Compass Inc SEC Filings

Compass, Inc. disclosed that an Early Release Collar executed in connection with its merger reduced expected share dilution. The Accelerated Share Consideration equals roughly the minimum shares issuable and represents approximately 74% of the Share Consideration. Sellers representing the remaining 26% opted out (the "Non-Accelerated Sellers"); their shares will be determined on the 366th day after closing and delivered in three equal installments in January 2026, 2027, and 2028. The Early Release Collar cut dilution by about 4.1 million shares (≈9.3% of the originally contemplated Share Consideration). If Non-Accelerated Seller shares are issued at the same price, dilution would be further reduced by ~1.5 million shares (≈3.3%), for a total reduction of 5.6 million shares (≈12.6%) and a final Share Consideration of 38.5 million shares. The company states its GAAP guidance for weighted-average basic share count for Q3 2025 already assumed 38.5 million shares, so that guidance is unchanged. The ultimate number depends on the Class A trading price on the 366th day and the company expects to update final dilutive impact in a periodic SEC filing in early 2026.

Quad-C Partners IX, L.P. and Quad-C Principals LLC filed an amendment on Schedule 13G reporting that they beneficially own 0 shares of Compass, Inc. Class A common stock (CUSIP 20464U100), representing 0% of the class. The filing lists the Reporting Persons' principal office in Charlottesville, Virginia, and the issuer's principal executive office in New York. The cover rows show 0 sole and shared voting and dispositive powers for each reporting person. The filing includes certifications that the securities were not acquired to influence control of the issuer and is signed by authorized Quad-C entities and Anthony R. Ignaczak.

Quad-C entities reported beneficial ownership of 22,531,099 shares of Compass, Inc. Class A common stock, representing 5.1% of the class. The filing shows the shares are held with shared voting and shared dispositive power and that the Reporting Persons are Quad-C Partners IX, L.P. and Quad-C Principals LLC, organized in the United States and Delaware respectively. The document includes the issuer address and confirms the filing is a Schedule 13G disclosure.

The filing includes a certification that the shares were not acquired to change or influence control of the issuer and indicates the position is not held on behalf of another person. Signatures from Quad-C entities and Anthony R. Ignaczak appear on the filing dated August 28, 2025.

Bradley K. Serwin, General Counsel and Secretary of Compass, Inc. (COMP), reported two automatic sales of Class A common stock under a Rule 10b5-1 plan adopted May 12, 2025. On 08/22/2025 he sold 13,064 shares at $9.00 each, reducing his holdings to 265,286 shares. On 08/25/2025 he sold 13,065 shares at $9.50 each, leaving 252,221 shares owned following the transactions. The Form 4 indicates the transactions were executed pursuant to the 10b5-1 plan and the filing was signed on 08/26/2025.

Compass, Inc. reporting person Scott R. Wahlers (CFO & CAO) received a grant of 316,724 Restricted Stock Units (RSUs) on 08/25/2025. Each RSU converts to one share of Class A Common Stock upon settlement. The filing shows 316,724 shares beneficially owned following the grant and indicates the award price is $0. The RSUs vest 8.33% on December 15, 2025, then 6.25% quarterly through June 15, 2029, with a final 4.17% on August 15, 2029, each subject to continued service on the vesting dates. The form is signed by an attorney-in-fact on 08/26/2025.

Compass, Inc. (COMP) insider sale notice: The filer intends to sell 13,065 common shares through Morgan Stanley Smith Barney with an aggregate market value of $121,373.85. The sale is reported for 08/25/2025 on the NYSE. These shares were acquired as Restricted Stock Units on 04/02/2024.

The filing also reports recent related activity: a Rule 10b5-1 sale on 08/22/2025 of 13,064 shares for gross proceeds of $117,576.00. The filing lists total shares outstanding of 525,865,413. The notice includes the standard representation that the seller is unaware of undisclosed material adverse information.

Form 144 notice for Compass, Inc. (COMP) reports a proposed sale of 13,064 shares of Common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $110,913.36 and an approximate sale date of 08/22/2025. The securities were acquired as Restricted Stock Units from the issuer on 04/02/2024 and the acquisition/payment date is listed as 04/02/2024. The filing shows 13,064 units to be sold and states there were no securities sold in the past three months by the reporting person. Several identifying fields for the filer and issuer (such as filer CIK and issuer address) are not populated in the provided content.