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. filed a Form D reporting a Rule 506(b) exempt offering of equity securities tied to a prior acquisition. The filing shows a $8,999,976 total offering amount that has been fully sold, with $0 remaining. The issuer identifies its industry as residential real estate and indicates annual size category Over $100,000,000. The notice lists 3 investors and a minimum outside investment of $10,000. No sales commissions or finders' fees were reported and no proceeds were allocated to executive officers, directors, or promoters. The filing was signed by General Counsel Brad Serwin.
Compass, Inc. entered into a definitive Agreement and Plan of Merger with Anywhere Real Estate Inc. and a wholly owned merger subsidiary, under which each outstanding share of Anywhere common stock will be converted into the right to receive 1.436 shares of Compass Class A common stock, with cash in lieu of fractional shares. The merger is intended to qualify as a tax-free reorganization under Section 368(a).
Equity awards of Anywhere (RSUs, DSUs, PSUs) will be converted into time-based Compass RSU awards using the 1.436 exchange ratio, with PSUs converted to service-based vesting and performance treatment detailed for in-flight and future periods. Certain Anywhere options will be net-exercised for merger consideration or assumed and converted into adjusted options to purchase Compass shares. The parties anticipate using a 364-day senior secured bridge loan facility and possibly capital markets transactions to refinance Anywhere’s indebtedness; existing senior notes are expected to remain in place after closing.
The merger remains subject to customary closing conditions, including approvals by Compass and Anywhere stockholders, NYSE listing authorization, an effective registration statement/prospectus, expiration of HSR waiting period, absence of injunctions, accurate representations and warranties and material compliance with agreement obligations. Voting and support agreements have been executed by certain holders, including Robert L. Reffkin and related funds.
Compass, Inc. entered into a definitive Agreement and Plan of Merger with Anywhere Real Estate Inc. and a wholly owned merger subsidiary, under which each outstanding share of Anywhere common stock will be converted into the right to receive 1.436 shares of Compass Class A common stock, with cash in lieu of fractional shares. The merger is intended to qualify as a tax-free reorganization under Section 368(a).
Equity awards of Anywhere (RSUs, DSUs, PSUs) will be converted into time-based Compass RSU awards using the 1.436 exchange ratio, with PSUs converted to service-based vesting and performance treatment detailed for in-flight and future periods. Certain Anywhere options will be net-exercised for merger consideration or assumed and converted into adjusted options to purchase Compass shares. The parties anticipate using a 364-day senior secured bridge loan facility and possibly capital markets transactions to refinance Anywhere’s indebtedness; existing senior notes are expected to remain in place after closing.
The merger remains subject to customary closing conditions, including approvals by Compass and Anywhere stockholders, NYSE listing authorization, an effective registration statement/prospectus, expiration of HSR waiting period, absence of injunctions, accurate representations and warranties and material compliance with agreement obligations. Voting and support agreements have been executed by certain holders, including Robert L. Reffkin and related funds.
Compass, Inc. (COMP) director Josh N. McCarter reported related-party transfers of Class A common stock on 09/08/2025. The filing shows two offsetting non-derivative transactions coded G(1): a disposition of 182,159 shares at $0 and an acquisition of 182,159 shares at $0, reflecting a bona fide gift to the McCarter Living Trust. After the transactions, 0 shares are directly owned and 182,159 shares are held indirectly by the trust, where the reporting person and his spouse serve as trustees and beneficiaries. The form is signed by an attorney-in-fact on 09/10/2025.
Compass, Inc. reported a private equity offering under Form D raising $254,749,514 in aggregate proceeds through a Rule 506(b) exemption. The offering sold all announced securities with $0 remaining to be sold and involved 56 investors. The securities are equity and were issued as upfront consideration in connection with an acquisition. The issuer identifies its business as residential real estate and reports annual size in the category over $100 million. No sales commissions or finders' fees were paid and no proceeds were designated for executives, directors or promoters.
Compass, Inc. reported leadership changes in its top legal roles. The company appointed Ethan Glass as Chief Legal Officer and Corporate Secretary, effective September 8, 2025. Compass also disclosed that its current General Counsel, Brad Serwin, will transition out of his role effective December 31, 2025 to move into private practice, while remaining through year-end to support a smooth handover.
From January 1, 2026 until March 16, 2026, Mr. Serwin will provide consulting services to Compass. In connection with his departure, and in addition to severance benefits under his existing Change in Control and Severance Agreement, he will be allowed to exercise his stock options for four years following his departure, receive an extra six months of health benefits, and continue vesting of equity awards during the consulting period. The company also waived repayment obligations under his Amended and Restated Cash Bonus Agreement and expressed appreciation for his five years of service.
Steven J. Sordello, a director of Compass, Inc. (COMP), was granted 2,773 restricted stock units (RSUs) on 09/04/2025. Each RSU represents the contingent right to one share of Class A common stock on settlement. The filing shows 203,750 shares of Class A common stock beneficially owned following the non-derivative transaction and 8,319 RSUs (derivative securities) beneficially owned following the reported derivative transaction. The RSUs vest in four equal installments of 25% on August 1, 2025, November 1, 2025, February 1, 2026, and May 1, 2026, and any remaining unvested RSUs will vest in full on the date of the next annual meeting of stockholders. The Form 4 was signed by an attorney-in-fact on 09/05/2025.
Scott R. Wahlers, listed as Compass, Inc. (COMP) CFO & CAO and a director, reported transactions on 09/04/2025 showing 22,695 performance stock units (PSUs) treated as acquired/settled and 11,586 Class A shares withheld to satisfy tax withholding at a reported price of $9.35 per share. After these transactions the filing shows 400,768 Class A shares beneficially owned following the PSU acquisition and 389,182 after the withholding/disposition entry. The PSUs represent contingent rights to one share each; the PSU award's financial metrics were satisfied and the grant schedule indicates 50% vesting on August 15, 2025 and 50% on August 15, 2027. The Form 4 was signed by an attorney-in-fact on 09/05/2025.
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 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.