New York, Jan 8, 2026, 09:02 EST — Premarket
Compass, Inc. said on Thursday it priced an upsized $850 million offering of convertible senior notes due 2031, lining up fresh financing as it heads into the final stretch of its planned tie-up with rival Anywhere Real Estate. The shares ended Wednesday up 9.4% at $11.84.
Compass and Anywhere said stockholders at both companies backed the merger at special meetings on Wednesday, and the companies expect to close the deal on Jan. 9. “We are pleased with the strong support from our and Anywhere’s stockholders,” Compass founder and CEO Robert Reffkin said in a joint statement. SEC
Convertible notes are debt that can later convert into stock, which can dilute existing holders if the shares rise. Compass said the notes will pay 0.25% interest and convert at about $15.98 a share — a roughly 35% premium to the Jan. 7 close — and it arranged “capped call” option trades to soften dilution up to an initial cap price of $23.68. It plans to use proceeds for general corporate purposes, including paying down some Anywhere debt and merger costs, and said the offering is expected to settle on or about Jan. 9. SEC
The note pricing lands on top of a busy set of filings a day earlier. Compass raised its fourth-quarter outlook and said it expects revenue at the high end of its prior range of $1.59 billion to $1.69 billion, with adjusted EBITDA — a profit measure that strips out some costs — at or slightly above the high end of $35 million to $49 million. It also said the Hart-Scott-Rodino antitrust waiting period for the merger expired on Jan. 2 and that it plans to terminate remaining commitments under a $750 million bridge financing arrangement after completing the notes offering.
That mix matters now because investors are trying to handicap the combined company’s balance sheet before the next earnings season rolls around, while the U.S. housing market stays tied to mortgage rates and transaction volume. Brokerages can gain share fast in a hot market, then scramble when listings thin out.
Compass’ planned combination with Anywhere would create one of the largest U.S. residential brokerage networks by sales volume, out-sizing rivals such as eXp World Holdings’ eXp Realty, Barron’s reported, citing industry data. Barron’s said the two firms booked about $418 billion in 2024 sales volume.
But the setup carries obvious risks. Compass flagged that both the note sale and the merger remain subject to closing conditions, and the financing can still be derailed by market swings. The deal has also drawn political scrutiny, with U.S. Senators Elizabeth Warren and Ron Wyden urging antitrust regulators in December to investigate the tie-up, saying it could hurt homebuyers.
