Slide 1: M&A Update: Compass to Combine with Anywhere Real Estate
M&A Update Compass to Combine with Anywhere Real Estate September 22, 2025
Slide 2: Important Information about the Transaction and Where to Find It
Important Information about the Transaction and Where to Find It In connection with the proposed transaction between Anywhere Real Estate Inc. (“Anywhere”) and Compass, Inc. (“Compass”), Anywhere and Compass will file relevant materials with the SEC, including a registration statement on Form S-4 fi
Slide 3: Forward-Looking Statements
Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements inclu
Slide 4: Transaction Overview
Transaction Overview • Transaction value of $4.2B, representing a 21% premium to Enterprise Value and a combined Enterprise Value of ~$10B • All-stock transaction at an exchange ratio of 1.436, equal to $13.01 per Anywhere share based on Compass’ 30 trading day Transaction Detail VWAP • Pro-forma ow
Slide 5: Transformative Combination Creates a Leading Residential Real Estate Platform
Transformative Combination Creates a Leading Residential Real Estate Platform Creates a premier residential real estate platform serving ~340,000 real estate professionals Brings together ~210,000 trusted real estate professionals in the U.S. and another ~130,000 professionals globally onto a shared
Slide 6: Delivering a Superior Experience for All Stakeholders
Delivering a Superior Experience for All Stakeholders For Home Sellers & Home Buyers A simplified and more seamless real estate transaction, powered by expert agent advisors and an integrated digital experience. For Agents An expanded referral network and platform to grow their business, deliver an
Slide 7: Anywhere at a Glance
Anywhere at a Glance The Anywhere Network Key Facts (1) Advisors Brands Ancillary Services (Owned Brokerage) (Franchise) (Title and Mortgage) Full-service residential real Global franchisor of some of Full-service title and escrow ~300,000 ~930K estate brokerage across three the most recognized bran
Slide 8: Combination Creates a Premier Real Estate Platform for Agents and Consumers
Combination Creates a Premier Real Estate Platform for Agents and Consumers Combination unites industry-leading technology platform, collection of brands, real estate professionals & ancillary services Proprietary, Agent-Centric Global Network of Technology Trusted Agents supported by $1.8 billion i
Slide 9: Expands Compass' Footprint and International Network
Expands Compass’ Footprint and International Network Pro Forma U.S. Footprint ● Combination establishes an expanded U.S. presence, covering all 50 states ● Transaction accelerates international expansion, with a franchise presence in approximately 120 countries and territories ● Significantly increa
Slide 10: Diversifies Compass' Revenue Streams
Diversifies Compass’ Revenue Streams • Brings an immediate national presence across title, escrow, mortgage services and adds a global relocation leads business • Financially attractive opportunity to drive incremental ancillary attach • Expands reach of Compass’ One-Click title & escrow experience,
Slide 11: Creates Benefits for All Stakeholders
Creates Benefits for All Stakeholders Evolves Compass into a unified operating system for residential real estate, creating a better experience for home sellers, home buyers, and their trusted real estate professionals HOME SELLERS & INDUSTRY & HOME BUYERS MARKET INSIGHTS TRUSTED TECHNOLOGY EXPANDED
Slide 12: Accelerates Compass' AI Opportunity
Accelerates Compass’ AI Opportunity Compass' proprietary end-to-end platform, built with over $1.8B in investment, provides the critical foundation for deploying the next generation of agentic AI. With over 340,000 real estate professionals on the platform, AI capabilities will be accelerated. Oppor
Slide 13: Compelling Financial Benefits of Combination
Compelling Financial Benefits of Combination Diversifies business model further and increases exposure to attractive segments through integration of Anywhere’s franchise business, ancillary services and relocation business – adding over $1B in attractive revenue from these businesses(1) Anticipate $
Slide 14: Strategy to Manage Leverage
Strategy to Manage Leverage Combined FCF Generation Utilized for Debt De-levering with Goal to Reach Net Leverage of 1.5x Adj. EBITDA by Year-End 2028 Clear path to de-levering driven by combined free cash flow and identified cost synergies 7.3x 4.4x 3.2x 1.5x Net cash position Compass Today Anywher
Slide 15: Definitions and Non-GAAP Reconciliations
Definitions and Non-GAAP Reconciliations Non-GAAP Financial Measures In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication includes certain non-GAAP measures, such as non-GAAP OPEX and Adjusted EBITDA (“non-GAAP
Slide 16: Definitions and Non-GAAP Reconciliations (Cont'd)
Definitions and Non-GAAP Reconciliations (Cont’d) Pro Forma Leverage Anywhere Leverage As of As of $M, unless otherwise noted June 30, 2025 $M, unless otherwise noted June 30, 2025 Corporate Debt – Com pas s (1) 50 Revolving Credit Facility 610 (2) Corporate Debt (excluding s ecuritizations ) – Anyw
Slide 17: Definitions and Non-GAAP Reconciliations (Cont'd)
Definitions and Non-GAAP Reconciliations (Cont’d) Combined Non-GAAP OPEX Three Months Ended $M June 30, 2025 Compass Sales and m arketing (1) 96 (1) Operations and s upport 109 Res earch and developm ent (1) 63 (1) General and adm inis trative 33 Adjusted to exclude the following: Stock-bas ed com p
Slide 18: Compass
COMPASS