Compass CFO exercises PSUs, withholds shares for tax

Compass, Inc. CFO & CAO Scott R. Wahlers exercised 22,695 Performance Stock Units, converting them into 22,695 shares of Class A Common Stock at $0.0000 per share.

Rhea-AI Filing Summary

Compass, Inc. CFO & CAO Scott R. Wahlers exercised 22,695 Performance Stock Units, converting them into 22,695 shares of Class A Common Stock at $0.0000 per share. On the same date, 11,586 shares were withheld at $9.3500 per share to satisfy tax obligations. Following these transactions, he holds 389,182 Class A Common Stock shares directly. The PSU financial metrics have been satisfied, with 50% scheduled to vest on August 15, 2025 and the remaining 50% on August 15, 2027, subject to continued service.

Insights

Securities Analyst

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.

Corporate Governance Expert

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

Exercise 3 txns

Insider Wahlers Scott R.

Role CFO & CAO

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

Holdings After Transaction: Performance Stock Unit (PSU) — 22,695 contracts (Direct); Class A Common Stock — 389,182 shares (Direct)

Footnotes (3)

1. F1. Each PSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
2. F2. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of PSUs.
3. F3. 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.

Key Figures

PSUs exercised: 22,695 shares Shares withheld for tax: 11,586 shares Tax withholding price: $9.3500 per share +2 more

5 metrics

PSUs exercised 22,695 shares Performance Stock Units converted into Class A Common Stock on September 4, 2025

Shares withheld for tax 11,586 shares Class A shares withheld under code F to satisfy tax obligations

Tax withholding price $9.3500 per share Value used for 11,586 withheld Class A shares

Post-transaction holdings 389,182 shares Direct Class A Common Stock held by Scott R. Wahlers after transactions

PSU conversion price $0.0000 per share Exercise/conversion of 22,695 PSUs into Class A stock

Key Terms

Performance Stock Unit (PSU), tax withholding obligations, contingent right, vest

4 terms

Performance Stock Unit (PSU) financial

"Each PSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock"

tax withholding obligations financial

"Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of PSUs"

contingent right financial

"Each PSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement"

vest financial

"they will vest as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Compass (COMP) CFO Scott R. Wahlers report in this Form 4?

Scott R. Wahlers exercised 22,695 PSUs, receiving 22,695 Class A shares at $0.0000 per share. 11,586 shares were withheld at $9.3500 per share to cover tax obligations, and he now directly holds 389,182 Class A shares.

How many Compass (COMP) shares were withheld for taxes in Wahlers’ filing?

The Form 4 shows 11,586 Class A Common Stock shares were disposed of under code F, meaning they were withheld at $9.3500 per share to satisfy tax withholding obligations related to PSU vesting.

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

Wahlers exercised 22,695 Performance Stock Units, each representing a contingent right to one Class A share. The filing notes PSU financial metrics are satisfied, with 50% vesting on August 15, 2025 and 50% on August 15, 2027, subject to continued service.

What is Scott R. Wahlers’ Compass (COMP) shareholding after these transactions?

After the reported PSU exercise and tax-withholding disposition, Wahlers directly holds 389,182 shares of Class A Common Stock. This post-transaction balance is explicitly stated as his canonical direct ownership position.

At what prices did Compass (COMP) report Wahlers’ Form 4 transactions?

The PSU conversion into Class A shares occurred at $0.0000 per share, reflecting equity compensation. The tax-withholding disposition of 11,586 shares was recorded at $9.3500 per share, the value used to satisfy tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/05/2025 - 04:29 PM Learn about SEC filing dates

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
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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 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 & 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.
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