Compass prices $850 million convertible notes offering

Compass Inc. (NYSE: COMP) announced the pricing of $850 million in convertible senior notes due 2031, representing a $100 million increase from the previously announced offering size. The real estate technology company also granted initial purchasers an option to purchase up to an additional $150 million of notes within 13 days of issuance.

The notes will bear interest at 0.25% per annum and mature on April 15, 2031. The initial conversion rate is set at 62.5626 shares of Class A common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $15.98 per share. This represents a 35% conversion premium over the last reported sale price on the New York Stock Exchange on January 7, 2026.

Compass intends to use net proceeds for general corporate purposes, including potential repayment of Anywhere Real Estate Inc. debt if their announced merger is completed, and funding capped call transactions. The company entered into capped call transactions with initial purchasers and other financial institutions, with a cap price of $23.68 per share, representing a 100% premium over the January 7 closing price.

The notes will be convertible only under certain conditions prior to January 15, 2031, and thereafter at any time until maturity. Compass may redeem the notes on or after April 20, 2029, subject to certain conditions. The offering is expected to close on January 9, 2026.

The notes are being offered to qualified institutional buyers under Rule 144A and have not been registered under the Securities Act of 1933.

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