COMP Form 4: CFO Wahlers PSU Settlement and Tax-Withholding Sale

Q: What did Compass (COMP) insider Scott R. Wahlers report on the Form 4?

The filing reports the acquisition/settlement of 22,695 PSUs and the withholding/disposition of 11,586 Class A shares at $9.35 to satisfy taxes.

Q: How many Compass Class A shares does Scott R. Wahlers beneficially own after the transactions?

The Form 4 shows 400,768 shares following the PSU acquisition and 389,182 after the withholding/disposition entry.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Scott R. Wahlers, listed as Compass, Inc. (COMP) CFO & CAO and a director, reported transactions on 09/04/2025 showing 22,695 performance stock units (PSUs) treated as acquired/settled and 11,586 Class A shares withheld to satisfy tax withholding at a reported price of $9.35 per share. After these transactions the filing shows 400,768 Class A shares beneficially owned following the PSU acquisition and 389,182 after the withholding/disposition entry. The PSUs represent contingent rights to one share each; the PSU award's financial metrics were satisfied and the grant schedule indicates 50% vesting on August 15, 2025 and 50% on August 15, 2027. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

Performance metrics satisfied for the PSU award, enabling vesting of 22,695 units
Detailed disclosure of vesting schedule and tax withholding provides transparency

Negative

11,586 shares withheld to satisfy tax obligations, reducing net share count
Reported withholding/sale at $9.35 may appear as a disposal on the Form 4 despite being tax-related

Insights

TL;DR: Routine executive compensation vesting with tax-withhold sale; limited market impact.

The filing documents a scheduled vesting/settlement of 22,695 PSUs for the CFO/CAO and the related withholding of 11,586 shares to satisfy tax obligations. The reported sale/withholding price of $9.35 is mechanistic and reflects payroll tax treatment rather than a directional, discretionary sale by the insider. Net beneficial ownership remains material at ~390k–401k shares, but these transactions are customary for equity compensation and unlikely to signal a change in corporate outlook.

TL;DR: Compensation event consistent with awarded PSUs vesting schedule; governance disclosure appears complete.

The Form 4 discloses satisfaction of PSU performance metrics and the vesting schedule (50% 08/15/2025, 50% 08/15/2027) and documents share withholding to meet tax withholding obligations. Signature via attorney-in-fact is noted and the filer checked individual filing. There are no disclosures of unusual accelerations, departures, or related-party arrangements in this filing text, suggesting the event is a routine compensation settlement under existing awards.

Insider Trade Summary

22,695 shares exercised/converted

Mixed 3 txns

Insider Wahlers Scott R.

Role CFO & CAO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit (PSU)	22,695	$0.00	--
Exercise	Class A Common Stock	22,695	$0.00	--
Tax Withholding	Class A Common Stock	11,586	$9.35	$108K

Holdings After Transaction: Performance Stock Unit (PSU) — 22,695 shares (Direct); Class A Common Stock — 400,768 shares (Direct)

Footnotes (1)

Each PSU 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 PSUs. The financial metrics of the PSUs have been satisfied and they will vest as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Form 4 Insider Transactions: What Each Field Means →

09/05/2025 - 04:29 PM

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).

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

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 & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/04/2025		M		22,695	A	$0⁽¹⁾	400,768	D
Class A Common Stock	09/04/2025		F⁽²⁾		11,586	D	$9.35	389,182	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit (PSU)	⁽¹⁾	09/04/2025		M			22,695	⁽³⁾	⁽³⁾	Class A Common Stock	22,695	$0	22,695	D

Explanation of Responses:

1. Each PSU 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 PSUs.

3. The financial metrics of the PSUs have been satisfied and they will vest as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Bradley K. Serwin, as attorney-in-fact	09/05/2025
	** 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 did Compass (COMP) insider Scott R. Wahlers report on the Form 4?

The filing reports the acquisition/settlement of 22,695 PSUs and the withholding/disposition of 11,586 Class A shares at $9.35 to satisfy taxes.

How many Compass Class A shares does Scott R. Wahlers beneficially own after the transactions?

The Form 4 shows 400,768 shares following the PSU acquisition and 389,182 after the withholding/disposition entry.

When do the PSUs vest according to the filing?

The PSU award's financial metrics were satisfied and the award vests 50% on August 15, 2025 and 50% on August 15, 2027, subject to service.

Was the Form 4 signed and when?

The filing bears an executed signature by an attorney-in-fact on 09/05/2025.

Does the Form 4 indicate any departure or unusual transaction by the insider?

No. The filing documents routine PSU settlement and tax withholding; it does not disclose departures or extraordinary transactions.