What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-28 · 26 added, 38 removed, 154 unchanged (29% of the section changed)

14 unchanged sentences

Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

Remediation of Previously Disclosed Material Weaknesses

As previously disclosed, we identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified related to the effectiveness of our control environment, including a lack of an appropriate level of experience and training commensurate with public company requirements.

This lack of an effective control environment contributed to material weaknesses related to the maintenance of formal accounting policies and procedures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries, and the maintenance of effective controls over information technology, or IT, general controls for information systems and applications that are relevant to the preparation of the consolidated financial statements.

Specifically, we did not design and maintain (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately that are relevant to the preparation of our financial statements, (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, and (iv) testing and approval of controls for program development to ensure that new software development is aligned with business and IT requirements.

In response to the identified material weaknesses, we implemented a number of actions to improve our internal control over financial reporting, including the following:

• hired a Vice President of Internal Audit to oversee our internal controls program and work with management in its design and implementation of internal control over financial reporting;

• developed detailed action plans to address control deficiencies identified across business processes and financial systems impacting our financial reporting;

• engaged a global accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting;

• added key resources to the Internal Audit team, including an IT expert and an internal controls documentation and testing team reporting directly to the Vice President of Internal Audit;

• enhanced our IT general controls resources, including a new team dedicated to IT Risk & Compliance;

• formalized our accounting policies, including training relevant personnel, related to, but not limited to, account reconciliations and manual journal entries;

• formalized IT procedures for key financial systems, including training relevant personnel, related to segregation of duties, user access, batch jobs, data backups, change management, and program development;

• performed various trainings for control owners;

• ensured that controls over key reports and data derived from systems supporting financial reporting are consistently evidenced;

• ensured controls are in place to address segregation of duties risks that could present a reasonable possibility of material misstatements;

• ensured user access reviews are consistently operating and evidenced, effective and sustainable.

Management concluded that these and other actions taken have been fully implemented and are operating effectively as of December 31, 2023.

As a result, we have concluded the previously identified material weaknesses in our internal control over financial reporting have therefore been remediated.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which appears in Item 8.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

Additionally, controls can be circumvented by the

individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

8 unchanged sentences

Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A in connection with our 2025 Annual Meeting of Stockholders, or the Proxy Statement, which will be filed no later than 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees which is available on our website at investors.compass.com.

The Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K.

In addition, we intend to promptly disclose on our website at www.compass.com (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to a director one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.

We have adopted an Employee and Director Code of Ethics that applies to our officers, directors and employees which is available on our website at investors.compass.com.

The Employee and Director Code of Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K.

In addition, we intend to promptly disclose on our website at www.compass.com (1) the nature of any amendment to our Employee and Director Code of Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to a director one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.

Executive Compensation.

36 unchanged sentences

Exhibit Filing Date Filed

Agreement and Plan of Merger, dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, At World Properties Principals Blocker, Inc., At World Properties IX Blocker, Inc., Apple IX Blocker Merger Sub, Inc., Apple Principals Blocker Merger Sub, Inc.

and Quad-C , LLC .

8-K 001-40291 2.1 12/02/24

3.1 Restated Certificate of Incorporation of the Registrant

2 unchanged sentences

10-Q 001-40291 3.2 5/13/21

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed

4.1 Description of Common Stock

3 unchanged sentences

10.1+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers

10-K 001-40291 10.1 2/28/24

10.2+ 2012 Stock Incentive Plan and forms of award agreements thereunder

5 unchanged sentences

10.5+ Non-Employee Director Compensation Policy

10-K 001-40291 10.5 2/28/24

10.6+ Letter Agreement between the Registrant and Robert Reffkin, dated as of March 12, 2020, as amended

3 unchanged sentences

10.8+ Form of Change in Control and Severance Agreement between the Registrant and its named executive officers

10.90 Lease Agreement between Urban Compass, Inc.

and 90 Fifth Avenue Owner LLC, dated July 23, 2014, and amendments thereto

S-1 333-253744 10.12 3/1/21

10-K 001-40291 10.8 2/28/24

10.10 Revolving Credit and Guaranty Agreement among the Registrant, Barclays Bank PLC, the Lenders, and Issuing Banks party thereto, dated as of March 4, 2021

7 unchanged sentences

10.14+ Forms of Global Notice of Performance Stock Unit Award and Global Performance Stock Unit Award Agreement

10-K 001-40291 10.14 2/28/24

10.15+ Executive Bonus Plan, amended and restated as of November 2, 2023

10.16+ Amended and Restated Offer Letter between the Registrant and Neda Navab, dated May 10, 2022

10-K 001-40291 10.15 2/28/24

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed

10.16+ Chief Executive Officer Agreement between the Company and Robert Reffkin, dated as of October 29, 2024

10-Q 001-40291 10.1 11/1/2024

10.17+ Amended and Restated Cash Bonus Agreement between the Registrant and Brad Serwin, dated as of August 17, 2023

10-K 001-40291 10.17 2/28/24

10.18+ Offer Letter between the Company and Kalani Reelitz, dated as of October 24, 2022

5 unchanged sentences

10-Q 001-40291 10.1 8/08/23

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed

10.21 Form of Shareholder Rights Agreement, by and among, the Company and the stockholders party thereto

8-K 001-40291 10.1 12/02/24

19.1 Insider Trading Policy

21.1 Subsidiaries of the Registrant

7 unchanged sentences

Compensation Recovery Policy, adopted November 2, 2023

10-K 001-40291 97 2/28/24

101 The following financial information related to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit), (v) the Consolidated Statements of Cash Flows;

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows;

and (vi) the related Notes to Consolidated Financial Statements X

2 unchanged sentences

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for

purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary.

13 unchanged sentences

Scott Wahlers (Principal Accounting Officer)

/s/ Jeffrey Housenbold Director February 28, 2024

Jeffrey Housenbold

/s/ Allan Leinwand Director February 25, 2025

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures