Compass Inc SEC Filings

Compass, Inc. reported that its Chief Financial Officer filed a Form 4 disclosing an automatic stock sale under a pre-arranged trading plan. On 11/25/2025, the CFO sold 49,900 shares of Class A common stock at a weighted average price of $11.0029 per share, with individual trade prices ranging from $11.00 to $11.02. These transactions were made pursuant to a Rule 10b5-1 plan adopted on May 17, 2024, which allows scheduled trades without day-to-day discretion. Following this sale, the CFO beneficially owned 363,725 shares of Compass Class A common stock, held directly.

Compass, Inc. (COMP) reported insider share sales by its General Counsel on a Form 4. The officer sold Class A common stock in three transactions on 11/21/2025, 11/24/2025, and 11/25/2025 at prices of $10, $10.5, and $11 per share, respectively. The reported sales were coded as "S" for open-market or similar dispositions.

After these transactions, the reporting person beneficially owned 258,712 shares of Compass Class A common stock in direct ownership. The filing notes that the sales were automatic and made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2025, indicating they were pre-arranged under that plan.

COMP filed a Form 144 notice for a proposed sale of restricted stock that has become eligible for resale. The filing covers the planned sale of 49,900 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an indicated aggregate market value of $528,940.00. The securities relate to restricted stock units originally acquired from the issuer on 10/28/2021, with the same date shown for payment and classified as non-cash consideration (RSUs). The filing also notes that total shares of this class outstanding are 561,061,452, providing context for the relative size of this planned sale.

COMP insider Bradley Serwin filed a Form 144 notice covering a planned sale of 20,953 shares of common stock through Morgan Stanley Smith Barney on the NYSE. The filing lists an aggregate market value of $222,101.80 for these shares and notes that there were 561,061,452 shares outstanding at the time referenced. The shares to be sold were acquired as restricted stock units on 04/04/2023, with the same date shown for payment. The form also discloses recent Rule 10b5-1 sales for Serwin over the prior three months, including multiple transactions in November 2025 with stated share amounts and gross proceeds.

Compass, Inc. (COMP) insider Bradley Serwin filed a Form 144 notice to sell 20,952 shares of common stock through Morgan Stanley Smith Barney on the NYSE, with an indicated aggregate market value of $208,891.44. The shares were acquired as restricted stock units from the issuer on 04/04/2023. Company common shares outstanding were 561,061,452 at the time referenced in the notice. In the past three months, Serwin has already completed several Rule 10b5-1 common stock sales, including 13,969 shares on 11/21/2025 for gross proceeds of $139,690.00 and 13,065 shares on 08/25/2025 for gross proceeds of $124,117.50.

An affiliate of COMP filed a Form 144 notice to sell up to 13,969 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE. The shares have an aggregate market value of $128,235.42, and they were acquired as restricted stock units from the issuer on 04/04/2023.

The notice states that 561,061,452 shares of the issuer’s common stock were outstanding. Over the past three months, the same seller executed multiple Rule 10b5-1 sales, including 13,065 shares on 08/25/2025 for $124,117.50 and 13,064 shares on 08/22/2025 for $117,576.00, as well as smaller trades in November 2025.

Compass, Inc. has entered into a new Revolving Credit and Guaranty Agreement providing an initial $250 million revolving credit facility that will automatically increase to $500 million if its planned merger with Anywhere Real Estate is completed. The facility includes a letter of credit sublimit of $100 million, rising to $170 million upon merger closing, and is secured by a first‑priority lien on substantially all assets of Compass and certain subsidiaries.

Borrowings accrue interest at Term SOFR plus 1.50%–2.25% per year, with unused commitments charged 0.175%–0.35% per year, both tied to Compass’s total net leverage ratio. The facility matures on November 17, 2030, with potential earlier “springing” maturities linked to Anywhere’s second‑lien and unsecured notes, which Compass currently intends to pay off or refinance after the merger. Key covenants require minimum liquidity of $150 million, at least $4 billion in consolidated total revenue, and leverage limits before the merger, and set higher but stepping‑down leverage caps after closing.

Compass, Inc. filed a Form S-4 to register approximately 161,019,679 shares of Class A common stock to be issued as merger consideration in its all‑stock acquisition of Anywhere Real Estate Inc.

Under the merger agreement, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, with cash paid in lieu of fractional shares. The deal is subject to approval by both companies’ stockholders and other customary conditions; following closing, Anywhere will become a wholly owned Compass subsidiary and its stock will be delisted from the NYSE.

Based on shares outstanding as of late October/early November 2025, Anywhere stockholders are expected to own about 22% of Compass common stock and 18% of the voting power, while current Compass holders would own roughly 78% and 82%, respectively. The companies currently expect completion in the second half of 2026.

Compass, Inc. (COMP) reported insider transactions by its General Counsel. Bradley K. Serwin sold Class A common stock in two trades under a Rule 10b5-1 plan. On 11/11/2025, he sold 903 shares at $9, leaving 315,490 shares beneficially owned. On 11/12/2025, he sold 904 shares at $9.5, leaving 314,586 shares beneficially owned. The sales were executed pursuant to a pre-established plan adopted on May 12, 2025.