As filed with the Securities and Exchange Commission on February 25, 2025
Registration No. 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Compass, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 30-0751604
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
110 Fifth Avenue, 4th Floor
New York, New York 10011
(Address of principal executive offices) (Zip Code)
2021 Equity Incentive Plan
(Full title of the plan)
Robert Reffkin
Founder, Chairman and Chief Executive Officer
Compass, Inc.
110 Fifth Avenue, 4th Floor
New York, New York 10011
(Name and address of agent for service)

(212) 913-9058
(Telephone number, including area code, of agent for service)
Copies to:
 
Amy Seidel
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 S. Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
 
Brad Serwin
General Counsel and Corporate Secretary
Compass, Inc.
110 Fifth Avenue, 4th Floor
New York, New York 10011
(212) 913-9058




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   ☒
 
Accelerated filer   ☐
Non-accelerated filer   ☐
 
Smaller reporting company   ☐
 
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
 
image_0b.jpg





REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (“Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) to register 25,653,166 additional shares of its Class A common stock, $0.00001 par value per share (“Class A Shares”) available for issuance under the Registrant’s 2021 Equity Incentive Plan (“2021 EIP”), pursuant to the provision of the 2021 EIP providing for an automatic annual increase in the number of shares reserved for issuance.
In accordance with General Instruction E of Form S-8, and only with respect to the Class A Shares issuable under the 2021 EIP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254976), March 1, 2022 (Registration No. 333-263115), March 1, 2023 (Registration No. 333-270154) and February 28, 2024 (Registration No. 333-277435), to the extent not superseded hereby.

Item 5. Interests of Named Experts and Counsel.
Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit
Number
  Exhibit Description  Incorporated by Reference Filed
Herewith
  Form   File No.   Exhibit   Filing Date 
4.1
10-Q001-402913.15/13/2021
4.2
10-Q001-402913.25/13/2021

4.3
     S-1/A    333-253744    10.3    3/23/2021 

5.1
  

        
X

23.1
          X
23.2
  

        X
107
          X



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 25, 2025.  
COMPASS, INC.
By:
 
/s/ Robert Reffkin
 
Robert Reffkin
 
Chairman of the Board of Directors and
Chief Executive Officer




SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Reffkin, Kalani Reelitz and Scott Wahlers, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
NameTitleDate
/s/ Robert ReffkinChairman of the Board of Directors and Chief Executive OfficerFebruary 25, 2025
Robert Reffkin(Principal Executive Officer)
/s/ Kalani ReelitzChief Financial OfficerFebruary 25, 2025
Kalani Reelitz(Principal Financial Officer)
/s/ Scott WahlersChief Accounting OfficerFebruary 25, 2025
Scott Wahlers(Principal Accounting Officer)
/s/ Allan LeinwandDirectorFebruary 25, 2025
Allan Leinwand
/s/ Frank MartellDirectorFebruary 25, 2025
Frank Martell
/s/ Josh McCarterDirectorFebruary 25, 2025
Josh McCarter
/s/ Charles PhillipsDirectorFebruary 25, 2025
Charles Phillips
/s/ Steven SordelloDirectorFebruary 25, 2025
Steven Sordello
/s/ Pamela Thomas-GrahamDirectorFebruary 25, 2025
Pamela Thomas-Graham
/s/ Dawanna WilliamsDirectorFebruary 25, 2025
Dawanna Williams



S-8 S-8 EX-FILING FEES 0001563190 Compass, Inc. Fees to be Paid 0001563190 2025-02-20 2025-02-20 0001563190 1 2025-02-20 2025-02-20 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Compass, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A Common Stock Other 25,653,166 $ 9.17 $ 235,239,532.22 0.0001531 $ 36,015.17

Total Offering Amounts:

$ 235,239,532.22

$ 36,015.17

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 36,015.17

Offering Note

1

(1) Amount Registered: Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Class A common stock, par value $0.00001 per share (Class A Shares) that become issuable under 2021 Equity Incentive Plan (the 2021 Plan) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of Class A Shares. (2) Amount Registered: Represents additional Class A Shares that became issuable under the 2021 Plan as of January 1, 2025, by operation of an automatic annual increase provision therein. (3) Proposed Maximum Offering Price Per Unit: Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $9.17, the average of the high and low price of the Class A Shares on February 19, 2025, as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.

Exhibit 5.1
image_0a.jpg 
 
February 25, 2025
 
Compass, Inc.
110 Fifth Avenue, 4th Floor
New York, New York 10011 

Re: Registration Statement on Form S-8
 
Ladies and Gentlemen:
 
We have acted as counsel to Compass, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 25,653,166 additional shares the Company’s Class A Common Stock, par value $0.00001 per share (the “Shares”), which may be issued pursuant to the 2021 Equity Incentive Plan (the “Plan”).
 
For purposes of this opinion letter, we have examined the Plan, the Registration Statement, the restated certificate of incorporation, as currently in effect, restated bylaws, as currently in effect, of the Company, the resolutions of the Company’s board of directors authorizing the issuance of the Shares and such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.
 
In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
 
Based on and subject to the foregoing and to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Plan, and (b) the consideration for the Shares specified in the Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.
 
We are admitted to the practice of law in the State of Minnesota.
 
This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.



Compass, Inc.Page -2- February 25, 2025


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
 
Yours very truly,
 
FAEGRE DRINKER BIDDLE & REATH LLP
 
 
By:/s/ Amy C. Seidel 
 Amy C. Seidel 



Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Compass, Inc. of our report dated February 25, 2025 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Compass, Inc’s Annual Report on Form 10-K for the year ended December 31, 2024. 

/s/ PricewaterhouseCoopers LLP 
  
New York, New York 
February 25, 2025
 



v3.25.0.1
Submission
Feb. 20, 2025
Submission [Line Items]  
Central Index Key 0001563190
Registrant Name Compass, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 20, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A Common Stock
Amount Registered | shares 25,653,166
Proposed Maximum Offering Price per Unit 9.17
Maximum Aggregate Offering Price $ 235,239,532.22
Fee Rate 0.01531%
Amount of Registration Fee $ 36,015.17
Offering Note (1) Amount Registered: Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Class A common stock, par value $0.00001 per share (Class A Shares) that become issuable under 2021 Equity Incentive Plan (the 2021 Plan) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of Class A Shares. (2) Amount Registered: Represents additional Class A Shares that became issuable under the 2021 Plan as of January 1, 2025, by operation of an automatic annual increase provision therein. (3) Proposed Maximum Offering Price Per Unit: Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $9.17, the average of the high and low price of the Class A Shares on February 19, 2025, as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.
v3.25.0.1
Fees Summary
Feb. 20, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 235,239,532.22
Total Fee Amount 36,015.17
Total Offset Amount 0.00
Net Fee $ 36,015.17
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