Compass, Inc.

(a)Amendment to Material Definitive Agreement.

On January 13, 2025, Compass Brokerage, LLC (“Buyer”) acquired all of the equity interests in At World Properties Holdings, LLC, known as @properties Christie’s International Real Estate, and certain of its affiliates from the former equity holders thereof (the “Sellers”) pursuant to the Merger Agreement dated November 25, 2024 by and among Buyer and the Sellers, among other parties (the “Merger Agreement”), all as reported on Form 8-K filed with the U.S. Securities & Exchange Commission by Compass, Inc., the parent company of Buyer (the “Company”), on January 13, 2025.

On May 6, 2025, Buyer and Quad-C, LLC (“Quad-C”), as representative of the Sellers, entered into Amendment No. 1 to the Merger Agreement (the “Amendment”) which amended the following material terms of the Merger Agreement:

1. The equity portion of the consideration to be paid to certain Sellers (the “Early Payees”) other than the founders and any of their affiliates (the “Founder Payees”) will be paid on or after the 6-month anniversary of the closing of the transaction effective on any trading day if the volume-weighted average price of a share of the Company's common stock trading on the NYSE for any 10 consecutive trading day period, as reported by Bloomberg, is greater than $8.9269 and (ii) the closing trading price of a share of the Company's common stock trading on the NYSE on the last trading day of such 10 consecutive trading period is greater than or equal to $8.9269, as reported by Bloomberg (collectively an “Early Payout”). If the Early Payout is not triggered, then the equity portion of the consideration to be paid to Early Payees will be paid pursuant to the Merger Agreement without giving effect to the Amendment, except as described in paragraph 2 below. Whether or not the Early Payout to the Early Payees is triggered, the equity portion of the consideration to be paid to the Founder Payees will be paid pursuant to the pre-Amendment terms of the Merger Agreement except as described in paragraph 2 below; and

2. With regard to the Early Payees, assuming the Early Payout is not triggered, and with regard to the Founder Payees whether or not the Early Payout is triggered, if the Post-Closing Share Price (as defined in the Merger Agreement) is less than $7.79, then Parent may, in its sole discretion, elect to satisfy its obligation with respect to the Share Shortfall Consideration Adjustment Amount (included in the Final Aggregate Share Consideration) (each as defined in the Merger Agreement) by paying cash in lieu of issuing shares of the Company's common stock.

(b) None.

(c)Rule 10b5-1 Trading Arrangements. During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.