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Compass, Inc.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

COMP$10.79+5.7%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)Amendment to Material Definitive Agreement. On August 1, 2025, the Company entered into an amendment and extension (the “Amendment”) of the Revolving Credit and Security Agreement (the “Concierge Facility”) with Barclays Bank PLC, as administrative agent, and the several lenders party thereto, which was originally entered into on July 31, 2020 and subsequently amended on July 29, 2021, August 5, 2022, and August 4, 2023. The Amendment, among other things, extends the term of the Concierge Facility on substantially the same terms and conditions through July 31, 2027, updates references to the U.K. and E.U. securitization rules and provides for a new interest rate of the term SOFR rate plus a margin of 2.50%.

Chief Financial Officer Compensation. As previously disclosed in our Current Report on Form 8-K filed with the SEC on July 30, 2025, Scott Wahlers has been appointed to serve as our Chief Financial Officer, effective August 22, 2025.

In connection with his appointment, Mr. Wahlers agreed to an offer letter with the Company (the “Offer Letter”), which provides for the following compensation arrangements: an annual base salary of $500,000; eligibility to receive a cash bonus with a target bonus amount of $500,000, prorated for the portion of 2025 during which Mr. Wahlers serves as Chief Financial Officer of the Company, based on the same 2025 metrics applicable to other executive officers; and, a one-time award of time-based restricted stock units (“RSUs”) representing the right to receive shares of the Company’s Class A common stock valued at $2.5 million, vesting primarily quarterly with some de minimis adjustments for administrative ease, beginning December 15, 2025, over four years. Mr. Wahlers will also receive the Company’s standard form of Change in Control and Severance Agreement for executive officers, the Company's standard Indemnification Agreement for executive officers, and the Company’s standard form of Employee Proprietary Information, Inventions, and Arbitration Agreement for executive officers which will include a non-competition agreement restricting Mr. Wahlers from working in the residential real estate brokerage industry anywhere in the United States for three years after he leaves Compass voluntarily or for Cause as defined in the Agreement.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the text of the Offer Letter, which is filed as an exhibit to this Form 10-Q.

(b)None.

(c)Rule 10b5-1 Trading Arrangements. On May 12, 2025, Brad Serwin, General Counsel and Corporate Secretary, terminated his previously disclosed 10b5-1 trading arrangement andadopted a new Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to approximately 949,532 shares of the Company's common stock at various limit prices. The actual number of shares will depend on the number of shares underlying Restricted Stock Unit awards following net settlement for tax withholding obligations. Mr. Serwin's new trading arrangement is set to end on August 11, 2027.

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