COMP Form D: Compass pays $2.65 M earn-out with equity, no cash outflow

Rhea-AI Filing Summary

Compass, Inc. (NYSE: COMP) has filed a Form D to report an exempt equity issuance under Rule 506(b) of Regulation D.

The notice discloses that the company issued $2,646,561 of Class A common stock on 13 June 2025. The full amount offered has already been sold, leaving no remaining securities in the offering. Only one investor participated, with a minimum investment threshold of $10,000.

The filing states the shares were issued in connection with a prior acquisition; earn-out and holdback obligations owed to the seller will be settled in stock rather than cash. There were no brokers, placement agents or sales commissions involved, and the company does not expect the offering to last more than one year.

Compass classifies itself in the Residential Real Estate industry and reports annual revenue of over $100 million. The issuer claims exemption solely under Rule 506(b), indicating the securities were placed privately with accredited investors. Key executives and directors listed include CEO Robert Reffkin, CFO Kalani Reelitz, and several board members.

Investment take-away: The transaction is modest relative to Compass’s size, adds a small amount of equity dilution, and conserves cash by using stock to satisfy acquisition-related obligations. No new capital is raised for operations, and the event is unlikely to materially affect valuation or liquidity.

Positive

• Cash preservation: Settling a $2.65 M earn-out in shares avoids an immediate cash outflow.
• No fees: Absence of brokers or commissions reduces transaction costs.

Negative

• Equity dilution: Issuing new shares—though small—adds to the share count.
• No fresh capital: The issuance does not raise operational funds, limiting strategic flexibility.

Insights

Financial Analyst

TL;DR: Small $2.6 M share issuance for earn-out; negligible dilution, cash preserved—overall neutral.

The Form D shows Compass paid an acquisition earn-out entirely with equity, avoiding a cash outflow. At roughly $2.6 M, the new shares should represent well below 0.5 % of market cap, so dilution is immaterial. No placement fees were incurred, and the Rule 506(b) structure confines the issuance to a single accredited investor, limiting market impact. Because the shares fulfill a prior contractual obligation rather than fund growth, the move does not alter Compass’s operating runway or leverage profile. Cash conservation is marginally positive, but overall, the filing is routine and unlikely to move the stock.

M&A Specialist

TL;DR: Stock-settled earn-out finalizes earlier deal; minor positive for cash management.

The clarification notes that the issuance satisfies holdback and earn-out terms from a prior acquisition. Using equity instead of cash eliminates immediate cash usage and finalizes contingent consideration, removing a potential overhang. Because no broker was used, transaction friction is minimal. From an integration standpoint, converting contingent liabilities into stock provides clarity on purchase price accounting. Given the small dollar amount, the strategic effect is limited, but the step signals Compass’s preference for equity-based deal structures while conserving liquidity for core operations.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001563190

Urban Compass, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Compass, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Compass, Inc.
Street Address 1		Street Address 2
110 FIFTH AVENUE		4TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10011	646-982-0353

3. Related Persons

Last Name	First Name	Middle Name
Reelitz	Kalani
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reffkin	Robert
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Serwin	Brad
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leinwand	Allan
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Martell	Frank
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McCarter	Josh
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Phillips	Charles
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sordello	Steven
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomas-Graham	Pamela
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Williams	Dawanna
Street Address 1	Street Address 2
110 Fifth Ave	4th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10011

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	X Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-13				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

The parties agreed that certain earn-out and holdback amounts related to a prior acquisition will be paid in shares of the Issuer's Class A common stock.

11. Minimum Investment

Minimum investment accepted from any outside investor $10,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$2,646,561	USD	or Indefinite
Total Amount Sold	$2,646,561	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Compass, Inc.	/s/ Brad Serwin	Brad Serwin	General Counsel and Corporate Secretary	2025-06-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

Why did Compass, Inc. issue $2.65 million of equity?

To satisfy earn-out and holdback amounts tied to a previous acquisition, as disclosed in the Form D.

How many investors participated in Compass’s Rule 506(b) offering?

Only one accredited investor received the shares.

Will the offering dilute existing Compass (COMP) shareholders?

Yes, but the dilution is minor; $2.65 million is immaterial relative to Compass’s market capitalization.

Were any sales commissions paid in this private placement?

No; the filing lists no broker, dealer, or associated compensation.

Does the filing provide new operating capital to Compass?

No. The shares were issued as consideration for an acquisition earn-out, so no cash was raised.

What exemption did Compass claim for the offering?

Compass relied on Rule 506(b) of Regulation D, allowing a private placement to accredited investors.