Compass, Inc. Q1 FY2026 Earnings Call

Thank you very much, Operator, and good afternoon, everybody. And thank you for joining the Compass First Quarter 2026 Earnings Call. Joining us today will be Robert Refkin, our founder and CEO, and Scott Wallers, our Chief Financial Officer. In discussing our company's performance, we will refer to some non-GAAP measures. You can find the reconciliation of these non-GAAP measures to the most directly comparable GAAP measures in our First Quarter 2026 Earnings Release posted on our Investor Relations website. Additionally, note that since the financial results from the Anywhere transaction are not included in the prior year period, or the first eight days of Q1-2026, the current year and prior year results are not comparable. We have provided supplemental information included in the Form 8-K filed today that presents our revenue and commissions expenses and key business metrics on a pro forma basis as though the businesses were combined from the beginning of 2025. We believe this additional information will be useful to investors to assist in comparing the periods prior and subsequent to the closing of the Anywhere transaction. We will also be making forward-looking statements that are based on our current expectations, forecasts, and assumptions and involve risks and uncertainties. These statements include our guidance for the second quarter of 2026 and full year 2026 and comments related to our expectations for realizing cost synergies and operational achievements. Our actual results may differ materially from these statements. You can find more information about risks, uncertainties, and other factors that could affect our results in our most recent annual report on Form 10-K filed with the SEC and available on our investor relations website. You should not place undue reliance on any forward-looking statements. All information in this presentation is as of today's date, May 5th. We expressly disclaim any obligation to update this information. I will now turn the call over to Robert Refkin. Robert?

Good afternoon, and thank you for joining us for our first quarter conference call. Before I go over our strong Q1 results, I would like to provide an update on our cost synergy targets and highlight a few early wins since we closed the Anywhere transaction. First, on our cost synergies. On our Q4 earnings call in February, we shared our target of $250 million in cost synergies to be actioned by the end of year one and $400 million in net cost synergies over three years. I am very pleased to share that we are increasing our target to $300 million in cost synergies to be actioned by the end of year one and $500 million in net cost synergies over three years, of which $420 million is expected to be realized through the P&L and $80 million is expected to be realized as a CapEx synergy. Moreover, we have now actioned over $250 million in cost synergies as of April 1st, which is only 82 days since we closed the Anywhere transaction. The acceleration results in an increase in our 2026 in-year realized cost synergies from approximately $100 million to $200 million. We previously expected $40 million of the $100 million of our cost synergies to be realized through the P&L as an OpEx synergy, with the remainder being realized as a CapEx synergy. Based on the increased realization of the target, we now expect about $130 million to be realized through the P&L and $70 million expected to be realized as a CapEx synergy. This reflects a roughly $90 million increase in our in-year realized OpEx synergy expectations and a $10 million increase in our in-year CapEx synergy expectations compared to our prior expectations due to the larger in-year realized target of $200 million. Shifting now to our early Q1 wins that represent the growth and success in our brokerage brands, Sotheby's International Realty sold the most expensive home in the history of the world at $350 million, dollars. While Caldwell Banker sold the most expensive home in the history of Miami-Dade County at $170 million. Both sales reinforced the combined company's authority in the luxury segment. Corcoran Sunshine, which is Corcoran's new development business, posted its strongest contract volume quarter in over 10 years with $1.5 billion in contracts signed in Q1. ERA executed its largest franchise sale transaction in 15 years. Better Homes and Gardens executed its largest franchise M&A transaction in the entire history of the brand. Christie's International Real Estate signed on eight new franchise agreements in the quarter, all for new markets, which reflects the largest quarterly expansion in the history of the brand. century 21 recently executed its largest franchise sale transaction in 10 years with our stance on home seller choice being a key reason for the broker owner greg haig choosing to join in fact greg will be coaching our real estate professionals across our brands on home sales strategy given his impressive track record which includes building a home sale strategy consulting and training company that Inc. 5000 ranked among the top 250 fastest-growing privately held firms in America. Compass recruited more principal agents in Q1 than any prior Q1 in our history. We are now also scaling Compass's most effective recruiting strategies across all brands, starting with demand generation and brand-specific recruiting websites that outline how our technology platform helps agents grow their business. And finally, Caldwell Banker's GCI retention rate in its top two quartile of agents, representing 82% of its total GCI over the trailing 12-month period, hit a 10-year high at 94.6% retention rate in Q1. In our title in escrow business, we are consolidating our operations onto a single technology platform, which we expect will unlock sizable long-term savings through centralization once completed. In our mortgage business, GRA, which was Anywhere's JV with guaranteed rate, achieved its highest attached quarter in two and a half years, while Origin Point, which is Compass's JV, achieved its highest attached rate ever in Q1. and delivered its best quarter of profitability. Going forward, we see a significant opportunity to continue to improve both our attach rate and profitability in our mortgage JVs. Lastly, we are moving forward with our digital mortgage partnership with Rocket Mortgage, with Rocket's pre-qualification experience now embedded across all listings on Compass.com. Our data and analytics team, led by Dave Crosby and supported by our chief economist, Mike Simonson, is executing a radical simplification of our significantly expanded data state. Since closing the Anywhere transaction, we've identified over 6,000 legacy reports and have already deprecated over half of them. They're on a disciplined path to standardization across the entire company to get to approximately 100 high-fidelity reports. By minimizing the number of reports, it will allow our data team to focus on critical integration tasks and the development of proprietary insights by Q4 of this year, which we believe will provide our real estate professionals, title agents, and mortgage officers the ability to win more business in the marketplace. Now turning to our Q1 2026 pro forma results, which for the purposes of my discussion include eight days of activity prior to the closing of the Anywhere transaction to allow for better comparability, except for adjusted EBITDA, which reflects adjusted EBITDA following the Anywhere transaction. All year-over-year comparisons are against Q1 2025 pro forma results that include the full quarter of activity for both Anywhere and Compass. In Q1 for Compass, we delivered pro forma revenue of $2.76 billion, up 7% year-over-year compared to pro forma revenue of $2.58 billion a year ago. We reported adjusted EBITDA of $61 million. Our Q1 revenue came in above the midpoint of our guide, and adjusted EBITDA came in above the high end of our guide. In our brokerage business, which includes the Caldwell Banker, Compass, Corcoran, and Sotheby's International Realty brands, Proforma transactions were up 2.6% year-over-year compared to the market, which was flat year-over-year. This means for 20 consecutive quarters, our brokerage business has outperformed the market. Proforma brokerage GTV was up 7.3% year-over-year compared to the market that was up 1.5%. Proforma total agent ads on a gross basis were 3,503, which was higher than Q4 2025 results. Proforma total agent retention in our brokerage business was 94%, flat compared to Q4 2025. five. Excluding agents with zero GCI in the last 12 months, pro forma agent retention would have been 97% in Q1. And excluding agents with $20,000 or less GCI in the last 12 months, which on average equates to less than two transactions at our price points, pro forma agent retention would have been over 98% in Q1. Proforma productivity per agent, which we measure as GTV per agent, was up nicely year over year. Going forward, our brokerage recruiting and retention strategy as a combined company will be focused on productive agents as well as up-and-coming agents. We expect this to lead to a healthy level of agent ads combined with improving agent retention and agent productivity growth. In franchise, Proforma GTV was up 4.6% year-over-year compared to housing market volumes that were up 1.5%, reflecting 310 base points of outperformance. Our Sotheby's International Realty and Corcoran brands continue to outperform the company average, while total franchise sales experience a meaningful increase year-over-year. Proforma integrated services revenue grew 11% year-over-year, with T&E revenue being the primary driver. The quarter benefited from strong refinance activity, with Proforma refi transactions up 100% year-over-year, while Proforma purchase transactions grew 4% year-over-year. Purchase transaction growth outperformed overall housing market growth at 0.2% year-over-year. These strong results would not have been possible without each and every member of our incredible team. I want to thank the entire team for their focus and their hard work in a quarter of significant change for the company. Now, let me provide a few thoughts on our partnership with Rocket Redfin and the industry's shifting stance on phased marketing. First, we are pleased to see several other large portals and large brokerages following our lead on home seller choice and phased marketing. Sellers want more choices, not less choices. And as coming soon's are provided as an option to more sellers, they will realize that they have more options and more choices. And as a company, Compass has built a platform that provides more options and choices on how to market a home than any other brokerage firm. And all of our brands have access to those options. And so as they meet sellers in the living room, we believe that they will be able to be at an advantage in winning the listing because we have more options and more choices on how to market a home than the average brokerage firm. Second, while we see others in the marketplace attempting to recreate an offering similar to ours, for several reasons, we are confident that our three-phase marketing option, with the coming soon phase also being on Redfin, that we have the best phase marketing option in real estate. Here are a few reasons why. first unlike the other option all of our coming soon buyer inquiries are always sent directly to the listing agent the person that knows the property the best for the other major option in the market if you click contact agent or schedule tour it gets redirected to a third party agent not to the listing agent second unlike the major portals other option for coming soon In our case, we always allow the listing agent to do showings and we always allow open houses. That is not the case for the alternative coming soon. Third, real estate is a local business. And with our depth of inventory in major markets, we believe we will be able to send a strong signal to consumers to search Compass.com and our other brokerage brand websites. Of note, Compass.com was the fastest growing real estate website in Q1, with 38% year-over-year growth in monthly average users, and it is now the sixth largest audience in real estate per similar web. Fourth, our agents can offer their buyers 1% off the mortgage rate through Rocket, a significant advantage, particularly in the current environment. And our advantage is being borne out in the numbers. In the Chicago metro area, which is the third largest housing market in the country by Unicount, we have launched roughly 1,000 coming soons since we announced the partnership. This compares to virtually no unique coming soon inventory in the Chicago metro area that we can observe on other portals as of last week. To date, we've sent approximately 3,000 buyer inquiries back to listing agents from Compass Coming Soons on Redfin. These inquiries charge no referral fee from Redfin to the listing agent, and all of these buyer inquiries are incremental to what the listing agent would have received if it were not for the Redfin partnership. In addition to these free buyer inquiries, Our real estate professionals are also receiving a minimum of 1.2 million leads from Rocket and Redfin over the next three years, with over 24,000 leads that have already been given to our real estate professionals since the partnership was announced. Furthermore, we have also seen recruiting momentum pick up in the Compass brand since our announcement, and principal agent recruiting is off to a faster start in Q2 than expected. One of the reasons for this is their interest in the Redfin and Rocket partnership, as they want to benefit from these leads as well. Shifting to the earnings potential of our combined business, a common question we've received from the investment community is what the earnings profile of the combined business could be in various housing market scenarios. In our investor deck this quarter, we have provided a scenario analysis to demonstrate how we are positioned to generate resilient financial performance, even in a flat housing market, and capture significant upside as the market improves and once we've realized our cost synergies. Importantly, these scenarios assume no agent ads, no organic share take, no margin improvement, no improvement on T&E or mortgage attach, or any contribution from leads or other ancillary revenue streams, which we view all as incremental growth levers in our business beyond housing recovery. I also want to emphasize that this is not guidance, but these scenarios should help provide a range of expectations around the earnings power of our combined companies, simply from an eventual recovery in existing home sales and once we've realized our cost synergies. specifically assuming the housing mark remains flat at 4.1 million existing home sales we would generate roughly 1 billion dollars in adjusted EBITDA and 750 million dollars in unlevered free cash flow in the next scenario we've assumed 4.8 million existing home sales for this analysis and in that scenario we would generate 1.5 billion dollars in adjusted EBITDA and 1 billion dollars in a levered free cash flow. At mid-cycle levels of 5.5 million home sales, we would generate $2 billion in adjusted EBITDA and $1.5 billion in a levered free cash flow. Lastly, we also provided an upside scenario of 6 million homes. And at those levels, we would generate $2.5 billion in adjusted EBITDA and roughly $2 billion in a levered free cash flow. So what you can see, hopefully from this analysis, is that one, even at 4.1 million existing home sales, which we believe is the trough of the cycle, we would expect the business to generate $750 million in unlevered free cash flow, giving us confidence that we can make progress in reducing leverage, even in conservative scenarios. And two, once we begin the recovery up to the mid-cycle levels, that the earnings growth and free cash flow potential in the business is significant. Now, I want to end by talking about our AI strategy. Last quarter, I touched on our three defensive pillars around AI. This includes, one, our growing base of proprietary data from our three-phase marketing strategy, which this data cannot be scraped by AI models. Two, trust. Trust will become even more important in a world where AI agents will bring inaccurate and fake information into the market, like fake offers, fake listing prices, fake accounts, fake photos. In this future, human validation will continue to be important given the high stakes and high ticket transaction. And three, positive network effects that our 330,000 real estate professionals will create to continuously improve our agentic AI capabilities on the platform. Combined, we believe we have the attributes required to evolve with the AI landscape. And despite all the fears around AI, the data indicates that agent utilization remains highly resilient and actually grows as technology grows. People use agents more with the technology, not less. People use agents more when information is abundant, when data is abundant, not less. Let me walk through the data. Per NAR's annual consumer profile survey, 91% of home sellers and 88% of homebuyers chose to use a real estate professional to complete their transaction in 2025. This compares to a similar 90% of home sellers that use a professional in 2024 and 88% of homebuyers that use an agent during a period of time where the use of chat GPT and AI-based search has increased. Furthermore, since 2005, which reflects a period of time where access to the internet and information has become ubiquitous, usage of an agent for home sellers is up from 85% to 91%. And for home buyers, it is up from 77% to 88%. What this data is showing is that greater access to information or better search capabilities is not the reason why consumers choose to work with an agent, but rather it's the agent's critical role in managing highly complex and highly emotional negotiations. I cannot overstate how emotional these negotiations can become. The localized nuances that are prevalent in real estate are abundant, and the nuanced deal process results in no deal being the exact same as another. And this is why consumers hire an agent. Moreover, what history shows is that as information becomes more prevalent, as it did with the rise of the internet, where more information and data was out there in the public domain, the more the average consumer feels the need to hire an agent to make sense of all the information and all the data that's out there. Said simply, history shows that more information and data in the public domain increases the demand for advice from a real estate professional. But now, let me take a moment to speak about what we are doing to position ourselves offensively for the AI opportunity. First, we're using AI to produce OpEx, as you would expect. In Q1 alone, our internal initiatives to train Compass's 2,300 employees on how to best use AI tools has freed up an estimated $2 million of resources by deploying targeted AI workflow automation across support, compliance, and brokerage operations. And the team has identified potential annualized efficiencies in the vicinity of $23 million as part of our overall cost synergy goals. Furthermore, we are transforming our engineering organization by successfully deploying AI coding assistance in automated testing frameworks organization-wide. We now estimate that 30 to 40 percent of all new code written at Compass is produced by AI. which is helping accelerate product development velocity by 20% while keeping our technology OpEx unchanged even as we upgrade the platform for the Anywhere integration. Second, on productivity, we can help our real estate professionals, title agents, and mortgage loan officers within our ecosystem become more efficient and gain an edge in the market by using AI. For our real estate professionals, we are fully integrating Compass AI 2.0 into their workflow to create an on-demand partner designed to help unearth business opportunities and streamline their daily workflows. Examples include a newly rolled out suggestion model, which suggests next steps an agent should take with their client to move their transaction along, or proactively serving up buyer and seller leads through what we call our structural advantage tools, such as reverse prospecting, make me sell, or the network tool to help a listing agent close a transaction faster. By giving our 330,000 real estate professionals these insights and reducing the number of manual tasks they perform each week, we are enabling them to service, win, and close deals faster. For our title agents, we are planning to leverage our significant data advantage now created by the Anywhere transaction to execute a targeted local sales approach. By layering predictive analytics into our one-click title in escrow integration, our title agents will be able to identify and intercept high-probability transactions with greater precision, which we believe will improve our attach rates. For our mortgage loan officers, we can plan to apply similar predictive AI principles to capitalize on our expanding mortgage coverage. By utilizing our platform's proprietary transaction signals, we can provide loan officers with what we believe are highly qualified, high-intent leads exactly when a client needs financing, giving them an edge to winning the business. Ultimately, we believe AI will be an accelerant to how much business our professionals do, and we are confident that we have the assets to help them win. With that, I will now hand it over to Scott.

Thanks, Robert. I want to start by saying thank you to our consolidated team for the extraordinary effort and collaboration put in over these past four months, which has led to the great results we're sharing today. With the Anywhere transaction closing on January 9th, Q1 was truly a transformational quarter for our company. Where possible, I'll provide some information about the contribution to our consolidated results from the acquired Anywhere businesses. However, we're integrating the entities quickly and therefore do not generally expect to break out separate results going forward. Please note that beginning this quarter, we'll also be providing additional information on an operating segment level. Our three operating segments going forward will be brokerage, franchise, and integrated services. The brokerage segment includes the results of our owned brokerage operations that now include the Coldwell Banker, Corcoran, and Sotheby's International Realty Brands. The franchise segment includes the results of the franchise brands we just acquired through the Anywhere transaction, as well as the Christie's International Real Estate franchise that was acquired in January 2025. The Integrated Services segment includes the results of our joint title and escrow operations, as well as the operations of the Cardus relocation business that came through the Anywhere transaction. And the Integrated Services segment also includes the equity method income from our 49% owned mortgage joint ventures, including the Guaranteed Rate Affinity JV from the Anywhere transaction and our Origin Point JV. while certain direct expenses are allocated to each of the three operating segments there are additional expenses that are not allocated to any of the operating segments because they relate more to the corporate entity or because they are shared across multiple or all of the operating segments these include expenses related to our technology finance legal human resources and executive functions therefore the total adjusted EBITDA for the consolidated company will be equal to the total of the segment-adjusted EBITDA for our three operating segments, less the unallocated corporate expenses. We have reclassified our prior year results on the same operating segment basis for consistency with the current period presentation. With all that said, revenue in Q1 reached $2.7 billion at the upper end of our revenue guidance range of $2.55 to $2.75 billion. Excluding the Q1 revenue contribution from the Anywhere transaction of $1.2 billion, revenue increased 10.9% year-over-year. We're very pleased with this result as Q1 was a tough year-over-year quarterly comp in 2026, as on a Compass standalone basis, we grew organic revenue in Q1 2025 by 14.6% compared to Q1 2024. Brokerage segment revenue was $2.467 billion for Q1. On a pro forma basis, brokerage segment revenue increased 7.1% in Q1 2026 compared to Q1 2025. Gross transaction value for the brokerage segment was $97.3 billion in the first quarter. On a pro forma basis, brokerage segment GTV was up 7.3% year-over-year, a favorable comparison to the market that was up 1.5%. On a consolidated basis, including Anywhere, our average sales price was $978,000 for the quarter, representing a decrease of about 8% from a year ago, as Anywhere's brokerage business has slightly lower average selling prices. Commissions and other related expenses as a percentage of brokerage segment revenue improved to 81.4% for the quarter, compared to 83.2% in Q1 of last year, as Anywhere's brokerage operations operate with slightly lower commission rates than Compass's brokerage operations. On a pro forma basis, commissions and other related expenses as a percentage of brokerage segment revenue was 81.3% in Q1 compared to 81.0% in Q1 of last year. Pro forma franchise segment GTV was up 4.6% year over year compared to housing market volumes that were up 1.5%. And pro forma integrated services revenue grew 11% year-over-year, with title and escrow revenue being the primary driver. Our total non-GAAP operating expenses were $641 million in Q1, an increase from $236 million of OPEX in the year-ago period, driven by the operating expenses assumed in the Anywhere Note that this Q1 OPEX figure of $641 million excludes Anywhere's expenses for the first eight days of the quarter for about $40 million of expense. Adjusted EBITDA for Q1 was $61 million, a record level of adjusted EBITDA for any first quarter period in our history, exceeding the high end of our $15 to $35 million guidance range, and a strong improvement of 280% from adjusted EBITDA of $16 million a year ago. Last quarter, I talked about the impact of Anywhere's long-term incentive plan, or LTIP, which is comprised of cash-settled RSUs that require mark-to-market accounting through the P&L. The run-up in Anywhere's stock price at the end of 2025 led to higher operating expenses in the P&L, and since these LTIP awards started to be indexed off of Compass's stock following the closing of the merger, we expected that elevated expense level to continue into Q1, which was built into our Q1 guide. However, given the decrease in encompass the stock price from the time we issued our Q1 guidance in late February to the stock price as of March 31st, the actual expense from the LTIP wound up being $19 million lower than expected, which benefited adjusted EBITDA in Q1. Even after excluding the $19 million LTIP benefit, adjusted EBITDA would have been $42 million. This result still exceeded the high end of our adjusted EBITDA guidance range in the quarter, driven by higher than expected revenue and some other favorability in operating expenses, including slightly better realization of our cost synergies in the quarter. Several items are excluded from adjusted EBITDA as follows. First, during the quarter, as expected, we incurred $183 million of transaction and integration expenses related to the Anywhere transaction. This includes expenses such as investment banking, legal fees, and severance costs, including $61 million of stock-based compensation expense, primarily related to the change of control severance provisions from Anywhere's former executives. We do expect additional expenses in this line item throughout the year as we continue our cost synergy and integration efforts, but not near the level seen in Q1. Second, you'll notice an elevated level of non-cash depreciation and amortization expense this quarter at $163 million, up from $29 million a year ago. This increase is driven by the additional intangible assets and fixed assets we assumed in the Anywhere transaction, and this level of non-cash depreciation and amortization expense will continue in the future. Third, stock-based compensation expense in the quarter was $47 million, excluding the aforementioned $61 million in day one charges related to Anywhere's former executives. Last quarter, I guided that you should expect stock-based compensation on a consolidated basis will not exceed $50 million in any future quarter beginning in q2 of this year and that continues to be our expectation finally during the quarter we recognized a 401 million dollar one-time non-cash deferred tax benefit related to the reversal of valuation allowances on our deferred tax assets this reversal is related to the establishment of deferred tax liabilities for the recognition of intangible assets from the anywhere transaction that are non-deductible for tax purposes. This $401 million deferred tax benefit offset the other non-cash expenses and pushed us into a gap net income position this quarter of $22 million compared to gap net loss of $51 million a year ago. Our basic weighted average share count for the first quarter was $734 million, just slightly above our guidance range of 720 to $730 million shares. As expected, free cash flow is negative at $168 million in the quarter, driven by the Anywhere transaction and integration expenses, including the transaction costs incurred by Anywhere prior to the closing of the transaction that were paid on or subsequent to the closing date of the transaction. That said, we ended the quarter in a strong cash position with $484 million of cash in the balance sheet, an increase of $285 million from year end. The cash increase was driven by the $880 million in net proceeds from the convertible debt offering, offset by the use of $345 million in the Anywhere transaction related to the payoff of their revolver net of cash acquired from their balance sheet. At the end of Q1, we had no outstanding borrowings on our $500 million revolver, and we remain well within our net leverage ratio covenant, which is the primary financial covenant in our revolver. As Robert touched on earlier, we've continued to make strong early progress on cost synergies. We have already actioned over $250 million of our cost synergy target, which was previously our year one full year target. As a result, we've now increased our year one action target from $250 million to $300 million and raised our three-year action target from $400 million to $500 million. furthermore last quarter we got into an expectation to realize about 100 million of the cost synergies in 2026 but we now expect to realize about 200 million in 2026 about two-thirds of this amount or 130 million will be reflected as reduced operating expenses in 2026 benefiting adjusted EBITDA and cash flow and the remaining one-third or about 70 million will be reflected as lower capex which won't directly benefit adjusted ebitda but will benefit free cash flow as i discussed last quarter the reason why a portion of the cost synergies will be realized through capex is because anywhere historically capitalized a large amount of employee and contractor labor to its balance sheet approximately 80 million dollars in 2025 and as part of our cost synergy work the significant portion of anywhere's technology projects that have been historically subject to capitalization will be cut as we shift the technology focus to the compass platform importantly as we've already made significant progress on the capex portion of our synergies the vast majority of future actions over the next three years will generally benefit the pnl and adjusted ebitda now turning to guidance for q2 for the second quarter of 2026 we expect consolidated revenue in the range of 4 billion to 4.2 billion dollars we expect second quarter consolidated adjusted EBITDA to be in the range of $310 million to $350 million. And for the full year, we expect non-GAAP operating expenses in the range of $2.7 to $2.75 billion when considering the actual OPEX of $641 million for Q1. Included in the full year OPEX range is the 3% to 4% OPEX inflation we typically expect and the $130 million of the OPEX synergies we expect to realize through the P&L. On average, the OPEX for Qs 2, 3, and 4 reflect a step up from the OPEX level of $641 million for Q1 for a few reasons. First, OPEX and Q1 excluded eight days of Anywhere's operating expenses due to the Anywhere transaction closing on January 9th. And second, our employee annual compensation adjustments occur at the end of March, leading to a step up of these payroll expenses starting in Q2 of each year. Offsetting these natural increases would be the higher P&L realization of synergies in the second, third, and fourth quarters compared to the cost synergy realization in Q1, which was lower. We expect our weighted average share count for the second quarter to be between 755 to 760 million shares. This is a step up from Q1 as the shares issued for the Anywhere transaction were only waited for the period post-closing. Finally, a few thoughts on cash flow and debt levels. As I talked about last quarter, we fully expected to report negative free cash flow in the first quarter from the Anywhere transaction and integration costs. We expect to be free cash flow positive for the balance of the year. However, Q2 could be close to free cash flow breakeven or even slightly negative based on the timing of severance and other payments to achieve our cost synergies, and the timing of semi-annual interest payments on our debt, which are concentrated in the second and fourth quarters of the year, and the timing of legal payments related to anywhere, including the $54 million NAR class action settlement that is still open and expected to be paid in the near term. That said, we expect to deliver strong free cash flow in Q3 and Q4 of this year, which should put us in a position to deliver positive free cash flow on a full year basis and gives us a clear path to prioritize aggressively delevering our balance sheet, which remains a high priority for us. Our first target is the highest cost tranche in our capital structure, the $500 million of 9.75% notes. These notes can't be prepaid today and will first become callable on April 15, 2027. The bonds will carry a redemption premium of 4.78% over par. And while that redemption premium will cost us $25 million, it will save us nearly $50 million in annual interest costs, so it's a good use of cash. So April 15th of next year is circled on our calendar, and assuming cash flow is materialized as we expect, we'll be taking out the full tranche of the 975 notes in Q2 of next year. In the meantime, we'll build cash on the balance sheet while earning mid-3% returns in short-term treasuries. To wrap up my comments, in early April, Moody's and S&P initiated a credit rating on Compass, as prior to that point, Compass had no debt and therefore had no credit ratings. Their respective reviews concluded a month ago, and S&P initiated a B-plus corporate rating, and Moody's initiated a B-2 corporate rating, and each issued positive outlooks on Compass, Inc., which were upgrades from where anywhere was on a standalone basis before the transaction. Additionally, ratings on the outstanding bonds were each upgraded between two to three notches. We're pleased to see that two of the big three credit rating agencies have come out with positive outlooks on the cash flow generation capabilities of Compass and anywhere on a combined basis. Before I turn the call over to begin Q&A, we will be attending the BTIG conference on May 7th and the JPMorgan TMT conference in Boston on May 18th. We hope to see you there. Operator, you can now begin Q&A.

All right. Thank you, everyone. This is Soham. For the Q&A portion of the call, we're going to take questions that we received by email in the text box. And apologies, again, for the technical difficulties. So I guess the first question is from Jason Heldstein from Oppenheimer. You know, how should we think about the timing of Anywhere's agents getting access to the Compass technology platform and what do you expect in terms of adoption rate

yeah thank you for the question the the anywhere owned brokerage will get the technology starting next month and then more in each month following with everybody getting in by the first week of September if not earlier everyone in the owned operation. The franchise affiliate business will start getting it in January and it will be released over the following two months as well. So in advance of the spring market.

Great. The second one from Jason is, have you seen the uptake of three-phase marketing since you settled with Zillow and launched the Redfin partnership?

Yes, we've seen an uptick in the three-phase marketing. It's been modest as you're in the middle of the spring market when usually it's more towards the third phase, but we've definitely seen an increase. Our coming soons went from, I think it was low 20s to mid 30s, and I expect it to be much higher in the months ahead. My expectation is that 80% of our listings will go through the coming soon phase. And then the expectation comes from where before the restrictive rules that were put in place, i.e. clear cooperation, we had 90% of our listings

start off as coming soon. Next one's from Day Lee from JP Morgan. You've gone from managing one brand to multiple brands across own brokerage and franchise network. That's not larger than your brokerage by transaction volume. That's a step change in complexity. What's the tangible benefit of maintaining distinct brands and catering to fundamentally different needs of agents

spanning different brands and models? Yeah, so I think part of, you know, in your question is the answer. You know, our customers are agents, right? And you said agents have different needs and so we need to serve those needs. And one of the needs that people have is a desire to have a local culture local traditions local beliefs and a local a local unique brand yeah and so this allows you know being able to support different brands allows us to serve more agents in the markets that we're in and again for if our customers are agents the I don't think I've heard an agent say they want us to merge all the brands as an example but i have heard agents say that they want us to maintain their their brands and we've given them that commitment um the the the the technology platform is the reason why it's taking uh the time it is taking to roll out is you know half of the reason is so that it can work in a brand agnostic way and with that flexibility that we're bringing quite frankly just towards this summer it can serve it can serve different brands without any more investment in the same way Shopify is able to support a bunch of different brands the you know our platform should be able to support brands as well the second one from daily is how much

incremental synergy opportunity remains beyond the 500 million there there is yeah well i'll just

yeah i'll start i'll pass it on um the there there is incremental opportunity but i wouldn't expect another um another increase in any time in the in the near future yeah i was going to

follow up with the same thing i mean it's suffice to say we moved very quickly in these first 100 days since closing the transaction we wanted to make a big impact um early on just for the the clarity of the organization um in moving forward and so as we get into the next phase of the of the synergies we're getting into the deeper operational type integrations and so um you know we've got the runway to to complete the rest the rest of that phase which we've clearly de-risked ourselves with the great progress we've made to date um but we wouldn't not expect to be

to be raising that target anytime soon um next is from ryan mckevney at zelman um the first one is on the synergies target an increase in the target of 500 million in management management drive into the primary dive into the primary areas of cost uh savings presumably from a combination of leases headcount tech development should we think about the mix of those big buckets and what categories of expenses is the drivers for the incremental synergy. Just repeat that. Yeah. Okay. I'll repeat it again. So on the synergies target and the increase to 500 million, can management dive into the primary areas of cost savings on presumably leases, headcount, tech and development?

How should we think about the mix of those big buckets? Yeah, look, the reality is nothing's changed in terms of the buckets. I mean, those big buckets were there. The reality is what's change as more time has elapsed. We've had more ability to get into the details. And just to kind of like recap it, when we first put out the $225 million, that was at the time of announcement back in September of last year, before we had any opportunity to get into the details, right? We increased that again to $300 million when we started doing some pre-closed planning work. Gave us more confidence of increasing that. The buckets didn't change then either. We just had more confidence on the total. We increased it to 400 million in February after we had seven weeks of actual progress working with the leadership team of Anywhere and Compass coming together. And then after now having almost four months completed since we closed the transaction on January 9th, it's just that much additional confidence. I mean, I think the one thing I'd add that is why we're seeing such good progress here is that the management teams are really working very well together. In a typical situation, I think you often have the target comes in, makes a lot of changes, makes decisions. And this has been a much more collaborative approach with the Anywhere and Compass management teams working really closely with each other. And I think it's been a good contributor of the reason for our success. So it's not really any new buckets. It's just really kind of, I think, a team that's working really well together and making good progress towards the original goals. Okay, great. The next question is also

from ryan um on the recent announcement with you and tpg and the stake in peerage firstly can you give some context on the dynamics driving that transaction in terms of how that impacts the model uh does the ownership structure change um and just how does it sort of flow through the pnl

yeah look on the on the peerage transaction um you know it's really a positive transaction for us and peerage is one of the key franchisers under the sotheby's international realty brand and its important relationship for us. They grew quickly through M&A prior to when mortgage rates spiked. This is going back into the early 2000s or 2020s, I should say. And so they just got into a situation where they were over levered, took out too much debt as a result of their expansion and just had trouble keeping up with the debt payment. So it's a good business. It's fundamentally a good business. They just got over levered on debt. So this transaction allowed them to restructure their finances clean up their balance sheet and now puts them on the right path um going forward so you know we we pick up a 51 uh common ownership interest in this transaction they're back on um being cash flow positive um nothing changes from the standpoint of how those revenues will flow through our business on the franchise side um uh that'll stay coming through franchise revenue going forward and um as we talked about we in the announcement we kind of restructured some amounts they owed us from some royalty payments they were behind on, and so we'll get those paid back just over a little bit longer period of time that we'll provide. So overall, a net positive transaction for us.

Great. Next one is from Alec Brundolo from Wells Fargo. Could you speak to the cost buckets that drove the increase in the three-year synergy target from $400 to $500? How much of the $130 million and anticipated P&L cost synergies will be realized in the first half of the year relative to the second half? And could you speak to the learnings of the Anywhere franchise business since the acquisition closed? How are you thinking about bringing technology and the best practices to the franchisees?

Maybe I can start with the synergies question. You know, on the synergies, I think if you think about the $130 million that will be realized through the P&L in 2026, six. About 10 of that was realized in the first quarter, just given timing of the actions in relation to Q1. So, that by default puts the remaining 120 coming forth in Q2, 3, and 4. If you just divide that up at 40 million even, I'd say you could assume a little less than that average of 40 in Q2 and a little more of that average in Q4 as a lot of the synergies are action now. They'll continue to build in terms of realization through the quarters of the year. And we still have another $50 million to go. And so that's a good way to

kind of frame how that's going to come through the P&L. In terms of franchise, historically, our company served real estate professionals as agents and with the goal of making them more profitable, serving them as entrepreneurs, helping them realize their entrepreneurial potential. Now we have a second customer base as broker owners, which are the franchise affiliate businesses. And they have the exact same goals as the real estate agent, which is to become more profitable, to realize their entrepreneurial potential. And we are giving them the same advantages that helps Compass grow. We're giving them as broker owners to help them grow. Obviously, it's the technology platform as one example, but also our enterprise sales team that recruits agents, our M&A team. So we are giving them both on the revenue side and the cost side the same advantage that Compass had at a brokerage level. We're giving that to the franchise broker owners so that they can be more profitable businesses. Okay, great. The second one

from Alec is, how should we be thinking about the size of the Anywhere agent base that has a low amount of GCI? How long do you anticipate attrition from that group of users that will last?

Yeah, look, on the, oh, go ahead, Robert, you want to take that? Yeah, no, I was just going to say on the agent base, I mean, I think the important point that we wanted to call out there is that the attrition during the quarter, you know, a significant percentage of that was really kind of underperforming or non-performing agents, you know, 56% of the agents we said had zero production. Another 21% on top of that had production of 20K or less in the past 12 months. So these are, you know, reductions of numbers of agents been really having no impact on the business. You know, on the company side, over the last several years, we've kind of really operated under this methodology of, you know, kind of focusing on the strong producing agents and the underperforming agents, you know, if they pay their fees and they are otherwise, you know, in good standing with amounts owed to the brokerage, we'll keep them on. But if they're not producing and they're not paying bills as due, we'll move them out of the business. And so anywhere is, you know, now operating in that same capacity in recent periods of time, and I think they're just catching up to us a little bit. So it's good to see we're both aligned on that strategy. It's the right strategy. So there might be a little bit of more choppiness over the near term on that, but it's not going to be the important thing is that we're just dropping numbers of agents. It's not dropping any production at all. And that's an angle. As we've always said before, you know, there's been this limitation with principal agent counts and total agent counts is that not all agents are created equal. Even when we used to report principal agents on the compass side, you know, one principal agent could be operating as an individual contributor. Another principal agent could have a team of dozens of agents doing extremely high production. So there were limitations to that metric on a principal agent basis, and there's also limitations on that on a total agent basis. But the important thing we wanted to get out there is that the lost agent counts really had very, very limited production associated with them, so no meaningful impact on the

business. Thank you. All right. Next one is from Bernie at Needham. With the guidance, can you provide some color by revenue buckets? How should we expect seasonality throughout the year? Are there any differences than typical housing market seasonality? Could you repeat that last part? Yep. With the guidance, can you provide some color by the revenue buckets? How should we expect seasonality throughout the year? Is there any difference

in housing, difference in housing market seasonality? You know, it's probably going be pretty similar um you know that a lot of the gtv coming through franchise will follow um similar to the brokerage um seasonality and so i'd expect those two to be fairly aligned and you can you can actually see just as a reminder we put on our on our website through the investor deck we provided today the pro forma revenue um for 2025 as though anywhere encompass were combined um from the beginning of 2025 and you can see the breakout for the brokerage, franchise, and integrated services segment. Separated for Compass, separated for anywhere, and then, of course, in total. So, you have good visibility of what that looks like on a trailing 12-month basis to hopefully give you some sense as to

what that trending could look like going forward. Great. So, the next one is from Bernie as well. 84,000 agent count was lower than expected. I don't think we had the exact apples-to-apples comparisons with the principal versus non-principal agent count last quarter, how did agents turn into quarter over quarter? Can you talk to agent retention? Yeah, I mean, look, I think we touched

on that a little bit already with, you know, we had good recruiting. We talked about the attrition and the portion of that attrition that was really kind of related to non-productive agents. I think the gap to consider is that what we're talking about here with the 84,000 agents, we're talking about owned brokerage agents. There's obviously a lot of agents on the franchise side of the house that we're not including in that count. That leads to our total, the 330,000-ish total count across the company, which includes international franchise. The next one's from Michael Ng at

Goldman Sachs, what were the key sources of the upgraded synergy outlook, given three-quarters of upgraded synergy outlooks, could we expect further upside from here? And as a housekeeping item, how much in P&L synergies was realized in Q1, and how much do you expect in Q2?

Yeah, I think we covered that one as well in an earlier question. Again, about $10 million was realized in the first quarter, which is up a little bit from what we expected. And then that leaves you with about $120 million of P&L realization that will come through in the last three quarters of the year. You know, expect a little less than $40 million in Q2, about $40 million in Q3, and a little more than $40 million in Q4 if you want to kind of like phase that out that way.

Okay. And this should be the last few questions here. So from Michael Reindos at Benchmark, please discuss what's going on with private listings in Chicago, in the Chicago MLS, sharing it nationally and Washington State, Wisconsin enacting laws around private listings.

Yeah, so there are two types of laws that states are coming with. One is a model, which I believe is Wisconsin and Connecticut, where they're saying that if a seller signs that they want to be private listing, they can be private listing. So that actually means that some states are saying sellers have the legal right to be a private listing and to market however they want. that's one model um i i guess and well there's three models and the second model is one where the states aren't seeing anything and the third model would be uh states like washington state we're saying where they're saying if a listing is marketed to some it must be publicly marketed but public marketing per at least for mls is is assigning the yard and so what is public marketing so is that saying if you're marketing to some is private listening to assign your guard i'm sure that's fine um public marketing is put on social media you know so is that state saying if you have a private listing you also depend on your social media i think that'd be fine um is is public marketing saying that you have to update on market or price drop history or a bunch of information uh public marketing could just be a picture of the house the neighborhood and say contact me and the agent come come to compass.com we'll show you all these listings and so um So in those states like Washington, one, they're saying coming zooms are perfectly legal, and if nothing else, that it meets the requirement because clearly it's public marketing. And even private exclusives on compass.com, they're available per request. And so private exclusive is just a name, like private label, foreclosed, like private banking, like private equity, like private client group. It's just a name. Obviously, it can't be private because it's private. You can't sell something to yourself, right? So what private exclusives are on Compass.com, they're available by request, and they are publicly marketed. A different way to say it, Zillow bans private exclusives because they're public marketing. So even Zillow believes they're publicly marketed. And so that's what's happening in the state level. For MRED, we are bringing MRED National, as well as it will be just a select number of MLSs that are pro-seller choice, where we're going to give them all of our listings, where we're going to subsidize our agents joining. And the reason why, it's not that I want to create a national MLS to replace local MLSs. I want to create a national MLS to compete against local MLSs. Because if they have to compete, who are they competing for? For us, for agents. Agents deserve more choices. Sellers deserve more choices, not less. And so I think this is a very possible – in the same way, look what we kicked off. Now you have Zillow previews and realtor previews and coming soon on all these sites. Didn't the seller deserve that five years ago and ten years ago? Why didn't they have it? I mean, shouldn't sellers have more choices, not less choices? And so what we are doing, we are pushing on the system so that sellers and agents have more choices, less mandates. The seller should be the only person that decides how they market their home in the context of the law. And fiduciary duty and statutory duty, which are a majority of states, say that the agent, the real estate agent, has must, and this is the law, MLS rules are just rules of a business, they're private entities. But the fiduciary duty and statutory duty says the agent must follow all lawful, in quotes, lawful instructions of their client. If a seller wants to market without days on market and price drop history, however they want, that is a lawful instruction. And an MLS with restrictive rules should not be able to tell an agent that they cannot follow the law, or if they don't follow the law of their seller's instructions, that they're going to be fined $5,000 and can lose their access. So I think, you know, I'll close with this. The dominant portal that likes banning agents for marketing outside of their platform to scare them from marketing outside of their platform Their tagline is, we are trying to bring into the light these listings, bring transparency into the light. Well, here's what we're bringing to the light. We're bringing to the light that sellers have been losing the disinterested advice of their fiduciary because of MLS fines and billow bans. And we are bringing to the light that sellers, with their agents, should be able to decide how they market their home in any way they want, not third-party portals and third-party platforms like an MLS. The seller hired the agent in the broker firm. The seller didn't hire MLS. The seller hired the agent. They didn't hire a portal. And, again, I think that, you know, history will look back and they'll see that sellers will have more choices because of the efforts that we've been pushing forward. And I'm thankful for all of the agents and employees that have advocated for seller choice over the last number of years. Great. I think we will end

it there. I know we went a little bit over. So again, thank you everyone for joining the call and apologies for the technical difficulties. We are available tonight and over the next few days to answer any of the questions you may have. Thanks again for joining. This concludes today's

call. Thank you for attending. You may now disconnect.