"As part of its original deal to acquire the Chicago-based firm, Compass originally agreed to issue 44.1 million shares of its Class A common stock, however the agreement stated that the final number of shares issued would be subject to adjustment depending on the stock's trading price one year after the closing, which would be mid-January 2026. This agreement also allowed for a potential increase or decrease of up to $50 million in share value, depending on the share price at the time."
"Compass amended this agreement in May 2025, allowing it to issue an early payout to certain sellers if specific stock price conditions were met. According to the SEC filing, those conditions were met in late August triggering the accelerated release of 28.4 million shares to eligible sellers. Compass said this amount represents nearly 75% of the total share consideration, and it is close to the minimum number of shares that could have been issued under the original agreement."
"According to Compass, the remaining shares, which were designated for sellers who did not participate in the early release, will be delivered in three equal installments in January 2026, 2027 and 2028, with the final number of shares to be issued to be determined on the trading price of Compass's Class A shares in January of this coming year. The company's Q3 2025 weighted-average basic share count guidance remains at 38.5 million, according to the filing."
Compass initially agreed to issue 44.1 million Class A shares for the acquisition, with the final amount subject to adjustment based on the stock price one year after closing, mid-January 2026, and allowing a potential +/- $50 million change in share value. The agreement was amended in May 2025 to permit an early payout if price conditions were met. Those conditions were met in late August, triggering an accelerated release of 28.4 million shares, nearly 75% of the consideration and close to the minimum possible. Remaining shares will be delivered in equal installments in January 2026, 2027 and 2028, with the final count determined by the January 2026 trading price. Q3 2025 weighted-average basic share count guidance remains 38.5 million. Compass paid $150 million in cash at close and announced the acquisition in December 2024. Compass will not provide an update on the actual number of shares until its periodic SEC filing in early 2026.
Read at www.housingwire.com
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