Welcome to our dedicated page for Compass SEC filings (Ticker: COMP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Compass, Inc. filings document the company's real estate services business, capital structure, governance and material events. Recent Form 8-K reports cover operating and financial results, Regulation FD disclosures, material agreements, officer appointments, and transaction-related obligations tied to its brokerage and franchise operations, including records following the completed acquisition of Anywhere Real Estate.
Proxy materials describe board and shareholder voting matters, executive compensation, equity awards and governance practices. The filing record also includes exhibits and capital-structure disclosures relevant to Compass's owned-brokerage and franchise model, its brand portfolio, technology platform and integrated real estate services.
Compass, Inc. has completed its previously announced acquisition of Anywhere Real Estate Inc., making Anywhere a wholly owned subsidiary. Each share of Anywhere common stock was converted into the right to receive 1.436 shares of Compass Class A common stock, plus cash in lieu of fractional shares.
To support the transaction, Compass issued and sold $1,000.0 million of 0.25% Convertible Senior Notes due 2031 in a private Rule 144A offering. The notes carry a 0.25% annual interest rate and mature on April 15, 2031, with specified conversion and redemption conditions.
The initial conversion rate is 62.5626 Compass shares per $1,000 principal amount of notes, implying an initial conversion price of about $15.98 per share. Compass used the net proceeds to repay certain Anywhere indebtedness, pay merger-related fees and expenses, and fund capped call transactions designed to reduce potential dilution, with a cap price of $23.68 per share.
Compass, Inc. CFO Scott R. Wahlers reported multiple equity transactions in Class A common stock tied to restricted stock unit (RSU) vesting and a pre-established trading plan.
On January 6, 2026, RSU settlements delivered 76,329 shares of Class A common stock at $0 exercise price, increasing his holdings to 389,954 shares. On the same date, 39,895 shares were withheld by Compass at $10.83 per share to cover tax obligations, leaving 350,059 shares owned.
On January 7, 2026, Wahlers sold 99,986 shares at a weighted average price of $12.0277 per share under a Rule 10b5-1 trading plan, resulting in 250,073 shares of Class A common stock beneficially owned. RSU awards underlying 49,936 and 26,393 shares convert one-for-one into Class A common stock, with vesting schedules running through December 31, 2025 and August 15, 2029.
Compass, Inc. Chief Legal Officer Ethan Charles Glass reported equity compensation activity involving Class A common stock and restricted stock units (RSUs). On January 6, 2026, RSUs converted into 101,732 shares of Class A common stock at an exercise price of $0, increasing his directly held shares to that amount. On the same date, 51,859 shares of Class A common stock were withheld by Compass at $10.83 per share to cover tax obligations tied to the RSU vesting, leaving 49,873 shares of Class A common stock held directly after these transactions.
Following the RSU-related transactions, Glass continued to hold derivative awards in the form of RSUs. One RSU grant covers 38,149 shares of Class A common stock, with vesting scheduled at 6.25% on December 15, 2025 and 6.25% quarterly thereafter until fully vested on September 15, 2029, subject to continued service. A second RSU grant for 63,583 shares vests in four equal 25% installments on December 15, 2025, March 15, 2026, June 15, 2026, and September 15, 2026, also conditioned on continued service.
Compass, Inc. reported the initial insider holdings of its Chief Legal Officer, Ethan Glass, as of January 1, 2026. He reports no directly held non-derivative securities of Compass, listing zero shares of common stock.
Instead, his interest is in derivative securities in the form of restricted stock units (RSUs) tied to Class A common stock. One RSU award covers 610,399 shares, vesting 6.25% on December 15, 2025 and 6.25% quarterly thereafter until fully vested on September 15, 2029, and includes 38,149 shares that vested on December 15, 2025 but settled on January 6, 2026. A second RSU award covers 254,333 shares, vesting 25% on each of December 15, 2025, March 15, 2026, June 15, 2026 and September 15, 2026, and includes 63,583 shares that vested on December 15, 2025 but settled on January 6, 2026. Each RSU represents a right to receive one share of Class A common stock upon settlement.
Compass, Inc. disclosed that it has priced an offering of $850.0 million aggregate principal amount of 0.25% convertible senior notes due 2031 in a private placement to qualified institutional buyers under Rule 144A. Initial purchasers also have an option to buy up to an additional $150.0 million of notes within 13 days of issuance.
The notes are senior unsecured obligations, guaranteed by subsidiaries that guarantee Compass’s existing revolving credit facility, and will mature on April 15, 2031 unless earlier repurchased, redeemed or converted. The initial conversion rate is 62.5626 shares of Class A common stock per $1,000 principal amount (conversion price about $15.98 per share), a roughly 35.0% premium to the January 7, 2026 closing price.
Compass plans to use net proceeds for general corporate purposes, including, if its previously announced merger with Anywhere Real Estate Inc. is completed, repayment of certain Anywhere indebtedness and merger-related fees, and to fund capped call transactions. The capped calls cover the shares underlying the notes and have an initial cap price of $23.68 per share, a 100.0% premium to the January 7, 2026 price.
COMP filed a notice of proposed sale under Rule 144 covering 197,568 common shares, with an aggregate market value of $2,139,661.44. The shares are planned to be sold on the NYSE around 01/07/2026 through Morgan Stanley Smith Barney LLC. The issuer had 561,061,452 common shares outstanding at the time referenced.
The shares to be sold include 142,882 shares acquired on 01/07/2026 via a cash exercise of stock options and 54,686 shares from restricted stock units dated 04/04/2023. In the past three months, sales under a 10b5-1 plan for Bradley Serwin included, for example, 20,953 shares sold on 11/25/2025 for $230,483.00 and 20,952 shares sold on 11/24/2025 for $219,996.00.
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.