Compass Inc SEC Filings

Insider transaction summary: The Chief Financial Officer and Chief Accounting Officer, Scott R. Wahlers, reported equity changes on 10/03/2025. 49,936 restricted stock units (RSUs) were reported as vested (transaction code M) and converted into 49,936 shares of Class A common stock at a $0 conversion price, increasing his direct holdings to 439,118 shares. Separately, 25,493 shares were reported as withheld by the issuer to satisfy tax withholding at a reported price of $7.83, leaving beneficial ownership at 413,625 shares. The RSU schedule notes 25% tranche vesting on each of 03/31/2025, 06/30/2025, 09/30/2025, and 12/31/2025, subject to continued service. The Form 4 was signed by an attorney-in-fact on 10/06/2025.

Compass, Inc. (COMP) Form 144 reports a proposed sale of 47,766 shares of Class A common stock with an aggregate market value of $383,561, to be sold on or about 10/01/2025 on the NYSE. The filing shows the shares were acquired by distribution from related RR1 trusts on 08/19/2021 in three lots (15,366; 165,000; 201,750). The filer also discloses recent trust sales in May–September 2025 totaling multiple transactions, with individual sale amounts and gross proceeds listed. The notice contains the required representation regarding material nonpublic information and signature/attestation language.

Compass, Inc. (COMP) filing a Form 144 notifies the proposed brokered sale of 72,297 shares of Class A common stock on or about 10/01/2025 via the NYSE, with an aggregate market value reported at $580,545. The filing identifies three separate acquisitions that supplied these shares: a terminating distribution from The RR3 Trust (208,204 shares acquired 08/19/2021), a distribution from the Ruth Reffkin Family Trust (352,000 shares acquired 05/25/2022), and a gift from Robert Reffkin (18,175 shares acquired 05/25/2022). The form also lists multiple related trust sales in the prior three months totaling recurring dispositions by affiliated trusts. The filer affirms no undisclosed material adverse information and provides broker details (J.P. Morgan Securities LLC).

Compass, Inc. filed a Form D reporting a Rule 506(b) exempt offering of equity securities tied to a prior acquisition. The filing shows a $8,999,976 total offering amount that has been fully sold, with $0 remaining. The issuer identifies its industry as residential real estate and indicates annual size category Over $100,000,000. The notice lists 3 investors and a minimum outside investment of $10,000. No sales commissions or finders' fees were reported and no proceeds were allocated to executive officers, directors, or promoters. The filing was signed by General Counsel Brad Serwin.

Compass, Inc. entered into a definitive Agreement and Plan of Merger with Anywhere Real Estate Inc. and a wholly owned merger subsidiary, under which each outstanding share of Anywhere common stock will be converted into the right to receive 1.436 shares of Compass Class A common stock, with cash in lieu of fractional shares. The merger is intended to qualify as a tax-free reorganization under Section 368(a).

Equity awards of Anywhere (RSUs, DSUs, PSUs) will be converted into time-based Compass RSU awards using the 1.436 exchange ratio, with PSUs converted to service-based vesting and performance treatment detailed for in-flight and future periods. Certain Anywhere options will be net-exercised for merger consideration or assumed and converted into adjusted options to purchase Compass shares. The parties anticipate using a 364-day senior secured bridge loan facility and possibly capital markets transactions to refinance Anywhere’s indebtedness; existing senior notes are expected to remain in place after closing.

The merger remains subject to customary closing conditions, including approvals by Compass and Anywhere stockholders, NYSE listing authorization, an effective registration statement/prospectus, expiration of HSR waiting period, absence of injunctions, accurate representations and warranties and material compliance with agreement obligations. Voting and support agreements have been executed by certain holders, including Robert L. Reffkin and related funds.

Compass, Inc. (COMP) director Josh N. McCarter reported related-party transfers of Class A common stock on 09/08/2025. The filing shows two offsetting non-derivative transactions coded G(1): a disposition of 182,159 shares at $0 and an acquisition of 182,159 shares at $0, reflecting a bona fide gift to the McCarter Living Trust. After the transactions, 0 shares are directly owned and 182,159 shares are held indirectly by the trust, where the reporting person and his spouse serve as trustees and beneficiaries. The form is signed by an attorney-in-fact on 09/10/2025.

Compass, Inc. reported a private equity offering under Form D raising $254,749,514 in aggregate proceeds through a Rule 506(b) exemption. The offering sold all announced securities with $0 remaining to be sold and involved 56 investors. The securities are equity and were issued as upfront consideration in connection with an acquisition. The issuer identifies its business as residential real estate and reports annual size in the category over $100 million. No sales commissions or finders' fees were paid and no proceeds were designated for executives, directors or promoters.

Steven J. Sordello, a director of Compass, Inc. (COMP), was granted 2,773 restricted stock units (RSUs) on 09/04/2025. Each RSU represents the contingent right to one share of Class A common stock on settlement. The filing shows 203,750 shares of Class A common stock beneficially owned following the non-derivative transaction and 8,319 RSUs (derivative securities) beneficially owned following the reported derivative transaction. The RSUs vest in four equal installments of 25% on August 1, 2025, November 1, 2025, February 1, 2026, and May 1, 2026, and any remaining unvested RSUs will vest in full on the date of the next annual meeting of stockholders. The Form 4 was signed by an attorney-in-fact on 09/05/2025.