Wahlers Scott R. 4
4 · Compass, Inc. · Filed Mar 25, 2026
Research Summary
AI-generated summary of this filing
Compass (COMP) CFO Scott R. Wahlers Receives Stock Awards; Tax Withheld
What Happened
Scott R. Wahlers, Chief Financial Officer of Compass, Inc. (COMP), had performance stock units (PSUs) certified and partially vest on March 23, 2026 and received award grants the same day. The filing shows PSU/derivative activity (exercise/conversion entries for 35,460 shares and a related award/settlement of 70,921 shares) and a separate grant of 196,199 restricted stock units (RSUs). The company withheld 18,103 shares to satisfy tax withholding obligations on the PSU vesting; the withheld shares were valued at $7.77 each for a total of $140,660.
Key Details
- Transaction date: March 23, 2026; Form 4 filed March 25, 2026 (timely).
- Reported entries: exercise/conversion (code M) for 35,460 shares; tax withholding (code F) — 18,103 shares @ $7.77 = $140,660 (disposed); awards/grants (code A) — 70,921 shares (derivative/PSU settlement) and 196,199 shares (RSU award).
- Footnotes of note:
- F1/F3: PSUs convert 1-for-1 to Class A shares; PSU financial metrics were certified and the VWAP condition was met; 50% of PSUs vested on 3/23/2026 and the remaining 50% vests on 8/15/2027, subject to continued service.
- F2: 18,103 shares were withheld to satisfy tax withholding on the PSU vesting.
- F4/F5: RSUs vest 25% annually on March 15 of 2027–2030, subject to service.
- Shares owned after the reported transactions are not specified in the provided summary of the filing.
Context
- Transaction codes: M = exercise/conversion of a derivative (here, PSUs converted/settled), A = award/grant (PSUs/RSUs), F = shares withheld to pay taxes (routine). The tax-withholding disposition is not a market sale for cash proceeds to the insider but a company withholding to cover taxes.
- These entries reflect award settlement and new grants rather than an open-market purchase or voluntary sale; such award settlements are common compensation events and do not, by themselves, indicate a buy/sell opinion.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-03-23+35,460→ 313,282 total - Tax Payment
Class A Common Stock
[F2]2026-03-23$7.77/sh−18,103$140,660→ 295,179 total - Award
Performance Stock Unit (PSU)
[F1][F3]2026-03-23+70,921→ 70,921 total→ Class A Common Stock (70,921 underlying) - Exercise/Conversion
Performance Stock Unit (PSU)
[F1][F3]2026-03-23−35,460→ 35,461 total→ Class A Common Stock (35,460 underlying) - Award
Restricted Stock Unit (RSU)
[F4][F5]2026-03-23+196,199→ 196,199 total→ Class A Common Stock (196,199 underlying)
Footnotes (5)
- [F1]Each PSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
- [F2]Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of PSUs.
- [F3]The financial metrics of the PSUs were certified as being achieved on March 23, 2026 and the stock price condition requiring that the arithmetic average of the volume weighted average trading price of the Issuer's Class A Common Stock exceeds $10.575 in any 30 trading-day window was certified on February 6, 2026. The PSUs vested as to 50% of the total shares on March 23, 2026 and the remaining 50% will vest on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer through that date.
- [F4]Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
- [F5]The RSUs vest as to 25% of the total shares on each of March 15, 2027, March 15, 2028, March 15, 2029 and March 15, 2030, subject to the Reporting Person's provision of service to the Issuer on each vesting date.