is utilized greater than 50% and 0.50%, if the Concierge Facility is utilized less than 50%. On August 4, 2023, the revolving period under the Concierge Facility was extended to August 3,

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2025. The interest rate on the Concierge Facility was 8.30% as of June 30, 2023. Pursuant to the Concierge Facility, the principal amount, if any, is payable in full in January 2026, unless earlier terminated or extended.

The Company has the option to repay the borrowings under the Concierge Facility without premium or penalty prior to maturity. The Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict the Company's ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that the Company fails to comply with certain financial covenants that require the Company to meet certain liquidity-based measures, the commitments under the Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Concierge Facility. As of June 30, 2023, the Company was in compliance with the covenants under the Concierge Facility.

The Concierge Facility includes customary events of default that include, among other things, nonpayment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, bankruptcy and insolvency events, material judgments and change of control. The occurrence of an event of default could result in the acceleration of the obligations and/or the increase in the applicable interest rate under the Concierge Facility.

Revolving Credit Facility

In March 2021, the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Facility”) with Barclays Bank PLC, as administrative agent and as collateral agent (the "Administrative Agent"), and certain other lenders, which was subsequently amended on May 1, 2023. The Revolving Credit Facility provides for a $350.0 million revolving credit facility, subject to the terms and conditions of the Revolving Credit Facility. The Revolving Credit Facility also includes a letter of credit sublimit, which is the lesser of (i) $125.0 million and (ii) the aggregate unused amount of the revolving commitments then in effect under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured by a first priority security interest in substantially all of the assets of the Company and the Company’s subsidiary guarantors.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of 0.50% or (ii) a rate per annum equal to the secured overnight financing rate ("SOFR") plus a margin of 1.50%. The base rate is equal to the highest of (a) the prime rate as quoted by The Wall Street Journal, (b) the federal funds effective rate plus 0.50%, (c) the SOFR term rate for a one-month interest period plus 1.00% and (d) 1.00%. The SOFR term rate is determined by the Administrative Agent as the forward-looking term rate plus a 0.10% adjustment. During an event of default under the Revolving Credit Facility, the applicable interest rates are increased by 2.0% per annum. The interest rate on the Revolving Credit Facility was 8.43% as of June 30, 2023.

The Company is also obligated to pay other customary fees for a credit facility of this type, including a commitment fee on a quarterly basis based on amounts committed but unused under the Revolving Credit Facility of 0.175% per annum, fees associated with letters of credit and administrative and arrangement fees. The principal amount, if any, is payable in full in March 2026, unless earlier terminated or extended.

The Company has the option to repay the Company’s borrowings, and to permanently reduce the loan commitments in whole or in part, under the Revolving Credit Facility without premium or penalty prior to maturity. As of June 30, 2023, there were $150.0 million in borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $41.6 million. In July 2023, the Company repaid $150.0 million in borrowings under the Revolving Credit Facility.

The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and its restricted subsidiaries, affirmative covenants, such as financial statement reporting requirements, and negative covenants which restrict their ability, among other things, to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The financial covenants require that (i) the Company maintains liquidity of at least $150.0 million as of the last day of each fiscal quarter and each date of a credit extension and (ii) the Company’s consolidated total revenue as of the last day of each fiscal quarter be equal to or greater than the specified amount corresponding to such period. The minimum required consolidated revenue threshold for the trailing four fiscal quarters is $3,799.0 million during 2023 and $4,668.0 million thereafter. As of June 30, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

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The Revolving Credit Facility includes customary events of default that include, among other things, nonpayment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Revolving Credit Facility.

6. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the Company’s business, taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal costs related to the defense of loss contingencies are expensed as incurred.

Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. The Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole.

Letter of Credit Agreements

The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of June 30, 2023 and December 31, 2022, the Company was contingently liable for $53.2 million and $48.0 million, respectively, under these letters of credit. As of June 30, 2023, $41.6 million and $11.6 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2022, $33.0 million and $15.0 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively.

Escrow and Trust Deposits

As a service to its home buyers and sellers, the Company administers escrow and trust deposits, which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $252.5 million and $136.7 million as of June 30, 2023 and December 31, 2022, respectively. These deposits are not assets of the Company and therefore are excluded from the accompanying condensed consolidated balance sheets. However, the Company remains contingently liable for the disposition of these deposits.

7. Preferred Stock and Common Stock

Undesignated Preferred Stock

In April 2021, the Company adopted a restated certificate of incorporation, which authorizes the Company to issue up to 25.0 million shares of undesignated preferred stock with a $0.00001 par value per share. As of June 30, 2023 and December 31, 2022, there are no shares of the Company’s preferred stock issued and outstanding.

Common Stock

In February 2021, the Company approved the establishment of Class C common stock and an agreement with the Company’s CEO to exchange his Class A common stock for Class C common stock. On March 31, 2021, in connection with the effectiveness of the registration statement for the Company’s IPO, 15.2 million shares of Class A common stock held by the Company’s CEO were automatically exchanged for an equivalent number of shares of Class C common stock. In addition, any Class A common stock issued to the Company’s CEO from RSU awards granted prior to February 2021 are able to be exchanged for Class C common stock. Each share of Class C common stock is entitled to twenty votes per share and will be convertible at any time into one share of Class A common stock and will automatically convert into Class A common stock under certain “sunset” provisions. Other than certain permitted transfers for estate planning purposes, upon a transfer of Class C common stock, the Class C common stock will automatically convert into Class A common stock.

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In April 2021, the Company adopted a restated certificate of incorporation and changed its authorized capital stock to consist of 12,500.0 million shares of Class A common stock, 1,250.0 million shares of Class B common stock and 100.0 million shares of Class C common stock. Shares of each class of common stock have a par value of $0.00001.

The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	444,288,853	444,288,853
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,698,764	18,698,764
Total	13,850,000,000	462,987,617	462,987,617


	December 31, 2022
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	419,842,991	419,842,991
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,255,203	18,255,203
Total	13,850,000,000	438,098,194	438,098,194

Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share.

Each share of Class C common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class C common stock will automatically convert into a share of Class A common stock upon sale or transfer, except for certain permitted transfers.

8. Stock-Based Compensation

2012 Stock Incentive Plan

In October 2012, the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”). Under the 2012 Plan, employees and non-employees could be granted stock options, RSUs and other stock-based awards, including awards earned in connection with the Agent Equity Program. Generally, these awards were based on stock agreements with a maximum ten-year term for stock options and a maximum seven-year term for RSUs, subject to board approval.

2021 Equity Incentive Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Equity Incentive Plan (the “2021 Plan”), with an initial pool of 29.7 million shares of common stock available for granting stock-based awards plus any reserved shares of common stock not issued or subject to outstanding awards granted under the 2012 Plan. In addition, on January 1st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the 2021 Plan shall be increased automatically by the number of shares equal to 5% of the total number of outstanding shares of common stock and outstanding shares of preferred stock (on an as converted to common stock basis) on the immediately preceding December 31st, although the Company’s board of directors or one of its committees may reduce the amount of such increase in any particular year. The 2021 Plan became effective on March 30, 2021 and as of that date, the Company ceased granting new awards under the 2012 Plan and all remaining shares available under the 2012 Plan were transferred to the 2021 Plan. Effective January 1, 2023, the shares available for future grants were increased by an additional 21.9 million shares as a result of the annual increase provision described above. As of June 30, 2023, there were 36.5 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan.

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2021 Employee Stock Purchase Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorized purchase rights to the Company’s employees or to employees of its designated affiliates. In addition, on January 1st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the ESPP shall be increased automatically by the number of shares equal to 1% of the total number of outstanding shares of common stock and outstanding shares of preferred stock (on an as converted to common stock basis) on the immediately preceding December 31st, although the Company’s board of directors or one of its committees may reduce the amount of the increase in any particular year. No more than 150.0 million shares of common stock may be issued over the term of the ESPP, subject to certain exceptions set forth in the ESPP. Effective January 1, 2023, the authorized shares increased by 4.2 million shares as a result of the annual increase provision described above. As of June 30, 2023, 14.5 million shares of Class A common stock remain available for grant under the ESPP.

The ESPP permits employees to purchase shares of the Company’s Class A common stock through payroll deductions accumulated during six-month offering periods up to a maximum value of $12,500 per offering period. The offering periods begin each February and August, or such other period determined by the Compensation Committee. On each purchase date, eligible employees may purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period, or (2) the fair market value of the Company’s Class A common stock on the purchase date, as defined in the ESPP. During the six months ended June 30, 2023, the Company issued 0.4 million shares of Class A common stock under the ESPP.

The Company recognized $0.4 million and $0.7 million of stock-based compensation expense related to the ESPP during the three and six months ended June 30, 2023, respectively, and $0.6 million and $1.0 million during the three and six months ended June 30, 2022, respectively. As of June 30, 2023, $1.1 million has been withheld on behalf of employees for a future purchase under the ESPP.

Stock Options

A summary of stock option activity under the 2012 Plan and the 2021 Plan, including 1.1 million stock options that were granted outside of the 2012 Plan in 2019, is presented below (in millions, except share and per share amounts):


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2022	46,694,237	$	5.44	5.9	$	8.5
Granted	210,972	3.58
Exercised	(2,097,108)	1.38
Forfeited	(1,749,459)	7.03
Balance as of June 30, 2023	43,058,642	$	5.56	5.5	$	18.7
Exercisable and vested at June 30, 2023	35,797,264	$	5.04	5.1	$	18.7

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $3.50 and $2.33 as of June 30, 2023 and December 31, 2022, respectively.

During the six months ended June 30, 2023 and 2022, the intrinsic value of options exercised was $4.9 million and $19.5 million, respectively.

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Restricted Stock Units

A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2022	47,189,837	$	7.10
Granted	30,103,327	3.41
Vested and converted to common stock (1)	(23,033,048)	4.91
Forfeited	(5,387,714)	7.74
Balance as of June 30, 2023	48,872,402	$	5.79

(1)During the six months ended June 30, 2023, the Company net settled all RSUs through which it issued an aggregate of 23.0 million shares of Class A common stock and withheld an aggregate of 3.2 million shares of Class A common stock to satisfy $10.3 million of tax withholding obligations on behalf of the Company’s employees.

Included in the table above are 17.2 million RSUs that only vest upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions that remain outstanding as of June 30, 2023. The performance-based vesting conditions provide that 12.5% of the shares subject to the RSUs will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock. An additional 12.5% of the shares subject to the RSUs will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price.

Agent Equity Program

In connection with the 2021 Agent Equity Program, the Company recognized a total of $100.0 million in stock-based compensation expense of which $84.8 million was recognized during the year ended December 31, 2021 and $15.2 million was recognized during the six months ended June 30, 2022. In February 2022, the Company granted 13.6 million RSUs, which immediately vested and converted to Class A common stock in connection with the 2021 Agent Equity Program. Prior to the issuance of the underlying RSUs, the stock-based compensation expense associated with these awards was recorded as a liability and $100.0 million was ultimately reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were granted.

In connection with the 2022 Agent Equity Program, the Company recognized a total of $53.3 million in stock-based compensation expense of which $41.7 million was recognized during the year ended December 31, 2022 and $11.6 million was recognized during the six months ended June 30, 2023. In January 2023, the Company granted 14.1 million RSUs, which immediately vested and converted to Class A common stock in connection with the 2022 Agent Equity Program. Prior to the issuance of the underlying RSUs, the stock-based compensation expense associated with these awards was recorded as a liability and $53.3 million was ultimately reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were granted. Following the issuance of these RSUs, the Company discontinued the Agent Equity Program.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 is as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Commissions and other related expense	$	—	$	6.4	$	11.6	$	23.4
Sales and marketing	9.0		11.2		17.6		21.9
Operations and support	4.1		4.1		7.1		8.4
Research and development	12.6		18.9		23.0		35.8
General and administrative	13.3		18.6		24.6		33.5
Total stock-based compensation expense	$	39.0	$	59.2	$	83.9	$	123.0

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As of June 30, 2023, unrecognized stock-based compensation expense totaled $223.5 million and is expected to be recognized over a weighted-average period of 2.1 years.

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.

9. Income Taxes

The Company recognized no income tax expense for the three and six months ended June 30, 2023. The Company incurred current tax expense from its operations in India, which was offset by a deferred tax benefit for future alternative minimum tax credits. The Company recognized a benefit from income taxes of $1.5 million and $1.4 million for the three and six months ended June 30, 2022, respectively.

The Company continues to maintain a full valuation allowance on all domestic net deferred tax assets based on numerous factors including estimated future taxable income and historic profitability.

The Company had no material uncertain tax positions as of the period ended June 30, 2023 nor does it expect a substantial increase in the next 12 months. If applicable, the Company recognizes interest and penalties related to uncertain tax positions in the income tax provision.

The U.S. is the Company’s only material tax jurisdiction. The Company is generally no longer subject to U.S. federal examination by the Internal Revenue Service (“IRS”) for years before 2015. The IRS and state taxing authorities can subject the Company to audit dating back to 2012 when the Company begins to utilize its net operating loss carryforwards.

10. Net Loss Per Share Attributable to Compass, Inc.

The Company computes net loss per share under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to Compass, Inc. will be the same for Class A common stock, Class B common stock and Class C common stock on an individual or combined basis.

The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to Compass, Inc.	$	(47.8)	$	(101.2)	$	(198.2)	$	(289.2)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted	460,960,349		427,987,083		455,538,666		421,719,718
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.10)	$	(0.24)	$	(0.44)	$	(0.69)

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The following participating securities were excluded from the computation of diluted net loss per share attributable to Compass, Inc. for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Outstanding stock options	43,058,642	49,893,318	43,058,642	49,893,318
Outstanding RSUs	48,872,402	59,738,313	48,872,402	59,738,313
Shares subject to the Employee Stock Purchase Plan	562,163	1,521,265	562,163	1,521,265
Unvested early exercised stock options	40,980	657,100	40,980	657,100
Unvested common stock	—	173,612	—	173,612
Total	92,534,187	111,983,608	92,534,187	111,983,608

11. Compass Concierge Receivables and Allowance for Credit Losses

In 2018, the Company launched the Compass Concierge Program for home sellers who have engaged Compass as their exclusive listing agent. The initial program was based on a services model (“Concierge Classic”) provided by Compass Concierge, LLC (“Compass Concierge”), which included items such as consultation on suggested cosmetic updates or modifications to a specific property or guidance on securing licensed contractors or vendors to perform non-structural property improvements. The Concierge Classic program provided for the payment of the up-front costs of specified home improvement services provided by unrelated vendors. During 2022, the Company substantially ceased providing new payments under the Concierge Classic program.

In 2019, the Compass Concierge Program was expanded to include a loan program underwritten by an independent third-party lender (the “Lender”) through a commercial arrangement with Compass Concierge (“Concierge Capital”). Under the Concierge Capital program, the Lender originates and services unsecured consumer loans to home sellers following its independent underwriting process pursuant to program-level criteria provided by the Company. Pursuant to the Company’s agreement with the Lender, the consumer loans are unsecured, interest-free and have no associated fees except for late fees that the Lender may charge in its sole discretion. The Company has no right or obligation with respect to any individual consumer loan originated by the Lender. Under the agreement, the Company has repayment rights against the Lender in connection with a corporate loan.

Payment to the Company for these services under the Concierge Classic program or repayment of the loan funds under the Concierge Capital program is due upon the earlier of a successful home sale, the termination of the listing agreement or one year from the date in which costs were originally funded. Compass Concierge receivables (“Concierge Receivables”) are stated at the amount advanced to the home sellers, net of an estimated allowance for credit losses (“ACL”) in the accompanying condensed consolidated balance sheets. For the three and six months ended June 30, 2023 and 2022, the Company did not recognize any revenue or earn any fees from the Compass Concierge Program. The Company incurs service fees payable to the Lender and incurs bad debt expense in connection with the Compass Concierge Program.

The Company manages its credit risk by establishing a comprehensive credit policy for the approval of new loans while monitoring and reviewing the performance of its existing Concierge Receivables. Factors considered include but are not limited to:

•No negative liens or judgements on the property;

•Seller’s available equity on the property;

•Loan to listing price ratio;

•FICO score (only for Concierge Capital program); and

•Macroeconomic conditions.

Credit Quality

The Company monitors credit quality by evaluating various attributes and utilizes such information in its evaluation of the appropriateness of the ACL. Based on the Company’s experience, the key credit quality indicator is whether the underlying properties associated with the Concierge Receivables will be sold or not. Concierge Receivables associated with properties that are eventually sold have a lower credit risk than those that are associated with properties that are not sold. As of

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June 30, 2023 and December 31, 2022, the amount of outstanding Concierge Receivables related to unsold properties was approximately 96% and 98%, respectively. For Concierge Receivables where repayments have not been triggered (i.e., earlier of (i) sale of the property, (ii) termination of a listing agreement or (iii) 12 months from the date costs were originally funded), the Company establishes an estimate as to the percentage of underlying properties that will be sold based on historical data. This estimate is updated as of the end of each reporting period.

Allowance for Credit Losses

The Company maintains an ACL for the expected credit losses over the contractual life of the Concierge Receivables. The amount of ACL is based on ongoing, quarterly assessments by management. Historical loss experience is generally the starting point when the Company estimates the expected credit losses. The Company then considers whether (i) current conditions and economic conditions, (ii) future economic conditions and (iii) any potential changes in the Compass Concierge Program that are reasonable and supportable would impact its ACL. The following table summarizes the activity of the ACL for Concierge Receivables for the three and six months ended June 30, 2023 (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Beginning of period	$	14.2	$	14.7
Allowances	0.3		0.5
Net write-offs and other	(0.3)		(1.0)
End of period	$	14.2	$	14.2

Aging Status

The Company generally considers Concierge Receivables to be past due after being outstanding for over 30 days after the initial billing. Changes in the Company’s estimate to the ACL are recorded through bad debt expense as Sales and marketing expense in the condensed consolidated statements of operations and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table presents the aging analysis of Concierge Receivables as of June 30, 2023 (in millions):


	June 30, 2023
Current	$	41.7
31-90 days past due	3.2
Over 90 days past due	5.7
Total	$	50.6

12. Restructuring Activities

During the year ended December 31, 2022, the Company enacted certain workforce reductions, wound down Modus and terminated certain of its operating leases. The workforce reductions were part of a broader plan by the Company to take meaningful actions to improve the alignment between the Company’s organizational structure and its long-term business strategy, drive cost efficiencies enabled by the Company’s technology and other competitive advantages and continue to drive toward profitability and positive free cash flow. In addition to the workforce reductions, restructuring actions have included and are expected to include, but not be limited to, a reduction in U.S. hiring and backfills resulting from attrition; a reduction in spend through third-party vendors; eliminating the use of incentives when recruiting new agents and reducing incentives for existing agents; a planned slow down in M&A activity and new market expansion; and a review of occupancy costs with a view to consolidating offices and reducing related costs.

During the three months ended March 31, 2023, the Company implemented a further workforce reduction. During the three months ended June 30, 2023, the Company took actions to reduce its occupancy costs, the most significant being the scaling down of its New York administrative office. For the three and six months ended June 30, 2023, the Company incurred restructuring costs of $15.9 million and $26.0 million, respectively, in connection with these actions. These costs are a result of severance and other termination benefits for employees whose roles were eliminated and lease termination costs as a result of the accelerated amortization of various right-of-use assets and other lease-related costs. These expenses have been presented within the Restructuring costs line in the condensed consolidated statements of operations. The Company incurred additional non-cash charges of approximately $1.4 million and $5.3 million for the three and six months

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ended June 30, 2023, respectively, associated with the write-down of fixed assets for certain real estate leases that have been exited, or partially exited. These costs have been included within the Depreciation and amortization line in the condensed consolidated statements of operations.

The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and six months ended June 30, 2023 (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Severance related personnel costs	$	—	$	8.9
Lease termination costs	15.9		17.1

Write-down of fixed assets	1.4		5.3

Total expense	$	17.3	$	31.3

The total costs incurred in connection with the Company's restructuring activities taken during the three and six months ended June 30, 2023 were included in the condensed consolidated statements of operations as follows (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Restructuring costs	$	15.9	$	26.0
Depreciation and amortization	1.4		5.3
Total expense	$	17.3	$	31.3

The following table summarizes the estimated timing of the Company's future lease and lease-related payments, net of amounts contractually subleased, related to restructuring activities for lease termination costs as of June 30, 2023 (in millions):


	Payment Due by Period
Remaining 2023	$	7.7
2024	13.9
2025	6.7
2026	2.8
Thereafter	1.6
Total	$	32.7

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2022 included in the 2022 Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause or contribute to these differences include, but are not limited to, those discussed in the section entitled “Special Note Regarding Forward-Looking Statements”. You should review the disclosure under the section entitled “Risk Factors” in Part I, Item 1A, “Risk Factors” in our 2022 Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

OVERVIEW

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 operations, financial condition and changes in our results of operations and financial condition. Our MD&A is organized as follows:

•Introduction. This section provides a general description of our company and its business, recent developments affecting our company 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 June 30, 2023.

•Critical Accounting Estimates and Policies. This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

•Recent Accounting Pronouncements. This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

INTRODUCTION

Our Company

Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors of the Company approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc.

Our Business and Business Model

We are a residential real estate brokerage that provides an end-to-end platform of software, services and support to empower our residential real estate agents to deliver exceptional service to seller and buyer clients. Real estate agents are themselves business owners, and Compass agents utilize the platform to grow their respective businesses, save time and manage their business more effectively. Our 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 and enabling our core brokerage services. Our platform also uses proprietary data, analytics, artificial intelligence and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients.

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Our business model is directly aligned with the success of our agents. We attract agents to our brokerage and partner with them as independent contractors that affiliate their real estate licenses with us, operating their businesses on our platform and under our brand. We currently generate substantially all of our revenue from commissions paid to us by our agents' clients at the time that a home is transacted on our platform, which agents use to assist home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, such as title, escrow and mortgage. While adjacent services comprise a small portion of our revenue to date, we believe we are well-positioned to capture meaningful revenue from adjacent services as we continue to diversify our offerings within the real estate ecosystem.

Update Related to the Restructuring Activities

During the year ended December 31, 2022, we enacted certain workforce reductions, wound down Modus and terminated certain of our operating leases. The workforce reductions were part of a broader plan by us to take meaningful actions to improve the alignment between our organizational structure and long-term business strategy, drive cost efficiencies enabled by our technology and other competitive advantages and continue to drive toward profitability and positive free cash flow. In addition to the aforementioned workforce reductions, restructuring actions have included and are expected to include, but not be limited to, a reduction in U.S. hiring and backfills resulting from attrition; a reduction in spend through third-party vendors; eliminating the use of incentives when recruiting new agents and reducing incentives for existing agents; a planned slow down in M&A activity and new market expansion; and a review of occupancy costs with a view to consolidating offices and reducing related costs.

During the three months ended March 31, 2023, we implemented a further workforce reduction. During the three months ended June 30, 2023, we took actions to reduce our occupancy costs, the most significant being the scaling down of our New York administrative office. For the three and six months ended June 30, 2023, we incurred restructuring costs of $15.9 million and $26.0 million, respectively, in connection with these actions. These costs are a result of severance and other termination benefits for employees whose roles are being eliminated and lease termination costs as a result of the accelerated amortization of various right-of-use assets and other lease-related costs. These expenses have been presented within the Restructuring costs line in the condensed consolidated statements of operations. We incurred additional non-cash charges of approximately $1.4 million and $5.3 million for the three and six months ended June 30, 2023, respectively, associated with the write-down of fixed assets for certain real estate leases that have been exited, or partially exited. These costs have been included within the Depreciation and amortization line in the condensed consolidated statements of operations.

Operational Highlights for the Three Months Ended June 30, 2023

We continue to attract and retain the most talented agents to our platform, which is critical to our long-term success. We grow our revenue by attracting high-performing agents looking to grow their business and increasing the productivity of our agents. While we are not investing in technology at the same rate as in the past, we continue to invest in our proprietary, integrated platform designed for real estate agents, to enable them to grow their business and save them time and money. This value proposition allows us to recruit more agents, help them grow their business and retain them on our platform at industry leading retention rates.

We had over 28,000 agents on our platform as of June 30, 2023. 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.

For the three months ended June 30, 2023, the Average Number of Principal Agents1 was 13,633, an increase of 429, or 3.2%, from the three months ended June 30, 2022. The principal agent additions came in both new and existing markets.

During the three months ended June 30, 2023, our agents closed 54,207 Total Transactions, a decrease of 18.9% when compared to the three months ended June 30, 2022. The decline was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market. See the section entitled “Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business” for more details surrounding these macroeconomic conditions.

1 During the first quarter of 2023, the Company began to utilize an updated methodology for tracking and reporting its agent statistics. The Company's Average Number of Principal Agents and year over year growth reported in this Form 10-Q is based on the updated methodology.

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Our Gross Transaction Value for the three months ended June 30, 2023 was $56.8 billion, a decrease of 26.0% when compared to the three months ended June 30, 2022. 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 seasonality and the aforementioned macroeconomic factors.

For the three months ended June 30, 2023, our Gross Transaction Value represented 4.6% of residential real estate transacted in the U.S., compared to 4.9% for the three months ended June 30, 2022. The second quarter's market share represents a 13 basis point increase sequentially from the three months ended March 31, 2023. We calculate our national 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.

For the definitions of Average Number of Principal Agents, Total Transactions and Gross Transaction Value please refer to the section entitled “Key Business Metrics” included elsewhere in this Quarterly Report.

Seasonality and Cyclicality

The residential real estate market is seasonal, which directly impacts our agents’ businesses. While individual markets may vary, transaction volume is typically highest in spring and summer, and then declines gradually in late fall and winter. We experience the most significant financial effect from this seasonality in the first and fourth quarters of each year, when our revenue is typically lower relative to the second and third quarters. The effect of this seasonality on our revenue has a larger effect on our results of operations as many of our operating expenses (excluding commissions) are somewhat fixed in nature and do not vary directly in line with our revenue. We believe that this seasonality has affected and will continue to affect our quarterly results; however, to date its effect may have been masked by our rapid growth during the year ended December 31, 2021 and the impact of changes in macroeconomic conditions experienced during the year ended December 31, 2022 and the six months ended June 30, 2023.

The broader residential real estate industry is cyclical, and individual markets can have their own dynamics that diverge from broad market conditions. The real estate industry can be impacted by the strength or weakness of the economy, changes in interest rates or mortgage lending standards, or extreme economic or political conditions. Our revenue growth rate tends to increase as the real estate industry performs well and to decrease when the real estate industry performs poorly.

Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business

Throughout 2022 and through the second quarter of 2023, a number of macroeconomic conditions contributed to the slowdown in the U.S. residential real estate market, impacting our business and financial results during the year ended December 31, 2022 and the six months ended June 30, 2023. These conditions include, but are not limited to, the conflict in Ukraine, volatility in the U.S. equity markets, rising inflation, rapidly rising mortgage interest rates, and the Federal Reserve Board increasing the federal funds rate by an aggregate of 5.25% through July 2023 with possible further increases throughout the year. These conditions have contributed toward slowed consumer demand and declining home affordability and began to have an impact on price appreciation. Any further slowdown or additional challenging conditions in the U.S. residential real estate market could have a significant impact on our business and financial results in the third quarter of 2023 and beyond. While we continue to assess the effects of the current slowdown on our business and financial results, the ultimate impact will depend on future developments, which are highly uncertain and difficult to predict, as well as the actions that we have taken, or will take, to minimize any current and future impact.

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RESULTS OF OPERATIONS

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


	Three Months Ended June 30,								Six Months Ended June 30,
	2023				2022				2023				2022
	(in millions, except percentages)
Revenue	$	1,494.0	100.0	%	$	2,020.1	100.0	%	$	2,451.2	100.0	%	$	3,417.1	100.0	%
Operating expenses:
Commissions and other related expense (1)	1,224.0		81.9		1,652.9		81.8		2,014.9		82.2		2,799.3		81.9
Sales and marketing (1)	113.3		7.6		154.9		7.7		228.6		9.3		299.9		8.8
Operations and support (1)	83.0		5.6		104.9		5.2		164.1		6.7		213.8		6.3
Research and development (1)	45.4		3.0		107.2		5.3		94.3		3.8		215.4		6.3
General and administrative (1)	34.7		2.3		55.2		2.7		69.1		2.8		110.5		3.2
Restructuring costs	15.9		1.1		18.9		0.9		26.0		1.1		18.9		0.6
Depreciation and amortization	22.3		1.5		25.4		1.3		47.2		1.9		44.1		1.3
Total operating expenses	1,538.6		103.0		2,119.4		104.9		2,644.2		107.9		3,701.9		108.3
Loss from operations	(44.6)		(3.0)		(99.3)		(4.9)		(193.0)		(7.9)		(284.8)		(8.3)
Investment income, net	2.5		0.2		0.3		—		5.4		0.2		0.4		—
Interest expense	(4.1)		(0.3)		(0.7)		—		(7.3)		(0.3)		(1.4)		—
Loss before income taxes and equity in loss of unconsolidated entity	(46.2)		(3.1)		(99.7)		(4.9)		(194.9)		(8.0)		(285.8)		(8.4)
Income tax benefit	—		—		1.5		0.1		—		—		1.4		—
Equity in loss of unconsolidated entity	(0.7)		—		(2.9)		(0.1)		(2.2)		(0.1)		(5.0)		(0.1)
Net loss	(46.9)		(3.1)		(101.1)		(5.0)		(197.1)		(8.0)		(289.4)		(8.5)
Net (income) loss attributable to non-controlling interests	(0.9)		(0.1)		(0.1)		—		(1.1)		—		0.2		—
Net loss attributable to Compass, Inc.	$	(47.8)	(3.2	%)	$	(101.2)	(5.0	%)	$	(198.2)	(8.1	%)	$	(289.2)	(8.5	%)

(1)Includes stock-based compensation expense as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Commissions and other related expense	$	—	$	6.4	$	11.6	$	23.4
Sales and marketing	9.0		11.2		17.6		21.9
Operations and support	4.1		4.1		7.1		8.4
Research and development	12.6		18.9		23.0		35.8
General and administrative	13.3		18.6		24.6		33.5
Total stock-based compensation expense	$	39.0	$	59.2	$	83.9	$	123.0

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Comparison of the Three and Six Months Ended June 30, 2023 and 2022

Revenue


	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
	(in millions, except percentages)
Revenue	$	1,494.0	$	2,020.1	$	(526.1)	(26.0	%)	$	2,451.2	$	3,417.1	$	(965.9)	(28.3	%)

Revenue was $1,494.0 million and $2,451.2 million during the three and six months ended June 30, 2023, a decrease of $526.1 million, or 26.0%, and $965.9 million, or 28.3%, compared to the prior year periods, respectively. The decrease for the three and six months ended June 30, 2023 was primarily driven by the macroeconomic conditions that contributed to the current slowdown in the U.S. residential real estate market, a lower volume of transactions and a decline in average transaction value, partially offset by an increase in the number of agents that joined our platform during 2022 and 2023. The Average Number of Principal Agents2 for the three and six months ended June 30, 2023 grew to 13,633 and 13,574, an increase of 3.2% and 4.4% from the year ago periods.

Operating Expenses

Commissions and other related expense


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Commissions and other related expense	$	1,224.0		$	1,652.9		$	(428.9)	(25.9	%)	$	2,014.9		$	2,799.3		$	(784.4)	(28.0	%)
Percentage of revenue	81.9		%	81.8		%					82.2		%	81.9		%

Commissions and other related expense was $1,224.0 million and $2,014.9 million during the three and six months ended June 30, 2023, a decrease of $428.9 million, or 25.9%, and $784.4 million, or 28.0%, compared to the prior year periods, respectively. Included in Commissions and other related expense were non-cash expenses related to stock-based compensation of $11.6 million for the six months ended June 30, 2023 and $6.4 million and $23.4 million for the three and six months ended June 30, 2022, respectively. The decline in stock-based compensation expense for the three and six months ended June 30, 2023 when compared to the prior year periods was due the discontinuation of the Agent Equity Program in 2023. Commissions and other related expense excluding such non-cash stock-based compensation expense was $1,224.0 million, or 81.9% of revenue, and $2,003.3 million, or 81.7% of revenue, for the three and six months ended June 30, 2023 and $1,646.5 million, or 81.5% of revenue, and $2,775.9 million, or 81.2% of revenue, for the three and six months ended June 30, 2022, respectively. The decrease in absolute dollars of Commission and other related expense, excluding non-cash stock-based compensation, for the three and six months ended June 30, 2023 when compared to the prior year periods was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market. The unfavorable increase in Commissions and other related expense, excluding non-cash stock-based compensation expense, expressed as a percentage of revenue in the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022, was due to there being no Agent Equity Program contributions in the current year periods as the Agent Equity Program was discontinued for 2023. Excluding the impact of $16.3 million and $28.1 million in Agent Equity Program contributions made during the three and six months ended June 30, 2022, respectively, Commissions and other related expense for the three and six months ended June 30, 2023 improved by 38 and 33 basis points, respectively, when compared to the year ago periods.

2 During the first quarter of 2023, the Company began to utilize an updated methodology for tracking and reporting its agent statistics. The Company's Average Number of Principal Agents and year over year growth reported in this Form 10-Q is based on the updated methodology.

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Sales and marketing


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Sales and marketing	$	113.3		$	154.9		$	(41.6)	(26.9	%)	$	228.6		$	299.9		$	(71.3)	(23.8	%)
Percentage of revenue	7.6		%	7.7		%					9.3		%	8.8		%

Sales and marketing expense was $113.3 million and $228.6 million during the three and six months ended June 30, 2023, a decrease of $41.6 million, or 26.9%, and $71.3 million, or 23.8%, compared to the prior year periods, respectively. Included in Sales and marketing expense were non-cash expenses related to stock-based compensation of $9.0 million and $17.6 million for the three and six months ended June 30, 2023 and $11.2 million and $21.9 million for the three and six months ended June 30, 2022, respectively. The decrease in stock-based compensation expense during the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022 was due to lower headcount resulting from the aforementioned workforce reductions. Sales and marketing expense, excluding non-cash stock-based compensation expense, was $104.3 million, or 7.0% of revenue, and $211.0 million, or 8.6% of revenue, for the three and six months ended June 30, 2023 and $143.7 million, or 7.1% of revenue, and $278.0 million, or 8.1% of revenue, for the three and six months ended June 30, 2022, respectively. The decrease in absolute dollars, excluding non-cash stock-based compensation expense, during the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022 was primarily due to a decrease in compensation and other personnel-related costs due to decreased headcount. Sales and marketing expense, excluding non-cash stock-based compensation expense, expressed as a percentage of revenue for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 was relatively flat. The unfavorable increase in Sales and marketing expense, excluding non-cash stock-based compensation expense, expressed as a percentage of revenue for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was primarily driven by a decrease in revenue for the six months ended June 30, 2023 compared to the year ago period.

Operations and support


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Operations and support	$	83.0		$	104.9		$	(21.9)	(20.9	%)	$	164.1		$	213.8		$	(49.7)	(23.2	%)
Percentage of revenue	5.6		%	5.2		%					6.7		%	6.3		%

Operations and support expense was $83.0 million and $164.1 million during the three and six months ended June 30, 2023, a decrease of $21.9 million, or 20.9%, and $49.7 million, or 23.2%, compared to the prior year periods, respectively. Included in Operations and support expense were non-cash expenses related to stock-based compensation of $4.1 million and $7.1 million for the three and six months ended June 30, 2023 and $4.1 million and $8.4 million for the three and six months ended June 30, 2022, respectively. The decrease in stock-based compensation expense during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was due to lower headcount resulting from the aforementioned workforce reductions. Operations and support expense, excluding such non-cash stock-based compensation expense, was $78.9 million, or 5.3% of revenue, and $157.0 million, or 6.4% of revenue, for the three and six months ended June 30, 2023 and $100.8 million, or 5.0% of revenue, and $205.4 million, or 6.0% of revenue, for the three and six months ended June 30, 2022, respectively. The decrease in absolute dollars, excluding such non-cash stock-based compensation expense, during the three and six months ended June 30, 2023 was primarily driven by a decrease in compensation and other personnel-related costs due to decreased headcount. The increase in Operations and support expense, excluding such non-cash stock-based compensation expense, as a percentage of revenue for the three and six months ended June 30, 2023 was primarily driven by a decrease in revenue for the three and six months ended June 30, 2023 compared to the year ago periods.

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Research and development


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Research and development	$	45.4		$	107.2		$	(61.8)	(57.6	%)	$	94.3		$	215.4		$	(121.1)	(56.2	%)
Percentage of revenue	3.0		%	5.3		%					3.8		%	6.3		%

Research and development expense was $45.4 million and $94.3 million during the three and six months ended June 30, 2023, a decrease of $61.8 million, or 57.6%, and $121.1 million, or 56.2%, compared to the prior year periods, respectively. Included in Research and development expense were non-cash expenses related to stock-based compensation of $12.6 million and $23.0 million for the three and six months ended June 30, 2023 and $18.9 million and $35.8 million for the three and six months ended June 30, 2022, respectively. The decrease in stock-based compensation expense for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022 was primarily driven by workforce reductions taken in connection with our restructuring activities. Research and development expense, excluding such non-cash stock-based compensation expense, was $32.8 million, or 2.2% of revenue, and $71.3 million, or 2.9% of revenue, for the three and six months ended June 30, 2023 and $88.3 million, or 4.4% of revenue, and $179.6 million, or 5.3% of revenue, for the three and six months ended June 30, 2022, respectively. The decrease in Research and development expense, excluding non-cash stock-based compensation expense, in absolute dollars and as a percentage of revenue during the three and six months ended June 30, 2023 was primarily driven by lower research and development related headcount resulting from our aforementioned workforce reductions and other cost reduction initiatives.

General and administrative


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
General and administrative	$	34.7		$	55.2		$	(20.5)	(37.1	%)	$	69.1		$	110.5		$	(41.4)	(37.5	%)
Percentage of revenue	2.3		%	2.7		%					2.8		%	3.2		%

General and administrative expense was $34.7 million and $69.1 million during the three and six months ended June 30, 2023, a decrease of $20.5 million, or 37.1%, and $41.4 million, or 37.5%, compared to the prior year periods, respectively. General and administrative expense includes non-cash expenses related to stock-based compensation of $13.3 million and $24.6 million for the three and six months ended June 30, 2023 and $18.6 million and $33.5 million for the three and six months ended June 30, 2022, respectively. The decrease in stock-based compensation expense for the three and six months ended June 30, 2023 as compared to the year ago periods was primarily due to decreased expense for awards resulting from decreased headcount. General and administrative expense, excluding such non-cash stock-based compensation expense, was $21.4 million, or 1.4% of revenue, and $44.5 million, or 1.8% of revenue, for the three and six months ended June 30, 2023 and $36.6 million, or 1.8% of revenue, and $77.0 million, or 2.3% of revenue, for the three and six months ended June 30, 2022, respectively. The decrease in absolute dollars and as a percentage of revenue, excluding such non-cash stock-based compensation expense, during the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022 was primarily driven by lower headcount resulting from our aforementioned workforce reductions and other cost reduction initiatives.

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Restructuring costs


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Restructuring costs	$	15.9		$	18.9		$	(3.0)	(15.9	%)	$	26.0		$	18.9		$	7.1	37.6	%
Percentage of revenue	1.1		%	0.9		%					1.1		%	0.6		%

Restructuring costs in the three and six months ended June 30, 2023 primarily consisted of costs associated with workforce reduction actions and lease terminations. Restructuring costs in the three and six months ended June 30, 2022 primarily consisted of costs associated with a workforce reduction plan and a wind-down of Modus Technologies, Inc., a wholly-owned title and escrow software company. See Note 12 - "Restructuring Activities" in our condensed consolidated financial statements included elsewhere in this Quarterly Report, for more information.

Depreciation and amortization


	Three Months Ended June 30,										Six Months Ended June 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(in millions, except percentages)
Depreciation and amortization	$	22.3		$	25.4		$	(3.1)	(12.2	%)	$	47.2		$	44.1		$	3.1	7.0	%
Percentage of revenue	1.5		%	1.3		%					1.9		%	1.3		%

Depreciation and amortization expense decreased by $3.1 million, or 12.2%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 and increased $3.1 million, or 7.0%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase for the six months ended June 30, 2023 was primarily driven by $5.3 million related to acceleration of depreciation for fixed assets, including leasehold improvements, furniture and fixtures related to office leases we have exited during the period. See Note 12 - "Restructuring Activities" in our condensed consolidated financial statements included elsewhere in this Quarterly Report, for more information. This increase was partially offset by a decline in recent capital expenditures which impacted both the three and six months ended June 30, 2023 when compared to the three and six months ended June 30, 2022.

Investment income, net


	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
	(in millions, except percentages)
Investment income, net	$	2.5	$	0.3	$	2.2	733.3	%	$	5.4	$	0.4	$	5.0	1250.0	%

Investment income, net increased during the three and six months ended June 30, 2023 as a result of increased average interest rates on our short-term interest-bearing investments as compared to the year ago period.

Interest expense


	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
	(in millions, except percentages)
Interest expense	$	(4.1)	$	(0.7)	$	(3.4)	485.7	%	$	(7.3)	$	(1.4)	$	(5.9)	421.4	%

Interest expense was $4.1 million and $7.3 million for the three and six months ended June 30, 2023, respectively. The increase was primarily driven by the interest expense incurred on both our Concierge Facility and Revolving Credit Facility as a result of higher balances outstanding on these credit facilities and higher average interest rates on our debt facilities.

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Income tax benefit


	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
	(in millions, except percentages)
Income tax benefit	$	—	$	1.5	$	(1.5)	(100.0	%)	$	—	$	1.4	$	(1.4)	(100.0	%)

For the three and six months ended June 30, 2023, Income tax benefit decreased by $1.5 million and $1.4 million when compared to the three and six months ended June 30, 2022, respectively. These decreases resulted from a reduction in current year acquisition-related activities.

Equity in loss of unconsolidated entity


	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
	(in millions, except percentages)
Equity in loss of unconsolidated entity	$	(0.7)	$	(2.9)	$	2.2	(75.9	%)	$	(2.2)	$	(5.0)	$	2.8	(56.0	%)

During the three and six months ended June 30, 2023, Equity in losses of unconsolidated entity was $0.7 million and $2.2 million, respectively, from our mortgage joint venture, which was formed in July 2021.

KEY BUSINESS METRICS AND NON-GAAP FINANCIAL MEASURES

In addition to the measures presented in our condensed consolidated financial statements, we use the following key business metrics and non-GAAP financial measures to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total Transactions	54,207		66,846		90,093		114,213
Gross Transaction Value (in billions)	$	56.8	$	76.8	$	93.4	$	130.5
Average Number of Principal Agents(1)	13,633		13,204		13,574		12,999
Net loss attributable to Compass, Inc. (in millions)	$	(47.8)	$	(101.2)	$	(198.2)	$	(289.2)
Net loss attributable to Compass, Inc. margin	(3.2%)		(5.0%)		(8.1%)		(8.5%)
Adjusted EBITDA(2) (in millions)	$	30.1	$	4.2	$	(37.0)	$	(92.5)
Adjusted EBITDA margin(2)	2.0%		0.2%		(1.5%)		(2.7%)

(1)During the first quarter of 2023, the Company began to utilize an updated methodology for tracking and reporting its agent statistics. The Company's Average Number of Principal Agents reported in this Quarterly Report is based on the updated methodology.

(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.

Key Business Metrics

Total Transactions

Total Transactions is a key measure of the scale of our platform, which drives our financial performance. We define Total Transactions as the sum of all transactions closed on our platform in which our agent represented the buyer or seller in the purchase or sale of a home. We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction. This metric excludes rental transactions.

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Our Total Transactions for the three months ended June 30, 2023 declined to 54,207, or 18.9%, and declined as well for the six months ended June 30, 2023 to 90,093, or 21.1%, from the year ago periods. The declines for the three and six months ended June 30, 2023 were primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market.

Gross Transaction Value

Gross Transaction Value is a key measure of the scale of our platform and success of our agents, which ultimately impacts revenue. Gross Transaction Value is the sum of all closing sale prices for homes transacted by agents on our platform. We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction. This metric excludes rental transactions.

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 seasonality and macroeconomic factors.

Our Gross Transaction Value for the three and six months ended June 30, 2023 was $56.8 billion and $93.4 billion, representing decreases of 26.0% and 28.4% from the year ago periods, respectively. The declines for the three and six months ended June 30, 2023 were primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market.

Average Number of Principal Agents

The Average Number of Principal Agents represents the number of agents who are leaders of their respective agent teams or individual agents operating independently on our platform during a given period. The Average Number of Principal Agents is an indicator of the potential future growth of our business, as well as the size and strength of our platform. This figure is calculated by taking the average of the number of principal agents at the end of each month included in the period. We use the Average Number of Principal Agents, in combination with our other key metrics such as Total Transactions and Gross Transaction Value, as a measure of agent productivity.

Our Average Number of Principal Agents for the three and six months ended June 30, 2023 was 13,633 and 13,574, representing an increase of 3.2% and 4.4% from the year ago periods, respectively. During the first quarter of 2023, we began to utilize an updated methodology for tracking and reporting our agent statistics. Our Average Number of Principal Agents reported in this Quarterly Report is based on the updated methodology. Our principal agents generate revenue across a diverse set of real estate markets in the U.S.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA margin

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, income tax (expense) benefit and other items. During the periods presented, other items included (i) restructuring charges associated with lease termination and severance costs and (ii) acquisition-related expenses related to adjustments to the fair value of contingent consideration and other forms of acquisition consideration. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

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

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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.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss attributable to Compass, Inc.	$	(47.8)		$	(101.2)		$	(198.2)		$	(289.2)
Adjusted to exclude the following:
Depreciation and amortization	22.3			25.4			47.2			44.1
Investment income, net	(2.5)			(0.3)			(5.4)			(0.4)
Interest expense	4.1			0.7			7.3			1.4
Stock-based compensation	39.0			59.2			83.9			123.0
Income tax benefit	—			(1.5)			—			(1.4)
Restructuring costs	15.9			18.9			26.0			18.9
Acquisition-related expenses(1)	(0.9)			3.0			2.2			11.1

Adjusted EBITDA	$	30.1		$	4.2		$	(37.0)		$	(92.5)
Net loss attributable to Compass, Inc. margin	(3.2		%)	(5.0		%)	(8.1		%)	(8.5		%)
Adjusted EBITDA margin	2.0		%	0.2		%	(1.5		%)	(2.7		%)

(1)Includes adjustments related to the change in fair value of contingent consideration and other adjustments related to acquisition consideration. See Note 3 - "Acquisitions" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Adjusted EBITDA was income of $30.1 million and $4.2 million during the three months ended June 30, 2023 and 2022, respectively. Adjusted EBITDA was a loss of $37.0 million and $92.5 million during the six months ended June 30, 2023 and 2022, respectively. The increase in Adjusted EBITDA during the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022 was primarily a result of the impact of our workforce reductions and cost reduction initiatives outpacing the impact of a slow down in revenue resulting from the current macroeconomic conditions impacting the U.S. residential real estate market as described in more detail under the section entitled “Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business”.

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 certain Operating expenses related financial statement line items contained within the accompanying condensed consolidated statements of operations elsewhere in this Quarterly Report are impacted by the items excluded from Adjusted EBITDA (in millions):



	Three Months Ended June 30, 2023
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	1,224.0	$	113.3	$	83.0	$	45.4	$	34.7
Adjusted to exclude the following:
Stock-based compensation	—		(9.0)		(4.1)		(12.6)		(13.3)
Acquisition-related expenses	—		—		0.9		—		—

Non-GAAP Basis	$	1,224.0	$	104.3	$	79.8	$	32.8	$	21.4

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	Three Months Ended June 30, 2022
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	1,652.9	$	154.9	$	104.9	$	107.2	$	55.2
Adjusted to exclude the following:
Stock-based compensation	(6.4)		(11.2)		(4.1)		(18.9)		(18.6)
Acquisition-related expenses	—		—		(3.0)		—		—

Non-GAAP Basis	$	1,646.5	$	143.7	$	97.8	$	88.3	$	36.6


	Six Months Ended June 30, 2023
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	2,014.9	$	228.6	$	164.1	$	94.3	$	69.1
Adjusted to exclude the following:
Stock-based compensation	(11.6)		(17.6)		(7.1)		(23.0)		(24.6)
Acquisition-related expenses	—		—		(2.2)		—		—

Non-GAAP Basis	$	2,003.3	$	211.0	$	154.8	$	71.3	$	44.5


	Six Months Ended June 30, 2022
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	2,799.3	$	299.9	$	213.8	$	215.4	$	110.5
Adjusted to exclude the following:
Stock-based compensation	(23.4)		(21.9)		(8.4)		(35.8)		(33.5)
Acquisition-related expenses	—		—		(11.1)		—		—

Non-GAAP Basis	$	2,775.9	$	278.0	$	194.3	$	179.6	$	77.0

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have primarily generated negative cash flows from operations and have primarily financed our operations from net proceeds from the sale of convertible preferred stock and common stock. As of June 30, 2023, we had cash and cash equivalents of $335.4 million and an accumulated deficit of $2.4 billion.

We expect that operating losses and negative cash flows from operations may continue in certain periods in the foreseeable future as a result of the current slowdown in the U.S. residential real estate market as described in more detail under the section entitled “—Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business”. We believe our existing cash and cash equivalents, the Concierge Facility (which, as disclosed in the footnotes to the condensed consolidated financial statements, may be used to support our Compass Concierge Program) and the Revolving Credit Facility will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.

Our future capital requirements will depend on many factors, including, but not limited to, growth in the number of our agents and the associated costs to attract, support and retain them, our decision to resume expansion into new geographic markets, continued investment in adjacent services and other new revenue streams, future acquisitions, the timing of investments in technology and personnel to support the overall growth in our business and the extent and duration of the current and any future slowdown in the U.S. residential real estate market. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event that additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected. See the sections entitled “Risk Factors—Risks Related to Ownership of Our Class A Common Stock—We

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may need to raise additional capital to continue to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all” and “Risk Factors—Risks Related to Our Business and Operations—Covenants in our debt agreements may restrict our borrowing capacity or operating activities and adversely affect our financial condition” included in the 2022 Form 10-K.

Financial Obligations

See Note 5 - "Debt" in our condensed consolidated financial statements included elsewhere in this Quarterly Report, for information on our indebtedness as of June 30, 2023.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in millions):


	Six Months Ended June 30,
	2023		2022
Net cash used in operating activities	$	(2.2)	$	(120.3)
Net cash used in investing activities	(6.1)		(68.9)
Net cash (used in) provided by financing activities	(18.2)		1.4
Net decrease in cash and cash equivalents	$	(26.5)	$	(187.8)

Operating Activities

For the six months ended June 30, 2023, net cash used in operating activities was $2.2 million. The outflow was primarily due to a $197.1 million Net loss adjusted for $137.1 million of non-cash charges, partially offset by cash inflows due to changes in assets and liabilities of $57.8 million.

For the six months ended June 30, 2022, net cash used in operating activities was $120.3 million. The outflow was primarily due to a $289.4 million Net loss adjusted for $175.7 million of non-cash charges and cash outflows due to changes in assets and liabilities of $6.6 million.

Investing Activities

During the six months ended June 30, 2023, net cash used in investing activities was $6.1 million consisting of capital expenditures.

During the six months ended June 30, 2022, net cash used in investing activities was $68.9 million consisting of $41.4 million in capital expenditures, $15.0 million in payments for acquisitions, net of cash acquired and $12.5 million for investments in an unconsolidated entity. The investment in an unconsolidated entity represents our investment in our mortgage joint venture that we formed in 2021.

Financing Activities

During the six months ended June 30, 2023, net cash used in financing activities was $18.2 million primarily consisting of $10.3 million in taxes paid related to the net share settlement of equity awards, $10.2 million in payments related to acquisitions, including contingent consideration payments and $1.5 million in net payments on drawdowns and repayments on the Concierge Facility, partially offset by $2.9 million in proceeds from the exercise of stock options and $1.4 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan.

During the six months ended June 30, 2022, net cash provided by financing activities was $1.4 million, primarily consisting of $14.2 million in net proceeds from drawdowns and repayments on the Concierge Facility and $7.7 million in proceeds from the exercise of stock options, partially offset by $13.8 million in taxes paid related to net share settlement of equity awards and $6.7 million in payments related to acquisitions, including contingent consideration.

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Off-Balance Sheet Arrangements

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 $252.5 million and $136.7 million as of June 30, 2023 and December 31, 2022, respectively. We did not have any other off-balance sheet arrangements as of or during the periods presented.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Critical Accounting Estimates and Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates and therefore, if material, our future financial statements will be affected.

There have been no material changes to our critical accounting policies and estimates disclosed in our 2022 Form 10-K. For additional information about our critical accounting policies and estimates, see the disclosure included in our 2022 Form 10-K, as well as Note 1 and Note 2 to our condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report.

RECENT ACCOUNTING PRONOUNCEMENTS

For a description of our recently adopted accounting pronouncements and accounting pronouncements issued but not yet adopted, see Note 2 to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates or inflation.

Interest Rate Risk

Our cash and cash equivalents as of June 30, 2023 was $335.4 million. Certain of our cash and cash equivalents are interest-earning instruments that carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash and cash equivalents.

We are also subject to interest rate exposure on our Concierge Facility and Revolving Credit Facility. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. Borrowings under our Concierge Facility bear interest at the term SOFR rate plus a margin of 2.75%. As of June 30, 2023, we had a total outstanding balance of $30.4 million under the Concierge Facility. The interest rate on the Concierge Facility was 8.30% as of June 30, 2023. Our Revolving Credit Facility bears interest equal to a base rate plus a margin of 1.50%. As of June 30, 2023, we had a total outstanding balance of $150.0 million under the Revolving Credit Facility, which was fully repaid in July 2023. The interest rate on the Revolving Credit Facility was 8.43% as of June 30, 2023. Based on the amounts outstanding, a 100-basis point increase or decrease in market interest rates over a twelve-month period would not result in a material change to our interest expense.

Foreign Currency Exchange Risk

As our operations in India have been limited, and we do not maintain a significant balance of foreign currency, we do not currently face significant risk with respect to foreign currency exchange rates.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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 not effective as of June 30, 2023 due to the material weaknesses in our internal control over financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weaknesses in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and the dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with appropriate authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on its financial statements.

Management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in "Internal Control—Integrated Framework" (2013). Based on this assessment, management determined that the Company’s internal control over financial reporting as of June 30, 2023 was not effective due to the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

•We did not design or maintain an effective control environment as we lacked sufficient oversight of activities related to our internal control over financial reporting due to a lack of an appropriate level of experience and training commensurate with public company requirements. This material weakness resulted in our identification of the following additional material weaknesses;

•We did not maintain formal accounting policies and procedures, and did not design, document and maintain controls related to substantially all of our business processes to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries; and

•We did not design and maintain effective controls over information technology, or IT, general controls for information systems and applications that are relevant to the preparation of the consolidated financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately that are relevant to the preparation of our financial statements, (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, and (iv) testing and approval

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of controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies, when aggregated, could impact effective segregation of duties as well as the effectiveness of IT-dependent controls that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, our management has determined these deficiencies in the aggregate constitute a material weakness.

None of the material weaknesses described above resulted in a material misstatement to our annual or interim consolidated financial statements. However, each of the material weaknesses described above could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plans

To date, we have implemented certain measures to address the identified material weaknesses. These measures include adding personnel as well as improving our internal controls around financial systems and processes. We intend to continue to take steps to remediate the material weaknesses described above and further evolve our internal controls and processes. We will not be able to remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. The following remedial actions were taken through the years ended December 31, 2021 and 2022:

•hired a Vice President of Internal Audit to oversee our internal controls program and work with management in its design and implementation of internal control over financial reporting;

•developed detailed action plans to address control deficiencies identified across business processes and financial systems impacting our financial reporting;

•engaged a global accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting;

•evaluated our internal control over financial reporting with respect to design, implementation, and operating effectiveness;

•added key resources to the Internal Audit team, including an IT expert;

•formalized our accounting policies, including training relevant personnel, related to, but not limited to, account reconciliations and manual journal entries; and

•formalized IT procedures for key financial systems, including training relevant personnel, related to segregation of duties, user access, batch jobs, data backups, change management, and program development.

The following remedial actions were taken during the six months ended June 30, 2023:

•continued enhancing our IT general controls resources, including hiring a new Chief Information Security Officer ("CISO") and a new Sr. Manager of IT Risk & Compliance;

•added an internal controls testing team under the leadership of the Vice President of Internal Audit; and

•performed various trainings for control owners in preparation for 2023 SOX procedures.

The following are the remaining remedial actions that management plans to undertake during remainder of 2023:

•ensure that the IT general controls specific to all key systems supporting financial reporting, including user access reviews, are being consistently operated and evidenced such that persuasive evidence is obtained that our IT general controls are effective and sustainable;

•ensure that controls over key reports and data derived from systems supporting financial reporting are consistently evidenced;

•ensure controls are in place to address segregation of duties risks that could present a reasonable possibility of material misstatements; and

•ensure that sufficient evidence of operating effectiveness is consistently demonstrated and maintained for key business process controls.

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While we believe that these efforts will improve our internal control over financial reporting, the implementation of our remediation is ongoing and will require testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

We believe we have made substantial progress toward achieving effective internal control over financial reporting and disclosure controls and procedures. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control over Financial Reporting and Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information relating to legal proceedings contained in Note 6 to our condensed consolidated financial statements included elsewhere in this Quarterly Report is incorporated herein by this reference.

ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties, which could materially affect our business, results of operations, financial condition, future results, and the trading price of our common stock. You should read carefully the information appearing in Part I, Item 1A, Risk Factors in our 2022 Form 10-K. There have been no material changes to the risk factors set forth in our 2022 Form 10-K. However, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Unregistered Sales of Equity Securities

From April 1, 2023 through June 30, 2023, we offered, sold and issued the following unregistered securities:

(1) as previously disclosed in Form 4s filed with the Securities and Exchange Commission, Robert Reffkin, our founder and Chief Executive Officer, exchanged an aggregate of 240,592 shares of Class A common stock for an equivalent number of shares of Class C common stock pursuant to an Equity Exchange Right Agreement on April 4, 2023, May 2, 2023 and June 5, 2023.

The offer, sale and issuance of the securities described above were exempt from registration under the Securities Act in reliance upon Section 3(a)(9) and Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder) as transactions by an

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issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with the view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

On May 12, 2023, Gregory Hart, Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 606,034 shares of the Company’s common stock until July 2, 2024.

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ITEM 6. EXHIBITS

Exhibit Index

Incorporated by Reference

Filed or

Furnished

Herewith

Exhibit

Number

Description

Form

File No.

Exhibit

Filing

Date

10.1

Amendment No. 1 to the Second Amended and Restated Revolving Credit and Security Agreement among Compass Concierge SPV I, LLC, Barclays Bank PLC and the lenders party thereto, dated as of August 4, 2023

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

____________

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

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


	COMPASS, INC.

Date: August 8, 2023	By:	/s/ Robert Reffkin
		Robert Reffkin
		Chairman, Chief Executive Officer
		(Principal Executive Officer)

Date: August 8, 2023	By:	/s/ Kalani Reelitz
		Kalani Reelitz
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

Execution Version

AMENDMENT NO. 1

TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

This Amendment No. 1, dated as of August 4, 2023 (this "Amendment"), is among Compass Concierge SPV I, LLC, as Borrower (the "Borrower"), Compass Concierge, LLC, as Seller (the "Seller"), and Barclays Bank PLC, as Administrative Agent (in such capacity, the "Administrative Agent"), and as the sole Lender (in such capacity, the "Majority Lender" and, collectively with the Borrower, the Seller and the Administrative Agent, the "Parties"), amends the Second Amended and Restated Revolving Credit and Security Agreement, dated as of August 5, 2022 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the "Credit Agreement"), among the Parties. Any Capitalized terms used herein and not defined shall have the meaning assigned to it in Appendix A to the Credit Agreement (as amended by this Amendment).

1.The Appendix A to the Credit Agreement is, effective as of the data hereof (the "Effective Date"), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double underlined text) as reflected in the modifications identified in the document annexed hereto as Appendix A attached to this Amendment.

2.Exhibit D to the Credit Agreement is, effective as of the Effective Date, hereby deleted in its entirety and replaced with Exhibit D attached hereto.

3.The Administrative Agent and the Majority Lender hereby waive the notice requirement of Section 2.13 of the Credit Agreement.

4.Representations and Warranties.

(a)Each of the Borrower and the Seller affirms that the execution, delivery and performance of this Amendment and the performance by it of the Credit Agreement (as amended by this Amendment) have been duly authorized by all necessary action, and it has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement (as amended by this Amendment).

(b)Each of the Borrower and the Seller represents and warrants that this Amendment and the Credit Agreement (as amended by this Amendment) constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms thereof, except as enforcement may be limited by equitable principles (regardless of whether enforcement is sought in equity or at law) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

(c)Each of the Borrower and the Seller (with respect to itself) represents and warrants that the representations and warranties contained in Section 4.01 of the Credit Agreement are correct after giving effect to this Amendment on and as of the date hereof as though made on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date), and no Event of Default has occurred and is continuing on and as of the date hereof or would result from this Amendment becoming effective in accordance with its terms.

5.Each of the Borrower and the Seller acknowledges and agrees that this Amendment constitutes a "Facility Document" under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if any representation or warranty made by the Borrower or the Seller under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, subject to any exceptions and applicable cure periods under the Agreement.

6.The effectiveness of this Amendment is subject to receipt (whether by e-mail, facsimile or otherwise) by the Administrative Agent of counterparts of this Amendment executed by each of the other Parties hereto.

7.This Amendment may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. This Amendment, to the extent signed and delivered by means of email with PDF attachment or any electronic signature complying with the U.S. ESIGN Act of 2000, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

8.THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

9.The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.12, 11.13 and 11.14 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

10.Each of the Borrower and the Seller agrees to pay, jointly and severally, on demand all reasonable fees, and documented out-of-pocket costs and expenses of the Administrative Agent and the Majority Lender in connection with the preparation, execution and delivery of this Amendment.

11.This Amendment, the Credit Agreement, and the other documents referred to herein and therein constitute the entire agreement among the parties and contain all of the agreements among the parties with respect to the subject matter hereof and thereof as of the date

hereof and supersede all prior agreements and negotiations between the parties concerning the subject matter herein. To the extent that this Amendment conflicts in any manner with the Credit Agreement, this Amendment shall control. From and after the date hereof, all references in the Credit Agreement to the term this "Agreement" or in the Facility Documents to the "Credit Agreement" or , in each case, words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COMPASS CONCIERGE SPV I, LLC, as

Borrower

By: _/s/ Scott Wahlers________________
Name: Scott Wahlers
Title: Treasurer

COMPASS CONCIERGE, LLC,

as Seller

By: /s/ Scott Wahlers ________________
Name: Scott Wahlers
Title: Treasurer

[Signature Page to Amendment No.1 to 2nd A&R Credit Agreement (Compass)]

BARCLAYS BANK PLC,

as Administrative Agent and as Majority Lender

By: /s/ Jonathan Wu ________________
Name: Jonathan Wu
Title: Managing Director

[Signature Page to Amendment No.1 to 2nd A&R Credit Agreement (Compass)]

Appendix A

Amended Definitions to Credit Agreement

[See Attached]

Conformed Copy (August 4, 2023)

APPENDIX A

Definitions

"Acceptance List" has the meaning specified in Section 2.1 of the Transfer Agreement.

"Accepted Collections Policies" means the servicing policies of the Servicer with respect to the servicing and administration of the Notable Receivables following the related Loan's maturity date, which is in effect as of the date hereof and a current copy of which is attached as Exhibit A to the Servicing Agreement, as such policies may be amended, modified or supplemented from time to time in accordance with the terms of the Servicing Agreement.

"Accepted Servicing Policies" means the servicing policies of the Servicer with respect to the servicing and administration of the Notable Receivables prior to the related Loan's maturity date, which is in effect as of the date hereof and a current copy of which is attached as Exhibit B to the Servicing Agreement, as such policies may be amended, modified or supplemented from time to time in accordance with the terms of the Servicing Agreement.

"Account Bank" means (i) JPMorgan Chase Bank, N.A. or (ii) another institution acceptable to the Administrative Agent in its reasonable discretion; provided that each Account Bank shall be required to have (a) a combined capital and surplus of at least $200,000,000, (b) an office within the United States and (c) a short-term rating of at least "P-1" by Moody's, at least "A-1" by S&P and at least "F1" by Fitch and a long-term rating of at least "Baa1" by Moody's, at least "BBB+" by S&P and at least "BBB (high)" by Fitch.

"Account Bank Fee" means the fee payable monthly by the Borrower to the Account Bank, if any, in respect of the maintenance of the Borrower Accounts.

"Account Control Agreement" means the Blocked Account Control Agreement, dated as of the Closing Date, among the Borrower, the Account Bank and the Administrative Agent establishing "control" within the meaning of the UCC over the Collection Account and the Reserve Account.

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation, plus (b) 0.11448; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

"Administrative Agent" has the meaning assigned to such term in the preamble to the Credit Agreement.

"Advance" means the advance of a loan by the Lenders to the Borrower pursuant to Article II.

"Advance Rate" means (a) with respect to any Eligible Receivable originated less than one hundred twenty-two (122) days prior to the related Determination Date, 82.5.0% or following the occurrence and during the continuance of a Level I Trigger Event, 77.5%, (b) with respect to any Eligible Receivable originated equal to or greater than one hundred twenty-two (122) days but less than one hundred eighty-three (183) days prior to the related Borrowing Date, 75.0% or following the occurrence and during the continuance of a Level I Trigger Event, 70.0%, (c) with respect to any Eligible Receivable originated equal to or greater than one hundred eighty-three (183) days but less than three hundred five (305) days prior to the related Borrowing Date, 702.05% or following the occurrence and during the continuance of a Level I Trigger Event, 67.5.0%, (d) with respect to any Eligible Receivable originated equal to or greater

than three hundred five (305) days prior to the related Borrowing Date but less than three hundred ninety-five (395) days prior to the related Borrowing Date, 605.0% or following the occurrence and during the continuance of a Level I Trigger Event, 5560.0%; or (e) notwithstanding the foregoing, with respect to any Eligible Receivable that has received an Approved Extension and/or an Approved Payment Plan Adjustment, 605.0%, or following the occurrence and during the continuance of a Level I Trigger Event, 5560.0%. For the avoidance of doubt, any Facility Receivable (other than a Facility Receivable that received an Approved Extension and/or an Approved Payment Plan Adjustment) originated equal to or greater than three hundred ninety-five (395) days prior to any date of determination shall have an Advance Rate equal to 0.0% and shall not constitute an Eligible Receivable.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affected Person" means (i) each Lender and (ii) each Program Support Provider.

"Affiliate" means, in respect of a referenced Person, another Person (other than any natural person) Controlling, Controlled by or under common Control with such referenced Person, provided that a Person shall not be deemed to be an "Affiliate" of another Person solely because it is under the common ownership or control of the same financial sponsor or affiliate thereof as such Person (except if any such Person provides collateral under, guarantees or otherwise supports the obligations of the other such Person).

"Aggregate Discounted PrincipalReceivable Balance" means, when used with respect to all or a portion of the Facility Receivables, the sum of the Discounted PrincipalReceivable Balances of all or of such portion of such Facility Receivables.

"Agreement" has the meaning assigned to such term in the preamble.

"Amendment Effective Date" means August 54, 20223.

"Amendment Effective Date Certificate" means an Amendment Effective Date Certificate substantially in the form of Exhibit F.

"Amortization Date" means the earlier to occur of (i) the Scheduled Revolving Period Termination Date and (ii) an Early Amortization Event.

"Amortization Margin" has the meaning assigned to such term in the Fee Letter.

"Applicable Laws" means any action, code, consent decree, constitution, decree, directive, enactment, finding, law, injunction, binding interpretation, judgment, order, ordinance, proclamation, promulgation, regulation, requirement, rule, rule of law, settlement agreement, statute, or writ, of any Governmental Authority, or any particular section, part or provision thereof, including all Federal and state banking or securities laws, to which the Person in question is subject or by which it or any of its assets or properties are bound; provided, however, that such term shall also include the rules, requirements and regulations issued by credit card associations and the National Automated Clearing House Association, as applicable.

"Applicable Margin" has the meaning assigned to such term in the Fee Letter.

"Applicable Tenor" means, with respect to any Available Tenor, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

"Approved Extension" means, with respect to any Facility Receivable, an extension granted by the Servicer to the date such Facility Receivable is fully due and payable; provided, that: (a) such extension is granted pursuant to and in accordance with the Concierge Capital Extensions and Payment Arrangements Policy, (b) the duration of such extension may not exceed six (6) months, (c) such extension cannot be granted to a Facility Receivable where the closing of the sale of the related Property has occurred and (d) the related Facility Receivable has not previously received an Approved Extension or an Approved Payment Plan Adjustment.

"Approved Payment Plan Adjustment" means, with respect to any Facility Receivable, an alternative payment arrangement granted by the Servicer; provided, that: (a) such alternative payment arrangement is granted pursuant to and in accordance with the Concierge Capital Extensions and Payment Arrangements Policy, (b) such alternative payment arrangement does not result in an extension which duration exceeds six (6) months, (c) such alternative payment arrangement cannot be granted to a Facility Receivable where the closing of the sale of the related Property has occurred, (d) the related Facility Receivable has not previously received an Approved Extension, unless such Approved Extension, which taken in the aggregate with such alternative payment arrangement, does not extend the maturity of the related Facility Receivable by more than six (6) months and (e) the related Facility Receivable has not previously received an Approved Payment Plan Adjustment.

"APR" means, with respect to a Facility Receivable, the annual rate of finance charges stated in the Loan Agreement evidencing the related Loan.

"Assignment and Acceptance" means an Assignment and Acceptance in substantially the form of Exhibit C to the Credit Agreement, entered into by a Lender, an assignee, the Administrative Agent and, if applicable, the Borrower.

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to the Credit Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Accrual Period" pursuant to Section 2.17(d).

"Backup Servicer" means Vervent, Inc., in its capacity as backup servicer under the Backup Servicing Agreement, or any other Person acting as a backup servicer that has been approved in writing by the Administrative Agent.

"Backup Servicing Agreement" means that certain Amended and Restated Backup Servicing Agreement, dated as of July 29, 2021, among the Backup Servicer, the Borrower, the Servicer and the Administrative Agent.

"Backup Servicing Fee" means the fees payable monthly by the Borrower to the Backup Servicer pursuant to the terms of the Backup Servicing Agreement.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bankruptcy Code" means the United States Bankruptcy Code, as amended.

"Base Rate" means, on any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day, plus 0.50% and (c) Adjusted Term SOFR in effect on such day plus 1.00%; provided that any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR respectively; provided, further, that changes in any rate of interest calculated by reference to the Base Rate shall take effect simultaneously with each change in the Base Rate and the Base Rate will in no event be higher than the maximum rate permitted by applicable law. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, the Base Rate shall be determined without regard to clause (b) above until the circumstances giving rise to such inability no longer exist.

"Base Rate Advance" means an Advance that accrues interest at the Base Rate.

"Base Rate Term SOFR Determination Day" has the meaning assigned to such term in the definition of "Term SOFR."

"Benchmark" means, initially, Term SOFR; provided that, if a Benchmark Transition Event and the Benchmark Replacement Date with respect thereto have occurred with respect to Term SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.17.

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent on the applicable Benchmark Replacement Date:

(1) the sum of: (a) either of (i) Compounded SOFR or (ii) Daily Simple SOFR, as selected by the Administrative Agent to be the then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for the applicable loan market for U.S. dollar denominated syndicated business loans or similar U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable, at such time and (b) the applicable Benchmark Replacement Adjustment;

(2) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for Applicable Tenor and (b) the Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate rate of interest that has been selected by the Administrative Agent as the replacement for the then-current Benchmark for the Applicable Tenor giving due consideration to then-prevailing industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated syndicated business loans or similar U.S. dollar denominated secured financing or securitization transactions relating

to the relevant asset class, as applicable, at such time and (b) the Benchmark Replacement Adjustment.

If at any time the Benchmark Replacement as determined pursuant to this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of the Credit Agreement and the other Facility Documents.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the first alternative set forth in the order below that can be determined by the Administrative Agent as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or

(2) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent giving due consideration to then-prevailing industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated syndicated business loans or similar U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable, at such time.

"Benchmark Replacement Conforming Changes" means, with respect to either the use or administration of Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including but not limited to changes to the definition of "Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Accrual Period" (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of the Credit Agreement and the other Facility Documents.

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark, or if the then-current Benchmark is Term SOFR, with respect to the Term SOFR Reference Rate:

(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the applicable Available Tenor of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication of information referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to the applicable Available Tenor of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c3) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark solely to the extent that a public statement or publication of information set forth above has occurred with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Unavailability Period" means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Facility Document in accordance with Section 2.17 of the Credit Agreement and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Facility Document in accordance with Section 2.17 of the Credit Agreement.

"Borrower" has the meaning assigned to such term in the preamble to the Credit Agreement.

"Borrower Account" means each of the Collection Account and the Reserve Account.

"Borrowing" has the meaning assigned to such term in Section 2.01 of the Credit Agreement.

"Borrowing Base" means, as of any date of determination and, with respect to any Borrowing Date, as calculated after giving effect to any Notable Receivables to be acquired by the Seller pursuant to the terms of the Transfer Agreement and subsequently sold by the Seller to the Borrower pursuant to the terms of the Purchase Agreement on such Borrowing Date, the lesser of (a) the Commitment Amount as of such date and (b) the Net Eligible Pool Balance multiplied by the Weighted Average Advance Rate.

"Borrowing Base Calculation Date" means, with respect to the submission of any Borrowing Base Certificate, the applicable date identified on the Borrowing Base Certificate and used as the cut-off date for the calculation of the applicable Discounted PrincipalReceivable Balance of all Facility Receivables, which date shall be the end of business on the Business Day immediately preceding the date of such Borrowing Base Certificate.

"Borrowing Base Certificate" means a statement in substantially the form attached to the form of Request for Advance attached to the Credit Agreement as Exhibit A, as such form of Borrowing Base Certificate may be modified from time to time by mutual agreement of the Borrower and the Administrative Agent.

"Borrowing Base Test" means a test that will be satisfied at any time if the aggregate principal amount of Advances outstanding as of such date is less than or equal to the Borrowing Base at such time.

"Borrowing Date" means the date of a Borrowing.

"Business Day" means any day other than a Saturday or Sunday, provided that the following shall not constitute Business Days (i) days on which banks are authorized or required to close in the States of New York and (ii) if the applicable Business Day relates to the advance or continuation of, or conversion into, or payment of an Advance bearing interest at Term SOFR or the Term SOFR Reference Rate, a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Cash" means Dollars that are unrestricted on the day in question.

"Change of Control" means, at any time, (a) the Seller fails to own 100% of the Equity Interests of the Borrower at any time free and clear of any Lien (other than the "all assets" security interest granted to the Administrative Agent), (b) Compass Concierge Holdings, LLC fails to own 100% of the Equity Interests of the Seller, (c) the Parent fails to own 100% of the Equity Interests in Compass Concierge Holdings, LLC or (d) the occurrence of (i) a merger or consolidation of the Parent into another Person where the Parent is not the surviving entity, (ii) an event by which any Person succeeds to all of substantially all of the properties and assets of the Parent or (iii) the acquisition by any "person" or "group" (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of 51% or more of the outstanding capital stock or other equity interests of the Parent on a fully diluted basis; provided, however, that a Permitted IPO shall not constitute a Change of Control.

"Charged-Off Receivable" shall mean a Facility Receivable that has been charged-off or deemed non-collectible by the Borrower or the Servicer consistent with Accepted Servicing Policies.

"Closing Date" means July 31, 2020.

"Closing Date Certificate" means a Closing Date Certificate substantially in the form of Exhibit F.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

"Collateral" has the meaning assigned to such term in Section 7.01(a) of the Credit Agreement.

"Collection Account" means any account established pursuant to Section 8.02 of the Credit Agreement at the Account Bank, in the name of the Borrower, which account has been designated as the Collection Account and is subject to the Account Control Agreement.

"Collection Period" means (i) with respect to the first Payment Date occurring after the Closing Date, the period beginning on the Closing Date and ending on the last day of the calendar month immediately preceding such first Payment Date, and (ii) with respect to any other Payment Date or other date, the most recently ended calendar month.

"Collections" means all cash collections, distributions, payments and other amounts received by the Borrower from any Person in respect of any Facility Receivables from and including the initial Cutoff Date with respect to such Facility Receivable, including all principal, interest, if any, fees, if any, and repurchase proceeds payable to the Borrower under or in connection with any such Facility Receivables and net liquidation proceeds collected by the Servicer from any sale or disposition of any such Facility Receivables and any Loan Proceeds Returns.

"Collections Yield" means, as of any Determination Date, for the Collection Period then ended, an amount equal to (i) the sum of (a) all Collections received during such Collection Period (excluding Collections constituting Loan Proceeds Returns), minus (b) the PrincipalReceivables Balance of any Facility Receivables that became Defaulted Receivables during such Collection Period and any Facility Receivables that were subject to a Late Notice of Acceleration Event, minus (ii) the Principal Paydown for such Collection Period.

"Commitment" means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances to the Borrower pursuant to Section 2.01 of

the Credit Agreement in an aggregate principal amount at any one time outstanding for such Lender up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1 to the Credit Agreement or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section 2.06 of the Credit Agreement or increased or reduced from time to time pursuant to assignments effected in accordance with Section 11.06(a) of the Credit Agreement.

"Commitment Amount" means (a) on or prior to the Commitment Termination Date, the aggregate amount of all Commitments of all Lenders set forth on Schedule 1 to the Credit Agreement (as such amount may be reduced from time to time pursuant to Section 2.06 of the Credit Agreement) and (b) following the Commitment Termination Date, zero.

"Commitment Termination Date" means the Amortization Date; provided, that, if the Commitment Termination Date would otherwise not be a Business Day, then the Commitment Termination Date shall be the immediately preceding Business Day.

"Compass Qualified Receivable" means, as of any Determination Date, any Notable Receivable which would have met all the criteria of an Eligible Receivable set forth in clauses (a) through (bb) of the definition thereof (other than the criteria set forth in clauses (e)(ii), (e)(iii) and as otherwise set forth in Section 4.1(m)(iii)(A) of the Transfer Agreement) as of the related Receivable Origination Date. For the avoidance of doubt, a Compass Qualified Receivable need not be sold to the Seller pursuant to the terms of the Transfer Agreement and/or subsequently sold by the Seller pursuant to the terms of the Purchase Agreement; only certain Compass Qualified Receivables chosen for purchase by the Seller from the Originator meeting the definition of "Eligible Receivable" shall be sold to the Borrower by the Seller.

"Compounded SOFR" means the compounded average of SOFRs for one (1) month, with the rate, or methodology for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each monthly period or compounded in advance) being established by the Administrative Agent in accordance with the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that if, and to the extent that, the Administrative Agent reasonably determines that Compounded SOFR cannot be determined as described above, then the rate, or methodology for this rate, and conventions for this rate that have been reasonably selected by the Administrative Agent giving due consideration to then-prevailing industry-accepted market practice for U.S. dollar denominated syndicated business loans or similar U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable, at such time.

"Concierge Capital Extensions and Payment Arrangements Policy" means the portion of the Accepted Collections Policies relating to Loan extensions or alternative payment arrangements.

"Concierge Capital Program" means the program whereby Notable issues loans to certain sellers of residential real estate on the terms set forth in the First Amended and Restated Strategic Services Agreement, dated as of July 31, 2020, by and between the Seller and Notable, as amended, restated or otherwise modified.

"Concierge Capital Underwriting Policy" shall mean, with respect to each Notable Receivable, Notable's minimum credit criteria and loan conditions used to originate such Loan and the related Notable Receivable through Notable's platform, a copy or copies of which have been previously provided to the Administrative Agent and a current copy of which is attached to

the Credit Agreement as Exhibit D, as such criteria may be amended, modified or supplemented from time to time in accordance with the terms of the Credit Agreement.

"Conduit Assignee" means, with respect to a Conduit Lender, any special purpose entity that finances its activities directly or indirectly through asset backed commercial paper and (x) is administered by a Lender in such Conduit Lender's Facility Group or any Affiliate of such Lender or (y) has entered into a Program Support Agreement with a Lender which is a member of such Conduit Lender's Facility Group or an Affiliate of such a Lender, and in either case is designated by such Conduit Lender's conduit administrator from time to time to accept an assignment from such Conduit Lender of its interest in the outstanding Advances; provided, however, that with respect to any Conduit Lender with a Commitment under the Credit Agreement, such Conduit Assignee must be an assignee with respect to such Commitment.

"Conduit Lender" means any commercial paper conduit administered by the Administrative Agent or an Affiliate of the Administrative Agent, and any of its successors and assigns that are special-purpose entities that become parties to the Credit Agreement and which obtain funds to purchase financial assets (directly or indirectly) from the issuance of CP.

"Constituent Documents" means, in respect of any Person, the trust agreement, the limited liability company agreement, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate of trust, certificate of incorporation, certificate or articles of formation or organization, certificate of limited partnership and other agreement, similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

"Control" means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through ownership, by contract, arrangement or understanding, or otherwise. "Controlled" and "Controlling" have the meaning correlative thereto.

"CP" means the commercial paper notes issued from time to time by means of which a Conduit Lender (directly or indirectly) obtains financing.

"CP Rate" means

a.for any Lender in the Facility Group with Barclays Bank PLC, for any Interest Accrual Period, the per annum rate calculated to yield the "weighted average cost" (as defined below) for such Interest Accrual Period (or portion thereof) in respect of all CP issued by Sheffield Receivables Company LLC ("Sheffield") then outstanding, as determined by its conduit administrator; provided, however, that if any component of such rate is a discount rate, in calculating the CP for such Interest Accrual Period (or portion thereof) the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum shall be used in calculating such component. As used in this definition, "weighted average cost" for any Interest Accrual Period (or portion thereof) means the sum of (i) the actual interest accrued during such Interest Accrual Period (or portion thereof) on outstanding CP issued by Sheffield, (ii) the commissions of placement agents and dealers in respect of such CP (not to exceed five basis points per annum on the amount of Advances made by such Conduit Lender that are funded by the issuance of CP) and (iii) other borrowings by Sheffield (as determined by its conduit administrator), including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; and

b.for any other Conduit Lender, for the portion of the Advances funded by such Conduit Lender directly or indirectly with CP, the rate equivalent to the weighted average cost (as determined by its conduit agent and which shall include dealer fees (not to exceed five basis points per annum on the amount of Advances made by such Conduit Lender that are funded by the issuance of CP), incremental carrying costs incurred with respect to CP maturing on dates other than those on which corresponding funds are received by the Conduit Lender, other borrowings by the Conduit Lender to fund any Advances under the Credit Agreement or its related commercial paper issuer if the Conduit Lender does not itself issue commercial paper (other than under any Program Support Agreement), actual costs of swapping foreign currencies into Dollars to the extent the CP is issued in a market outside the U.S. and any other costs associated with the issuance of CP) of or related to the issuance of CP that is allocated, in whole or in part, by the Conduit Lender or its conduit agent to fund or maintain such portion of the Advances (and which may be also allocated in part to the funding of other assets of the Conduit Lender); provided, however, that if the rate (or rates) is a discount rate, then the rate (or, if more than one rate, the weighted average of the rates) shall be the rate resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum.

c.For the avoidance of doubt, the CP Rate may not be less than 0.00%.

"Credit Agreement" means, the Second Amended and Restated Revolving Credit and Security Agreement, dated as of the date hereofAugust 5, 2022, among the Borrower, the Seller, the Administrative Agent and each of the Lenders from time to time party thereto.

"Cutoff Date" has the meaning assigned to such term in the Purchase Agreement.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for U.S. dollar denominated syndicated business loans or similar U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable, at such time; provided that if the Administrative Agent decide that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

"Daily Simple SOFR Advance" means an Advance that bears interest at a rate based on Daily Simple SOFR.

"Data File" means the related list of Facility Receivables in an electronic file, in a *.CSV or other computer readable format reasonably acceptable to the Administrative Agent, containing the information described on Schedule 1 attached to this Appendix A to the Credit Agreement with respect to the related Facility Receivables.

"Debtor Relief Law" shall mean, collectively, the Bankruptcy Code and all other United States federal, State or foreign applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors generally, as amended from time to time.

"Defaulted Receivable" means, as of any date of determination, a Compass Qualified Receivable or a Facility Receivable, as applicable, (a) for which the related Obligor is more than one hundred and eighty (180) calendar days past due on all or any portion of any payment required to be made (1) that is not subject to an extension or payment plan adjustment, pursuant to the terms of the Loan Agreement in effect, or (2) that is subject to an extension or payment plan adjustment, regardless of whether such extension or payment plan adjustment is an Approved Extension or Approved Payment Plan Adjustment, as applicable, in an amount greater

than $100.00, in accordance with and as required by the terms of the Loan Agreement, as modified; (b) for which the related Obligor is deceased or has become the subject of a proceeding under a Debtor Relief Law and the Borrower or the Servicer has actual knowledge of such occurrence or proceeding or (c) which constitutes a Charged-Off Receivable and has an outstanding principal balance of more than $100.00; provided, that with respect to a Compass Qualified Receivable or a Facility Receivable, as applicable, which becomes fully due and payable upon the occurrence of (a) clause (z)(ii) of the Eligible Receivable definition, such one hundred eighty (180) calendar day period shall begin on the date the Servicer receives notice from the Seller, the agent or the Obligor of such expiration or cancellation and a replacement Exclusive Listing Agreement is not re-executed within the required time period or (b) clause (z)(iii) of the Eligible Receivable definition, such one hundred eighty (180) calendar day period shall begin one hundred twenty (120) days following the date the Servicer receives notification from the Seller, the agent or the Obligor of the cancellation of the related Exclusive Listing Agreement by an Affiliate of the Seller.

"Defaulting Lender" means, at any time, any Lender that (a) has failed for one (1) or more Business Days after a Borrowing Date to fund its portion of an Advance required pursuant to the terms of the Credit Agreement (other than failures to fund as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date), (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations under the Credit Agreement, or has made a public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund an Advance under the Credit Agreement and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within five (5) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations under the Credit Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has voluntarily or involuntarily, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdiction, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgment or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b) of the Credit Agreement) upon delivery of written notice of such determination to the Borrower and each Lender.

"Delayed Amount" has the meaning assigned to that term in Section 2.02(e) of the Credit Agreement.

"Delayed Funding Date" has the meaning assigned to that term in Section 2.02(e) of the Credit Agreement.

"Delayed Funding Notice" has the meaning assigned to that term in Section 2.02(e) of the Credit Agreement.

"Delayed Funding Notice Date" has the meaning assigned to that term in Section 2.02(e) of the Credit Agreement.

"Delaying Lender" has the meaning assigned to that term in Section 2.02(e) of the Credit Agreement.

"Delinquent Receivable" means, as of any date of determination, a Compass Qualified Receivable or a Facility Receivable, as applicable (other than any Defaulted Receivable), for which the related Obligor is more than sixty (60) calendar days past due on all or any portion of any payment required to be made (1) that is not subject to an extension or payment plan adjustment, pursuant to the terms of the Loan Agreement in effect, or (2) that is subject to an extension or payment plan adjustment, regardless of whether such extension or payment plan adjustment is an Approved Extension or Approved Payment Plan Adjustment, as applicable, in an amount greater than $100.00, in accordance with and as required by the terms of the Loan Agreement, as modified; provided, that with respect to a Compass Qualified Receivable or a Facility Receivable, as applicable, which becomes fully due and payable upon the occurrence of (a) clause (z)(ii) of the Eligible Receivable definition, such sixty (60) calendar day period shall begin on the date the Servicer receives notice from the Seller, the agent or the Obligor of such expiration or cancellation and a replacement Exclusive Listing Agreement is not re-executed within the required time period, or (b) clause (z)(iii) of the Eligible Receivable definition, such sixty (60) calendar day period shall begin one hundred twenty (120) days following the date the Servicer receives notification from the Seller, the agent or the Obligor of the cancellation of the related Exclusive Listing Agreement by an Affiliate of the Seller.

"Determination Date" means the last day of each Collection Period.

"Discount Rate" means, as of any date of determination, an annual rate equal to 5.00%.the sum of (i) the weighted average CP rate for the preceding Interest Accrual Period, (ii) the Applicable Margin, (iii) the Servicing Fee Rate, and (iv) the quotient (expressed as a percentage) of (x) the Backup Servicing Fee paid to the Backup Servicer on the preceding Payment Date, divided by (y) the Principal Balance (for the avoidance of doubt, excluding any Fee Balance) of all Facility Receivables at the end of the preceding Collection Period, multiplied by 12.

"Discounted PrincipalReceivable Balance" means, as of any date of determination and with respect to a Facility Receivable, the present value of the sum of (i) the Principal Balance of such Facility Receivable, (ii) the Fee Balance (to the extent not otherwise included in the calculation of the Principal Balance for such Facility Receivable), if any, and (iii) the Interest Balance, if any, in each case, discounted using the Discount Rate and the number of months remaining until the maturity of such Facility Receivable. For the purposes of this calculation, the number of months remaining until maturity means the greater of (ix) 1, and (iiy) the number of days from any date of determination to the 1-year anniversary of the origination of such Facility Receivable, divided by 30, and rounded to the nearest integer.

"Dollars" and "$" mean lawful money of the United States.

"Early Amortization Event" means, as of any date of determination, the occurrence and continuance of any of the following:

a.(i) a default by the Borrower in the payment, when due and payable, of any interest or principal (including any mandatory prepayment under Section 2.05(b) of the Credit Agreement) or (ii) the Borrower, the Seller or the Parent, as applicable, shall fail to make any other payment, transfer or deposit (unless waived by the Administrative Agent) on the date first required of such party under the Facility Documents and, in each case, such default or failure shall remain uncured for two (2) Business Days following receipt of written notice by the Borrower, the Seller or the Parent(which may be by email) of such default or failure from the Administrative Agent;

b.the occurrence of any Level II Trigger Event shall occur;

c.as of the end of any fiscal quarter commencing with the fiscal quarter ending September 30, 2020, the aggregate consolidated Tangible Net Worth of the Parent and all of its consolidated Subsidiaries shall be less than the sum of (i) $175,000,000 and (ii) the product of 50.0% and the aggregate proceeds from any equity issued by the Parent on or after the Closing Date, as determined by the Parent in accordance with GAAP and as reported on each Monthly Report as of the end of the applicable fiscal quarter;

d.as of the end of any fiscal quarter commencing with the fiscal quarter ending September 30, 2020, the Parent and its consolidated Subsidiaries shall have a ratio of Total Liabilities to Tangible Net Worth of more than 4 to 1, as determined by the Parent in accordance with GAAP and as reported on each Monthly Report as of the end of the applicable fiscal quarter;

e.(i) as of the end of any fiscal month (other than the last month of any fiscal quarter) commencing with the fiscal month ending on September 30, 2020, the Parent and its consolidated Subsidiaries shall fail to maintain Liquidity in an amount not less than $50,000,000, which calculation shall not consider certain reconciling items and therefore not be in accordance with GAAP and as reported on each Monthly Report as of the end of the applicable calendar month and (ii) as of the end of any fiscal quarter commencing with the fiscal quarter ending on September 30, 2020, the Parent and its consolidated Subsidiaries shall fail to maintain Liquidity in an amount not less than $50,000,000, as determined by the Parent in accordance with GAAP and as reported on each Monthly Report as of the end of the applicable fiscal quarter;

f.the occurrence of a Material Adverse Effect;

g.the Borrowing Base Test is not satisfied and such condition is not cured in the manner specified and within the time period set forth in Section 2.05(b) of the Credit Agreement;

h.any event that constitutes a Servicer Event of Default shall have occurred and not been waived by the Administrative Agent in accordance with the terms of the Servicing Agreement; and

i.the occurrence of an Event of Default.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Eligible Investments" means any book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

a.direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; provided, that obligations of, or guaranteed by, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association shall be Eligible Investments only if, at the time of investment, they have a rating from each of the Rating Agencies in the highest investment category granted thereby;

b.demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each settlement date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby;

c.non-extendible commercial paper having, at the time of the investment, a rating from each of the Rating Agencies then rating that commercial paper in the highest investment category granted thereby;

d.investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Administrative Agent, the applicable Account Bank or any of its Affiliates is investment manager or advisor);

e.bankers' acceptances issued by any depository institution or trust company referred to in clause (b) above; and

f.repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in each case entered into with a depository institution or trust company (acting as principal) described in clause (b) above.

For purposes of the definition of "Eligible Investments," the phrase "highest investment category" means (i) in the case of Fitch, "AAA" for long-term investments (or the equivalent) and "F-1" for short-term investments (or the equivalent), (ii) in the case of Moody's, "Aaa" for long-term investments and "Prime-1" for short-term investments and (iii) in the case of S&P, "AAA" for long-term investments and "A-1" for short-term investments. A proposed investment not rated by Fitch but rated in the highest investment category by Moody's and S&P shall be considered to be rated by each of the Rating Agencies in the highest investment category granted thereby. In the event the rating(s) of an Eligible Investment falls below the applicable rating(s) set forth herein, the Seller shall promptly (but in no event longer than the earlier of (x) the maturity date of such Eligible Investment and (y) 60 days from the time of such downgrade)

replace such investment, at no cost to the Borrower, with an Eligible Investment which has the required ratings.

"Eligible Pool Balance" means, on any date, the Aggregate Discounted PrincipalReceivable Balance of all of the Eligible Receivables on such date.

"Eligible Receivable" means, as of any date of determination, a Facility Receivable that meets each of the following criteria (unless otherwise indicated below):

a.was originated in accordance with, and complies with, all material requirements of Applicable Law in effect as of the date of such origination, and has been serviced in compliance with all material requirements of Applicable Law and if serviced following the Closing Date, in compliance with the Accepted Servicing Policies and Accepted Collection Policies; it being agreed and understood that a requirement of Applicable Law will be considered to be material if the failure to comply with such requirements would have a material adverse effect upon the validity, enforceability or collectability of the obligations of the Obligor under the related Loan;

b.(i) such Facility Receivable is not subject to, nor has there been asserted, any litigation, any arbitration or any right of rescission, set off, counterclaim or other defense of the related Obligor and (ii) to the knowledge of the Originator as of the Receivable Origination Date, the related Obligor is not subject to any proceedings under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect;

c.with respect to any Facility Receivable whose related Loan was originated prior to the Closing Date where the related Obligor had a FICO Score of less than 820 on the date such Facility Receivable was originated, the Servicer has independently verified that the actual Property Debt is no greater than 115% of the Property Debt stated by the related Obligor in the application for such Facility Receivable. For purposes of making such independent verification, the Servicer shall use credit reports, lien reports and/or property records, as of the Receivable Origination Date and as available;

d.with respect to any Facility Receivable whose related Loan was originated following the Closing Date where the related Obligor had a FICO Score of less than 750 on the date such Facility Receivable was originated, either (i) the Servicer has independently verified that the Property Debt is no greater than 110% of the Property Debt stated by the related Obligor in the application for such Facility Receivable or (ii) if the Servicer has independently verified that the Property Debt is greater than 110% of the Property Debt stated by the related Obligor in the application for such Facility Receivable, the Servicer has otherwise determined that the Obligor is eligible for the Loan pursuant to the Concierge Capital Underwriting Policy. For purposes of making such independent verification, the Servicer shall use credit reports, lien reports and/or property records, as of the Receivable Origination Date and as available. In the event no lien report or property record is available, the Servicer may rely upon a written attestation from the Obligor;

e.(i) such Facility Receivable has been originated by the Originator in accordance with the Concierge Capital Underwriting Policy if originated following the Closing Date, (ii) the sale, transfer or assignment of such Facility Receivable by the Originator to the Seller pursuant to the terms of the Transfer Agreement does not contravene or conflict in any material respect with any Applicable Law or any contractual or other restriction, limitation or encumbrance, and the sale, transfer or assignment of such Facility Receivable pursuant to the Transfer Agreement does not require the consent of the related Obligor and (iii) such Facility Receivable has been acquired by the Seller from the Originator free and clear of any lien or adverse claim (other than Permitted Liens);

f.at the time of the sale, transfer or assignment of such Facility Receivable from the Seller to the Borrower pursuant to the terms of the Purchase Agreement, (i) the Seller was the sole owner thereof and had good and marketable title thereto, free and clear of any lien (other than Permitted Liens and liens being released simultaneously with such sale, transfer and assignment) and, immediately following the sale and transfer thereof from the Seller, the Borrower shall be the sole owner thereof and have good and marketable title thereto, free and clear of any lien (other than Permitted Liens) or adverse claim, (ii) the representations and warranties of the Seller with respect to such Facility Receivable in the Purchase Agreement were true and correct in all material respects when made thereunder and (iii) such Facility Receivable was sold, transferred or assigned to the Borrower by the Seller in accordance with the terms of the Purchase Agreement;

g.such Facility Receivable represents a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability;

h.such Facility Receivable is not evidenced by any "instrument," "security" or "chattel paper" (in each case, as defined in the UCC as then in effect in the State of Delaware and any other state where the filing of a financing statement is required to perfect the Borrower's interest in the Facility Receivable and the proceeds thereof);

i.with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Originator or the Servicer in connection with the creation or the execution, delivery and performance of such Facility Receivable and servicing of such Facility Receivable, or by the Seller or the Borrower in connection with its ownership of such Facility Receivable have been duly obtained, effected or given and are in full force and effect; it being agreed and understood that (for the avoidance of doubt) any such required consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority will be considered to be material if the failure to obtain such consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority would be reasonably expected to have a material adverse effect upon the value, enforceability or collectability of the obligations of the Obligor under such Facility Receivable;

j.constitutes a "payment intangible," "general intangible" or "account" (in each case, as defined in the UCC as then in effect in the State of Delaware and any other state where the filing of a financing statement is required to perfect the Borrower's interest in the Facility Receivable and the proceeds thereof);

k.is denominated and payable in Dollars and is payable in any state or territory of the United States;

l.is an obligation of an Obligor that, as of the Receivable Origination Date, (i) had a residential address within the United States or a U.S. territory, or a U.S. military mailing address, (ii) has a U.S. social security number and (iii) is not a Governmental Authority;

m.such Facility Receivable is not a Delinquent Receivable;

n.such Facility Receivable is not a Defaulted Receivable;

o.such Facility Receivable complies with the Underwriting Criteria set forth on Schedule 2 to this Appendix A to the Credit Agreement;

p.(i) is not contingent in any respect for any reason and there are no conditions precedent to the enforceability or validity of such Facility Receivable that have not been satisfied or waived (for the avoidance of doubt, the potential for a reduction of the Principal Balance based upon disbursement to the Obligor of less than the full amount of the related Loan shall not be a contingency or condition precedent) and (ii) has not been satisfied, subordinated or rescinded and no right of rescission, setoff, counterclaim or defense has been asserted by the Obligor or, to the Borrower's actual knowledge, overtly threatened in writing with respect to such Facility Receivable;

q.it is not a Negative Legal Development Receivable;

r.to the Borrower's actual knowledge, such Facility Receivable is not evidenced by a judgment and has not been reduced to judgment;

s.to the Borrower's actual knowledge, no fraud, with respect to such Facility Receivable (and each Related Document evidencing such Facility Receivable) has taken place on the part of any Person, including the related Obligor or any other party involved in the origination or purchase of the Facility Receivable to affect the Facility Receivable in any material respect;

t.no instrument of release or waiver has been executed in connection with such Facility Receivable or any Related Document evidencing such Facility Receivable, and the Obligor has not been released from its obligations under such Facility Receivable in whole, or in part

u.such Facility Receivable is not a Modified Receivable;

v.the Related Documents evidencing such Facility Receivable are being held in accordance with the Servicing Agreement;

w.such Facility Receivable does not constitute a renewal or extension of any Ineligible Receivable;

x.such Facility Receivable is not a revolving line of credit or similar facility;

y.no other Facility Receivables relating to the related Loan (i) have been sold by the Originator to a Person other than the Seller pursuant to the terms of the Transfer Agreement and (ii) have been sold by the Seller to a Person other than the Borrower pursuant to the terms of the Purchase Agreement;

z.pursuant to the terms of the related Loan Agreement, and absent the enactment of any contravening Applicable Law, such Facility Receivable is fully due and payable on the earliest to occur of (i) the closing of the sale of the related Property, (ii) expiration or cancellation by the Obligor of his or her related Exclusive Listing Agreement and failure to re-execute another Exclusive Listing Agreement within ten (10) Business Days, (iii) the date that is one hundred twenty (120) days following the cancellation of the related Exclusive Listing Agreement by an Affiliate of Seller and (iv) the date that is no more than twelve (12) months from the initial disbursement of the Facility Receivable provided that this subsection (iv) shall exclude any Approved Extensions and/or Approved Payment Plan Adjustment;

aa.pursuant to the terms of the related Loan Agreement, the related Obligor agreed that such Obligor intends to use the proceeds of the related Loan for the purpose of making certain improvements to the related Property in order to maximize its value prior to sale; and

bb.no Receivable Subsequent Draw Amounts relating to such Facility Receivable (i) have been sold by the Originator to a Person other than the Seller pursuant to the terms of the Transfer Agreement and (ii) have been sold by the Seller to a Person other than the Borrower pursuant to the terms of the Purchase Agreement.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice requirement is waived); (b) the failure with respect to any Plan to satisfy the "minimum funding standard" (as defined in Section 412 of the Code or Section 302 of ERISA); (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in "at risk" status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the incurrence by the Borrower or any member of its ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) (i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of determination that the PBGC intends to seek termination of any Plan or to have a trustee appointed for any Plan, or (ii) the filing by the Borrower or any member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the Borrower or any member of its ERISA Group of any liability (i) with respect to a Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by the Borrower or any member of its ERISA Group of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent or in reorganization, within the meaning of Title IV of ERISA; or (i) the failure of the Borrower or any member of its ERISA Group to make any required contribution to a Multiemployer Plan.

"ERISA Group" means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code with the Borrower.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

"Eurocurrency Liabilities" is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"EU Securitisation Regulation" means Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending certain other European Union directives and regulations, as amended and in effect from time to time, together with all relevant regulatory and/or implementing technical standards applicable in relation thereto, and, in each case, any relevant guidance and directions published in relation thereto by any relevant regulatory authority or by the European Commission.

"EUWA" means the European Union (Withdrawal) Act 2018, as amended.

"Event of Default" means the occurrence of any of the events, acts or circumstances set forth in Section 6.01 of the Credit Agreement.

"Excess Concentration Amount" means, on any date of determination, the sum (without duplication) of the following amounts:

a.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables related to Obligors with a FICO Score of between 650 and 700 exceeds 20.00% of the Eligible Pool Balance on such date;

b.the smallest Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables that would need to be excluded from the Borrowing Base in order to cause the Weighted Average FICO Score of the Obligors related to the Eligible Receivables to be greater than or equal to 735 on such date;

c.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables with respect to which the Receivable Obligor Origination State is California exceeds 70.00% of the Eligible Pool Balance on such date;

d.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables with respect to which the Receivable Obligor Origination State is a single state (other than California) exceeds 20.00% of the Eligible Pool Balance on such date;

e.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables with a Receivable Original Amount of greater than $75,000 and equal to or less than $150,000 exceeds 10.00% of the Eligible Pool Balance on such date;

f.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables originated equal to or greater than two hundred and ten (210) days but less than three hundred and ninety-five (395) days prior to such date of determination (for the avoidance of doubt, excluding Delinquent Receivables) exceeds 350.00% of the Eligible Pool Balance on such date;

g.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables originated equal to or greater than three hundred (300) days but less than three hundred and ninety-five (395) days prior to such date of determination (for the avoidance of doubt, excluding Delinquent Receivables) exceeds 20.00% of the Eligible Pool Balance on such date;

h.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables that have received an Approved Extension and/or an Approved Payment Plan Adjustment exceeds 7.50% of the Eligible Pool Balance on such date; and

i.the amount by which the Aggregate Discounted PrincipalReceivable Balance of the Eligible Receivables with a listing price greater than $3,000,000 and less than or equal to $5,000,000 exceeds 15.00% of the Eligible Pool Balance on such date.

"Excess Concentration Receivable" means, as of any date of determination, an Eligible Receivable with respect to which some or all of the related Discounted PrincipalReceivable Balance is included in the Excess Concentration Amount as of such date.

"Excess Spread Percentage" means, as of any Determination Date, for the Collection Period then ended, the ratio (expressed as a percentage) of:

a.the sum of (i) the Collections Yield during such Collection Period, minus (ii) the sum of the amounts due and owing under clauses (i) and (ii) under Section 9.01 of the Credit Agreement (excluding the Unused Fees (if any)) on the Payment Date following such Collection Period; divided by

b.the average of the beginning and ending Aggregate Discounted PrincipalReceivable Balance of all Facility Receivables during such Collection Period.

"Exclusive Listing Agreement" means the "Exclusive Listing Agreement" entered into between a licensed real estate brokerage entity that is an Affiliate of the Seller and the related Obligor.

"Facility" as defined in the recitals to the Credit Agreement.

"Facility Delinquency Percentage" means, for any Collection Period, (a) the Aggregate Discounted PrincipalReceivable Balance of all Delinquent Receivables which are Facility Receivables on the last calendar day of such Collection Period, but excluding (i) any Defaulted Receivables which are Facility Receivables (including any Delinquent Receivables repurchased as provided in the Transfer Agreement or repurchased by the Seller at the Seller's election) and (ii) any Facility Receivables relating to Property that was not sold within three hundred and sixty-five (365) days of the related origination date as of the end of such Collection Period, divided by (b) the Aggregate Discounted PrincipalReceivable Balance of all Facility Receivables on the last calendar day of such Collection Period (excluding any Facility Receivables relating to Property that was not sold within three hundred and sixty-five (365) days of the related origination date).

"Facility Documents" means the Credit Agreement, the Transfer Agreement, the Purchase Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Account Control Agreement, the Fee Letter and any other security agreements and other instruments entered into or delivered by or on behalf of the Borrower pursuant to Section 7.07 of the Credit Agreement to create, perfect or otherwise evidence the Administrative Agent's security interest. For the avoidance of doubt, "Facility Documents" shall not include the Performance Guaranty.

"Facility Receivable" means a Notable Receivable sold to the Seller pursuant to the terms of the Transfer Agreement and subsequently sold by the Seller to the Borrower pursuant to the terms of the Purchase Agreement. For the avoidance of doubt, the Originator is not selling the related Loan to the Seller for subsequent sale to the Borrower.

"Facility Group" means Barclays Bank PLC, any other Lender with a Commitment under the Credit Agreement and its related Conduit Lenders (if any) and the Program Support Providers related to any such Conduit Lenders, as applicable.

"FATCA" means the Code Sections 1471 through 1474, as of the date of the Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements entered into in connection therewith, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any current or future regulations, revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder or any official interpretations of the foregoing.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. The Federal Funds Rate may not be less than 0.00%.

"Fee Balance" means, as of any date of determination and with respect to a Facility Receivable, all amounts billable to the Obligors with respect to any Facility Receivable in respect of fees.

"Fee Letter" means that certain SecondThird Amended and Restated Fee Letter, dated as of the date hereof, between the Borrower and the Administrative Agent.

"Fee Receivable" means the portion of a Receivable that is attributed to fees by the Servicer pursuant to the Accepted Servicing Policies or the Accepted Collection Policies.

"FICO Score" means, with respect to the Obligor of a Notable Receivable, the statistical credit score of such Obligor based on methodology developed by Fair Isaac Corporation, determined as of a date permitted by the Concierge Capital Underwriting Policy in connection with the origination of such Notable Receivable.

"Final Maturity Date" means the earliest of (a) the date that is one hundred and eighty (180) days following the Amortization Date, (b) the date of the termination of the Commitments and the acceleration of the Advances pursuant to Section 6.02 of the Credit Agreement, (c) the date specified by the Borrower in its sole discretion upon 30 days' prior written notice to the Administrative Agent or (d) the date on which all Obligations shall have been paid in full and all other amounts payable to the Administrative Agent and the Lenders under the Facility Documents shall have been paid in full and the Commitments have terminated under the Credit Agreement (other than contingent indemnification obligations for which a claim has not been asserted).

"Final Payout Date" means the later of (i) the date on which all Obligations have been paid in full (other than any contingent indemnification obligations of the Borrower under the Facility Documents for which a claim has not been asserted) and (ii) the date on which the Credit Agreement is terminated.

"Fiscal Quarter" mean the fiscal quarter of any Fiscal Year.

"Fiscal Year" mean the fiscal year of the Parent and its Subsidiaries ending on December 31 of each calendar year.

"Fitch" means Fitch, Inc., together with its successors.

"Floor" means 0.0%.

"GAAP" means generally accepted accounting principles in effect from time to time in the United States.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, quasi-regulatory authority, administrative tribunal, central bank, public office, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including the United States Securities and Exchange Commission, the stock exchanges, any Federal, state, territorial, county, municipal or other government or governmental agency, board, body, branch, bureau, commission, court, department, instrumentality or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.

"Governmental Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

"Indebtedness" means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing borrowed money (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade payables and accrued expenses arising in the ordinary course of business), (c) all indebtedness secured by any Lien upon property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness; provided that, if such Person has not assumed or become liable for the payment of such indebtedness, the amount of such Indebtedness shall be limited to the lesser of (i) the principal amount of the indebtedness being secured and (ii) the fair market value (as estimated by such Person in good faith) of the encumbered property, (d) all capitalized lease obligations of such Person, (e) all obligations of such Person on or with respect to drawn letters of credit, bankers' acceptances and other extensions of credit, (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person or any warrant, right or option to acquire such equity interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (g) all net obligations (determined as of any time based on the termination value thereof) of such Person under any interest rate, foreign currency, and/or commodity swap, exchange, cap, collar, floor, forward, future or option agreement, or any other similar interest rate, currency or commodity hedging arrangement, as estimated by such Person in good faith, and (h) all guarantees of such Person in respect of any of the foregoing. For the avoidance of doubt, Indebtedness shall exclude any obligations under operating leases that would be included in Indebtedness under the new accounting lease standard ASC 842.

"Indemnified Party" has the meaning assigned to such term in Section 11.04(b) of the Credit Agreement.

"Independent Director" means one or more employees of Global Securitization Services, LLC or another natural person meeting the qualifications set forth in Section 5.02(x) of the Credit Agreement.

"Ineligible Receivable" means, as of any date of determination, a Facility Receivable that fails to satisfy one or more criterion of the definition of "Eligible Receivable" after the date of acquisition thereof by the Borrower.

"Insolvency Event" means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under the Bankruptcy Code or any other applicable insolvency law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under the Bankruptcy Code or any

other applicable insolvency law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due.

"Interest" means, for each day during an Interest Accrual Period and each Advance, on such day, the sum of the products (for each day during such Interest Accrual Period) of:

IR x P x 1/D

where:

IR = the Interest Rate, as applicable, on such day;

P = the principal amount of such Advance, as applicable, on such day; and

D = 360.

"Interest Accrual Period" means, (i) with respect to the initial Payment Date, the period beginning on, and including, August 1, 2020 and ending on, and including, August 31, 2020 and (ii) with respect to any other Payment Date, the period beginning on, and including, the first day of the most recently ended calendar month and ending on, and including, the last day of the most recently ended calendar month; provided, that the final Interest Accrual Period shall end on the Final Maturity Date.

"Interest Rate" means, for any Interest Accrual Period and for each Advance outstanding made by a Lender for each day during such Interest Accrual Period:

a.so long as no Event of Default has occurred and is continuing (and which has not otherwise been waived by the Lenders pursuant to the terms hereof),

i.if a Conduit Lender funds (directly or indirectly) its portion of the Advances with CP or if such Lender is a Lender in the Barclays Bank PLC Facility Group, a rate equal to the applicable CP Rate plus the Applicable Margin; and

ii.if a Lender (other than Barclays Bank PLC) funds its portion of the Advances other than with CP, the applicable Adjusted Term SOFR(or, if Adjusted Term SOFR is not available, the applicable Base Rate until a Benchmark Replacement is determined) plus the Applicable Margin; and

b.if an Event of Default has occurred and is continuing (and which has not otherwise been waived by the Lenders pursuant to the terms hereof), a rate equal to the Post-Default Rate.

"Interest Balance" means, as of any date of determination and with respect to a Facility Receivable, the accrued and unpaid interest amount owing by the related Obligor under the terms of the Loan Agreement related to such Facility Receivable.

"Interest Receivable" means the portion of a Receivable that is attributed to interest by the Servicer pursuant to the Accepted Servicing Policies or the Accepted Collection Policies.

"Investment Company Act" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

"IRS" means the U.S. Internal Revenue Service, or any successor agency.

"Late Notice of Acceleration Event" means the failure to provide timely notice of an Acceleration Event to Notable. Facility Receivables subject to Late Notice of Acceleration Event shall be subtracted from the Collections Yield calculation in the Monthly Report due immediately after notice to the Servicer.

"Lenders" means, collectively, the Persons listed on Schedule 1 and any other Person that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance and each individually, a "Lender."

"Level I Trigger Event" means, a breach of any of the collateral performance tests listed below. The collateral performance tests listed below will be tested as of the last Business Day of each Collection Period (unless indicated otherwise) and reported to the Administrative Agent and the Lenders on each Monthly Report.

(a)(i) with respect to the initial Collection Period, the Facility Delinquency Percentage for such Collection Period exceeds 3.0%, (ii) with respect to the second Collection Period following the Closing Date, the average Facility Delinquency Percentage for such Collection Period and the initial Collection Period exceeds 3.0% or (iii) with respect to the third Collection Period following the Closing Date and any Collection Period thereafter, the average Facility Delinquency Percentage for such Collection Period and the two Collection Periods immediately prior to such Collection Period exceeds 3.0%;

(b)(i) with respect to the initial Collection Period, the Managed Portfolio Delinquency and Extension Percentage for such Collection Period exceeds 15.0%, (ii) with respect to the second Collection Period following the Closing Date, the average Managed Portfolio Delinquency and Extension Percentage for such Collection Period and the initial Collection Period exceeds 15.0% or (iii) with respect to the third Collection Period following the Closing Date and any Collection Period thereafter, the average Managed Portfolio Delinquency and Extension Percentage for such Collection Period and the two Collection Periods immediately prior to such Collection Period exceeds 15.0%; and

(c)(i) with respect to the fourth Collection Period following the Closing Date, the Monthly Payment Rate for such Collection Period is less than 10.0%, (ii) with respect to the fifth Collection Period following the Closing Date, the average Monthly Payment Rate for such Collection Period and the fourth Collection Period following the Closing Date is less than 10.0% or (iii) with respect to the sixth Collection Period following the Closing Date and any Collection Period thereafter, the average Monthly Payment Rate for such Collection Period and the two Collection Periods immediately prior to such Collection Period is less than 10.0%.

"Level II Trigger Event" means, a breach of any of the collateral performance tests listed below. The collateral performance tests listed below will be tested as of the last Business Day of each Collection Period (unless indicated otherwise) and reported to the Administrative Agent and the Lenders on each Monthly Report.

(a)(i) with respect to the initial Collection Period, the Facility Delinquency Percentage for such Collection Period exceeds 5.0%, (ii) with respect to the second Collection Period following the Closing Date, the average Facility Delinquency Percentage for such Collection Period and the initial Collection Period exceeds 5.0% or (iii) with respect to the third

Collection Period following the Closing Date and any Collection Period thereafter, the average Facility Delinquency Percentage for such Collection Period and the two Collection Periods immediately prior to such Collection Period exceeds 5.0%;

(b)(i) with respect to the initial Collection Period, the Managed Portfolio Delinquency and Extension Percentage for such Collection Period exceeds 20.0%, (ii) with respect to the second Collection Period following the Closing Date, the average Managed Portfolio Delinquency and Extension Percentage for such Collection Period and the initial Collection Period exceeds 20.0% or (iii) with respect to the third Collection Period following the Closing Date and any Collection Period thereafter, the average Managed Portfolio Delinquency and Extension Percentage for such Collection Period and the two Collection Periods immediately prior to such Collection Period exceeds 20.0%;

(c)(i) with respect to the fourth Collection Period following the Closing Date, the Monthly Payment Rate for such Collection Period is less than 8.0%, (ii) with respect to the fifth Collection Period following the Closing Date, the average Monthly Payment Rate for such Collection Period and the fourth Collection Period following the Closing Date is less than 8.0% or (iii) with respect to the sixth Collection Period following the Closing Date and any Collection Period thereafter, the average Monthly Payment Rate for such Collection Period and the two Collection Periods immediately prior to such Collection Period is less than 8.0%;

(d)(i) with respect to the fourth Collection Period following the Closing Date, the Excess Spread Percentage for such Collection Period does not exceed 0.0%, (ii) with respect to the fifth Collection Period following the Closing Date, the average Excess Spread Percentage for such Collection Period and the fourth Collection Period following the Closing Date does not exceed 0.0% or (iii) with respect to the sixth Collection Period following the Closing Date and any Collection Period thereafter, the average Excess Spread Percentage for such Collection Period and the two Collection Periods immediately prior to such Collection Period does not exceed 0.0%.

"Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien or security interest (statutory or other), or preference, priority or other security agreement, charge or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing authorized by the Borrower of any financing statement under the UCC or comparable law of any jurisdiction).

"Liquidity" means Unrestricted Cash.

"Loan" means an unsecured consumer loan.

"Loan Agreement" means the Notable Disclosure & Loan Agreement relating to a Notable Receivable and entered into between the Originator and the related Obligor.

"Loan Proceeds Returns" means, with respect to any Facility Receivable, returns of the proceeds of such Facility Receivable following the return of the related financed merchandise or refund and/or cancellation of related financed services.

"Majority Lenders" means, as of any date of determination, (i) if there is only one Lender or if no Lender is a Defaulting Lender, one or more Lenders having aggregate Percentages greater than 50%, or (ii) if there is more than one Lender and any such Lender is a Defaulting Lender, one or more Non-Defaulting Lenders whose aggregate Advances represent greater than 50% of the aggregate outstanding principal balance of all Advances of Non-Defaulting Lenders.

"Managed Portfolio Delinquency and Extension Percentage" means, with respect to any Collection Period, the ratio (expressed as a percentage) of (i) the aggregate principal balance of all Compass Qualified Receivables that are Delinquent Receivables (for the avoidance of doubt, excluding any Defaulted Receivables) as of the last day of such Collection Period, divided by (ii) the aggregate principal balance of all Compass Qualified Receivables as of the last day of such Collection Period.

"Margin Stock" has the meaning assigned to such term in Regulation U.

"Material Adverse Effect" means (i) with respect to all Facility Documents (other than the Servicing Agreement), a material adverse effect on (a) the business, assets, condition (financial or otherwise), operations, performance or properties of the Borrower, the Seller or the Servicer, each individually or taken as a whole, (b) the validity or enforceability of the Credit Agreement or any other Facility Document, (c) the validity, enforceability or collectability of any material portion of the Facility Receivables, (d) the rights and remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising under the Credit Agreement or any other Facility Document, (e) the ability of any of the Borrower, the Seller or the Servicer to perform its obligations under any Facility Document to which it is a party, or (f) the existence, perfection, priority or enforceability of the Administrative Agent's Lien on the Collateral, (ii) with respect to the Servicing Agreement, a material adverse effect on (a) the collectability or value of the Facility Receivables being serviced thereunder or (b) the ability of the Servicer to perform its obligations under the Servicing Agreement and (iii) with respect to the Performance Guaranty, a material adverse effect on the ability of the Parent to perform its obligations under the Performance Guaranty.

"Maximum Remaining Term" means, as of any date of determination and with respect to any Notable Receivable, the maximum number of months remaining (rounded to the nearest whole month) until the principal amount of such Notable Receivable is due and payable in full.

"Modified Receivable" means a Notable Receivable which, at any time, (i) was past due or in default and which such delinquency or default was cured by waiving, extending, adjusting or amending the contract terms or accepting a reduced payment or (ii) has had its contract terms waived, extended, adjusted or amended with the intent of avoiding a delinquency or default. For the avoidance of doubt, (a) a Facility Receivable that has received (x) a single Approved Extension or, (y) a single Approved Payment Plan Adjustment or (z) a single Approved Extension and a single Approved Payment Plan Adjustment (in that order) and the duration of the aggregate extensions shall not extend such Facility Receivable by more than six (6) months, in each case, shall not constitute a "Modified Receivable" and (b) a Facility Receivable that has received (x) more than one Approved Extension, (y) more than one Approved Payment Plan Adjustment or (z) both an Approved Extension and an Approved Payment Plan Adjustment and the duration of the aggregate extensions exceed six (6) months, in each case, shall constitute a "Modified Receivable."

"Money" has the meaning specified in Section 1-201(b)(24) of the UCC.

"Monthly Payment Rate" means, for any Collection Period, the ratio of (a) all Collections received by the Servicer in respect of the PrincipalReceivable Balance of each Facility Receivable during such Collection Period to (b) the average of the beginning and ending aggregate PrincipalReceivable Balance of all Facility Receivables during such Collection Period; provided, that such calculations shall exclude Collections constituting Loan Proceeds Returns.

"Monthly Report" means the monthly report and an updated Data File including the required information with respect to each Compass Qualified Receivable owned by the Borrower

as of the prior month Determination Date, each in a form reasonably acceptable to the Administrative Agent and provided prior to the last day of the initial Collection Period.

"Monthly Reporting Date" means, with respect to any Payment Date, the twelfth (12th) calendar day following the end of each calendar month, or if such day is not a Business Day, the immediately following Business Day.

"Moody's" means Moody's Investors Service, Inc., together with its successors.

"Multiemployer Plan" means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored by the Borrower or a member of its ERISA Group or to which the Borrower or a member of its ERISA Group is obligated to make contributions or has any liability.

"Negative Legal Development Receivable" means, as of any date of determination, a Notable Receivable that is subject to a Regulatory Event as of such date.

"Net Eligible Pool Balance" means, as of any date of determination, an amount equal to the excess of (i) the Eligible Pool Balance, over (ii) the Excess Concentration Amounts, if any, in each case as of such date.

"Net Home Equity" means, with respect to any Notable Receivable, an amount equal to the sum of (i) 85.00% of the listing price as of the Receivable Origination Date of the Property relating to such Notable Receivable, minus (ii) any existing debt relating to such Property.

"New Lending Office" has the meaning given in Section 11.03(d) of the Credit Agreement.

"Non-Defaulting Lender" means, at any time, a Lender that is not a Defaulting Lender.

"Notable" means Notable Finance, LLC.

"Notable Receivable" means the obligation of an Obligor under a Loan Agreement to make payments on the related Loan which was originated by Notable in connection with the Concierge Capital Program.

"Notice of Prepayment" has the meaning assigned to such term in Section 2.05 of the Credit Agreement.

"Obligations" means all indebtedness, whether absolute, fixed or contingent, at any time or from time to time owing by the Borrower to any Secured Party or any Affected Person under or in connection with the Credit Agreement or any other Facility Document, including all amounts payable by the Borrower in respect of the Advances, with interest thereon, and all fees, expenses and other amounts payable under the Credit Agreement or under any other Facility Document.

"Obligor" means, in respect of any Loan and the related Notable Receivable, the individual natural Person primarily obligated to make payments in respect of the principal, interest, if any, and any fees due under such Loan and the related Notable Receivable; provided that, title or similar instrument or evidence of ownership to the property may be in the name of a limited liability company.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"Originator" means Notable, in its capacity as "Originator" under the Transfer Agreement, or any other Person acting as seller under the Transfer Agreement and that has been approved in writing by the Administrative Agent in its sole discretion.

"Other Connection Taxes" has the meaning given in Section 11.03(a) of the Credit Agreement.

"Other Taxes" has the meaning given in Section 11.03(b) of the Credit Agreement.

"Parent" means Compass, Inc. f/k/a Urban Compass, Inc.

"Parent Credit Agreement" means the Revolving Credit and Guaranty Agreement, dated as of March 4, 2021, among Parent, as the borrower, the other obligors from time to time party thereto, the lenders and issuing banks from time to time party thereto and Barclays Bank PLC, as administrative agent, collateral agent and syndication agent, as may be amended, restated, supplemented or otherwise modified from time to time.

"Participant" means any Person to whom a participation is sold as permitted by Section 11.06(d) of the Credit Agreement.

"PATRIOT Act" has the meaning assigned to such term in Section 11.16 of the Credit Agreement.

"Payment Date" means (a) the twenty-second (22nd) calendar day following the end of each calendar month, or if such day is not a Business Day, the immediately following Business Day, beginning in the month of September 2020 and (b) the Final Maturity Date.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

"Percentage" of any Lender means, (a) with respect to any Lender party hereto on the date hereof, the percentage set forth opposite such Lender's name on Schedule 1 to the Credit Agreement, as such amount is reduced by any Assignment and Acceptance entered into by such Lender with an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor, or (b) with respect to a Lender that has become a party hereto pursuant to an Assignment and Acceptance, the percentage set forth therein as such Lender's Percentage, as such amount is reduced by an Assignment and Acceptance entered into between such Lender and an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor.

"Performance Guarantor" means, the Parent.

"Performance Guaranty" means that certain Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Secured Parties.

"Periodic Term SOFR Determination Day" has the meaning assigned to such term in the definition of "Term SOFR".

"Permitted Asset Sale" means each of the following:

a.the sale and transfer by the Borrower to the Seller of any Excess Concentration Receivable;

b.the sale and transfer by the Borrower to the Seller or any other Person of any Charged-Off Receivables; and

c.in connection with any optional prepayment of the Advances pursuant to Section 2.05(a) of the Credit Agreement, the sale and transfer to the Seller of any Facility Receivables identified for release by the Borrower so long as (i) such Facility Receivables are substantially and contemporaneously sold by the Seller (or an Affiliate thereof), without recourse, to a special-purpose third party purchaser in connection with the closing of a securitization transaction and (ii) the Borrower certifies that such Facility Receivables were not selected pursuant to procedures designed to be adverse to the Administrative Agent or the Lenders.

"Permitted Assignee" means (i) a Lender (other than any Defaulting Lender) or any of its Affiliates, (ii) any commercial paper conduit administered by the Administrative Agent or an Affiliate of the Administrative Agent and (iii) any Conduit Lender and any of its Program Support Providers or Conduit Assignees.

"Permitted IPO" means any transactions or actions taken in connection with and reasonably related to an equity issuance by the Parent or an Affiliate consisting of a primary public offering of its common stock pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933 as amended (whether alone or in connection with a secondary public offering), including any direct listing.

"Permitted Liens" means the following: (a) Liens in favor of the Administrative Agent granted pursuant to the Credit Agreement or any other Facility Document; (b) Liens for taxes, assessments and governmental charges not yet due or the payment of which is being contested in good faith and by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP; (c) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmens' and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 45 days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and for which reserves are maintained in accordance with GAAP; (d) deposits and pledges of cash securing (i) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations that are not past due and do not exceed $250,000 in the aggregate; (e) judgment Liens not resulting in an Event of Default under Section 6.01(h) of the Credit Agreement; and (f) (i) Liens in favor of collecting banks arising under Section 4-210 of the UCC or any similar law, and (ii) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained in the ordinary course of business with such creditor depository institution, provided that no such deposit account is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by bank regulators and no such deposit account serves as collateral to any Person other than the Administrative Agent.

"Person" means an individual or a corporation (including a business trust), partnership, trust, incorporated or unincorporated association, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind.

"Plan" means an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is sponsored by the Borrower or a member of its ERISA Group or to which the

Borrower or a member of its ERISA Group is obligated to make contributions or has any liability.

"Post-Default Rate" means a rate per annum equal to (i) the Base Rate plus (ii) 6.50% per annum.

"Potential Terminated Lender" has the meaning specified in Section 2.14 of the Credit Agreement.

"Prime Rate" means the rate announced by the Administrative Agent from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors. The Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate. The Prime Rate may not be less than 0.00%.

"Principal Balance" means, as of any date of determination and with respect to a Facility Receivable, an amount equal to (i) the related Receivable Initial Amount, plus (ii) any related Receivable Subsequent Draw Amounts, minus (iii) the amount of any Collections (other than with respect to Interest Receivables or Fee Receivables) received from or on behalf of the related Obligor with respect to such Facility Receivable and the related Loan.

"Principal Paydown" means, as of any Determination Date, for the Collection Period then ended, the difference between (i) the sum of the Discounted PrincipalReceivable Balance for each Facility Receivable as of the beginning of such Collection Period, in each case, multiplied by the applicable Advance Rate for each such Facility Receivable as of the beginning of such Collection Period, minus (ii) for each Facility Receivable included in the calculation set forth in clause (i) above, the sum of the Discounted PrincipalReceivable Balance for each such Facility Receivable as of the beginning of such Collection Period, in each case, multiplied by the applicable Advance Rate for each such Facility Receivable as of the end of such Collection Period.

"Priority of Payments" has the meaning specified in Section 9.01 of the Credit Agreement.

"Proceeds" has, with reference to any asset or property, the meaning assigned to it under the UCC and, in any event, shall include, but not be limited to, any and all amounts from time to time paid or payable under or in connection with such asset or property.

"Program Support Agreement" means, with respect to any Conduit Lender, any liquidity agreement or any other agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of such Conduit Lender (or any related commercial paper issuer that finances such Conduit Lender), the issuance of one or more surety bonds for which such Conduit Lender or such related issuer is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by the Conduit Lender or such related issuer to any Program Support Provider of any interest in an Advance (or portions thereof or participations therein) and/or the making of loans and/or other extensions of liquidity or credit to the Conduit Lender or such related issuer in connection with its commercial paper program, together with any letter of credit, surety bond or other instrument issued thereunder.

"Program Support Provider" means and includes any bank, insurance company or other financial institution now or hereafter extending liquidity or credit or having a commitment to extend liquidity or credit to or for the account of, or to make purchases from, a Conduit Lender

(or any related commercial paper issuer that finances such Conduit Lender) in support of commercial paper issued, directly or indirectly, by such Conduit Lender in order to fund Advances made by such Conduit Lender under the Credit Agreement or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such Conduit Lender's or such related issuer's commercial paper program, but only to the extent that such letter of credit, surety bond, or other instrument supported either CP issued to make Advances and purchase the Advances under the Credit Agreement or was dedicated to that Program Support Provider's support of the Conduit Lender as a whole rather than one particular issuer (other than the Borrower) within such Conduit Lender's commercial paper program.

"Property" means, with respect to any Notable Receivable, the residential real estate property listed in the related Loan Agreement and in connection with which the related Obligor applied for the related Loan.

"Property Debt" means all debt secured by the related Property.

"Purchasable Receivable" means a Notable Receivable that meets the criteria of a Compass Qualified Receivable as of the Cutoff Date of the applicable Offer List.

"Purchase Agreement" means that certain Amended and Restated Receivables Purchase Agreement, dated as of July 29, 2021, between the Seller, as "seller," and the Borrower, as "buyer."

"Purchase Price" has the meaning specified in Section 3.1 of the Purchase Agreement.

"QIB" has the meaning specified in Section 11.06(f) of the Credit Agreement.

"Qualified Purchaser" has the meaning specified in Section 11.06(f) of the Credit Agreement.

"Rating Agencies" means Moody's, S&P and, if applicable, Fitch.

"Receivable Balance" means, as of any date of determination and with respect to a Facility Receivable, an amount equal to (i) the related Receivable Initial Amount, plus (ii) any related Receivable Subsequent Draw Amounts, plus (iii) the Fee Balance (to the extent not otherwise included in the calculation of the Receivable Initial Amount or any Receivable Subsequent Draw Amounts for such Facility Receivable), if any, plus (iv) the Interest Balance, if any, minus (v) the amount of any Collections received from or on behalf of the related Obligor with respect to such Facility Receivable and the related Loan.

"Receivable Initial Amount" means, with respect to any Notable Receivable, the aggregate principal amount dispersed to the related Obligor in accordance with the terms of the related Loan Agreement from and including the related Receivable Origination Date to and including the initial Cutoff Date with respect to such Notable Receivable.

"Receivable Obligor Origination State" means, with respect to any Notable Receivable, the State or U.S. territory in which the related Obligor resided on the related Receivable Origination Date.

"Receivable Original Amount" means, with respect to any Notable Receivable, the full principal amount approved as shown in either (a) the related Loan Agreement and related documents or (b) the final payment schedule, as applicable.

"Receivable Origination Date" means, with respect to any Notable Receivable, the calendar date on which the related Loan was originated by the Originator, as indicated in the Originator's records.

"Receivable Subsequent Draw Amount" means, with respect to any Notable Receivable, the aggregate principal amount dispersed to the related Obligor in accordance with the terms of the related Loan Agreement from and excluding the Cutoff Date relating to the last Purchase Date upon which the Borrower purchased the Receivable Initial Amount or a Receivable Subsequent Draw Amount relating to such Loan to and including the Cutoff Date relating to such Receivable Subsequent Draw Amount. For the avoidance of doubt, with respect to any Notable Receivable, the sum of the related Receivable Initial Amount plus all Receivable Subsequent Draw Amounts cannot exceed the Receivable Original Amount for such Notable Receivable.

"Receivables List" has the meaning specified in Section 2.2(b) of the Transfer Agreement.

"Register" has the meaning specified in Section 11.06(e) of the Credit Agreement.

"Regulation D" means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Regulation T", "Regulation U" and "Regulation X" mean Regulation T, U and X, respectively, of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Regulatory Change" has the meaning specified in Section 2.09(a) of the Credit Agreement.

"Reference Time" with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, the time set forth in the definition of Term SOFR, and (2) if such Benchmark is not Adjusted Term SOFR, the time determined by the Administrative Agent in accordance with the Benchmark Replacement Conforming Changes.

"Regulatory Event" shall mean (a) the commencement by written notice by any Governmental Authority of any lawsuit or similar adversarial court or regulatory proceeding against the Borrower or any of its Affiliates or, to the knowledge of the Borrower, the Originator or the Servicer, challenging such Person's authority to originate, hold, own, service, pledge, collect or enforce any Facility Receivable, or otherwise alleging any material non-compliance by any of the Borrower, the Originator or the Servicer or any of their respective Affiliates with any Applicable Laws restricting the ability of such Person to originate, hold, own, service, pledge, collect or enforce such Facility Receivable, which lawsuit or proceeding is not released or terminated in a manner acceptable to Administrative Agent within ninety (90) calendar days of commencement thereof or (b) the issuance or entering of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction (other than the imposition of a monetary fine), order or ruling against any of the Borrower or any of its Affiliates or, to the knowledge of the Borrower, the Originator or the Servicer, restricting the ability of such Person to originate, hold, own, service, pledge, collect or enforce any Facility Receivables, and which, in the case of any such lawsuit, proceeding or other event described in clause (a) or (b) above, has a material adverse effect on the enforceability, collectability or ability to service such Facility Receivable or renders the Purchase Agreement unenforceable in such jurisdiction, as determined by the Administrative Agent in its reasonable judgment; provided, that, in each case, upon the favorable resolution of any such lawsuit, proceeding or other event, or if such determination by the Administrative Agent shall have ceased to be applicable, such Regulatory Event shall cease to exist.

"Related Documents" means, with respect to any Notable Receivable, all agreements or documents evidencing, guaranteeing, securing, governing or giving rise to such Notable Receivable, including the Loan Agreement under which an extension of credit is made by the Originator to the related Obligor through the Seller's lending platform, such agreements not to include the Concierge Mastercard Program Agreement for Concierge Cardholder or any agreement servicing an equivalent function.

"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

"Repurchased Receivable" has the meaning assigned to such term in Section 6.1 of the Purchase Agreement.

"Request for Advance" has the meaning assigned to such term in Section 2.02 of the Credit Agreement.

"Requested Amount" has the meaning assigned to such term in Section 2.02 of the Credit Agreement.

"Reserve Account" means any account established by the Borrower at the Account Bank, in the name of the Borrower, which account has been designated as the Reserve Account and is subject to the Account Control Agreement.

"Reserve Account Available Amount" means, at any time, the amount on deposit in the Reserve Account.

"Reserve Account Deficit" means, at any time, the excess, if any, of (A) the Reserve Account Required Amount over (B) the Reserve Account Available Amount.

"Reserve Account Required Amount" means, as of any date of determination including any Borrowing Date, an amount equal to the product of (i) the Eligible Pool Balance as of such date and (ii) 3.0%; provided, however, that if there are no Obligations outstanding under the Credit Agreement, the Reserve Account Required Amount shall equal zero.

"Reserve Account Withdrawal Amount" has the meaning specified in Section 8.03(b) of the Credit Agreement.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Responsible Officer" means (a) in the case of a corporation, partnership or limited liability company that, pursuant to its Constituent Documents, has officers, any chief executive officer, chief financial officer, chief capital officer, chief administrative officer, chief accounting officer, head of finance, head of capital markets, president, senior vice president, vice president, assistant vice president, treasurer, secretary, assistant secretary, director or manager, (b) in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner, (c) additionally, in the case of a limited liability company, any Responsible Officer of the sole member or managing member, acting on behalf of the sole member or managing member in its capacity as sole member or managing member, (d) in the case of a trust, the Responsible Officer of the trustee, acting on behalf of such trustee in its capacity as trustee and (e) in the case of the Administrative Agent, an officer of the Administrative Agent as applicable responsible for the administration of the Credit Agreement.

"Restricted Payments" means the declaration of any distribution or dividends or the payment of any other amount by the Borrower to any shareholder, partner, member or other equity investor in the Borrower on account of any share, membership interest, partnership interest or other equity interest in respect of the Borrower, or the payment on account of, or the setting apart of assets for a sinking or other analogous fund for, or the purchase or other acquisition of any class of stock of or other equity interest in the Borrower or of any warrants, options or other rights to acquire the same (or to make any "phantom stock" or other similar payments in the nature of distributions or dividends in respect of equity to any Person), whether now or hereafter outstanding, either directly or indirectly, whether in cash, property (including marketable securities), or any payment or setting apart of assets for the redemption, withdrawal, retirement, acquisition, cancellation or termination of any share, membership interest, partnership interest or other equity interest in respect of the Borrower.

"Retransfer Date" has the meaning assigned to such term in Section 6.2 of the Purchase Agreement.

"Revolving Period" means the period from and including the Closing Date to and including the earliest of (a) the Amortization Date or (b) the date of the termination of the Commitments pursuant to Section 6.02 of the Credit Agreement.

"Sanctioned Country" means, at any time, a country or territory which is the subject or target of any comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or by another governmental authority with jurisdiction over the Borrower or the Seller, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned 50 percent or more in the aggregate by one or more such Person.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) any other governmental authorities with jurisdiction over the Borrower or the Seller.

"S&P" means S&P Global Ratings, together with its successors.

"Scheduled Revolving Period Termination Date" means August 43, 20235 or such later date as may be agreed to in writing by the Borrower, the Administrative Agent and each of the Lenders; provided that, if the Scheduled Revolving Period Termination Date would otherwise not be a Business Day, then the Scheduled Revolving Period Termination Date shall be the immediately preceding Business Day.

"Secured Parties" means the Administrative Agent, the Lenders and their respective permitted successors and assigns.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

"Securitisation Regulations" means the EU Securitisation Regulation and the UK Securitisation Regulation.

"Seller" means Compass Concierge, LLC.

"Servicer" means Notable, in its capacity as "Servicer" under the Servicing Agreement, or any other Person acting as successor servicer and that has been approved in writing by the Administrative Agent.

"Servicer Event of Default" is defined in Section 4.01 of the Servicing Agreement.

"Servicing Agreement" means that certain Amended and Restated Servicing Agreement, dated as of July 29, 2021, between the Servicer and the Borrower.

"Servicing Fee" means, with respect to any Payment Date, an amount equal to the product of (i) the Servicing Fee Rate, (ii) 1/12 and (iii) the average of the aggregate Principal Balance of(for the avoidance of doubt, excluding any Fee Balances) of the Facility Receivables as of the end of (x) the first day of the immediately preceding Collection Period and (y) the last day of such preceding Collection Period. For the avoidance of doubt, no Servicing Fee is charged on Charged-Off Receivables.

"Servicing Fee Rate" means 0.75%.

"Servicing File" means, with respect to any Facility Receivable, the items, documents, files and records pertaining to the servicing of the related Loan, including, but not limited to, the computer files, data tapes, books, records, notes, copies of the Related Documents, and all additional documents generated as a result of, or utilized in originating and/or servicing such Facility Receivable and the related Loan, which are delivered to, or generated by, the Servicer.

"Servicing Standard" is defined in Section 2.02 of the Servicing Agreement.

"SOFR Advance" means an Advance that bears interest at a rate based on Daily Simple SOFR, Term SOFR or Compounded SOFR, other than, in each case, pursuant to clause (c) of the definition of "Base Rate".

"SOFR Rate Day" has the meaning assigned to such term in the definition of "Term SOFR".

"SOFR" means a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator's Website.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Administrator's Website" means the SOFR Administrator's website, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator of the secured overnight financing rate from time to time).

"Solvency Certificate" means a Closing Date Certificate or Amendment Effective Date Certificate substantially in the form of Exhibit G to the Credit Agreement.

"Solvent" means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person's debt (including contingent liabilities) does not exceed the present fair market value of such Person's present assets; (b) such Person's capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is "solvent" within the meaning given that term and similar terms under the Bankruptcy Code, Section 271 of the Debtor and Creditor Law of the State of New York or other Applicable Laws relating to fraudulent transfers and conveyances.

"Subsidiaries" means, with respect to any Person, any corporation or other Person of which more than 50% of the outstanding Equity Interests having ordinary voting power to elect members of the board of directors, board of managers or other governing body of such Person (other than Equity Interests having such power only by reason of the happening of a contingency), are at the time, directly or indirectly, owned by, or the management of which is otherwise controlled, directly or indirectly, by, such Person and one or more of its other Subsidiaries or a combination thereof.

"Successor Servicing Excess Servicing Fee" means such portion of the Servicing Fee accruing at a rate per annum in excess of the Servicing Fee Rate.

"Successor Servicing Transition Fee" has the meaning set forth in the Backup Servicing Agreement.

"Tangible Net Worth" means, as of any date, the aggregate total assets of the Parent and its Subsidiaries, calculated in accordance with GAAP, minus the aggregate total debt of the Parent and its Subsidiaries, calculated in accordance with GAAP, minus the amount of all intangible items reflected therein, including all unamortized debt discount and expense, goodwill, patents, trademarks, service marks, trade names, copyrights, and all similar items that should properly be treated as intangibles in accordance with GAAP.

"Taxes" has the meaning assigned to such term in Section 11.03(a) of the Credit Agreement.

"Term SOFR" means,

(a) with respect to any SOFR Advance for any day (a "SOFR Rate Day"), the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Accrual Period on the day (such day, the "Periodic Term SOFR Determination Day") and that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period, as such rate is published by the Term SOFR Administrator, plus the Applicable SOFR Adjustment; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Period Term SOFR Determination Day, and

(b) with respect to any Base Rate Advance for any day, the Term SOFR Reference Rate for one (1) month on the day (such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such rate is published by the Term SOFR Administrator for such Base Rate Term SOFR Determination Day at 6:00 a.m. (New York City time); provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for one (1) month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for one (1) month as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for one (1) month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

"Term SOFR Advance" means an Advance that bears interest at a rate based on Term SOFR.

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Total Liabilities" means, for any Person, as at any date of determination, the aggregate amount of all Indebtedness of such Person, as determined on a consolidated basis in accordance with GAAP.

"Transfer Agreement" means that certain Amended and Restated Transfer Agreement, dated as of July 29, 2021, between the Originator and the Seller.

"Transferred Receivable" has the meaning specified in Section 1.1 of the Purchase Agreement.

"UCC" means the Uniform Commercial Code, as from time to time in effect in the State of New York; provided that if, by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interests granted to the Administrative Agent pursuant to the Credit Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than the State of New York, then "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"UK Securitisation Regulation" means Regulation (EU) 2017/2402 as it forms part of the United Kingdom domestic law by operation of the EUWA, and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, as amended and in effect from time to time, together with all relevant technical standards applicable in relation thereto, and any relevant guidance relating thereto.

"United States" means the United States of America.

"Unmatured Event of Default" means any event which, with the passage of time specified in the related cure period for such event, the giving of notice, or both, would constitute an Event of Default.

"Unmatured Servicer Event of Default" means any event which, with the passage of time, the giving of notice, or both, would constitute a Servicer Event of Default.

"Unrestricted Cash" means, with respect to any calendar month or fiscal quarter, (i) the cash and cash equivalents of the Parent and its consolidated Subsidiaries that, in accordance with GAAP, is reflected on the consolidated balance sheet of the Parent and its consolidated Subsidiaries, as of the end of such calendar month or fiscal quarter, as applicable, but only to the extent that such cash and cash equivalents (or any deposit account or securities account in which such cash and cash equivalents are held) are not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor, including any cash or cash equivalents collateralizing any letters of credit and (ii) investments in money market funds or securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six (6) months from the date of acquisition; provided, that the calculation of Unrestricted Cash to the extent attributable to any Subsidiary shall be the Unrestricted Cash of such Subsidiary multiplied by the percentage Equity Interests in such Subsidiary held by the Parent (measured against all Equity Interests in such Subsidiary held by all Persons).

"Unused Fees" has the meaning assigned to such term in the Fee Letter.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Tax Compliance Certificate" has the meaning specified in Section 11.03(g)(ii) of the Credit Agreement.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

"Volcker Rule" means the common rule entitled "Proprietary Trading and Certain Interests and Relationships with Covered Funds" published at 79 Fed. Reg. 5779 et seq.

"Weighted Average Advance Rate" means, as of any date of determination, a percentage equal to (a) the aggregate product of (i) the Discounted PrincipalReceivable Balance for each Eligible Receivable as of such date, multiplied by (ii) the applicable Advance Rate for each such Eligible Receivable as of such date, divided by (b) the Eligible Pool Balance.

"Weighted Average FICO Score" means, with respect to any pool of Eligible Receivables as of any date of determination, the ratio (expressed as a number) obtained by (a) summing the products obtained by multiplying, for each such Eligible Receivable as of such date and in respect of which the related Obligor has a FICO Score:


The FICO Score of the Obligor of such Eligible Receivable			X			The Discounted PrincipalReceivable Balance of such Eligible Receivable as of such date

and (b) dividing such sum by the Aggregate Discounted PrincipalReceivable Balance of such pool of Eligible Receivables in respect of which the related Obligor has a FICO Score as of such date of determination.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SCHEDULE 1

DATA FILE FIELDS

(A)With respect to each Data File required to be delivered pursuant to Section 2.02(a) of the Credit Agreement, such Data File shall contain the following information with respect to each Loan listed in such Data File:

1.identification number;

2.Receivable Origination Date;

3.Receivable Original Amount;

4.Acceleration Event (i.e., delisted, Exclusive Listing Agreement cancelation, etc.);

5.Ooutstanding principal balance as of the related Cutoff Date;

6.Discounted PrincipalFee Balance as of the related Cutoff Date;

7.APR as of the related Cutoff Date;

8.Interest Balance as of the related Cutoff Date;

9.Receivable Balance as of the related Cutoff Date;

10.Discounted Receivable Balance as of the related Cutoff Date;

11.(7) closing date of the related Property (if applicable and known to the Seller at the time of Purchase), notice of expiration or cancelation by the Obligor of the related Exclusive Listing Agreement and failure to re-execute another Exclusive Listing Agreement within ten (10) Business Days, and notice of the date that is one hundred twenty (120) days following the cancellation of the related Exclusive Listing Agreement by an Affiliate of the Seller, as applicable;

12.(8) invoice date (if applicable);

13.(9) the date that is three hundred and sixty-five (365) days from the related Receivable Origination Date;

14.(10) aging as of the related Cutoff Date (in days);

15.(11) Maximum Remaining Term as of the related Cutoff Date;

16.(12) Receivable Obligor Origination State;

17.(13) listing price of the related Property as of the Receivable Origination Date;

18.(14) stated Property Debt;

19.(15) verified Property Debt (if FICO < 750);

20.(16) Net Home Equity of the related Obligor;

21.(17) Property Debt verification status;

22.(18) FICO Score of the related Obligor;

23.(19) current status as of the related Cutoff Date;

24.(20) total refunded as of the related Cutoff Date;

25.(21) total disbursed as of the related Cutoff Date;

26.(22) total repaid as of the related Cutoff Date;

27.(23) total collected as of the related Cutoff Date (repaid and refunded);

28.(24) Purchasable Receivable (Y/N);

29.(25) last repayment date; and

30.(26) delinquency (days).

(B)With respect to each Data File required to be delivered pursuant to Section 8.05(a)(i) of the Credit Agreement or included with any Monthly Report, such Data File shall contain the following information with respect to each Loan:

(1)identification number;

(2)Receivable Origination Date;

(3)Receivable Original Amount;

(4)outstanding principal balance as of the last day of the prior Collection Period;

(5)Discounted PrincipalFee Balance as of the last day of the prior Collection Period;

(6)APR as of the last day of the prior Collection Period;

(7)Interest Balance as of the last day of the prior Collection Period;

(8)Receivable Balance as of the last day of the prior Collection Period;

(9)Discounted Receivable Balance as of the last day of the prior Collection Period;

(10)(6) closing date of the related Property (if applicable and known to the Seller at the time of Purchase), notice of expiration or cancelation by the Obligor of the related Exclusive Listing Agreement and failure to re-execute another Exclusive Listing Agreement within ten (10) Business Days, and notice of the date that is one hundred twenty (120) days following the cancellation of the related Exclusive Listing Agreement by an Affiliate of the Seller, as applicable;

(11)(7) invoice date (if applicable);

(12)(8) the date that is three hundred and sixty-five (365) days from the related Receivable Origination Date;

(13)(9) aging as of the as of the last day of the prior Collection Period (in days);

(14)(10) Maximum Remaining Term as of the last day of the prior Collection Period;

(15)(11) Receivable Obligor Origination State;

(16)(12) listing price of the related Property as of the Receivable Origination Date;

(17)(13) stated Property Debt;

(18)(14) verified Property Debt;

(19)(15) Net Home Equity of the related Obligor;

(20)(16) Property Debt verification status (if FICO < 750);

(21)(17) FICO Score of the related Obligor;

(22)(18) current status as of the last day of the prior Collection Period;

(23)(19) total refunded as of the last day of the prior Collection Period;

(24)(20) total disbursed as of the last day of the prior Collection Period;

(25)(21) total repaid as of the last day of the prior Collection Period;

(26)(22) total collected as of the last day of the prior Collection Period (repaid and refunded);

(27)(23) Purchasable Receivable (Y/N);

(28)(24) last repayment date; and

(29)(25) delinquency (days).

SCHEDULE 2

SCHEDULE FOR ELIGIBLE RECEIVABLES (CLAUSE (O) OF "ELIGIBLE RECEIVABLE"):

(a)(i) was originated less than three hundred ninety-five (395) days prior to any date of determination or (ii) if such Facility Receivable received an Approved Extension and/or an Approved Payment Plan Adjustment, was originated less than five hundred and seventy-five (575) days prior to any date of determination;

(b)the related Obligor thereunder had a FICO Score of 650 or higher as of the related Receivable Origination Date;

(c)with respect to any Notable Receivable whose related Loan was originated after the Closing Date, the Receivable Original Amount is less than or equal to $75,000;

(d)with respect to any Notable Receivable whose related Loan was originated prior to March 15, 2020, the Receivable Original Amount is less than or equal to $150,000;

(e)the Property relating to such Notable Receivable has a listing price of less than or equal to $5,000,000 as of the Receivable Origination Date;

(f)the related Obligor's Net Home Equity is at least 200% of the Receivable Original Amount, unless otherwise consented to in writing by the Administrative Agent in its reasonable discretion;

(g)the Originator received confirmation from the representing agent that an Exclusive Listing Agreement was entered into prior to final approval and disbursement of the related Notable Receivable;

(h)the related Receivable Agreement provides for an annual percentage rate of interest equal to 0.0%, unless otherwise consented to in writing by the Administrative Agent in its reasonable discretion[reserved];

(i)(i) with respect to any Notable Receivable whose related Loan was originated prior to the Closing Date, to the knowledge of the Originator, the Property relating to such Notable Receivable is a residential dwelling and (ii) with respect to any Notable Receivable whose related Loan was originated after the Closing Date, the Property relating to such Notable Receivable is a residential dwelling as confirmed by the representing agent; and

(j)the Receivable Original Amount does not exceed 7% of the related Property's listing price.

Exhibit D

Concierge Capital Underwriting Policy

[See Attached]

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Reffkin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Compass, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023


By:			/s/ Robert Reffkin
			Robert Reffkin
			Chief Executive Officer
			(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kalani Reelitz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Compass, Inc.;

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023


By:			/s/ Kalani Reelitz
			Kalani Reelitz
			Chief Financial Officer
			(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Reffkin, Chief Executive Officer and Interim Principal Financial Officer of Compass, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.

Date: August 8, 2023


By:			/s/ Robert Reffkin
			Robert Reffkin
			Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kalani Reelitz, Chief Financial Officer of Compass, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

2.the information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.

Date: August 8, 2023


By:			/s/ Kalani Reelitz
			Kalani Reelitz
			Chief Financial Officer

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40291
Entity Registrant Name	COMPASS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-0751604
Entity Address, Address Line One	90 Fifth Avenue, 3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
City Area Code	212
Local Phone Number	913-9058
Title of 12(g) Security	Class A Common Stock, $0.00001 par value per share
Trading Symbol	COMP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		466,071,464
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001563190
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 335.4	$ 361.9
Accounts receivable, net of allowance of $8.8 and $9.0, respectively	58.4	36.6
Compass Concierge receivables, net of allowance of $14.2 and $14.7, respectively	36.4	42.9
Other current assets	63.7	76.5
Total current assets	493.9	517.9
Property and equipment, net	171.0	192.5
Operating lease right-of-use assets	439.2	483.2
Intangible assets, net	86.4	99.3
Goodwill	203.8	198.4
Other non-current assets	30.3	41.8
Total assets	1,424.6	1,533.1
Current liabilities
Accounts payable	23.3	28.1
Commissions payable	97.0	48.0
Accrued expenses and other current liabilities	108.6	164.9
Current lease liabilities	101.4	94.6
Total current liabilities	510.7	517.5
Non-current lease liabilities	448.1	486.5
Other non-current liabilities	14.1	8.4
Total liabilities	972.9	1,012.4
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at June 30, 2023 and December 31, 2022; 462,987,617 shares issued and outstanding at June 30, 2023; 438,098,194 shares issued and outstanding at December 31, 2022	0.0	0.0
Additional paid-in capital	2,842.3	2,713.6
Accumulated deficit	(2,394.7)	(2,196.5)
Total Compass, Inc. stockholders’ equity	447.6	517.1
Non-controlling interest	4.1	3.6
Total stockholders' equity	451.7	520.7
Total liabilities and stockholders’ equity	1,424.6	1,533.1
Concierge credit facility
Current liabilities
Credit facility	30.4	31.9
Revolving credit facility
Current liabilities
Credit facility	$ 150.0	$ 150.0

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for credit loss on accounts receivable current	$ 8.8	$ 9.0
Allowance for credit loss on financing receivable current	$ 14.2	$ 14.7
Common stock par or stated value per share (in dollars per share)	$ 0.00001	$ 0.00001
Common stock shares authorized (in shares)	13,850,000,000	13,850,000,000
Common stock shares issued (in shares)	462,987,617	438,098,194
Common stock shares outstanding (in shares)	462,987,617	438,098,194

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 1,494,000,000	$ 2,020,100,000	$ 2,451,200,000	$ 3,417,100,000
Operating expenses:
Commissions and other related expense	1,224,000,000	1,652,900,000	2,014,900,000	2,799,300,000
Sales and marketing	113,300,000	154,900,000	228,600,000	299,900,000
Operations and support	83,000,000.0	104,900,000	164,100,000	213,800,000
Research and development	45,400,000	107,200,000	94,300,000	215,400,000
General and administrative	34,700,000	55,200,000	69,100,000	110,500,000
Restructuring costs	15,900,000	18,900,000	26,000,000.0	18,900,000
Depreciation and amortization	22,300,000	25,400,000	47,200,000	44,100,000
Total operating expenses	1,538,600,000	2,119,400,000	2,644,200,000	3,701,900,000
Loss from operations	(44,600,000)	(99,300,000)	(193,000,000.0)	(284,800,000)
Investment income, net	2,500,000	300,000	5,400,000	400,000
Interest expense	(4,100,000)	(700,000)	(7,300,000)	(1,400,000)
Loss before income taxes and equity in loss of unconsolidated entity	(46,200,000)	(99,700,000)	(194,900,000)	(285,800,000)
Income tax benefit	0	1,500,000	0	1,400,000
Equity in loss of unconsolidated entity	(700,000)	(2,900,000)	(2,200,000)	(5,000,000.0)
Net loss	(46,900,000)	(101,100,000)	(197,100,000)	(289,400,000)
Net (income) loss attributable to non-controlling interests	(900,000)	(100,000)	(1,100,000)	200,000
Net loss attributable to Compass, Inc.	$ (47,800,000)	$ (101,200,000)	$ (198,200,000)	$ (289,200,000)
Net loss per share attributable to Compass, Inc., basic (in dollars per share)	$ (0.10)	$ (0.24)	$ (0.44)	$ (0.69)
Net loss per share attributable to Compass, Inc., diluted (in dollars per share)	$ (0.10)	$ (0.24)	$ (0.44)	$ (0.69)
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic (in shares)	460,960,349	427,987,083	455,538,666	421,719,718
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., diluted (in shares)	460,960,349	427,987,083	455,538,666	421,719,718

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Millions	Total	2021 Agent Equity Program	2022 Agent Equity Program	Common Stock	Common Stock 2021 Agent Equity Program	Common Stock 2022 Agent Equity Program	Additional Paid-in Capital	Additional Paid-in Capital 2021 Agent Equity Program	Additional Paid-in Capital 2022 Agent Equity Program	Accumulated Deficit	Total Compass, Inc. Stockholders’ Equity	Total Compass, Inc. Stockholders’ Equity 2021 Agent Equity Program	Total Compass, Inc. Stockholders’ Equity 2022 Agent Equity Program	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2021				409,267,751
Beginning balance at Dec. 31, 2021	$ 847.6						$ 2,438.8			$ (1,595.0)	$ 843.8			$ 3.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(289.4)									(289.2)	(289.2)			(0.2)
Issuance of common stock in connection with acquisitions (in shares)				123,852
Issuance of common stock in connection with acquisitions	0.8						0.8				0.8
Issuance of common stock upon exercise of stock options (in shares)				3,532,188
Issuance of common stock upon exercise of stock options	7.7						7.7				7.7
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares)				3,424,330
Issuance of common stock upon settlement of RSUs, net of taxes withheld	(13.8)						(13.8)				(13.8)
Vesting of early exercised stock options	2.2						2.2				2.2
Issuance of common stock in connection with the Agent Equity Program (in shares)					13,608,896
Issuance of common stock in connection with the Agent Equity Program		$ 100.0						$ 100.0				$ 100.0
Stock-based compensation	100.7						100.7				100.7
Ending balance (in shares) at Jun. 30, 2022				429,957,017
Ending balance at Jun. 30, 2022	755.8						2,636.4			(1,884.2)	752.2			3.6
Beginning balance (in shares) at Mar. 31, 2022				426,965,766
Beginning balance at Mar. 31, 2022	805.5						2,585.0			(1,783.0)	802.0			3.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(101.1)									(101.2)	(101.2)			0.1
Issuance of common stock in connection with acquisitions (in shares)				123,852
Issuance of common stock in connection with acquisitions	0.8						0.8				0.8
Issuance of common stock upon exercise of stock options (in shares)				937,599
Issuance of common stock upon exercise of stock options	2.2						2.2				2.2
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares)				1,929,800
Issuance of common stock upon settlement of RSUs, net of taxes withheld	(6.4)						(6.4)				(6.4)
Vesting of early exercised stock options	1.1						1.1				1.1
Stock-based compensation	53.7						53.7				53.7
Ending balance (in shares) at Jun. 30, 2022				429,957,017
Ending balance at Jun. 30, 2022	$ 755.8						2,636.4			(1,884.2)	752.2			3.6
Beginning balance (in shares) at Dec. 31, 2022	438,098,194			438,098,194
Beginning balance at Dec. 31, 2022	$ 520.7						2,713.6			(2,196.5)	517.1			3.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(197.1)									(198.2)	(198.2)			1.1
Issuance of common stock in connection with acquisitions (in shares)				2,578,204
Issuance of common stock in connection with acquisitions	$ 8.2						8.2				8.2
Issuance of common stock upon exercise of stock options (in shares)	2,097,108			2,097,108
Issuance of common stock upon exercise of stock options	$ 2.9						2.9				2.9
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares)				5,697,711
Issuance of common stock upon settlement of RSUs, net of taxes withheld	(10.3)						(10.3)				(10.3)
Vesting of early exercised stock options	0.4						0.4				0.4
Issuance of common stock in connection with the Agent Equity Program (in shares)						14,147,480
Issuance of common stock in connection with the Agent Equity Program			$ 53.3						$ 53.3				$ 53.3
Issuance of common stock under the Employee Stock Purchase Plan (in shares)				368,920
Issuance of common stock under the Employee Stock Purchase Plan	1.4						1.4				1.4
Stock-based compensation	72.8						72.8				72.8
Other activity related to non-controlling interests	$ (0.6)													(0.6)
Ending balance (in shares) at Jun. 30, 2023	462,987,617			462,987,617
Ending balance at Jun. 30, 2023	$ 451.7						2,842.3			(2,394.7)	447.6			4.1
Beginning balance (in shares) at Mar. 31, 2023				458,911,722
Beginning balance at Mar. 31, 2023	461.7						2,805.0			(2,346.9)	458.1			3.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(46.9)									(47.8)	(47.8)			0.9
Issuance of common stock upon exercise of stock options (in shares)				1,399,959
Issuance of common stock upon exercise of stock options	1.9						1.9				1.9
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares)				2,675,936
Issuance of common stock upon settlement of RSUs, net of taxes withheld	(4.3)						(4.3)				(4.3)
Vesting of early exercised stock options	0.2						0.2				0.2
Stock-based compensation	39.5						39.5				39.5
Other activity related to non-controlling interests	$ (0.4)													(0.4)
Ending balance (in shares) at Jun. 30, 2023	462,987,617			462,987,617
Ending balance at Jun. 30, 2023	$ 451.7						$ 2,842.3			$ (2,394.7)	$ 447.6			$ 4.1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities
Net loss	$ (197.1)	$ (289.4)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	47.2	44.1
Stock-based compensation	83.9	123.0
Equity in loss of unconsolidated entity	2.2	5.0
Change in acquisition related contingent consideration	0.6	(0.3)
Bad debt expense	2.8	3.4
Amortization of debt issuance costs	0.4	0.5
Changes in operating assets and liabilities:
Accounts receivable	(24.1)	(14.5)
Compass Concierge receivables	5.9	(26.9)
Other current assets	12.4	(15.0)
Other non-current assets	9.4	(3.3)
Operating lease right-of-use assets and operating lease liabilities	9.5	3.9
Accounts payable	(4.9)	10.6
Commissions payable	49.0	31.9
Accrued expenses and other liabilities	0.6	6.7
Net cash used in operating activities	(2.2)	(120.3)
Investing Activities
Investment in unconsolidated entity	0.0	(12.5)
Capital expenditures	(6.1)	(41.4)
Payments for acquisitions, net of cash acquired	0.0	(15.0)
Net cash used in investing activities	(6.1)	(68.9)
Financing Activities
Proceeds from exercise of stock options	2.9	7.7
Proceeds from issuance of common stock under Employee Stock Purchase Plan	1.4	0.0
Taxes paid related to net share settlement of equity awards	(10.3)	(13.8)
Payments related to acquisitions, including contingent consideration	(10.2)	(6.7)
Other	(0.5)	0.0
Net cash (used in) provided by financing activities	(18.2)	1.4
Net decrease in cash and cash equivalents	(26.5)	(187.8)
Cash and cash equivalents at beginning of period	361.9	618.3
Cash and cash equivalents at end of period	335.4	430.5
Supplemental disclosures of cash flow information:
Cash paid for interest	6.4	0.9
Supplemental non-cash information:
Issuance of common stock for acquisitions	8.2	0.8
Concierge credit facility
Financing Activities
Proceeds from drawdowns on credit facility	29.3	26.7
Repayments of drawdowns on credit facility	(30.8)	(12.5)
Revolving credit facility
Financing Activities
Proceeds from drawdowns on credit facility	75.0	0.0
Repayments of drawdowns on credit facility	$ (75.0)	$ 0.0

Business and Basis of Presentation	6 Months Ended
Business and Basis of Presentation	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Basis of Presentation	Business and Basis of Presentation Description of the Business Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc. On April 6, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began trading on the New York Stock Exchange on April 1, 2021 under the symbol “COMP”. The Company provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The Company’s platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, all custom-built for the real estate industry, which enables the Company’s core brokerage services. The platform also uses proprietary data, analytics, artificial intelligence, and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients. The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented. The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2022 included in the 2022 Form 10-K. Liquidity Since inception, the Company has primarily generated negative cash flows from operations and has primarily financed operations from net proceeds from the issuance of convertible preferred stock and common stock. In addition, a number of macroeconomic conditions, including rising inflation and rapidly rising mortgage interest rates, have contributed to a slowdown in the U.S. residential real estate market, which has had an adverse impact on the Company’s business and may continue to adversely impact the Company’s business in the future. During the year ended December 31, 2022 and the six months ended June 30, 2023, the Company enacted various restructuring actions to improve the alignment between the Company’s organizational structure and its long-term business strategy, drive cost efficiencies enabled by the Company’s technology and other competitive advantages and continue to drive toward profitability and positive free cash flow. The Company will continue to assess the impact that changing macroeconomic factors and the slowdown of the U.S. residential real estate market will have on its business and will adjust its operations as necessary. As of June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents of approximately $335.4 million and $361.9 million, respectively. Additionally, the Company has a Revolving Credit Facility, which it can draw upon provided it maintains continued compliance with certain financial and non-financial covenants. In July 2023, the Company repaid the $150.0 million outstanding as of June 30, 2023 under its Revolving Credit Facility. As a result, the Company has in excess of $300.0 million available to be drawn under the Revolving Credit Facility. Further, the Company is in compliance with each of the financial and non-financial covenants. See Note 5 — "Debt" for further details. The Company believes that it 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.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material. Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, which the Company issues to employees, affiliated agents and in certain cases in connection with business combinations, the Company generally estimates the fair value using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. The Company also issues RSUs to employees, affiliated agents and in certain cases in connection with business combinations. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offered RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offered affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program were granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company discontinued the Agent Equity Program following the issuance of RSUs during the first quarter of 2023 related to the 2022 Agent Equity Program. The Company's RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition was met on March 31, 2021, the effective date of the Company’s registration statement filed in connection with the IPO, with subsequent expense recognized using the accelerated attribution method. In December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that generally ranges from one to five years. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense on a straight-line basis as the required service-based vesting condition is satisfied. Any vested RSUs that require only a service-based vesting condition will convert to common stock following vesting and their prescribed delayed settlement periods. For RSUs granted in connection with the 2021 and 2022 Agent Equity Programs, the Company determined the value of the stock-based compensation expense at the time the underlying commission was earned and recognized the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense was recorded as a liability throughout the service periods and was reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were issued. On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company's stock on a public exchange. Such awards were valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met. New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts or other transactions affected by reference rate reform if certain criteria are met. The guidance was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This guidance also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this guidance are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Acquisitions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Pro forma revenue and earnings for this acquisition have not been presented because the acquisition is not material to the Company’s consolidated revenue and results of operations.

Contingent Consideration


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Opening balance	$	18.2	$	22.8	$	14.0	$	24.4
Acquisitions	—		3.6		8.8		3.6
Payments	(1.2)		(4.0)		(5.8)		(6.0)
Changes in fair value included in net loss	0.6		(0.7)		0.6		(0.3)
Closing balance	$	17.6	$	21.7	$	17.6	$	21.7

Other Acquisition-Related Arrangements

Fair Value of Financial Assets and Liabilities

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities


	June 30, 2023		December 31, 2022
Accrued expenses and other current liabilities	$	7.3	$	10.0
Other non-current liabilities	10.3		4.0
Total contingent consideration	$	17.6	$	14.0

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Level 3 Financial Liabilities

Debt	6 Months Ended
Debt	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt Concierge Credit Facility In July 2020, the Company entered into a Revolving Credit and Security Agreement (the “Concierge Facility”) with Barclays Bank PLC, as administrative agent, and the several lenders party thereto, which was subsequently amended on July 29, 2021, August 5, 2022 and August 4, 2023. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Company’s Compass Concierge Program. The Concierge Facility is secured primarily by the Concierge Receivables and cash of the Compass Concierge Program. Borrowings under the Concierge Facility bear interest at the term SOFR rate plus a margin of 2.75%. The two year commitment fee is 0.35% if the Concierge Facility is utilized greater than 50% and 0.50%, if the Concierge Facility is utilized less than 50%. On August 4, 2023, the revolving period under the Concierge Facility was extended to August 3, 2025. The interest rate on the Concierge Facility was 8.30% as of June 30, 2023. Pursuant to the Concierge Facility, the principal amount, if any, is payable in full in January 2026, unless earlier terminated or extended. The Company has the option to repay the borrowings under the Concierge Facility without premium or penalty prior to maturity. The Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict the Company's ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that the Company fails to comply with certain financial covenants that require the Company to meet certain liquidity-based measures, the commitments under the Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Concierge Facility. As of June 30, 2023, the Company was in compliance with the covenants under the Concierge Facility. The Concierge Facility includes customary events of default that include, among other things, nonpayment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, bankruptcy and insolvency events, material judgments and change of control. The occurrence of an event of default could result in the acceleration of the obligations and/or the increase in the applicable interest rate under the Concierge Facility. Revolving Credit Facility In March 2021, the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Facility”) with Barclays Bank PLC, as administrative agent and as collateral agent (the "Administrative Agent"), and certain other lenders, which was subsequently amended on May 1, 2023. The Revolving Credit Facility provides for a $350.0 million revolving credit facility, subject to the terms and conditions of the Revolving Credit Facility. The Revolving Credit Facility also includes a letter of credit sublimit, which is the lesser of (i) $125.0 million and (ii) the aggregate unused amount of the revolving commitments then in effect under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured by a first priority security interest in substantially all of the assets of the Company and the Company’s subsidiary guarantors. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of 0.50% or (ii) a rate per annum equal to the secured overnight financing rate ("SOFR") plus a margin of 1.50%. The base rate is equal to the highest of (a) the prime rate as quoted by The Wall Street Journal, (b) the federal funds effective rate plus 0.50%, (c) the SOFR term rate for a one-month interest period plus 1.00% and (d) 1.00%. The SOFR term rate is determined by the Administrative Agent as the forward-looking term rate plus a 0.10% adjustment. During an event of default under the Revolving Credit Facility, the applicable interest rates are increased by 2.0% per annum. The interest rate on the Revolving Credit Facility was 8.43% as of June 30, 2023. The Company is also obligated to pay other customary fees for a credit facility of this type, including a commitment fee on a quarterly basis based on amounts committed but unused under the Revolving Credit Facility of 0.175% per annum, fees associated with letters of credit and administrative and arrangement fees. The principal amount, if any, is payable in full in March 2026, unless earlier terminated or extended. The Company has the option to repay the Company’s borrowings, and to permanently reduce the loan commitments in whole or in part, under the Revolving Credit Facility without premium or penalty prior to maturity. As of June 30, 2023, there were $150.0 million in borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $41.6 million. In July 2023, the Company repaid $150.0 million in borrowings under the Revolving Credit Facility. The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and its restricted subsidiaries, affirmative covenants, such as financial statement reporting requirements, and negative covenants which restrict their ability, among other things, to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The financial covenants require that (i) the Company maintains liquidity of at least $150.0 million as of the last day of each fiscal quarter and each date of a credit extension and (ii) the Company’s consolidated total revenue as of the last day of each fiscal quarter be equal to or greater than the specified amount corresponding to such period. The minimum required consolidated revenue threshold for the trailing four fiscal quarters is $3,799.0 million during 2023 and $4,668.0 million thereafter. As of June 30, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility. The Revolving Credit Facility includes customary events of default that include, among other things, nonpayment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Revolving Credit Facility.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the Company’s business, taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal costs related to the defense of loss contingencies are expensed as incurred. Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. The Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole. Letter of Credit Agreements The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of June 30, 2023 and December 31, 2022, the Company was contingently liable for $53.2 million and $48.0 million, respectively, under these letters of credit. As of June 30, 2023, $41.6 million and $11.6 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2022, $33.0 million and $15.0 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. Escrow and Trust Deposits As a service to its home buyers and sellers, the Company administers escrow and trust deposits, which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $252.5 million and $136.7 million as of June 30, 2023 and December 31, 2022, respectively. These deposits are not assets of the Company and therefore are excluded from the accompanying condensed consolidated balance sheets. However, the Company remains contingently liable for the disposition of these deposits.

Preferred Stock and Common stock

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Preferred Stock and Common stock

Preferred Stock and Common Stock

Undesignated Preferred Stock

Common Stock

The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	444,288,853	444,288,853
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,698,764	18,698,764
Total	13,850,000,000	462,987,617	462,987,617


	December 31, 2022
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	419,842,991	419,842,991
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,255,203	18,255,203
Total	13,850,000,000	438,098,194	438,098,194

Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2012 Stock Incentive Plan

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

Stock Options


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2022	46,694,237	$	5.44	5.9	$	8.5
Granted	210,972	3.58
Exercised	(2,097,108)	1.38
Forfeited	(1,749,459)	7.03
Balance as of June 30, 2023	43,058,642	$	5.56	5.5	$	18.7
Exercisable and vested at June 30, 2023	35,797,264	$	5.04	5.1	$	18.7

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $3.50 and $2.33 as of June 30, 2023 and December 31, 2022, respectively.

During the six months ended June 30, 2023 and 2022, the intrinsic value of options exercised was $4.9 million and $19.5 million, respectively.

Restricted Stock Units

A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2022	47,189,837	$	7.10
Granted	30,103,327	3.41
Vested and converted to common stock (1)	(23,033,048)	4.91
Forfeited	(5,387,714)	7.74
Balance as of June 30, 2023	48,872,402	$	5.79

Agent Equity Program

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 is as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Commissions and other related expense	$	—	$	6.4	$	11.6	$	23.4
Sales and marketing	9.0		11.2		17.6		21.9
Operations and support	4.1		4.1		7.1		8.4
Research and development	12.6		18.9		23.0		35.8
General and administrative	13.3		18.6		24.6		33.5
Total stock-based compensation expense	$	39.0	$	59.2	$	83.9	$	123.0

As of June 30, 2023, unrecognized stock-based compensation expense totaled $223.5 million and is expected to be recognized over a weighted-average period of 2.1 years.

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized no income tax expense for the three and six months ended June 30, 2023. The Company incurred current tax expense from its operations in India, which was offset by a deferred tax benefit for future alternative minimum tax credits. The Company recognized a benefit from income taxes of $1.5 million and $1.4 million for the three and six months ended June 30, 2022, respectively. The Company continues to maintain a full valuation allowance on all domestic net deferred tax assets based on numerous factors including estimated future taxable income and historic profitability. The Company had no material uncertain tax positions as of the period ended June 30, 2023 nor does it expect a substantial increase in the next 12 months. If applicable, the Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. The U.S. is the Company’s only material tax jurisdiction. The Company is generally no longer subject to U.S. federal examination by the Internal Revenue Service (“IRS”) for years before 2015. The IRS and state taxing authorities can subject the Company to audit dating back to 2012 when the Company begins to utilize its net operating loss carryforwards.

Net Loss Per Share Attributable to Compass, Inc.

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Compass, Inc.

The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to Compass, Inc.	$	(47.8)	$	(101.2)	$	(198.2)	$	(289.2)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted	460,960,349		427,987,083		455,538,666		421,719,718
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.10)	$	(0.24)	$	(0.44)	$	(0.69)


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Outstanding stock options	43,058,642	49,893,318	43,058,642	49,893,318
Outstanding RSUs	48,872,402	59,738,313	48,872,402	59,738,313
Shares subject to the Employee Stock Purchase Plan	562,163	1,521,265	562,163	1,521,265
Unvested early exercised stock options	40,980	657,100	40,980	657,100
Unvested common stock	—	173,612	—	173,612
Total	92,534,187	111,983,608	92,534,187	111,983,608

Compass Concierge Receivables and Allowance for Credit Losses

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Compass Concierge Receivables and Allowance for Credit Losses

•No negative liens or judgements on the property;

•Seller’s available equity on the property;

•Loan to listing price ratio;

•FICO score (only for Concierge Capital program); and

•Macroeconomic conditions.

Credit Quality

Allowance for Credit Losses


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Beginning of period	$	14.2	$	14.7
Allowances	0.3		0.5
Net write-offs and other	(0.3)		(1.0)
End of period	$	14.2	$	14.2

Aging Status


	June 30, 2023
Current	$	41.7
31-90 days past due	3.2
Over 90 days past due	5.7
Total	$	50.6

Restructuring Activities

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Activities

The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and six months ended June 30, 2023 (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Severance related personnel costs	$	—	$	8.9
Lease termination costs	15.9		17.1

Write-down of fixed assets	1.4		5.3

Total expense	$	17.3	$	31.3


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Restructuring costs	$	15.9	$	26.0
Depreciation and amortization	1.4		5.3
Total expense	$	17.3	$	31.3


	Payment Due by Period
Remaining 2023	$	7.7
2024	13.9
2025	6.7
2026	2.8
Thereafter	1.6
Total	$	32.7

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (47.8)	$ (101.2)	$ (198.2)	$ (289.2)

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023 shares	Jun. 30, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Gregory Hart [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 12, 2023, Gregory Hart, Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 606,034 shares of the Company’s common stock until July 2, 2024.
Name	Gregory Hart
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 12, 2023
Arrangement Duration	417 days
Aggregate Available	606,034	606,034

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented. The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2022 included in the 2022 Form 10-K.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material.
Business Combinations	Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred.
Stock-Based Compensation	Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, which the Company issues to employees, affiliated agents and in certain cases in connection with business combinations, the Company generally estimates the fair value using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. The Company also issues RSUs to employees, affiliated agents and in certain cases in connection with business combinations. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offered RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offered affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program were granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company discontinued the Agent Equity Program following the issuance of RSUs during the first quarter of 2023 related to the 2022 Agent Equity Program. The Company's RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition was met on March 31, 2021, the effective date of the Company’s registration statement filed in connection with the IPO, with subsequent expense recognized using the accelerated attribution method. In December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that generally ranges from one to five years. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense on a straight-line basis as the required service-based vesting condition is satisfied. Any vested RSUs that require only a service-based vesting condition will convert to common stock following vesting and their prescribed delayed settlement periods. For RSUs granted in connection with the 2021 and 2022 Agent Equity Programs, the Company determined the value of the stock-based compensation expense at the time the underlying commission was earned and recognized the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense was recorded as a liability throughout the service periods and was reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were issued. On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company's stock on a public exchange. Such awards were valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met.
New Accounting Pronouncements	New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts or other transactions affected by reference rate reform if certain criteria are met. The guidance was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This guidance also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this guidance are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis

Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Opening balance	$	18.2	$	22.8	$	14.0	$	24.4
Acquisitions	—		3.6		8.8		3.6
Payments	(1.2)		(4.0)		(5.8)		(6.0)
Changes in fair value included in net loss	0.6		(0.7)		0.6		(0.3)
Closing balance	$	17.6	$	21.7	$	17.6	$	21.7

Fair Value of Financial Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements of Our Financial Instruments

The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions):


	June 30, 2023		December 31, 2022
Accrued expenses and other current liabilities	$	7.3	$	10.0
Other non-current liabilities	10.3		4.0
Total contingent consideration	$	17.6	$	14.0

Preferred Stock and Common stock (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Summary of Stock by Class

The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	444,288,853	444,288,853
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,698,764	18,698,764
Total	13,850,000,000	462,987,617	462,987,617


	December 31, 2022
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	419,842,991	419,842,991
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,255,203	18,255,203
Total	13,850,000,000	438,098,194	438,098,194

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2022	46,694,237	$	5.44	5.9	$	8.5
Granted	210,972	3.58
Exercised	(2,097,108)	1.38
Forfeited	(1,749,459)	7.03
Balance as of June 30, 2023	43,058,642	$	5.56	5.5	$	18.7
Exercisable and vested at June 30, 2023	35,797,264	$	5.04	5.1	$	18.7

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $3.50 and $2.33 as of June 30, 2023 and December 31, 2022, respectively.

Summary of Restricted Stock Units Activity

A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2022	47,189,837	$	7.10
Granted	30,103,327	3.41
Vested and converted to common stock (1)	(23,033,048)	4.91
Forfeited	(5,387,714)	7.74
Balance as of June 30, 2023	48,872,402	$	5.79

Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 is as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Commissions and other related expense	$	—	$	6.4	$	11.6	$	23.4
Sales and marketing	9.0		11.2		17.6		21.9
Operations and support	4.1		4.1		7.1		8.4
Research and development	12.6		18.9		23.0		35.8
General and administrative	13.3		18.6		24.6		33.5
Total stock-based compensation expense	$	39.0	$	59.2	$	83.9	$	123.0

Net Loss Per Share Attributable to Compass, Inc. (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to Compass, Inc.	$	(47.8)	$	(101.2)	$	(198.2)	$	(289.2)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted	460,960,349		427,987,083		455,538,666		421,719,718
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.10)	$	(0.24)	$	(0.44)	$	(0.69)

Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Outstanding stock options	43,058,642	49,893,318	43,058,642	49,893,318
Outstanding RSUs	48,872,402	59,738,313	48,872,402	59,738,313
Shares subject to the Employee Stock Purchase Plan	562,163	1,521,265	562,163	1,521,265
Unvested early exercised stock options	40,980	657,100	40,980	657,100
Unvested common stock	—	173,612	—	173,612
Total	92,534,187	111,983,608	92,534,187	111,983,608

Compass Concierge Receivables and Allowance for Credit Losses (Tables)

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Summary of ACL for Concierge Receivables

The following table summarizes the activity of the ACL for Concierge Receivables for the three and six months ended June 30, 2023 (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Beginning of period	$	14.2	$	14.7
Allowances	0.3		0.5
Net write-offs and other	(0.3)		(1.0)
End of period	$	14.2	$	14.2

Summary of Aging Analysis of Concierge Receivables

The following table presents the aging analysis of Concierge Receivables as of June 30, 2023 (in millions):


	June 30, 2023
Current	$	41.7
31-90 days past due	3.2
Over 90 days past due	5.7
Total	$	50.6

Restructuring Activities (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Summary of restructuring costs

The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and six months ended June 30, 2023 (in millions):


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Severance related personnel costs	$	—	$	8.9
Lease termination costs	15.9		17.1

Write-down of fixed assets	1.4		5.3

Total expense	$	17.3	$	31.3


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Restructuring costs	$	15.9	$	26.0
Depreciation and amortization	1.4		5.3
Total expense	$	17.3	$	31.3

Other Commitments


	Payment Due by Period
Remaining 2023	$	7.7
2024	13.9
2025	6.7
2026	2.8
Thereafter	1.6
Total	$	32.7

Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Business [Line Items]
Date of incorporation		Oct. 04, 2012
Cash and cash equivalents		$ 335.4	$ 361.9
Revolving credit facility \| Subsequent Event
Business [Line Items]
Repayment of borrowings	$ 150.0
Line of credit facility, available borrowing capacity	$ 300.0

Summary of Significant Accounting Policies - Additional Information (Detail) - Restricted Stock Units		12 Months Ended
	Nov. 30, 2020	Dec. 31, 2020
Accounting Policies [Line Items]
Share based compensation by share based payment arrangement service based vesting period	4 years
Minimum
Accounting Policies [Line Items]
Share based compensation by share based payment arrangement service based vesting period		1 year
Maximum
Accounting Policies [Line Items]
Share based compensation by share based payment arrangement service based vesting period		5 years

Acquisitions - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 203,800,000		$ 203,800,000			$ 198,400,000
Contingent liabilities undiscounted maximum payment	29,100,000		29,100,000
Contingent consideration liability fixed in value	3,100,000		3,100,000
Future consideration to be paid to the acquirees	2,000,000		2,000,000
Compensation income, future services	$ (1,100,000)
Compensation expenses, future services		$ 3,700,000	$ 2,000,000	$ 11,400,000
Common stock granted to sellers (in shares)			2,600,000
Real Estate Brokerage
Business Acquisition [Line Items]
Ownership interest acquired (in percent)	100.00%		100.00%
Purchase price at time of acquisition			$ 8,800,000
Recognized identifiable assets and liabilities assumed, other assets	$ 1,500,000		1,500,000
Recognized identifiable assets and liabilities assumed, other liabilities	1,100,000		1,100,000
Goodwill	5,300,000		5,300,000
Goodwill, expected tax deductible amount	0		0
Real Estate Brokerage \| Customer Relationships
Business Acquisition [Line Items]
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill	$ 3,100,000		$ 3,100,000
Useful life (in years)	5 years		5 years
Real Estate Brokerage \| Forecast
Business Acquisition [Line Items]
Goodwill, expected tax deductible amount					$ 5,300,000

Acquisitions - Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Changes In Contingent Consideration Measured At Fair Value On A Recurring Basis [Roll Forward]
Opening balance	$ 18.2	$ 22.8	$ 14.0	$ 24.4
Acquisitions	0.0	3.6	8.8	3.6
Payments	(1.2)	(4.0)	(5.8)	(6.0)
Changes in fair value included in net loss	0.6	(0.7)	0.6	(0.3)
Closing balance	$ 17.6	$ 21.7	$ 17.6	$ 21.7

Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration fair value disclosure	$ 17.6	$ 14.0
Cash And Money Market Funds \| Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash Equivalents, fair value disclosure	$ 335.4	$ 361.9

Fair Value of Financial Assets and Liabilities - Balances of Contingent Consideration (Detail) - USD ($) $ in Millions	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Accrued expenses and other current liabilities	$ 7.3		$ 10.0
Other non-current liabilities	10.3		4.0
Total contingent consideration	$ 17.6	$ 18.2	$ 14.0	$ 21.7	$ 22.8	$ 24.4

Debt - Additional Information (Detail) - USD ($)		1 Months Ended	6 Months Ended
Debt - Additional Information (Detail) - USD ($)	Jul. 29, 2021	Jul. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Mar. 31, 2021	Jul. 31, 2020
Debt [Line Items]
Letters of credit			$ 53,200,000	$ 48,000,000
Concierge credit facility
Debt [Line Items]
Maximum borrowing capacity						$ 75,000,000
Debt instrument interest rate (in percent)			8.30%
Concierge credit facility \| Concierge Facility Used Greater Than Fifty Percent
Debt [Line Items]
Unused capacity commitment fee (in percent)	0.35%
Line of credit facility, unused capacity, commitment fee, threshold	50.00%
Concierge credit facility \| Concierge Facility Used Less Than Fifty Percent
Debt [Line Items]
Unused capacity commitment fee (in percent)	0.50%
Line of credit facility, unused capacity, commitment fee, threshold	50.00%
Concierge credit facility \| Secured Overnight Financing Rate (SOFR)
Debt [Line Items]
Debt instrument, basis spread on variable rate	2.75%
Revolving credit facility
Debt [Line Items]
Maximum borrowing capacity					$ 350,000,000
Debt instrument, basis spread on variable rate			1.00%
Unused capacity commitment fee (in percent)			0.175%
Debt instrument interest rate (in percent)			8.43%
Line of credit facility maximum borrowing capacity sublimit					$ 125,000,000
Outstanding borrowings			$ 150,000,000
Revolving credit facility \| Minimum
Debt [Line Items]
Liquidity required by financial covenants			150,000,000
Revolving credit facility \| Four Fiscal Quarters Thereafter \| Minimum
Debt [Line Items]
Required consolidated revenue threshold			4,668,000,000
Revolving credit facility \| Four Fiscal Quarters of 2023 \| Minimum
Debt [Line Items]
Required consolidated revenue threshold			$ 3,799,000,000
Revolving credit facility \| Subsequent Event
Debt [Line Items]
Repayment of borrowings		$ 150,000,000
Revolving credit facility \| Secured Overnight Financing Rate (SOFR)
Debt [Line Items]
Debt instrument, basis spread on variable rate			1.50%
Debt instrument, basis spread on variable rate, adjustment			0.10%
Revolving credit facility \| Secured Overnight Financing Rate (SOFR) Term Rate
Debt [Line Items]
Debt instrument, basis spread on variable rate			1.00%
Revolving credit facility \| Base Rate
Debt [Line Items]
Debt instrument, basis spread on variable rate			0.50%
Revolving credit facility \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt [Line Items]
Debt instrument, basis spread on variable rate			0.50%
Revolving credit facility \| Debt Default Interest Rate
Debt [Line Items]
Debt instrument, basis spread on variable rate			2.00%
Letter of Credit
Debt [Line Items]
Letters of credit			$ 41,600,000

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Letters of credit	$ 53.2	$ 48.0
Escrow and trust deposits	252.5	136.7
Revolving credit facility
Loss Contingencies [Line Items]
Letters of credit	41.6	33.0
Cash and Cash Equivalents
Loss Contingencies [Line Items]
Letters of credit	$ 11.6	$ 15.0

Preferred Stock and Common stock - Additional Information (Detail)	Mar. 31, 2021 shares	Feb. 28, 2021 vote	Jun. 30, 2023 vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Apr. 30, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred stock shares outstanding (in shares)			0	0
Preferred stock, shares issued (in shares)			0	0
Common stock par or stated value per share (in dollars per share) \| $ / shares			$ 0.00001	$ 0.00001
Common stock shares authorized (in shares)			13,850,000,000	13,850,000,000
Common Class C
Class of Stock [Line Items]
Conversion of stock, shares issued (in shares)	15,200,000
Common Stock voting rights		Each share of Class C common stock is entitled to twenty votes
Common stock shares authorized (in shares)			100,000,000	100,000,000
Voting rights, number of votes for each share \| vote			20
Number of votes per share of common stock \| vote		20
Common Class A
Class of Stock [Line Items]
Common stock conversion ratio			1
Common stock shares authorized (in shares)			12,500,000,000	12,500,000,000
Voting rights, number of votes for each share \| vote			1
Common Class B
Class of Stock [Line Items]
Common stock shares authorized (in shares)			1,250,000,000	1,250,000,000
Voting rights, number of votes for each share \| vote			0
Restated Certificate Of Incorporation [Member] \| Undesignated Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)					25,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.00001
Restated Certificate Of Incorporation [Member] \| Common Class C
Class of Stock [Line Items]
Common stock shares authorized (in shares)					100,000,000
Restated Certificate Of Incorporation [Member] \| Common Class A
Class of Stock [Line Items]
Common stock shares authorized (in shares)					12,500,000,000
Restated Certificate Of Incorporation [Member] \| Common Class B
Class of Stock [Line Items]
Common stock shares authorized (in shares)					1,250,000,000

Preferred Stock and Common stock - Schedule of Stock by Class (Detail) - shares	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares authorized (in shares)	13,850,000,000	13,850,000,000
Shares issued (in shares)	462,987,617	438,098,194
Shares outstanding (in shares)	462,987,617	438,098,194
Class A common stock
Class of Stock [Line Items]
Shares authorized (in shares)	12,500,000,000	12,500,000,000
Shares issued (in shares)	444,288,853	419,842,991
Shares outstanding (in shares)	444,288,853	419,842,991
Class B common stock
Class of Stock [Line Items]
Shares authorized (in shares)	1,250,000,000	1,250,000,000
Shares issued (in shares)	0	0
Shares outstanding (in shares)	0	0
Class C common stock
Class of Stock [Line Items]
Shares authorized (in shares)	100,000,000	100,000,000
Shares issued (in shares)	18,698,764	18,255,203
Shares outstanding (in shares)	18,698,764	18,255,203

Stock-Based Compensation - Additional Information (Detail) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended		15 Months Ended	18 Months Ended
	Feb. 28, 2021	Jan. 31, 2023	Feb. 28, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2023	Jan. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares available for grant (in shares)												21,900,000
Stock based compensation expense				$ 39,000,000.0	$ 59,200,000	$ 83,900,000	$ 123,000,000.0
Intrinsic value of options						$ 4,900,000	19,500,000
Closing stock price (in dollars per share)				$ 3,500,000		$ 3,500,000		$ 2,330,000			$ 3,500,000
Unrecognized stock-based compensation expense				$ 223,500,000		$ 223,500,000					$ 223,500,000
Unrecognized stock-based compensation, period of recognition						2 years 1 month 6 days
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing stock price (in dollars per share)				$ 23.14		$ 23.14					$ 23.14
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	29,700,000			36,500,000		36,500,000					36,500,000
2021 Agent Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense							15,200,000		$ 84,800,000	$ 100,000,000
2022 Agent Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense						$ 11,600,000		$ 41,700,000			$ 53,300,000
Outstanding stock options \| 2012 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period						10 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested stock options (in shares)				48,872,402		48,872,402		47,189,837			48,872,402
Percentage of options (in percent)						12.50%
Granted (in shares)						30,103,327
Restricted Stock Units \| Service-based and Performance-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested stock options (in shares)				17,200,000		17,200,000					17,200,000
Restricted Stock Units \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period (in shares)						23,000,000
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						200.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						250.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						300.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						350.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						400.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						450.00%
Restricted Stock Units \| Common Class A \| Share-based Payment Arrangement, Tranche Seven
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights threshold (in percent)						500.00%
Restricted Stock Units \| 2012 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period						7 years
Restricted Stock Units \| 2021 Agent Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation share-based arrangements, liability									$ 100,000,000
Restricted Stock Units \| 2021 Agent Equity Program \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			13,600,000
Restricted Stock Units \| 2022 Agent Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation share-based arrangements, liability								$ 53,300,000
Restricted Stock Units \| 2022 Agent Equity Program \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		14,100,000
Shares subject to the Employee Stock Purchase Plan \| 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent)	5.00%
Shares subject to the Employee Stock Purchase Plan \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent)	1.00%
Number of additional shares available for grant (in shares)												4,200,000
Purchase period	6 months
Purchase price of common stock, percent of market price (in percent)	85.00%
Stock based compensation expense				$ 400,000	$ 600,000	$ 700,000	$ 1,000,000
Employee withholdings for future purchases under the ESPP				$ 1,100,000		$ 1,100,000					$ 1,100,000
Shares subject to the Employee Stock Purchase Plan \| 2021 Employee Stock Purchase Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)				14,500,000		14,500,000					14,500,000
Maximum employee subscription amount	$ 12,500
Shares issued in period (in shares)						400,000
Shares subject to the Employee Stock Purchase Plan \| 2021 Employee Stock Purchase Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of ESPP shares authorized (in shares)	150,000,000

Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2020	Dec. 31, 2022
Number of Options
Balance, beginning of period (in shares)	46,694,237
Options granted (in shares)	210,972
Options exercised (in shares)	(2,097,108)
Options forfeited (in shares)	(1,749,459)
Balance, end of period (in shares)	43,058,642		46,694,237
Exercisable and vested at end of period (in shares)	35,797,264
Weighted Average Exercise Price
Balance, beginning of period (in dollars per share)	$ 5.44
Options granted (in dollars per share)	3.58
Options exercised (in dollars per share)	1.38
Options forfeited (in dollars per share)	7.03
Balance, end of period (in dollars per share)	5.56		$ 5.44
Exercisable and vested at end of period (in dollars per shares)	$ 5.04
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Balance, weighted-average remaining contractual life (in years)	5 years 6 months		5 years 10 months 24 days
Exercisable at end of period, weighted-average remaining contractual life (in years)	5 years 1 month 6 days
Balance, aggregate intrinsic value	$ 18.7		$ 8.5
Exercisable and vested at end of period, aggregate intrinsic value	$ 18.7
Closing stock price (in dollars per share)	$ 3,500,000		$ 2,330,000
Outside of 2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options early exercised (in shares)		1,100,000

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Weighted Average Grant Date Fair Value
Taxes paid related to net share settlement of equity	$ 10.3	$ 13.8
Restricted Stock Units
Number of Awards
Balance as of the beginning of the period (in shares)	47,189,837
Granted (in shares)	30,103,327
Vested and converted to common stock (in shares)	(23,033,048)
Forfeited (in shares)	(5,387,714)
Balance as of the end of period (in shares)	48,872,402
Weighted Average Grant Date Fair Value
Balance as of the beginning of the period (in dollars per share)	$ 5.79		$ 7.10
Granted (in dollars per share)	3.41
Vested and converted to common stock (in dollars per share)	4.91
Forfeited (in dollars per share)	7.74
Balance as of the end of period (in dollars per share)	$ 5.79
Taxes paid related to net share settlement of equity	$ 10.3
Common Class A \| Restricted Stock Units
Weighted Average Grant Date Fair Value
Shares issued in period (in shares)	23,000,000
Shares withheld for tax withholding obligation (in shares)	3,200,000

Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 39.0	$ 59.2	$ 83.9	$ 123.0
Commissions and other related expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	0.0	6.4	11.6	23.4
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	9.0	11.2	17.6	21.9
Operations and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	4.1	4.1	7.1	8.4
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	12.6	18.9	23.0	35.8
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 13.3	$ 18.6	$ 24.6	$ 33.5

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ (1,500,000)	$ 0	$ (1,400,000)

Net Loss Per Share Attributable to Compass, Inc. - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss attributable to Compass, Inc.	$ (47.8)	$ (101.2)	$ (198.2)	$ (289.2)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic (in shares)	460,960,349	427,987,083	455,538,666	421,719,718
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., diluted (in shares)	460,960,349	427,987,083	455,538,666	421,719,718
Net loss per share attributable to Compass, Inc., basic (in dollars per share)	$ (0.10)	$ (0.24)	$ (0.44)	$ (0.69)
Net loss per share attributable to Compass, Inc., diluted (in dollars per share)	$ (0.10)	$ (0.24)	$ (0.44)	$ (0.69)

Net Loss Per Share Attributable to Compass, Inc. - Schedule of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	92,534,187	111,983,608	92,534,187	111,983,608
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	43,058,642	49,893,318	43,058,642	49,893,318
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	48,872,402	59,738,313	48,872,402	59,738,313
Shares subject to the Employee Stock Purchase Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	562,163	1,521,265	562,163	1,521,265
Unvested early exercised stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	40,980	657,100	40,980	657,100
Unvested common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	173,612	0	173,612

Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail)	Jun. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Financing receivables related to unsold properties (in percent)	96.00%	98.00%

Compass Concierge Receivables and Allowance for Credit Losses - Summary of ACL for Concierge Receivables (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning of period	$ 14.2	$ 14.7
Allowances	0.3	0.5
Net write-offs and other	(0.3)	(1.0)
End of period	$ 14.2	$ 14.2

Compass Concierge Receivables and Allowance for Credit Losses - Summary of Aging Analysis of Concierge Receivables (Detail) $ in Millions	Jun. 30, 2023 USD ($)
Financing Receivable, Past Due [Line Items]
Concierge receivables	$ 50.6
Current
Financing Receivable, Past Due [Line Items]
Concierge receivables	41.7
31-90 days past due
Financing Receivable, Past Due [Line Items]
Concierge receivables	3.2
Over 90 days past due
Financing Receivable, Past Due [Line Items]
Concierge receivables	$ 5.7

Restructuring Activities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Incurred cost	$ 17.3	$ 31.3
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Incurred cost	15.9	26.0
Depreciation and Amortization
Restructuring Cost and Reserve [Line Items]
Incurred cost	$ 1.4	$ 5.3

Restructuring Activities - Total Costs Incurred and Expected to be Incurred (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Incurred cost	$ 17.3	$ 31.3
Severance related personnel costs
Restructuring Cost and Reserve [Line Items]
Incurred cost	0.0	8.9
Lease termination costs
Restructuring Cost and Reserve [Line Items]
Incurred cost	15.9	17.1
Write-down of fixed assets
Restructuring Cost and Reserve [Line Items]
Incurred cost	$ 1.4	$ 5.3

Restructuring Activities - Remaining Liability For Lease Termination Costs (Details) - Lease termination costs $ in Millions	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Remaining 2023	$ 7.7
2024	13.9
2025	6.7
2026	2.8
Thereafter	1.6
Total	$ 32.7

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