Compass, Inc.COMP

Compass, Inc. Earnings Per Share Disclosure

10-KFiled Feb 27, 20262 min read
Net Loss Per Share Attributable to Compass, Inc.
The Company computes net loss per share under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to Compass, Inc. will be the same for Class A common stock, Class B common stock and Class C common stock on an individual or combined basis.
The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):
Year Ended December 31,
202520242023
Numerator:
Net loss attributable to Compass, Inc.$(58.5)$(154.4)$(321.3)
Denominator:   
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted (1)
562,153,375 501,514,681 466,522,935 
Net loss per share attributable to Compass, Inc., basic and diluted$(0.10)$(0.31)$(0.69)
(1)For the year ended December 31, 2025, the weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted, includes 38.5 million shares related to the Share Consideration. These shares represent the minimum number of shares to be issued in connection with the CIRE Merger and were included in the calculation beginning on January 13, 2025, the acquisition date. Of the total, 28.4 million shares were issued during the year ended December 31, 2025, and 10.1 million shares represents the minimum number of shares issuable to the Non-Accelerated Sellers. In January 2026, the number of shares issuable to the Non-Accelerated Sellers was finalized and determined to be 10.5 million shares. See Note 3 – “Acquisitions” for more information regarding the CIRE Merger.
The following participating securities were excluded from the computation of diluted net loss per share attributable to Compass, Inc. for the periods presented because including them would have been anti-dilutive (on an as-converted basis):
Year Ended December 31,
202520242023
Outstanding stock options28,559,349 33,683,424 40,527,848 
Outstanding RSUs48,620,509 27,889,410 29,943,818 
Shares subject to the Employee Stock Purchase Plan241,618 327,107 589,729 
Unvested early exercised options— — 11,230 
Unvested common stock7,243 94,165 — 
Contingent common stock to be issued in connection with the Strategic Transaction— — 1,664,551 
Incremental common stock to be issued in connection with the Share Consideration (1)
241,972 — — 
Total77,670,691 61,994,106 72,737,176 
(1)Represents the incremental number of shares that would have been issuable to the Non-Accelerated Sellers in connection with the Share Consideration if the share count had been determined as of December 31, 2025. This amount is incremental to the 10.1 million minimum shares already included in the weighted-average shares used to compute net loss per share attributable to Compass, Inc., basic and diluted.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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