Anywhere Real Estate Inc SEC Filings

Anywhere Real Estate Inc. (HOUS): Schedule 13G/A (Amendment No. 1) filed by D. E. Shaw & Co., L.P. and David E. Shaw reports beneficial ownership of 5,164,061 shares of common stock, representing 4.6% of the class. The date of the event requiring the filing is 09/30/2025.

The filing lists shared voting power of 5,094,861 shares and shared dispositive power of 5,164,061 shares, with no sole voting or dispositive power. The certification states the securities were not acquired and are not held to change or influence control. Item 5 indicates ownership of 5 percent or less of the class.

Anywhere Real Estate (HOUS) filed its Q3 2025 report, highlighting a pending all‑stock merger with Compass. Each Anywhere share is expected to convert into 1.436 Compass Class A shares, subject to stockholder and regulatory approvals. The agreement includes an Outside Date of September 22, 2026 with three automatic three‑month extensions, a $200 million termination fee under specified circumstances, and a $350 million fee payable by Compass if required regulatory clearances are not obtained or the deal is permanently enjoined.

Operating results showed slightly stronger top‑line but a small loss. Q3 net revenues were $1,626 million (vs. $1,535 million), driven by gross commission income of $1,323 million. The quarter recorded a net loss of $13 million (vs. income of $7 million) and diluted EPS of $(0.12). Year‑to‑date, net revenues were $4,512 million (vs. $4,330 million) with a net loss of $63 million. Financing actions included issuing $500 million of 9.75% Senior Secured Second Lien Notes and reducing Exchangeable Senior Notes to $36 million. There were 112,130,696 shares outstanding as of November 3, 2025.

Anywhere Real Estate Inc. (HOUS) and Anywhere Real Estate Group LLC reported that they announced financial results for the quarter ended September 30, 2025. The announcement was made on November 4, 2025, and a detailed press release is provided as Exhibit 99.1, which is incorporated by reference.

The filing is a current report on Form 8-K and includes the company’s standard cover page data and exhibits. The report was signed by Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer, on behalf of both entities.

Amendment No. 7 to a Schedule 13D reports that a group led by Angelo, Gordon and TPG-related entities beneficially may be deemed to own 9,692,993 shares of Anywhere Real Estate Inc. common stock, equal to approximately 8.7% of 112,023,820 shares outstanding (as of August 6, 2025). The filing states the Noteholder holds $137,152,000 aggregate principal of 7.000% Second Lien Senior Secured Notes due 2030 and that other vehicles hold $18.8 million of 5.75% Senior Notes due 2029 and $21,587,000 of Exchangeable Senior Notes due 2026.

On September 22, 2025 the issuer entered a Merger Agreement with Compass, Inc., and certain Angelo Gordon-managed accounts entered into a Voting and Support Agreement requiring them to vote their beneficially owned shares in favor of the merger and to refrain from transfers and solicitations subject to limited exceptions. The Accounts also established cash-settled equity swaps representing economic exposure to 8,136,546 notional shares (about 7.3%); swaps settle in cash and do not convey voting power.

Anywhere Real Estate Inc. filed an 8-K disclosing a proposed merger with Compass, Inc. The filing references an Agreement and Plan of Merger dated September 22, 2025, multiple Voting and Support Agreements among founders and institutional holders, and a joint press release on the same date. The 8-K emphasizes that key disclosure documents (the Registration Statement and Joint Proxy Statement/Prospectus) will be filed with the SEC and urged investors to read those materials once available because they will contain detailed information about the proposed transaction. The filing provides links and contact points for obtaining SEC filings and notes that neither company assumes an obligation to update forward-looking statements except as required by law.

Eric M. Chesin, Executive Vice President and Chief Strategy Officer of Anywhere Real Estate Inc. (HOUS) reported beneficial ownership of 121,449 shares of the company's common stock, held directly. The filing notes that 95,436 of those shares are issuable upon vesting of previously granted restricted stock units (RSUs) under the company's equity compensation plans. The Form 3 is an initial disclosure of Chesin's holdings and includes a power of attorney executed by Colleen Johnson.

Nomura Holdings and affiliate report a passive stake in Anywhere Real Estate (HOUS). The filing shows Nomura Holdings, through Nomura Global Financial Products, Inc. (NGFP) and Nomura Securities International, Inc. (NSI), beneficially owns 5,953,281 shares of Anywhere Real Estate common stock, representing 5.3% of the outstanding class based on 111,993,989 shares outstanding as of June 30, 2025. Of the total, NGFP holds 5,631,393 shares and NSI holds 21,888 shares plus 300,000 call-option shares exercisable within 60 days. All reported holdings are shared voting and dispositive power; no sole voting or dispositive power is claimed. The filing includes standard certifications and exhibits identifying subsidiaries and a joint filing agreement.

Q2 2025 results: Net revenues inched up 0.8% year-over-year to $1.68 bn, but net income eased 6.7% to $28 m, delivering diluted EPS of $0.24 versus $0.27. Commission income from the Owned Brokerage Group remained the primary driver (82% of sales); franchise fees held steady at $101 m.

Six-month view: Revenue grew 3% to $2.89 bn. The net loss narrowed to $50 m (-$0.46 EPS) from $71 m, aided by flat operating costs and a $7 m gain on debt extinguishment, but operating cash outflow widened to $133 m, largely on higher relocation receivables.

Capital actions & balance sheet: In June the company issued $500 m of 9.75% senior secured second-lien notes and used the proceeds to repurchase $345 m (86%) of its 0.25% exchangeable notes (leaving $58 m outstanding) and to pay down its revolver. Gross debt rose to $2.79 bn from $2.52 bn; cash more than doubled to $266 m. Revolver borrowings total $610 m with $458 m of remaining availability as of 8 Aug; maturity springs to Mar 2026 if exchangeables are not fully refinanced.

Liquidity & leverage: Total liquidity is ~$724 m (cash plus revolver capacity). Interest expense YTD fell 9% to $72 m despite the higher-coupon issuance. Secured leverage covenant stands below the 4.5× limit.

Key risks flagged: cyclicality in U.S. housing, commission-rate compression, large-scale antitrust litigation, and the need to refinance or repay the revolver ahead of 2027.