Compass, Inc. 8-K

What Happened Compass, Inc. filed an 8‑K on Dec 29, 2025 supplementing the definitive S‑4 / joint proxy statement‑prospectus for its September 22, 2025 Merger Agreement to acquire Anywhere Real Estate (Special Meeting scheduled Jan 7, 2026). After the proxy was filed (S‑4 filed Nov 14, 2025; definitive proxy filed Dec 2, 2025), three stockholder lawsuits were filed challenging the proxy disclosures (McDaniels v. Anywhere, Dec 10, 2025; Marino v. Anywhere, Dec 11, 2025; Drulias v. Anywhere, Dec 18, 2025) and additional demand letters were received. Compass and Anywhere deny the claims but voluntarily provided supplemental disclosures to avoid meeting or merger delays and to minimize costs.

Key Details

• Lawsuits/demands: three complaints (NY and NJ) allege misleading/incomplete proxy disclosures and seek corrective disclosures, injunctive relief, rescission/damages, fees and other relief.
• Analyst price targets updated (page 67): BTIG $11.00 (Aug 27, 2025); UBS $11.00 (Jun 1, 2025); Deutsche $8.00, Morgan Stanley $8.00, Barclays $8.00, Wells Fargo $7.00 (late July 2025).
• Valuation / DCF updates (Goldman Sachs analyses):
  • Anywhere standalone: discount rates 12.0%–13.0%; terminal EV/NTM EBITDA multiples 7.5x–9.0x on terminal EBITDA ≈ $600M; net debt ≈ $2,549M; non‑controlling interest ≈ $4M; fully diluted shares ≈ 121–122M; implied equity value per share range $11.31–$17.55.
  • Compass pro forma: discount rates 11.0%–12.0%; terminal EV/NTM EBITDA 9.0x–11.0x on terminal EBITDA ≈ $1,575M; net debt & NCI ≈ $2,496M; post‑tax transaction costs ≈ $107M; fully diluted shares ≈ 803–804M; implied consideration per Anywhere share (after 1.436 exchange ratio) $16.96–$21.77.
  • Present‑value analysis for Anywhere produced an implied present value range of $5.23–$18.18 per share using a 16.9% discount rate (cost of equity).
• Equity awards / payouts: estimated aggregate unvested awards for non‑named executive officers ≈ $13,560,150; unvested awards for non‑employee directors aggregate ≈ $8,629,811 (individual director amounts listed; most ≈ $448,521; Michael J. Williams ≈ $700,814).
• Compensation: no individualized post‑closing compensation arrangements for Anywhere executives have been finalized or announced.

Why It Matters This 8‑K confirms active litigation and shareholder demands tied to the Compass‑Anywhere merger and provides updated valuation assumptions and analyst targets that investors can use to assess the deal pricing and fairness analyses in the proxy. While Compass and Anywhere say the claims lack merit and deny any obligation to supplement, they provided the extra disclosures to reduce the risk of postponing the Jan 7, 2026 special meeting. Investors should review the definitive S‑4 / joint proxy statement‑prospectus and these supplements (available on the SEC site and each company’s investor site) before voting or making investment decisions.