Anywhere Real Estate Inc. 8-K

What Happened

• Anywhere Real Estate Inc. (Anywhere) filed an 8-K reporting that on Sept. 22, 2025 it entered into a definitive Agreement and Plan of Merger with Compass, Inc. and Velocity Merger Sub, Inc. Under the agreement, Merger Sub will merge into Anywhere, and Anywhere would survive as a wholly‑owned subsidiary of Compass if the transaction closes.
• The Hart‑Scott‑Rodino (HSR) waiting period cleared on Jan. 2, 2026 at 11:59 p.m. ET. The merger closing remains subject to other customary closing conditions, including adoption of the merger agreement by Anywhere’s stockholders and Compass stockholder approval of certain share issuances. A special meeting of Anywhere stockholders was scheduled for Jan. 7, 2026 to vote on adoption.

Key Details

• Merger Agreement date: September 22, 2025.
• HSR waiting period expiration: January 2, 2026 at 11:59 p.m. Eastern Time.
• Required approvals still outstanding: Anywhere stockholder vote to adopt the Merger Agreement and Compass stockholder approval of related share issuances.
• Closing: expected to occur shortly after satisfaction or waiver of all closing conditions.

Why It Matters

• If the merger is approved and closes, Anywhere will become a wholly‑owned subsidiary of Compass, which will change ownership and control of Anywhere’s business.
• The HSR clearance removes one regulatory hurdle, but the transaction still requires stockholder approvals and other conditions; timing and completion are not guaranteed.
• The filing includes forward‑looking statements and lists risks (e.g., regulatory approvals, stockholder votes, integration, retention of agents, potential litigation, timing of synergies) that investors should review in the definitive proxy statement and other SEC filings for full details.

Investors are urged to read the Definitive Proxy Statement and other materials filed with the SEC (available at sec.gov and the companies’ investor websites) before making any voting or investment decisions.