As filed with the Securities and Exchange Commission on March 1, 2023

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.)

90 Fifth Avenue, 3rd Floor

New York, New York 10011

(Address of principal executive offices) (Zip Code)

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full titles of the plans)

Robert Reffkin

Founder, Chairman and Chief Executive Officer

Compass, Inc.

90 Fifth Avenue, 3rd 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. 90 Fifth Avenue, 3rd 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.   ☐

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 (a) 21,906,200 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 and (b) 4,198,688 Class A Shares available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), pursuant to the provision of the 2021 ESPP 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 and 2021 ESPP, 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) and March 1, 2022 (Registration No. 333-263115), 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	Restated Certificate of Incorporation of the Registrant.		10-Q		001-40291		3.1		5/13/2021
4.2	Restated Bylaws of the Registrant.		10-Q		001-40291		3.2		5/13/2021
4.3	2021 Equity Incentive Plan and forms of award agreements thereunder.		S-1/A		333-253744		10.3		3/23/2021
4.4	2021 Employee Stock Purchase Plan.		S-1/A		333-253744		10.4		3/23/2021
5.1	Opinion of Faegre Drinker Biddle & Reath LLP.									X
23.1	Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1).									X
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.									X
107	Filing Fee Table.									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 March 1, 2023.

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.

Name	Title	Date
/s/ Robert Reffkin	Chairman of the Board of Directors and Chief Executive Officer	March 1, 2023
Robert Reffkin	(Principal Executive Officer)
/s/ Kalani Reelitz	Chief Financial Officer	March 1, 2023
Kalani Reelitz	(Principal Financial Officer)
/s/ Scott Wahlers	Chief Accounting Officer	March 1, 2023
Scott Wahlers	(Principal Accounting Officer)
/s/ Jeffrey Housenbold	Director	March 1, 2023
Jeffrey Housenbold
/s/ Allan Leinwand	Director	March 1, 2023
Allan Leinwand
/s/ Frank Martell	Director	March 1, 2023
Frank Martell
/s/ Josh McCarter	Director	March 1, 2023
Josh McCarter
/s/ Charles Phillips	Director	March 1, 2023
Charles Phillips
/s/ Steven Sordello	Director	March 1, 2023
Steven Sordello
/s/ Pamela Thomas-Graham	Director	March 1, 2023
Pamela Thomas-Graham
/s/ Dawanna Williams	Director	March 1, 2023
Dawanna Williams