Compass Inc-A美股招股说明书(2025-12-02版)

To the stockholders of Compass, Inc. and the stockholders of Anywhere Real Estate Inc.TRANSACTION PROPOSED - YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On September 22, 2025, Compass, Inc. (which we refer to as “Compass”), Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass (whichwe refer to as “Merger Sub”), and Anywhere Real Estate Inc. (which we refer to as “Anywhere”) entered into an Agreement and Plan of Merger (whichwe refer to as the “merger agreement”), pursuant to which, subject to approval by Compass stockholders and Anywhere stockholders and the satisfactionor (to the extent permitted by law) waiver of other specified closing conditions, at the completion of the merger, Merger Sub will merge with and intoAnywhere (which we refer to as the “merger”), with Anywhere surviving the merger and becoming a wholly owned subsidiary of Compass. As a result ofthe merger, Anywhere will no longer be a publicly-held company. Following the merger, Anywhere common stock will be delisted from the New YorkStock Exchange (which we refer to as the “NYSE”) and deregistered under the Securities Exchange Act of 1934. The Class A common stock, par value$0.00001 per share, of Compass (which we refer to as the “Compass Class A common stock”) is traded on the NYSE under the symbol “COMP.” Thecommon stock of Anywhere is traded on the NYSE under the symbol “HOUS.” If the merger is completed, each share of Anywhere common stock, par value $0.01 per share (which we refer to as “Anywhere common stock”),issued and outstanding as of immediately prior to the effective time of the merger (which we refer to as the “effective time”) (other than any shares ofAnywhere common stock that are owned (i) directly or indirectly, by Anywhere or by Compass or Merger Sub, or (ii) by any direct or indirect subsidiaryof either Anywhere or Compass, other than Merger Sub) will be converted into the right to receive 1.436 fully paid and nonassessable shares of CompassClass A common stock (with, if applicable, cash in lieu of fractional shares, less any applicable withholding taxes) (which we collectively refer to as the“merger consideration”). For more details on the merger consideration, see “The Merger Agreement—Merger Consideration.” The market value ofCompass Class A common stock at the time of completion of the merger could be greater than, less than or the same as the market value of Compass ClassA common stock on the date of the accompanying joint proxy statement/prospectus and/or the date of the Compass and Anywhere special meetings. Wecannot predict the amount of any change in value, as the market price of shares of Compass Class A common stock may fluctuate based on the perceivedvalues of the Class A common stock of Compass in anticipation of the merger, and it may not be possible to estimate the market value of Compass Class Acommon stock. Based on the number of shares of Anywhere common stock outstanding as of November 25, 2025, Compass expects to issue approximately161,019,679 shares of Compass Class A common stock to holders of Anywhere common stock in the merger. Based on the number of shares of Anywherecommon stock outstanding as of November 25, 2025, and the number of shares of (i) Compass Class A common stock and (ii) Class C common stock, parvalue $0.00001 per share, of Compass (which we refer to as the “Compass Class C common stock” and, together with the Compass Class A commonstock, the “Compass common stock”) outstanding as of November 25, 2025, we estimate that, immediately following completion of the merger, currentholders of Anywhere common stock will own approximately 22.3% of the outstanding shares of Compass common stock and approximately 17.6% of thevoting power of the outstanding shares of Compass common stock and current holders of Compass common stock will own approximately 77.7% of theoutstanding shares of Compass common stock and approximately 82.4% of the voting power of the outstanding shares of Compass common stock,excluding equity-based Anywhere awards that will convert into Compass awards pursuant to the terms of the merger agreement. Each of Compass and Anywhere is holding a special meeting of its respective stockholders to vote on the proposals necessary to complete the merger.Each of the Compass special meeting and the Anywhere special meeting will be held in a virtual meeting format only, via live webcast, without a physicalmeeting location. Please be sure to follow instructions found on your respective proxy card and/or voting instruction form. Information about eachmeeting, the merger and the other business to be considered by stockholders at each special meeting is contained in the accompanying joint proxystatement/prospectus. Any stockholder entitled to attend and vote at the applicable special meeting is entitled to appoint a proxy to attend and vote on suchstockholder’s behalf. Such proxy need not be a holder of Compass common stock or Anywhere common stock. We urge you to read the