Anywhere Real Estate Inc. 8-K

What Happened

• Anywhere Real Estate (HOUS) filed a Current Report on Form 8‑K on December 29, 2025 to voluntarily supplement the Definitive Proxy Statement for the Agreement and Plan of Merger dated September 22, 2025 with Compass, Inc. The special meeting to vote on the merger is scheduled for January 7, 2026.
• The 8‑K discloses that three stockholder complaints were filed after the proxy was filed (Dec. 10, 11 and 18, 2025) alleging the proxy is misleading and seeking corrective disclosures, an injunction against the merger, rescissory damages and fees. The companies deny the claims but provided supplemental disclosures to avoid delay or additional expense.

Key Details

• Litigation/dates: McDaniels (NY Supreme Ct., Dec. 10, 2025), Marino (NY Supreme Ct., Dec. 11, 2025), Drulias (NJ Superior Ct., Dec. 18, 2025); additional demand letters also received.
• Analyst price targets updated: BTIG $11.00 (Aug 27, 2025); Deutsche $8.00 (Jul 31); Morgan Stanley $8.00 (Jul 31); Wells Fargo $7.00 (Jul 30); Barclays $8.00 (Jul 30); UBS $11.00 (Jun 1).
• Goldman Sachs valuation updates (as disclosed): Anywhere standalone DCF implied equity value per share $11.31–$17.55; Compass pro‑forma implied consideration per Anywhere share (after exchange ratio 1.436) $16.96–$21.77; Anywhere present‑value of future share price analysis $5.23–$18.18.
• Financial/assumption figures cited: Anywhere net debt and related figures in analyses ~ $2.1–$2.6 billion depending on year/analysis; Compass pro‑forma net debt ~ $2.496 billion and post‑tax transaction costs ~ $107 million; fully diluted shares used: Anywhere ~121–122M; Compass pro‑forma ~803–804M.
• Estimated treatment of equity awards: unvested awards for non‑named executive officers ~$13,560,150 aggregate; unvested awards for non‑employee directors ~$8,629,811 total (most directors ~$448,521 each; Michael J. Williams $700,814).

Why It Matters

• The 8‑K confirms the merger remains on the January 7, 2026 calendar but highlights litigation and demand letters that could delay or affect the vote or closing. Anywhere and Compass say they deny the claims and provided these supplemental disclosures to reduce the risk of delay.
• The valuation ranges and financial assumptions disclosed (Goldman Sachs analyses, net debt, share counts, exchange ratio) give investors concrete context for the price being paid and the deal’s implied per‑share values.
• Retail investors should review the Definitive Proxy Statement and this supplement before voting or trading, since the filing includes material details about the merger economics, potential payouts to directors/executives, and outstanding litigation that could affect timing or outcomes.