Compass Inc SEC Filings

COMP shareholder Scott Wahlers filed a notice to sell up to 99,986 shares of common stock under Rule 144. The filing lists Morgan Stanley Smith Barney LLC as broker for the planned sale on the NYSE, with an approximate sale date of 01/07/2026 and an aggregate market value of $1,082,848.38. Common shares outstanding are stated as 561,061,452.

The shares to be sold were acquired as restricted stock units from the issuer on 10/28/2021. The notice also reports prior Rule 10b5-1 sales for Scott Wahlers over the past three months, including 26,600 shares sold on 12/17/2025 for $292,600.00, 23,500 shares on 12/12/2025 for $258,584.60, and 49,900 shares on 11/25/2025 for $549,044.68.

Compass, Inc. held a special stockholder meeting to vote on matters related to its planned merger with Anywhere Real Estate Inc.. Stockholders approved issuing Compass Class A common stock to Anywhere stockholders in connection with the merger, with 609,558,912 votes in favor, 2,032,147 against and 139,565 abstentions. A separate proposal to allow adjournment of the meeting, if needed to obtain additional proxies or deliver any prospectus updates, was also approved with 591,363,990 votes in favor, 20,197,265 against and 169,369 abstentions. Shares of common stock representing 611,730,624 votes were present, satisfying quorum requirements, so no adjournment was necessary. Compass and Anywhere jointly announced these voting results in a press release dated January 7, 2026.

Compass, Inc. updated its outlook for the fourth quarter of 2025, now expecting revenue at the high end of its prior $1.59 billion–$1.69 billion range and Adjusted EBITDA at or slightly above the high end of its prior $35 million–$49 million range. The company also added over 800 principal agents in the quarter, signaling continued growth in its agent base.

Compass reported that the Hart-Scott-Rodino antitrust waiting period for its planned merger with Anywhere Real Estate Inc. expired on January 2, 2026, satisfying a key regulatory condition. The merger still requires approvals from both companies’ stockholders and other customary closing conditions.

Compass announced its intention to offer $750.0 million in aggregate principal amount of convertible senior notes due 2031, plus an option for an additional $112.5 million. Planned uses include general corporate purposes, repayment of certain Anywhere indebtedness if the merger closes, transaction fees and costs, and funding capped call transactions, after which Compass plans to terminate remaining commitments under an existing $750.0 million bridge financing.

Compass, Inc. disclosed that its Chairman and CEO, who is also a director, received a new equity award in the form of 1,101,954 restricted stock units (RSUs) effective January 1, 2026. Each RSU represents the right to receive one share of Compass Class A common stock upon settlement.

The RSUs vest over four years, with 25% of the total shares vesting on each of January 1, 2027, 2028, 2029 and 2030, contingent on the executive continuing to provide services to Compass on each vesting date. The Form 4 indicates these RSUs are held directly by the reporting person and have a stated price of $0 per unit as a compensatory grant rather than a market purchase.

Compass, Inc. has filed an 8-K to provide supplemental disclosures to its joint proxy statement/prospectus for the proposed merger with Anywhere Real Estate Inc. ahead of the January 7, 2026 special meeting of Compass stockholders. The update follows stockholder complaints and demand letters challenging the existing disclosures. While Compass and Anywhere state they believe the claims are without merit and that no additional disclosure was legally required, they are adding information to avoid potential delays or added costs.

The supplements expand detail on research analyst price targets for Anywhere, and on Goldman Sachs’ valuation work, including discounted cash flow and future share price analyses. Key added inputs include an estimated terminal-year Operating EBITDA for Anywhere of approximately $600 million and Compass pro forma terminal-year EBITDA of approximately $1,575 million, along with ranges of discount rates, leverage, and implied per‑share value outcomes. The filing also quantifies estimated aggregate values of unvested equity awards for Anywhere executives and directors and clarifies that, as of this disclosure, no individualized post‑closing compensation arrangements for Anywhere executives with Compass have been finalized.

Compass, Inc.'s Chief Financial Officer reported a sale of company stock. On 12/17/2025, the CFO sold 26,600 shares of Class A common stock at a price of $11 per share in a transaction coded as a sale. After this trade, the officer beneficially owned 313,625 shares of Compass Class A common stock. The transaction was described as an automatic sale made under a pre-arranged Rule 10b5-1 trading plan that was adopted on May 17, 2024.

A Form 144 notice related to COMP common stock discloses that Scott Wahlers plans to sell 26,600 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $289,408.00. The securities are part of a much larger capital base, with 561,061,452 shares outstanding; this is a baseline figure, not the amount being sold.

The 26,600 shares to be sold were acquired on 10/28/2021 as restricted stock units from the issuer. Over the past three months, Wahlers has already completed additional sales labeled as 10b5-1 Sales, including 23,500 shares on 12/12/2025 for gross proceeds of $258,584.60 and 49,900 shares on 11/25/2025 for gross proceeds of $549,044.68.

Compass, Inc.'s Chief Financial Officer reported selling 23,500 shares of Class A Common Stock on 12/12/2025 at a weighted average price of $11.0036 per share. The sales were executed automatically under a Rule 10b5-1 trading plan adopted on May 17, 2024.

After this transaction, the CFO beneficially owns 340,225 shares of Compass Class A Common Stock directly.

Scott Wahlers has filed a notice of proposed sale under Rule 144 to sell 23,500 shares of common stock of COMP through Morgan Stanley Smith Barney on the NYSE, with an aggregate market value of 252,860.00. These shares were acquired as restricted stock units from the issuer on 10/28/2021.

Over the prior three months, a related 10b5-1 trading program for Scott Wahlers sold 49,900 common shares on 11/25/2025 for gross proceeds of 549,044.68. The issuer has 561,061,452 shares outstanding, providing context for the size of these transactions.