Compass Inc SEC Filings

Compass, Inc. has entered into a new Revolving Credit and Guaranty Agreement providing an initial $250 million revolving credit facility that will automatically increase to $500 million if its planned merger with Anywhere Real Estate is completed. The facility includes a letter of credit sublimit of $100 million, rising to $170 million upon merger closing, and is secured by a first‑priority lien on substantially all assets of Compass and certain subsidiaries.

Borrowings accrue interest at Term SOFR plus 1.50%–2.25% per year, with unused commitments charged 0.175%–0.35% per year, both tied to Compass’s total net leverage ratio. The facility matures on November 17, 2030, with potential earlier “springing” maturities linked to Anywhere’s second‑lien and unsecured notes, which Compass currently intends to pay off or refinance after the merger. Key covenants require minimum liquidity of $150 million, at least $4 billion in consolidated total revenue, and leverage limits before the merger, and set higher but stepping‑down leverage caps after closing.

Compass, Inc. filed a Form S-4 to register approximately 161,019,679 shares of Class A common stock to be issued as merger consideration in its all‑stock acquisition of Anywhere Real Estate Inc.

Under the merger agreement, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, with cash paid in lieu of fractional shares. The deal is subject to approval by both companies’ stockholders and other customary conditions; following closing, Anywhere will become a wholly owned Compass subsidiary and its stock will be delisted from the NYSE.

Based on shares outstanding as of late October/early November 2025, Anywhere stockholders are expected to own about 22% of Compass common stock and 18% of the voting power, while current Compass holders would own roughly 78% and 82%, respectively. The companies currently expect completion in the second half of 2026.

Compass, Inc. (COMP) reported insider transactions by its General Counsel. Bradley K. Serwin sold Class A common stock in two trades under a Rule 10b5-1 plan. On 11/11/2025, he sold 903 shares at $9, leaving 315,490 shares beneficially owned. On 11/12/2025, he sold 904 shares at $9.5, leaving 314,586 shares beneficially owned. The sales were executed pursuant to a pre-established plan adopted on May 12, 2025.

Compass, Inc. (COMP) stockholder Bradley Serwin filed a Form 144 to sell up to 904 shares of common stock with an aggregate market value of $8,524.72. The planned sale, through Morgan Stanley Smith Barney LLC, lists an approximate sale date of 11/12/2025 on the NYSE.

The shares were acquired on 10/03/2024 via restricted stock units from the issuer. Recent reported sales include 903 shares on 11/11/2025 for $8,127.00, 13,065 shares on 08/25/2025 for $124,117.50, and 13,064 shares on 08/22/2025 for $117,576.00. Shares outstanding were 561,061,452; this is a baseline figure, not the amount being offered.

Compass, Inc. (COMP) filed a Form 144 indicating an intended sale of 903 common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value of $7,937.37. The approximate sale date is 11/11/2025 on the NYSE.

The shares were acquired as restricted stock units on 10/03/2024 in the amount of 903. Compass reported 561,061,452 shares outstanding. In the past three months, the filer executed 10b5-1 sales of 13,064 shares on 08/22/2025 (gross proceeds $117,576.00) and 13,065 shares on 08/25/2025 (gross proceeds $124,117.50).

FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 66,715,565.04 shares of Compass Inc. (Class A), representing 12.7% of the class. The date of the event was 09/30/2025. Abigail P. Johnson is also a reporting person.

FMR reports sole voting power over 66,701,090.63 shares and sole dispositive power over 66,715,565.04 shares, with no shared voting or dispositive power. The filing certifies the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control. One or more other persons may have rights to dividends or sale proceeds, with no single person over five percent.

Compass, Inc. (COMP) reported Q3 2025 results with revenue of $1,846.0 million versus $1,494.0 million a year ago. The company posted a net loss attributable to Compass of $4.6 million for the quarter and $15.9 million for the nine months. Operating cash flow for the first nine months was $171.4 million.

Balance sheet and liquidity: Cash and cash equivalents were $170.3 million. Total assets rose to $1,553.5 million, reflecting the January 13, 2025 acquisition of Christie’s International Real Estate for total consideration of $403.1 million, including $153.0 million in cash and share consideration valued at $250.1 million. In August 2025, Compass delivered 28.4 million shares under the accelerated share provision; a further 10.1–13.6 million shares may be issued beginning January 2026 in installments. Shares outstanding were 558,603,659 as of September 30, 2025.

Capital structure and facilities: There were no borrowings outstanding under the $350.0 million revolving credit facility; letters of credit totaled $27.7 million, and Compass reported covenant compliance. The Concierge Facility balance was $28.8 million. The filing also references a pending merger with Anywhere Real Estate Inc. announced on September 22, 2025.

Compass, Inc. furnished a press release and will hold a conference call announcing financial results for the quarter ended September 30, 2025. The information was provided in an Item 2.02 current report and designated as furnished, not filed, under the Exchange Act.

The press release is attached as Exhibit 99.1, with the cover page formatted in Inline XBRL as Exhibit 104. The report is dated November 4, 2025, and was signed by Chief Financial Officer Scott Wahlers.

Compass, Inc. (COMP)Rule 506(b). The filing reports Total Amount Sold: $370,966 and Total Remaining to be Sold: $0.

The company states these shares were issued as contingent consideration related to a prior acquisition, and no cash consideration was received by the issuer. It is a new notice with a date of first sale: 2025-10-02. The security type is equity, and reported finders’ fees were $0. The issuer size selection indicates over $100,000,000 in revenue.