Compass (COMP) FY2025 10-K Risk Factors: 25 New, 16 Dropped

What the changes say

Compass's risk profile now centers heavily on integrating the Anywhere merger, managing significant new debt, and expanding its franchise business.
Mortgage rate volatility, AI adoption complexities, and ongoing industry antitrust litigation remain key operational threats.

What changed since the prior 10-K

New

NewRisks Related to U.S. Real Estate Industry
High mortgage rates and tighter mortgage underwriting standards have had an adverse effect on our business, financial condition and results of operations
High mortgage rates and tight underwriting standards are reducing home sale transaction volumes and depressing demand for mortgage and title services.
NewRisks Related to U.S. Real Estate Industry
Lower transaction volume also reduces demand for title, escrow, settlement, and mortgage services. Reduced purchase and refinance activity generally increases competition among loan originators and title agencies, putting pressure on revenue and margins in our mortgage and title agency businesses
Tighter mortgage underwriting standards and regulatory changes can restrict buyer financing and reduce the transaction volume handled by our real estate and title businesses.
NewRisks Related to Our Business and Operations
We may be unable to successfully integrate Anywhere’s business and realize cost synergies and other anticipated benefits of the Anywhere Merger
We may fail to successfully integrate Anywhere and realize anticipated cost synergies, operational efficiencies, or innovation opportunities without disrupting stakeholder relations.
NewRisks Related to Our Business and Operations
In connection with the Anywhere Merger, we became a party to significant additional indebtedness, which could adversely affect our business and operations, including by decreasing our business flexibility and significantly increasing our interest expense, among other things
The Anywhere Merger added significant indebtedness, including Anywhere Secured and Unsecured Notes, $1.0 billion in Convertible Notes, and an Apple Ridge securitization guarantee.
NewRisks Related to Our Business and Operations
An event of default under our 2025 Revolving Credit Facility or the indentures governing our other material indebtedness would adversely affect our operations and our ability to satisfy obligations under our indebtedness
Failure to comply with the Total Net Leverage Ratio covenant or other restrictions in our 2025 Revolving Credit Facility and note indentures could trigger an event of default.
NewRisks Related to Our Business and Operations
We might not be able to recruit and retain real estate professionals at the same rate as in the past, which could adversely affect our and the combined company’s business, financial condition and results of operations
Anywhere Merger uncertainties could hinder our ability to recruit and retain real estate professionals and franchisees, potentially reducing commission revenues and royalty fees.
NewRisks Related to Our Business and Operations
Regulatory authorities and private parties may continue to review the Anywhere Merger, and any challenges and resulting actions could adversely affect our business
Regulatory authorities, state attorneys general, or private parties may challenge the Anywhere Merger, leading to potential restrictions, divestitures, or increased compliance costs.
NewRisks Related to Our Business and Operations
Our franchise business increased significantly as a result of the Anywhere Merger, and our future financial results are expected to be materially impacted by the operating results of our franchisees and the terms of our arrangements with them
Our expanded franchise business means financial results depend heavily on franchisee performance, liquidity, and royalty payments, particularly from our largest franchisees.
NewRisks Related to Our Business and Operations
our competitive advantage may be adversely affected. To be successful and remain competitive, we must be able to adapt to changes in a timely and effective manner, and if we fail to do so, our business and results of operations may be adversely affected
Integrating AI tools into our platform involves complexities, potential system disruptions, talent recruitment hurdles, increased capital expenditures, and heightened cybersecurity attack surfaces.
NewRisks Related to Our Business and Operations
We may not realize the expected benefits from our existing or future joint ventures, including our mortgage business and title insurance underwriter
Joint ventures like our mortgage business and title underwriter may underperform, suffer partner disagreements, or expose us to vicarious liability and negligence claims.
NewRisks Related to Our Business and Operations
Actions by real estate professionals, or by our employees or franchisees, could adversely affect our reputation and subject us to liability
Misconduct or regulatory violations by independent real estate professionals, employees, or franchisees could trigger litigation and damage our reputation.
NewRisks Related to Our Business and Operations
providers, we are reliant upon their security procedures, controls, and adherence to our agreements. A breach or attack affecting one of our third-party service providers or partners could adversely impact our business and our reputation even if we do not control the service that is attacked
Cybersecurity attacks targeting third-party service providers, agents, or clients could result in data loss and operational disruption outside our direct security control.
NewRisks Related to Our Business and Operations
Our goodwill and other long-lived assets are subject to potential impairment which could negatively impact our earnings
NewRisks Related to Our Business and Operations
We may incur substantial liabilities arising out of Anywhere’s legacy pension plan
NewRisks Related to Our Business and Operations
We may be unable to continue to securitize certain of the relocation assets of Cartus, which may adversely impact our liquidity
NewRisks Related to Our Business and Operations
diminish employee morale, reduce engagement, or lead to the loss of key personnel if we are unable to successfully foster a unified and productive work environment
NewRisks Related to Our Business and Operations
We may not be able to generate a meaningful number of high-quality leads for real estate professionals and franchisees
NewRisks Related to Our Business and Operations
Continued reductions in the global spending on relocation services or a cessation or reduction in the volume of business generated from multiple significant relocation clients, or the loss of our largest real estate benefit program client could adversely affect our revenues and profitability
NewRisks Related to Our Intellectual Property
Any unauthorized or improper use of our intellectual property by third parties, including real estate professionals at our owned-brokerage and our franchises, could reduce our competitive advantages or otherwise harm our business and brands
NewRisks Related to Ownership of Our Class A Common Stock
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it more difficult for us to refinance or restructure our debt or obtain additional debt financing in the future
NewRisks Related to the Convertible Notes
The accounting method for the Convertible Notes could adversely affect our reported financial condition and results
NewRisks Related to the Convertible Notes
The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the Convertible Notes and reflecting the underlying shares of our Class A common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition
NewRisks Related to the Convertible Notes
Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stock
NewRisks Related to the Convertible Notes
The capped call transactions may affect the value of our Class A common stock
NewRisks Related to the Convertible Notes
We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned

Dropped

DroppedRisks Related to Our Business and Operations
High mortgage rates have contributed to a decline in residential real estate home sale transaction volume and title and escrow and mortgage activity, which has had an adverse effect on our business, financial condition and results of operations
DroppedRisks Related to Our Business and Operations
A decline in home sale transaction volume also has a negative impact on title and escrow activities, which has had and could continue to have an adverse effect on our business, financial condition and results of operations
High mortgage rates reduced home sale transaction volume and seller willingness to move.
DroppedRisks Related to Our Business and Operations
and our affiliates across the markets we serve, nor that our investments will drive increased productivity for agents at our owned-brokerage or our affiliates
Home sale transaction decline negatively impacted title, escrow, and mortgage activities.
DroppedRisks Related to Our Business and Operations
We may not realize the expected benefits from our mortgage business
DroppedRisks Related to Our Business and Operations
If we are unable to maintain or enhance agent awareness of our business, or if our reputation and/or brands' quality is damaged in a given market, nationally or internationally, our business, financial condition, and results of operations could be adversely affected
DroppedRisks Related to Our Business and Operations
Actions by agents at our owned-brokerage or our affiliates, or by our employees, could adversely affect our reputation and subject us to liability
DroppedRisks Related to Our Business and Operations
We may be subject to losses relating to the operations of our title and escrow businesses as a result of errors, omissions, fraud, defalcation, or other misconduct
DroppedRisks Related to Our Business and Operations
A change in mortgage underwriting standards could reduce the ability of homebuyers to access the credit markets on reasonable terms, or at all
DroppedRisks Related to Our Business and Operations
A significant adoption by consumers of alternatives to full-service agents could have an adverse effect on our business, financial condition, and results of operations
Acquired real estate tech companies might not be valued or utilized by agents.
DroppedRisks 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
DroppedRisks Related to Our Business and Operations
In addition, many of our employees continue to work remotely, which may adversely affect our efficiency and morale. Certain employees have not agreed with return to office initiatives and as a result have sought employment elsewhere
Expected benefits from the mortgage business might not be realized.
DroppedRisks Related to Our Business and Operations
practices and policies, and may subject us to increased regulatory scrutiny and business costs, and lead to unintended confusion among our agents’ and our agents’ clients
DroppedRisks Related to Our Legal and Regulatory Environment
disclosure requirements. Furthermore, our ability to terminate or refuse renewal/transfer of franchise agreements may be restricted by state-specific “franchise relationship” or “business opportunity” laws
DroppedRisks Related to Our Legal and Regulatory Environment
We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
Rapid past growth may not continue, limiting future business expansion.
DroppedRisks Related to Our Legal and Regulatory Environment
We may be subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls
DroppedRisks Related to Our Legal and Regulatory Environment
Internet law is evolving, and unfavorable changes to, or failure by us to comply with, these laws and regulations could adversely affect our business, financial condition, and results of operations

Reworded

97% rewrittenRisks Related to Our Business and Operations
Our fraud detection processes may not successfully detect all fraudulent activity, which could adversely affect our reputation and business results
Expanded to cover broader fraud risks including wire fraud, embezzlement, and misconduct across employees, franchisees, and third parties, replacing a focus strictly on cybersecurity threat actors.
Was: Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or agents, which could adversely affect our reputation and business results
88% rewrittenRisks Related to Our Business and Operations
Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks
Added specific mention of new international and U.S. regulatory disclosure frameworks for ESG and client-mandated ESG relocation standards.
79% rewrittenRisks Related to Our Business and Operations
Cybersecurity incidents could disrupt business operations and result in the loss of critical and confidential information or claims or litigation arising from such incidents, any of which may adversely impact our reputation and business, financial condition, and results of operations
Updated to explicitly include real estate professionals, franchisees, and employees alongside clients in the scope of cybersecurity threat vulnerabilities.
79% rewrittenRisks Related to Our Business and Operations
Any decrease in our gross commission income or the percentage of commissions that we or our franchisees collect may harm our business, financial condition and results of operations
Shifted to emphasize franchise royalty calculations, recent antitrust litigation impact on commission rates, and potential increases in agent commission splits.
Was: Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, financial condition and results of operations
78% rewrittenRisks Related to Our Business and Operations
If we fail to continuously innovate, improve and expand our technology offerings to create value for real estate professionals and their clients, our business, financial condition and results of operations could be adversely affected
Added a warning that newly launched products and services may not be utilized by real estate professionals at expected rates.
Was: If we fail to continuously innovate, improve and expand our technology offerings to create value for agents at our owned-brokerage and our affiliates and their respective clients, our business, financial condition and results of operations could be adversely affected
71% rewrittenRisks Related to Our Business and Operations
We operate in highly competitive markets and we may be unable to compete successfully against competitors
Expanded competitive factors to include franchise business expansion, technology platform acceptance, and AI technology integration.
63% rewrittenRisks Related to Our Business and Operations
Our ability to recruit real estate professionals at our owned-brokerage and expand our network of franchisees depends on the strength of our reputation and reputation of our brands
Updated to include franchise network retention and expansion alongside owned-brokerage agent recruitment.
Was: Our ability to recruit agents at our owned-brokerage and expand our network of affiliates depends on the strength of our reputation and reputation of our brands
62% rewrittenRisks Related to Our Business and Operations
Because a material portion of our business is concentrated in certain geographic areas and high-end markets, any adverse economic, real estate or business conditions in these geographic areas and/or impacting high-end markets could have a material adverse effect on our operating results
Broadened geographic and high-end market concentration risks from specific regions like Southern California and Texas to general high-end geographies.
59% rewrittenRisks Related to U.S. Real Estate Industry
Monetary policies of the federal government and its agencies may have an adverse impact on our business, financial condition and results of operations
55% rewrittenRisks Related to U.S. Real Estate Industry
Low home inventory levels may result in insufficient supply, which could negatively impact home sale transaction growth
54% rewrittenRisks Related to Our Business and Operations
We must carefully manage our expense structure and a failure to do so could have a material adverse effect on our business
47% rewrittenRisks Related to Our Legal and Regulatory Environment
We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity
46% rewrittenRisks Related to Our Business and Operations
Through our franchise and relocation business, we have expanded, and may continue to expand in the future, into international markets, which will expose us to significant risks
Was: Through our affiliate business, we have expanded, and may continue to expand in the future, into international markets, which will expose us to significant risks
44% rewrittenRisks Related to Our Business and Operations
We 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
44% rewrittenRisks Related to Our Business and Operations
Natural disasters and catastrophic events may disrupt real estate markets and could adversely affect our business, financial condition and results of operations
37% rewrittenRisks Related to Our Business and Operations
We could be subject to significant losses if banks do not honor our escrow and trust deposits
Was: We could be subject to losses if banks do not honor our escrow and trust deposits
37% rewrittenRisks Related to Our Business and Operations
Disruption or delays in service from third-party providers could adversely impact our business, including the delivery of our platform and technology offerings
Was: We utilize a number of third-party service providers to deliver web and mobile content and any disruption or delays in service from these third-party providers could adversely impact the delivery of our platform
34% rewrittenRisks Related to Our Business and Operations
We may not be able to maintain or establish relationships with MLSs and third-party listing providers, which could limit the information we are able to provide to real estate professionals and real estate professionals’ clients
Was: We may not be able to maintain or establish relationships with MLSs and third-party listing providers, which could limit the information we are able to provide to our agents and our agents’ clients
30% rewrittenRisks Related to Our Business and Operations
We have grown our owned-brokerage business rapidly since our inception. We plan to continue our expansion of our owned-brokerage business and our franchise business; however, there is no guarantee that we will be successful or will expand at the rate we anticipate, or at all
Was: We have grown our owned-brokerage business rapidly since our inception and we recently added an affiliate business. We plan to continue our expansion of our owned-brokerage business and our affiliate business; however, there is no guarantee that we will be successful or will expand at the rate we anticipate
29% rewrittenRisks Related to Our Legal and Regulatory Environment
We are subject to a variety of federal, state and international laws, many of which are unsettled and still developing, and certain of our businesses are highly regulated. Any failure to comply with such regulations or any changes in such regulations could adversely affect our business
28% rewrittenRisks Related to Ownership of Our Class A Common Stock
The multi-class structure of our common stock has the effect of concentrating voting power with Robert Reffkin, our founder, Chairman, and Chief Executive Officer, and his financial planning vehicles and affiliated trusts
27% rewrittenRisks Related to Our Business and Operations
Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict
26% rewrittenRisks Related to Our Business and Operations
Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, our business could be harmed
25% rewrittenRisks Related to Our Business and Operations
Our platform is highly complex and our software may contain undetected errors
25% rewrittenRisks Related to Our Business and Operations
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel, could harm our business
23% rewrittenRisks Related to Our Legal and Regulatory Environment
We classify real estate professionals at our owned-brokerage as independent contractors, and if federal or state law mandates that they be classified as employees, our business, financial condition, and results of operations would be adversely impacted
Was: We classify our agents as independent contractors, and if federal or state law mandates that they be classified as employees, our business, financial condition, and results of operations would be adversely impacted

All 68 risk factors

Headings as the filing states them, in filing order.

Risks Related to U.S. Real Estate Industry

01Monetary policies of the federal government and its agencies may have an adverse impact on our business, financial condition and results of operations59% rewritten
02High mortgage rates and tighter mortgage underwriting standards have had an adverse effect on our business, financial condition and results of operationsNew
03Lower transaction volume also reduces demand for title, escrow, settlement, and mortgage services. Reduced purchase and refinance activity generally increases competition among loan originators and title agencies, putting pressure on revenue and margins in our mortgage and title agency businessesNew
04Low home inventory levels may result in insufficient supply, which could negatively impact home sale transaction growth55% rewritten

Risks Related to Our Business and Operations

05We may be unable to successfully integrate Anywhere’s business and realize cost synergies and other anticipated benefits of the Anywhere MergerNew
06In connection with the Anywhere Merger, we became a party to significant additional indebtedness, which could adversely affect our business and operations, including by decreasing our business flexibility and significantly increasing our interest expense, among other thingsNew
07An event of default under our 2025 Revolving Credit Facility or the indentures governing our other material indebtedness would adversely affect our operations and our ability to satisfy obligations under our indebtednessNew
08We 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 all44% rewritten
09We might not be able to recruit and retain real estate professionals at the same rate as in the past, which could adversely affect our and the combined company’s business, financial condition and results of operationsNew
10Regulatory authorities and private parties may continue to review the Anywhere Merger, and any challenges and resulting actions could adversely affect our businessNew
11Any decrease in our gross commission income or the percentage of commissions that we or our franchisees collect may harm our business, financial condition and results of operations79% rewritten
12Our franchise business increased significantly as a result of the Anywhere Merger, and our future financial results are expected to be materially impacted by the operating results of our franchisees and the terms of our arrangements with themNew
13We must carefully manage our expense structure and a failure to do so could have a material adverse effect on our business54% rewritten
14Because a material portion of our business is concentrated in certain geographic areas and high-end markets, any adverse economic, real estate or business conditions in these geographic areas and/or impacting high-end markets could have a material adverse effect on our operating results62% rewritten
15If we fail to continuously innovate, improve and expand our technology offerings to create value for real estate professionals and their clients, our business, financial condition and results of operations could be adversely affected78% rewritten
16our competitive advantage may be adversely affected. To be successful and remain competitive, we must be able to adapt to changes in a timely and effective manner, and if we fail to do so, our business and results of operations may be adversely affectedNew
17We have grown our owned-brokerage business rapidly since our inception. We plan to continue our expansion of our owned-brokerage business and our franchise business; however, there is no guarantee that we will be successful or will expand at the rate we anticipate, or at all30% rewritten
18We may not realize the expected benefits from our existing or future joint ventures, including our mortgage business and title insurance underwriterNew
19We operate in highly competitive markets and we may be unable to compete successfully against competitors71% rewritten
20Our ability to recruit real estate professionals at our owned-brokerage and expand our network of franchisees depends on the strength of our reputation and reputation of our brands63% rewritten
21Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict27% rewritten
22The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel, could harm our business25% rewritten
23Actions by real estate professionals, or by our employees or franchisees, could adversely affect our reputation and subject us to liabilityNew
24If acquisitions are not successfully completed or integrated into our existing operations, our business, financial condition, or results of operations may be adversely affected
25We may not be able to maintain or establish relationships with MLSs and third-party listing providers, which could limit the information we are able to provide to real estate professionals and real estate professionals’ clients34% rewritten
26Cybersecurity incidents could disrupt business operations and result in the loss of critical and confidential information or claims or litigation arising from such incidents, any of which may adversely impact our reputation and business, financial condition, and results of operations79% rewritten
27providers, we are reliant upon their security procedures, controls, and adherence to our agreements. A breach or attack affecting one of our third-party service providers or partners could adversely impact our business and our reputation even if we do not control the service that is attackedNew
28Our fraud detection processes may not successfully detect all fraudulent activity, which could adversely affect our reputation and business results97% rewritten
29We could be subject to significant losses if banks do not honor our escrow and trust deposits37% rewritten
30Our goodwill and other long-lived assets are subject to potential impairment which could negatively impact our earningsNew
31We may incur substantial liabilities arising out of Anywhere’s legacy pension planNew
32Through our franchise and relocation business, we have expanded, and may continue to expand in the future, into international markets, which will expose us to significant risks46% rewritten
33Our management team is required to evaluate the effectiveness of our internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports, which could adversely affect our business
34Our ability to use our net operating losses and other tax attributes may be limited
35We rely on assumptions, estimates, and business data to calculate our key performance indicators and other business metrics, and real or perceived inaccuracies in these metrics may harm our reputation and negatively affect our business
36Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have an adverse effect on our business, financial condition, and results of operations
37We may be unable to continue to securitize certain of the relocation assets of Cartus, which may adversely impact our liquidityNew
38Our platform is highly complex and our software may contain undetected errors25% rewritten
39Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, our business could be harmed26% rewritten
40diminish employee morale, reduce engagement, or lead to the loss of key personnel if we are unable to successfully foster a unified and productive work environmentNew
41Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage
42Disruption or delays in service from third-party providers could adversely impact our business, including the delivery of our platform and technology offerings37% rewritten
43We may not be able to generate a meaningful number of high-quality leads for real estate professionals and franchiseesNew
44Continued reductions in the global spending on relocation services or a cessation or reduction in the volume of business generated from multiple significant relocation clients, or the loss of our largest real estate benefit program client could adversely affect our revenues and profitabilityNew
45Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks88% rewritten
46Natural disasters and catastrophic events may disrupt real estate markets and could adversely affect our business, financial condition and results of operations44% rewritten

Risks Related to Our Legal and Regulatory Environment

47We are periodically subject to claims, lawsuits, government investigations, and other proceedings that may adversely affect our business, financial condition, and results of operations
48We classify real estate professionals at our owned-brokerage as independent contractors, and if federal or state law mandates that they be classified as employees, our business, financial condition, and results of operations would be adversely impacted23% rewritten
49We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity47% rewritten
50We are subject to a variety of federal, state and international laws, many of which are unsettled and still developing, and certain of our businesses are highly regulated. Any failure to comply with such regulations or any changes in such regulations could adversely affect our business29% rewritten

Risks Related to Our Intellectual Property

51Our intellectual property rights are valuable to us, and any inability to protect them could reduce the value of our products, services, and brands
52Any unauthorized or improper use of our intellectual property by third parties, including real estate professionals at our owned-brokerage and our franchises, could reduce our competitive advantages or otherwise harm our business and brandsNew
53Our platform, its features, and our technology offerings may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from providing our products and services
54Some of our products and services contain open source software, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business

Risks Related to Ownership of Our Class A Common Stock

55The multi-class structure of our common stock has the effect of concentrating voting power with Robert Reffkin, our founder, Chairman, and Chief Executive Officer, and his financial planning vehicles and affiliated trusts28% rewritten
56their capital stock as part of a sale of our company, and might ultimately affect the market price of our Class A common stock
57We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock
58The trading price of the shares of our Class A common stock is likely to be volatile
59If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline
60A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it more difficult for us to refinance or restructure our debt or obtain additional debt financing in the futureNew
61Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management
62Our restated certificate of incorporation and amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees
63We do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future

Risks Related to the Convertible Notes

64The accounting method for the Convertible Notes could adversely affect our reported financial condition and resultsNew
65The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the Convertible Notes and reflecting the underlying shares of our Class A common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial conditionNew
66Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stockNew
67The capped call transactions may affect the value of our Class A common stockNew
68We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as plannedNew

Other Compass 10-Ks

FY2024 10-K risk factors
59 risks
High mortgage rates and low home inventory severely depress transaction volume and commission revenue. Geographic concentration in California, Texas, and New York creates local market vulnerability. Antitrust class action litigation threatens customary real estate commission rates and structures.
Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.