Compass (COMP) CFO receives shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Compass, Inc. CFO Scott R. Wahlers reported the vesting and settlement of restricted stock units into Class A common shares. On March 16, 2026, RSU awards converted into 56,690 shares of Class A common stock at a stated price of $0.00 per share. To cover tax obligations on the vesting, 28,941 shares were withheld by Compass at a price of $8.28 per share, leaving a net increase in his directly held shares. Following these transactions, Wahlers directly owned 277,822 shares of Class A common stock. The filing reflects compensation-related equity vesting and associated tax withholding rather than open-market buying or selling.

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

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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 NEW YORK 10011

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		M		56,690	A	$0(1)	306,763	D
Class A Common Stock	03/16/2026		F(2)		28,941	D	$8.28	277,822	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)	03/16/2026		M			36,895	(3)	(3)	Class A Common Stock	36,895	$0	267,488	D
Restricted Stock Unit (RSU)	(1)	03/16/2026		M			19,795	(4)	(4)	Class A Common Stock	19,795	$0	270,536	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. The RSUs vest as to 36,895 shares on March 15, 2026; 27,671 shares on each of June 15, 2026 and September 15, 2026; 27,672 shares on December 15, 2026; 23,243 shares on March 15, 2027; 23,244 shares on each of June 15, 2027, September 15, 2027, and December 15, 2027; 15,864 shares on March 15, 2028; and 15,865 shares on each of June 15, 2028, September 15, 2028, and December 15, 2028; and 7,010 shares on each of March 15, 2029, June 15, 2029, September 15, 2029, and December 15, 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

4. 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	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Scott R. Wahlers reported RSU vesting that converted into shares of Class A common stock. The transactions are compensation-related equity settlements with associated tax withholding, rather than open-market purchases or sales, and increased his directly held Compass share position.

How many Compass (COMP) shares did the CFO receive from RSU vesting?

The RSU vesting converted into 56,690 shares of Compass Class A common stock. These shares came from restricted stock units settling into common stock as part of his compensation, at a stated conversion price of $0.00 per share.

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

Compass withheld 28,941 shares of Class A common stock to satisfy tax withholding obligations on the RSU vesting. The withholding was priced at $8.28 per share, reflecting a non-market tax settlement rather than a discretionary sale by the CFO.

What are Scott R. Wahlers’ Compass (COMP) holdings after these transactions?

After the RSU vesting and tax withholding, Scott R. Wahlers directly held 277,822 shares of Compass Class A common stock. This figure reflects his post-transaction position as reported in the Form 4, incorporating the newly vested shares and the withheld portion.

Do the Compass (COMP) Form 4 transactions involve open-market buying or selling?

No, the transactions reflect RSU vesting and tax withholding, not open-market trades. The RSUs converted into shares at $0.00, and shares were withheld to pay taxes, which is a standard compensation and payroll mechanism for equity awards.

How do the RSU awards for Compass (COMP) CFO vest over time?

Footnotes state RSU tranches vest on specified dates from March 15, 2026 through December 15, 2029, with scheduled quarterly installments. Each tranche requires continued service with Compass on the applicable vesting dates to deliver the underlying shares.