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Compass (COMP) CFO Scott Wahlers details stock sale and RSU vesting activity

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Compass, Inc. CFO Scott R. Wahlers reported multiple equity transactions in Class A common stock tied to restricted stock unit (RSU) vesting and a pre-established trading plan.

On January 6, 2026, RSU settlements delivered 76,329 shares of Class A common stock at $0 exercise price, increasing his holdings to 389,954 shares. On the same date, 39,895 shares were withheld by Compass at $10.83 per share to cover tax obligations, leaving 350,059 shares owned.

On January 7, 2026, Wahlers sold 99,986 shares at a weighted average price of $12.0277 per share under a Rule 10b5-1 trading plan, resulting in 250,073 shares of Class A common stock beneficially owned. RSU awards underlying 49,936 and 26,393 shares convert one-for-one into Class A common stock, with vesting schedules running through December 31, 2025 and August 15, 2029.

Positive

  • None.

Negative

  • None.
Insider Wahlers Scott R.
Role CFO
Sold 99,986 shs ($1.20M)
Type Security Shares Price Value
Sale Class A Common Stock 99,986 $12.0277 $1.20M
Exercise Restricted Stock Unit (RSU) 49,936 $0.00 --
Exercise Restricted Stock Unit (RSU) 26,393 $0.00 --
Exercise Class A Common Stock 76,329 $0.00 --
Tax Withholding Class A Common Stock 39,895 $10.83 $432K
Holdings After Transaction: Class A Common Stock — 250,073 shares (Direct); Restricted Stock Unit (RSU) — 0 shares (Direct)
Footnotes (1)
  1. Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs. Automatic sales pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 17, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.11 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The RSU award vests as to 25% of the total shares on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSU award vests as to 8.33% on December 15, 2025, 6.25% quarterly thereafter through June 15, 2029, and 4.17% on August 15, 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wahlers Scott R.
(Last) (First) (Middle)
C/O COMPASS, INC.
110 FIFTH AVENUE, 4TH FLOOR
(Street)
NEW YORK NY 10011
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/06/2026 M 76,329 A $0(1) 389,954 D
Class A Common Stock 01/06/2026 F(2) 39,895 D $10.83 350,059 D
Class A Common Stock 01/07/2026 S(3) 99,986 D $12.0277(4) 250,073 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) (1) 01/06/2026 M 49,936 (5) (5) Class A Common Stock 49,936 $0 0 D
Restricted Stock Unit (RSU) (1) 01/06/2026 M 26,393 (6) (6) Class A Common Stock 26,393 $0 290,331 D
Explanation of Responses:
1. Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
2. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs.
3. Automatic sales pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 17, 2024.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.11 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The RSU award vests as to 25% of the total shares on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
6. The RSU award vests as to 8.33% on December 15, 2025, 6.25% quarterly thereafter through June 15, 2029, and 4.17% on August 15, 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Remarks:
/s/ Ethan Glass, as attorney-in-fact 01/08/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Compass (COMP) report for CFO Scott R. Wahlers?

CFO Scott R. Wahlers reported RSU settlements, tax share withholding, and an open market sale totaling 99,986 shares of Compass Class A common stock.

How many Compass (COMP) shares did the CFO sell and at what price?

On January 7, 2026, the CFO sold 99,986 shares of Class A common stock at a weighted average price of $12.0277 per share, from trades between $12.00 and $12.11.

How many Compass (COMP) shares does the CFO own after these transactions?

Following the reported transactions, the CFO beneficially owns 250,073 shares of Compass Class A common stock held directly.

Were the Compass (COMP) insider sales made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the automatic sales of 99,986 shares were made pursuant to a Rule 10b5-1 plan adopted on May 17, 2024.

Why were some Compass (COMP) shares withheld from the CFO on January 6, 2026?

The filing notes that 39,895 shares were withheld by the issuer at $10.83 per share to satisfy tax withholding obligations on the vesting of RSUs.

What are the vesting terms of the CFO’s Compass (COMP) RSU awards?

One RSU award vests 25% on each of March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025. Another vests 8.33% on December 15, 2025, then 6.25% quarterly through June 15, 2029, and 4.17% on August 15, 2029, contingent on continued service.

How do the Compass (COMP) RSUs convert into common stock for the CFO?

Each RSU held by the CFO represents a contingent right to receive one share of Compass Class A common stock upon settlement, according to the Form 4 footnotes.