Compass has delivered an accelerated share consideration relating to its acquisition of @properties Christie’s International Real Estate, according to a document filed with the Securities and Exchange Commission on Wednesday.
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.
This early payout reduced the potential shareholder dilution by roughly 4 million shares. 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 said that it does not intend to release an update with the actual number of shares that will be issued until its periodic SEC filing, which will be published in early 2026.
Compass announced its acquisition of @properties in early December 2024. In addition to shares of its Class A stock, Compass also agreed to pay $150 million in cash at the close of the sale.
For Compass, the acquisition marked a massive international expansion as Christie’s International Real Estate has a network of more than 100 affiliates across 50 countries and territories.