[10-Q] Anywhere Real Estate Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
All-stock Compass merger set at 1.436x share exchange; fees outlined.
The filing details an agreement for Anywhere to merge into Compass, exchanging each Anywhere share for 1.436 Compass Class A shares. Closing requires both companies’ stockholder approvals and regulatory clearances, with an Outside Date of
Deal protections include a
On capital structure, the company issued
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______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
For the quarterly period ended September 30, 2025
OR
For the transition period from _____ to _____
Commission File No. | Commission File No. | ||||
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | ||||
| (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | ||||
___________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | |||||
( | (Address of principal executive offices, including zip code) | ||||
| (Registrants' telephone number, including area code) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| Anywhere Real Estate Inc. | |||||||||||||||||
| Anywhere Real Estate Group LLC | None | None | None | ||||||||||||||
Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
Anywhere Real Estate Inc. Yes ☑ No ☐ Anywhere Real Estate Group LLC Yes ☐ No ☑
Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files).
Anywhere Real Estate Inc. Yes ☑ No ☐ Anywhere Real Estate Group LLC Yes ☑ No ☐
Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||
| Anywhere Real Estate Inc. | ☐ | ☑ | ☐ | ||||||||||||||||||||||||||
| Anywhere Real Estate Group LLC | ☐ | ☐ | ☑ | ||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act).
Anywhere Real Estate Inc. Yes ☐ No ☑ Anywhere Real Estate Group LLC Yes ☐ No ☑
There were 112,130,696 shares of Common Stock, $0.01 par value, of Anywhere Real Estate Inc. outstanding as of November 3, 2025.
______________________________________________________________________________________________________
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TABLE OF CONTENTS
| Page | ||||||||
Introductory Note | 1 | |||||||
Forward-Looking Statements | 1 | |||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | Financial Statements (Unaudited) | 5 | ||||||
Report of Independent Registered Public Accounting Firm for Anywhere Real Estate Inc. | 5 | |||||||
Report of Independent Registered Public Accounting Firm for Anywhere Real Estate Group LLC | 6 | |||||||
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 | 7 | |||||||
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 | 8 | |||||||
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 9 | |||||||
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 10 | |||||||
Notes to Condensed Consolidated Financial Statements | 11 | |||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risks | 49 | ||||||
| Item 4. | Controls and Procedures | 50 | ||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1. | Legal Proceedings | 52 | ||||||
Item 1A. | Risk Factors | 52 | ||||||
| Item 5. | Other Information | 56 | ||||||
| Item 6. | Exhibits | 56 | ||||||
Signatures | 57 | |||||||
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INTRODUCTORY NOTE
Except as otherwise indicated or unless the context otherwise requires, the terms "we," "us," "our," "our company," "Anywhere" and the "Company" refer to Anywhere Real Estate Inc., a Delaware corporation, and its consolidated subsidiaries, including Anywhere Intermediate Holdings LLC, a Delaware limited liability company ("Anywhere Intermediate"), and Anywhere Real Estate Group LLC, a Delaware limited liability company ("Anywhere Group"). Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the consolidated financial positions, results of operations and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same.
As used in this Quarterly Report on Form 10-Q:
•"Senior Secured Credit Agreement" refers to the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time, that governs the senior secured credit facility, or "Senior Secured Credit Facility", which includes the "Revolving Credit Facility";
•"9.75% Senior Secured Second Lien Notes" and "7.00% Senior Secured Second Lien Notes" refer to our 9.75% Senior Secured Second Lien Notes due 2030 (issued in June 2025) and 7.00% Senior Secured Second Lien Notes due 2030, respectively, and are referred to collectively as the "Senior Secured Second Lien Notes";
•"5.75% Senior Notes" and "5.25% Senior Notes" refer to our 5.75% Senior Notes due 2029 and 5.25% Senior Notes due 2030, respectively, and are referred to collectively as the "Unsecured Notes"; and
•"Exchangeable Senior Notes" refers to our 0.25% Exchangeable Senior Notes due 2026.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "potential," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could."
In particular, information appearing under "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or will be achieved or accomplished.
The following include some, but not all, of the risks and uncertainties that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:
•Risks related to the potential transaction with Compass, Inc., a Delaware corporation ("Compass"), which could include, but are not limited to:
◦our ability to consummate the proposed transaction with Compass on the expected timeline or at all;
◦our ability to obtain the necessary regulatory approvals in a timely manner and the risk that such approval is not obtained or is obtained subject to conditions that are not anticipated;
◦our ability to obtain approval of the proposed transaction from our stockholders and Compass’ ability to obtain approval of the share issuance from its stockholders;
◦the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur;
◦the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring us to pay a termination fee;
◦risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and transaction-related issues;
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◦the risk that the proposed transaction and its announcement could have an adverse effect on our ability to attract or retain independent sales agents, franchisees or key personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction;
◦unexpected costs, charges or expenses resulting from the proposed transaction;
◦potential litigation relating to the proposed transaction that could be instituted against us or our directors, managers or officers, including the effects of any outcomes related thereto;
◦risks related to the anticipated tax treatment of the proposed transaction;
◦risks related to the potential combined company, including unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations; and
◦certain restrictions during the pendency of the proposed transaction may impact our ability to pursue certain business opportunities or strategic transactions or otherwise operate our business.
•The residential real estate market is cyclical, and we are negatively impacted by downturns and disruptions in this market, including factors that impact homesale transaction volume (closed homesale sides times average homesale price), such as:
◦prolonged periods of a high mortgage rate and/or high inflation rate environment;
◦continued or accelerated reductions in housing affordability, whether at initial purchase or ongoing ownership cost;
◦insufficient or excessive home inventory levels by market or price point;
◦continued or accelerated declines, or the absence of significant increases, in the number of home sales;
◦stagnant or declining home prices; and
◦changes in consumer preferences in the U.S.;
•We are negatively impacted by adverse developments or the absence of sustained improvement in macroeconomic conditions (such as business, economic or political conditions) on a global, domestic or local basis, including those arising from actual or potential changes in trade policy or government shutdowns;
•Changes to industry rules or practices that prohibit, restrict or adversely alter policies, practices, rules or regulations governing the functioning of the residential real estate market (regardless of whether such changes are driven by regulatory action, litigation outcomes, or otherwise) could materially adversely affect our operations and financial results;
•Risks related to the impact of evolving competitive and consumer dynamics on both the Company and affiliated franchisees, whether driven by competitive or regulatory factors or other changes to industry rules or practices, which could include, but are not limited to:
◦meaningful decreases in the average homesale broker commission rate (including the average buy-side commission rate);
◦continued erosion of our share of the commission income generated by homesale transactions;
◦our ability (and the ability of affiliated joint ventures and franchisees) to compete against traditional and non-traditional competitors, including those that adapt more effectively, including by growing inorganically, to industry conditions and changes;
◦our ability to adapt our business to changing consumer preferences; and
◦further disruption in the residential real estate brokerage industry related to listing aggregator market power and concentration, including with respect to ancillary services;
•Our business and financial results may be materially and adversely impacted if we are unable to execute our business strategy, including if we are not successful in our efforts to:
◦recruit and retain productive independent sales agents and teams, and other agent-facing talent;
◦attract and retain franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives;
◦develop or procure products, services and technology that support our strategic initiatives;
◦successfully adopt and integrate artificial intelligence and similar technology into our products and services;
◦achieve or maintain cost savings and other benefits from our cost-saving initiatives;
◦generate a meaningful number of high-quality leads for independent sales agents and franchisees; and
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◦complete, integrate or realize the expected benefits of acquisitions and joint ventures;
•Adverse developments or resolutions in litigation, in particular large scale litigation, involving significant claims, such as class action antitrust litigation and litigation related to the Telephone Consumer Protection Act ("TCPA"), may materially harm our business, results of operations and financial condition;
•Our substantial indebtedness, alone or in combination with other factors, particularly heightened during industry downturns or broader recessions, could (i) adversely limit our operations, including our ability to grow our business whether organically or via acquisitions, (ii) adversely impact our liquidity including, but not limited to, with respect to our interest obligations and the negative covenant restrictions contained in our debt agreements and/or (iii) adversely impact our ability, and any actions we may take, to refinance, restructure or repay our indebtedness or incur additional indebtedness;
•The maturity date of the Revolving Credit Facility will spring forward from July 2027 to March 16, 2026 if we have not repurchased the remaining Exchangeable Senior Notes by such date (unless all Revolving Credit Facility lenders approve the modification or waiver of this provision);
•We may not be able to refinance or restructure our Revolving Credit Facility or other debt on terms as favorable as those of currently outstanding debt, or at all, including as a result of global and national macroeconomic factors and their impact on the credit and capital markets;
•An event of default under our material debt agreements would adversely affect our operations and our ability to satisfy obligations under our indebtedness;
•A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it more difficult for us to refinance or restructure our debt or obtain additional debt financing in the future;
•Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase;
•Our financial condition and/or results of operations may be adversely impacted by risks related to our business structure, including, but not limited to:
◦the operating results of affiliated franchisees and their ability to pay franchise and related fees;
◦continued consolidation among our top 250 franchisees;
◦challenges relating to the owners of the two brands we do not own;
◦the geographic and high-end market concentration of our company owned brokerages;
◦the loss of our largest real estate benefit program client or continued reduction in spending on relocation services;
◦the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor them;
◦our ability to continue to securitize certain of the relocation assets of Cartus;
◦our reliance on information technology to operate our business and maintain our competitiveness; and
◦the negligence or intentional actions of affiliated franchisees and their independent sales agents or independent sales agents engaged by our company owned brokerages, which are traditionally outside of our control;
•Risks related to legal and regulatory matters may cause us to incur increased costs and/or result in adverse financial, operational or reputational consequences to us, including but not limited to, our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing, including but not limited to: (1) antitrust laws and regulations, (2) the Real Estate Settlement Procedures Act ("RESPA") or other federal or state consumer protection or similar laws, (3) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (4) the TCPA and any related laws limiting solicitation of business, and (5) privacy or cybersecurity laws and regulations;
•We face reputational, business continuity and legal and financial risks associated with cybersecurity incidents;
•The weakening or unavailability of our intellectual property rights could adversely impact our business;
•Our goodwill and other long-lived assets are subject to further impairment which could negatively impact our earnings;
•We could be subject to significant losses if banks do not honor our escrow and trust deposits;
•Changes in accounting standards and management assumptions and estimates could have a negative impact on us;
•We face risks related to potential attrition among our senior executives or other key employees and related to our ability to develop our existing workforce and to recruit talent in order to advance our business strategies;
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•We face risks related to our Exchangeable Senior Notes and exchangeable note hedge and warrant transactions;
•We face risks related to severe weather events, natural disasters and other catastrophic events;
•Increasing scrutiny and changing expectations related to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks;
•Market forecasts and estimates, including our internal estimates, may prove to be inaccurate; and
•We face risks related to our common stock, including that price of our common stock may fluctuate significantly.
More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), particularly under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with any forward-looking statements that may be made by us and our businesses generally.
All forward-looking statements herein speak only as of the date of this Quarterly Report. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this Quarterly Report. For any forward-looking statement contained in this Quarterly Report, our public filings or other public statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Anywhere Real Estate Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Anywhere Real Estate Inc. and its subsidiaries (the "Company") as of September 30, 2025, and the related condensed consolidated statements of operations and of comprehensive (loss) income for the three-month and nine-month periods ended September 30, 2025 and 2024 and the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2025 and 2024, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of operations, of comprehensive loss, of equity and of cash flows for the year then ended (not presented herein), and in our report dated February 25, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 5, 2025
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of Anywhere Real Estate Group LLC
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Anywhere Real Estate Group LLC and its subsidiaries (the "Company") as of September 30, 2025, and the related condensed consolidated statements of operations and of comprehensive (loss) income for the three-month and nine-month periods ended September 30, 2025 and 2024 and the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2025 and 2024, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of operations, of comprehensive loss and of cash flows for the year then ended (not presented herein), and in our report dated February 25, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 5, 2025
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ANYWHERE REAL ESTATE INC. AND ANYWHERE REAL ESTATE GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gross commission income | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Commission and other agent-related costs | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
Former parent legacy (benefit) cost, net | ( | ( | |||||||||||||||||||||
Restructuring and merger-related costs, net | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Gain on the early extinguishment of debt | ( | ( | ( | ||||||||||||||||||||
Other income, net | ( | ( | ( | ||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
Income tax expense (benefit) | ( | ( | |||||||||||||||||||||
Equity in earnings of unconsolidated entities | ( | ( | ( | ( | |||||||||||||||||||
Net (loss) income | ( | ( | ( | ||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ||||||||||||||||||||||
Net (loss) income attributable to Anywhere and Anywhere Group | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
(Loss) earnings per share attributable to Anywhere shareholders: | |||||||||||||||||||||||
Basic (loss) earnings per share | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Diluted (loss) earnings per share | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Weighted average common and common equivalent shares of Anywhere outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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ANYWHERE REAL ESTATE INC. AND ANYWHERE REAL ESTATE GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In millions)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Currency translation adjustment | ( | ||||||||||||||||||||||
| Defined benefit pension plan—amortization of actuarial gain (loss) to periodic pension cost | |||||||||||||||||||||||
Other comprehensive income, before tax | |||||||||||||||||||||||
Income tax expense related to items of other comprehensive income amounts | |||||||||||||||||||||||
Other comprehensive income, net of tax | |||||||||||||||||||||||
Comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
Less: comprehensive income attributable to noncontrolling interests | ( | ||||||||||||||||||||||
Comprehensive (loss) income attributable to Anywhere and Anywhere Group | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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ANYWHERE REAL ESTATE INC. AND ANYWHERE REAL ESTATE GROUP LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Trade receivables (net of allowance for doubtful accounts of $ | |||||||||||
| Relocation receivables | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease assets, net | |||||||||||
| Goodwill | |||||||||||
| Trademarks | |||||||||||
| Franchise agreements, net | |||||||||||
| Other intangibles, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Securitization obligations | |||||||||||
| Current portion of long-term debt | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 6) | |||||||||||
| Equity: | |||||||||||
Anywhere preferred stock: $ | |||||||||||
Anywhere common stock: $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
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ANYWHERE REAL ESTATE INC. AND ANYWHERE REAL ESTATE GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Impairments | |||||||||||
| Amortization of deferred financing costs and debt premium | |||||||||||
| Gain on the early extinguishment of debt | ( | ( | |||||||||
Gain on the sale of businesses, investments or other assets, net | ( | ||||||||||
| Equity in earnings of unconsolidated entities | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Other adjustments to net loss | ( | ( | |||||||||
| Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Relocation receivables | ( | ( | |||||||||
| Other assets | |||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||||||||
| Dividends received from unconsolidated entities | |||||||||||
| Other, net | ( | ( | |||||||||
Net cash (used in) provided by operating activities | ( | ||||||||||
| Investing Activities | |||||||||||
| Property and equipment additions | ( | ( | |||||||||
| Net proceeds from the sale of businesses | |||||||||||
| Proceeds from the sale of investments in unconsolidated entities | |||||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Net change in Revolving Credit Facility | ( | ||||||||||
Repayment of Term Loan A Facility | ( | ||||||||||
| Proceeds from issuance of Senior Secured Second Lien Notes | |||||||||||
| Repurchases of Exchangeable Senior Notes | ( | ||||||||||
| Repurchases and redemption of Senior Notes | ( | ||||||||||
| Amortization payments on term loan facilities | ( | ||||||||||
| Net change in securitization obligations | |||||||||||
| Debt issuance costs | ( | ||||||||||
| Cash paid for fees associated with early extinguishment of debt | ( | ||||||||||
| Taxes paid related to net share settlement for stock-based compensation | ( | ( | |||||||||
Proceeds from sale of equity interest in certain title and escrow entities | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of changes in exchange rates on cash, cash equivalents and restricted cash | |||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information | |||||||||||
Interest payments (including securitization interest of $ | $ | $ | |||||||||
| Income tax (refunds) payments, net | ( | ||||||||||
See Notes to Condensed Consolidated Financial Statements.
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ANYWHERE REAL ESTATE INC. AND ANYWHERE REAL ESTATE GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions)
(Unaudited)
1. BASIS OF PRESENTATION
Anywhere Real Estate Inc. ("Anywhere" or the "Company") is a holding company for its consolidated subsidiaries including Anywhere Intermediate Holdings LLC ("Anywhere Intermediate") and Anywhere Real Estate Group LLC ("Anywhere Group") and its consolidated subsidiaries. Anywhere, through its subsidiaries, is a global provider of residential real estate services. Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the consolidated financial positions, results of operations, comprehensive (loss) income and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same.
The accompanying Condensed Consolidated Financial Statements include the financial statements of Anywhere and Anywhere Group. Anywhere's only asset is its investment in the common stock of Anywhere Intermediate, and Anywhere Intermediate's only asset is its investment in Anywhere Group. Anywhere's only obligations are its guarantees of certain borrowings and certain franchise obligations of Anywhere Group. All expenses incurred by Anywhere and Anywhere Intermediate are for the benefit of Anywhere Group and have been reflected in Anywhere Group's Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Anywhere and Anywhere Group's financial position as of September 30, 2025 and the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. The Consolidated Balance Sheet at December 31, 2024 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024.
The Company reports its operations in the following three business segments:
•Anywhere Brands ("Franchise Group")—franchises a portfolio of well-known, industry-leading franchise brokerage brands, including Better Homes and Gardens® Real Estate, Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA® and Sotheby's International Realty®. This segment also includes the Company's global relocation services operation through Cartus® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group").
•Anywhere Advisors ("Owned Brokerage Group")—operates a full-service real estate brokerage business under the Coldwell Banker®, Corcoran® and Sotheby’s International Realty® brand names in many of the largest metropolitan areas in the U.S. This segment also includes the Company's share of equity earnings or losses from the Company's minority-owned real estate auction joint venture.
•Anywhere Integrated Services ("Title Group")—provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, the Company's minority-owned mortgage origination joint venture, and from the Company's minority-owned title insurance underwriter joint venture.
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Merger Agreement
On September 22, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compass and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Compass ("Merger Sub"), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Compass. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock will be converted into the right to receive 1.436 fully paid and nonassessable shares of Compass class A common stock. If the Merger is consummated, the shares of the Company's common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions including, but not limited to, approval of the merger by the Company's stockholders, approval of the share issuance by Compass' stockholders and receipt of regulatory approvals.
The Merger Agreement contains termination rights for each of the Company and Compass, including, but not limited to, either party's right to terminate the Merger Agreement (a) if the Merger has not closed by September 22, 2026, subject to three automatic extensions of three months each if on each such date all of the closing conditions, except those relating to regulatory approvals have been satisfied or waived (as such date may be extended in accordance with the terms of the Merger Agreement, the "Outside Date"), (b) if there exists a final and nonappealable law or order prohibiting the Merger, (c) in the case of termination by Compass, if there is a failure to receive approval by our stockholders, or in the case of termination by us, if there is a failure to receive approval by stockholders of Compass, or (d) in the event of a material uncured breach by either party of its representations, warranties, covenants or other agreements under the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $200 million will be payable by the Company or Compass, as applicable. In addition, upon termination of the Merger Agreement because certain required regulatory clearances are not obtained before the Outside Date or if the Merger is permanently enjoined, Compass will be required to pay the Company a termination fee of $350 million.
The Merger Agreement also provides that either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement.
The Merger Agreement includes customary representations and warranties of both the Company, on the one hand, and Compass and Merger Sub, on the other hand, as well as customary covenants from the parties, including relating to the conduct of the Company’s and Compass’s respective businesses during the period between the execution of the Merger Agreement and the effective time of the Merger, among other matters.
On September 22, 2025, Robert L. Reffkin (Compass Chairman and CEO) and certain funds affiliated with Mr. Reffkin, who, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 29.6 % of the issued and outstanding voting power of Compass common stock, entered into a voting and support agreement with Compass and the Company, agreeing to, among other things, vote their shares in favor of issuing Compass shares for the Merger and to restrict transfers, subject to limited exceptions. Also on September 22, 2025, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 8.7 % of the issued and outstanding voting power of the common stock of the Company, entered into a voting and support agreement with the Company and Compass, agreeing to, among other things, vote their shares in favor of adopting the Merger Agreement and to restrict transfers, subject to limited exceptions.
Fair Value Measurements
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
| Level Input: | Input Definitions: | |||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | |||||||
Level II | Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. | |||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | |||||||
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The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate.
The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The following table summarizes fair value measurements by level at September 30, 2025 for assets and liabilities measured at fair value on a recurring basis:
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Deferred compensation plan assets (included in other non-current assets) | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | |||||||||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2024 for assets and liabilities measured at fair value on a recurring basis:
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Deferred compensation plan assets (included in other non-current assets) | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | |||||||||||||||||||||||
The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.
The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis:
| Level III | ||||||||
| Fair value of contingent consideration at December 31, 2024 | $ | |||||||
| Additions: contingent consideration related to acquisitions completed during the period | ||||||||
Reductions: payments of contingent consideration | ||||||||
| Changes in fair value (reflected in general and administrative expenses) | ||||||||
| Fair value of contingent consideration at September 30, 2025 | $ | |||||||
The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Debt | Principal Amount | Estimated Fair Value (a) | Principal Amount | Estimated Fair Value (a) | |||||||||||||||||||
| Revolving Credit Facility | $ | $ | $ | $ | |||||||||||||||||||
9.75% Senior Secured Second Lien Notes | |||||||||||||||||||||||
| 7.00% Senior Secured Second Lien Notes | |||||||||||||||||||||||
| 5.75% Senior Notes | |||||||||||||||||||||||
| 5.25% Senior Notes | |||||||||||||||||||||||
| 0.25% Exchangeable Senior Notes | |||||||||||||||||||||||
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(a)The fair value of the Company's indebtedness is categorized as Level II.
Equity Method Investments
At September 30, 2025, the Company had various equity method investments totaling $169 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments.
The Company recorded equity in earnings from its equity method investments as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Guaranteed Rate Affinity (a) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Title Insurance Underwriter Joint Venture (b) | ( | ( | |||||||||||||||||||||
Other equity method investments (c) | ( | ( | ( | ( | |||||||||||||||||||
Equity in earnings of unconsolidated entities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a)The Company's 49.9 % minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $56 million and $65 million at September 30, 2025 and December 31, 2024, respectively. The Company received $11 million in cash dividends from Guaranteed Rate Affinity during the nine months ended September 30, 2025.
(b)The Company's 22 % equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $73
(c)The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $40 million and $44 million at September 30, 2025 and December 31, 2024, respectively. The Company received $6 million in cash dividends from other equity method investments during the nine months ended September 30, 2025. The Company received $6 million of proceeds which resulted in a $2 million gain on the sale of an equity method investment during the nine months ended September 30, 2025.
Sale of Equity Interest in Certain Title and Escrow Entities
On April 1, 2025, the Company consummated the sale of preferred equity representing 10 % of the equity of entities containing the assets of certain of the Company's title and escrow entities (the "Preferred Equity") for an aggregate of $19 million to a subsidiary of the Title Insurance Underwriter Joint Venture. The purchaser also has a right to purchase the remaining 90 % of the outstanding equity of those entities at the same valuation until the third anniversary of sale date. The Company will have the right to repurchase the Preferred Equity after the third anniversary and until the fifth anniversary of the sale date for $19 million plus dividends accruing at the rate of 6 % per annum. After the fifth anniversary, if neither party has exercised their purchase right, the Company will be required to repurchase the Preferred Equity, thus creating a mandatorily redeemable financial instrument for the 10 % non-controlling interest. The mandatorily redeemable interest for $19 million is recorded in Other non-current liabilities in the Company's Condensed Consolidated Balance Sheets.
Income Taxes
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was zero and an expense of $2 million for the three months ended September 30, 2025 and 2024, respectively, and a benefit of $15
Revenue
Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows:
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| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Franchise Group | Owned Brokerage Group | Title Group | Corporate and Other | Total Company | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross commission income (a) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Service revenue (b) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Franchise fees (c) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (d) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Franchise Group | Owned Brokerage Group | Title Group | Corporate and Other | Total Company | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross commission income (a) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Service revenue (b) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Franchise fees (c) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (d) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction .
(b)Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.
(c)Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
(d)Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments.
The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period:
| Beginning Balance at January 1, 2025 | Additions during the period | Recognized as Revenue during the period | Ending Balance at September 30, 2025 | ||||||||||||||||||||
Franchise Group: | |||||||||||||||||||||||
| Deferred area development fees (a) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Deferred brand marketing fund fees (b) | ( | ||||||||||||||||||||||
| Deferred outsourcing management fees (c) | ( | ||||||||||||||||||||||
| Other deferred income related to revenue contracts | ( | ||||||||||||||||||||||
Total Franchise Group | ( | ||||||||||||||||||||||
Owned Brokerage Group: | |||||||||||||||||||||||
| Advanced commissions related to development business (d) | ( | ||||||||||||||||||||||
| Other deferred income related to revenue contracts | ( | ||||||||||||||||||||||
Total Owned Brokerage Group | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.
(b)Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group.
(c)The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually
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at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type.
(d)New development closings generally have a development period of between 18 and 24 months from contracted date to closing.
Allowance for Doubtful Accounts
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Supplemental Cash Flow Information
Significant non-cash transactions included finance lease and contract additions of $6 million and $4 million during the nine months ended September 30, 2025 and 2024, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.
Leases
The Company's lease obligations as of September 30, 2025 have not changed materially from the amounts reported in the 2024 Form 10-K.
Recently Issued Accounting Pronouncements
The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to have minimal impact on the Company's consolidated financial position or results of operations.
The FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" which revises Subtopic 350-40 by removing all references to software development project stages and amends the cost capitalization threshold by providing new guidance on how to evaluate whether a probable-to-complete recognition threshold has been met. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The transition method may be prospective, retrospective or modified prospective. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and disclosures.
The FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" which aims to enhance the transparency and usefulness of financial statements by requiring public business entities to provide more detailed disclosures about their expenses. The final ASU mandates new tabular disclosures that break down specific natural expense categories within relevant income statement captions, as well as disclosures about selling expenses. These categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. The new requirements are effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures.
The FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company has not adopted this standard early and is currently evaluating the impact of the new guidance on its financial statement disclosures.
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2. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment are as follows:
Franchise Group | Owned Brokerage Group | Title Group | Total Company | ||||||||||||||||||||
Goodwill (gross) at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Goodwill acquired | |||||||||||||||||||||||
| Goodwill reduction | |||||||||||||||||||||||
Goodwill (gross) at September 30, 2025 | |||||||||||||||||||||||
Accumulated impairment losses at December 31, 2024 | ( | ( | ( | ( | |||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
Accumulated impairment losses at September 30, 2025 (a) | ( | ( | ( | ( | |||||||||||||||||||
Goodwill (net) at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
(a)Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.
Intangible Assets
Intangible assets are as follows:
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Amortizable—Franchise agreements (a) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Indefinite life—Trademarks (b) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other Intangibles | |||||||||||||||||||||||||||||||||||
| Amortizable—License agreements (c) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Amortizable—Customer relationships (d) | |||||||||||||||||||||||||||||||||||
| Indefinite life—Title plant shares (e) | |||||||||||||||||||||||||||||||||||
| Amortizable—Other (f) | |||||||||||||||||||||||||||||||||||
| Total Other Intangibles | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a)Generally amortized over a period of 30 years.
(b)Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time.
(c)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).
(d)Relates to the customer relationships which are being amortized over a period of 10 to 20 years.
(e)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.
(f)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years.
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Intangible asset amortization expense is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Franchise agreements | $ | $ | $ | $ | |||||||||||||||||||
| License agreements | |||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Based on the Company’s amortizable intangible assets as of September 30, 2025, the Company expects related amortization expense for the remainder of 2025, the four succeeding years and thereafter to be approximately $22 million, $89 million, $74 million, $68 million, $68 million and $509 million, respectively.
3. OTHER CURRENT ASSETS AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Other current assets consisted of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Prepaid contracts and other prepaid expenses | $ | $ | |||||||||
| Prepaid agent incentives | |||||||||||
| Franchisee sales incentives | |||||||||||
Income tax receivables | |||||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
Accrued expenses and other current liabilities consisted of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Accrued payroll and related employee costs | $ | $ | |||||||||
| Advances from clients | |||||||||||
| Accrued volume incentives | |||||||||||
| Accrued commissions | |||||||||||
| Restructuring accruals | |||||||||||
| Deferred income | |||||||||||
| Accrued interest | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Due to former parent | |||||||||||
| Other | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
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4. SHORT AND LONG-TERM DEBT
Total indebtedness is as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
Revolving Credit Facility | $ | $ | |||||||||
9.75% Senior Secured Second Lien Notes | |||||||||||
| 7.00% Senior Secured Second Lien Notes | |||||||||||
| 5.75% Senior Notes | |||||||||||
| 5.25% Senior Notes | |||||||||||
| 0.25% Exchangeable Senior Notes | |||||||||||
| Total Short-Term & Long-Term Debt | $ | $ | |||||||||
| Securitization Obligations: | |||||||||||
| Apple Ridge Funding LLC | $ | $ | |||||||||
Indebtedness Table
As of September 30, 2025, the Company’s borrowing arrangements were as follows:
| Interest Rate | Expiration Date | Principal Amount | Unamortized Premium and Debt Issuance Costs | Net Amount | |||||||||||||||||||||||||
Revolving Credit Facility (a) | (b) | July 2027 (c) | $ | $ * | $ | ||||||||||||||||||||||||
Senior Secured Second Lien Notes (d) | April 2030 | ||||||||||||||||||||||||||||
Senior Secured Second Lien Notes | April 2030 | ||||||||||||||||||||||||||||
Senior Notes | January 2029 | ||||||||||||||||||||||||||||
Senior Notes | April 2030 | ||||||||||||||||||||||||||||
Exchangeable Senior Notes (d) | June 2026 | ||||||||||||||||||||||||||||
| Total Short-Term & Long-Term Debt | $ | $ | $ | ||||||||||||||||||||||||||
Securitization obligations: (e) | |||||||||||||||||||||||||||||
| Apple Ridge Funding LLC | January 2026 | $ | $ * | $ | |||||||||||||||||||||||||
*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.
(a)As of September 30, 2025, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of September 30, 2025, there were $415 million of outstanding borrowings under the Revolving Credit Facility and $30 million of outstanding undrawn letters of credit. The Merger Agreement includes customary covenants, including the following limits on outstanding borrowings under the Revolving Credit Facility: (i) $800 million from September 22, 2025 to May 31, 2026; (ii) $700 million from June 1, 2026 to December 31, 2026; (iii) $800 million from January 1, 2027 to March 31, 2027, and (iv) $700 million from April 1, 2027 to December 31, 2027. Under the Merger Agreement, Compass may consent to increases to these limits, and such consent shall not be unreasonably withheld, delayed, or conditioned. On November 3, 2025, the Company had $425 million of outstanding borrowings under the Revolving Credit Facility and $30 million of outstanding undrawn letters of credit.
(b)The interest rate with respect to revolving loans under the Revolving Credit Facility at September 30, 2025 is based on, at the Company's option, Term Secured Overnight Financing Rate ("SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR ") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75 % and the ABR margin was 0.75 % for the three months ended September 30, 2025.
(c)The maturity date of the Revolving Credit Facility is July 27, 2027; however, it may spring forward to March 16, 2026 if the Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026).
(d)See below under the header "Issuance of 9.75% Senior Secured Second Lien Notes due 2030 and Partial Repurchases of Exchangeable Senior Notes" for additional information related to the debt transactions during the second and third quarters of 2025.
(e)In May 2025, Anywhere Group entered into an amendment of the Apple Ridge Funding LLC securitization program that reduced the size of the facility to $180 million (from $200 million) and extended the securitization program until January 15, 2026. The Company is currently seeking to extend the program which may, upon mutual agreement of the parties, be extended to May 29, 2026. As of September 30, 2025, the Company had $180 million of borrowing capacity under the Apple Ridge Funding LLC securitization
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program with $180 million being utilized, leaving no available capacity. Any capacity in the future will be subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $246 million and $156 million of underlying relocation receivables and other related relocation assets at September 30, 2025 and December 31, 2024, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $3 8 million and $7 million for the nine months ended September 30, 2025 and 2024, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 6.8 % and 8.1 % for the nine months ended September 30, 2025 and 2024, respectively.
Maturities Table
As of September 30, 2025, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2025 and each of the next four years is as follows:
| Year | Amount | |||||||
Remaining 2025 (a) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
Issuance of 9.75% Senior Secured Second Lien Notes due 2030 and Partial Repurchases of Exchangeable Senior Notes
On June 26, 2025, Anywhere Group and Anywhere Co-Issuer Corp. (the "Co-Issuer") issued $500 million aggregate principal amount of 9.75 % Senior Secured Second Lien Notes. The Company used net proceeds from the issuance of the 9.75% Senior Secured Second Lien Notes to repurchase $345 million in aggregate principal amount of the Exchangeable Senior Notes for an aggregate cash payment of $339 million. The remaining net proceeds were used to repay a portion of outstanding borrowings under the Revolving Credit Facility in July 2025.
In connection with the repurchase of the Company’s Exchangeable Senior Notes during the second quarter of 2025, the Company terminated a proportional amount of the related exchangeable note hedge and warrant transactions. The terminated portions corresponded to the repurchased notes with approximately $58 million related to the Exchangeable Senior Notes hedges and $40 million related to the Exchangeable Senior Notes warrants, each representing approximately 86 % of the original instruments. The exchangeable note hedges and warrants were originally accounted for as equity-classified instruments with no subsequent remeasurement. Upon termination, the derecognition of the corresponding hedge and warrant components was recorded as a reclassification within additional paid-in capital, with no impact to net income or total equity. The Company incurred no cash cost to unwind the terminated portion of the hedges or warrants. This reflects the fact that the instruments were significantly out-of-the-money at the time of termination and held no residual value. The contractual termination was part of the coordinated exchangeable debt repurchase. The remaining portions of the hedge and warrant transactions, associated with the Exchangeable Senior Notes still outstanding as of June 30, 2025, remain in effect.
During the third quarter of 2025, we used cash on hand to repurchase $22 million of the Exchangeable Senior Notes for an aggregate cash payment of $22 million. Following the repurchases, approximately $36 million in aggregate principal amount of the Exchangeable Senior Notes remains outstanding.
The 9.75% Senior Secured Second Lien Notes mature on April 15, 2030 and interest is payable semiannually on April 15 and October 15 of each year, commencing October 15, 2025.
The 9.75% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Anywhere Intermediate and each domestic direct or indirect restricted subsidiary of Anywhere Group, other than certain excluded
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entities, that is a guarantor under its Senior Secured Credit Facility and certain of its outstanding debt securities. The 9.75% Senior Secured Second Lien Notes are also guaranteed by the Company on an unsecured senior subordinated basis. The 9.75% Senior Secured Second Lien Notes are secured by substantially the same collateral as Anywhere Group's existing first lien obligations under its Senior Secured Credit Facility on a second priority basis.
The indentures governing the 9.75% Senior Secured Second Lien Notes contain various covenants that limit the ability of the Issuer's and Anywhere Group's restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 7.00% Senior Secured Second Lien Notes, 5.75% Senior Notes and 5.25% Senior Notes, as described in Note 9, "Short and Long-Term Debt—Unsecured Notes" in Company's Annual Report on Form 10-K for the year ended December 31, 2024. At September 30, 2025, Anywhere Group was in compliance with the senior secured leverage ratio covenant.
Gain on the Early Extinguishment of Debt
During the nine months ended September 30, 2025, the Company recorded a gain on the early extinguishment of debt of $2 million as a result of the issuance of 9.75 % Senior Secured Second Lien Notes and repurchase of a portion of the Exchangeable Senior Notes.
During the nine months ended September 30, 2024, the Company recorded gains on the early extinguishment of debt totaling $7 million as a result of the repurchases of Unsecured Notes occurring in the third quarter of 2024.
5. RESTRUCTURING AND MERGER-RELATED COSTS
Restructuring and merger-related costs were $14 million and $38 million for the three and nine months ended September 30, 2025, respectively, and $6 million and $24 million for the three and nine months ended September 30, 2024, respectively.
The components of the restructuring and merger-related costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Merger-related costs (a) | $ | $ | $ | $ | |||||||||||||||||||
Restructuring costs: | |||||||||||||||||||||||
Personnel-related costs (b) | $ | $ | $ | $ | |||||||||||||||||||
Facility-related costs (c) | |||||||||||||||||||||||
Other (d) | |||||||||||||||||||||||
Total restructuring costs (e) | $ | $ | $ | $ | |||||||||||||||||||
Total restructuring and merger-related costs | $ | $ | $ | $ | |||||||||||||||||||
(a)Merger-related expenses incurred in connection with the pending Merger with Compass are included in the line item “Restructuring and merger-related costs, net” in the Condensed Consolidated Statements of Operations. These costs primarily consist of legal, advisory, accounting and other professional service fees and are expensed as incurred. Such costs are considered period expenses and are not included in the purchase consideration under ASC Topic 805.
(b)Personnel-related costs consist of severance costs provided to employees who have been terminated.
(c)Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.
(d)Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily recorded at Corporate.
(e)Restructuring costs for the three months ended September 30, 2025 include $6 million of expense related to Reimagine25 and $3 million of expense related to prior restructuring plans. Restructuring costs for the three months ended September 30, 2024 include $6 million of expense related to prior restructuring plans.
Restructuring costs for the nine months ended September 30, 2025 include $25 million of expense related to Reimagine25 and $8 million of expense related to prior restructuring plans. Restructuring costs for the nine months ended September 30, 2024 include $24 million of expense related to prior restructuring plans.
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Reimagine25: Strategic Transformation Initiative
In 2025, the Company launched Reimagine25 to transform how it operates as a Company. The initial phase of this initiative focuses on reimagining its branch operating model, improving product and technology infrastructure, optimizing leads management, streamlining finance processes, and enhancing procurement. These efforts are designed to simplify, integrate, and digitize operations, leveraging advanced technologies such as generative artificial intelligence to provide better solutions at a lower cost. As part of Reimagine25, the Company will incur restructuring costs associated with the implementation of these transformative changes. As the Company's transformation progresses, it may further expand the Reimagine25 focus areas to encompass additional aspects of the business.
The following is a reconciliation of the beginning and ending reserve balances related to Reimagine25:
| Personnel-related costs | Facility-related costs | Other | Total | ||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
Restructuring charges (a) | |||||||||||||||||||||||
| Costs paid or otherwise settled | ( | ( | ( | ( | |||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
(a)In addition, the Company incurred $3 million of facility-related costs for lease asset impairments in connection with Reimagine25 during the nine months ended September 30, 2025.
The following table shows the total costs currently expected to be incurred by type of cost related to Reimagine25:
| Total amount expected to be incurred | Amount incurred to date | Total amount remaining to be incurred | |||||||||||||||
| Personnel-related costs | $ | $ | $ | ||||||||||||||
| Facility-related costs | |||||||||||||||||
Other costs | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The following table shows the total costs currently expected to be incurred by reportable segment and Corporate and Other related to Reimagine25:
| Total amount expected to be incurred | Amount incurred to date | Total amount remaining to be incurred | |||||||||||||||
| Franchise Group | $ | $ | $ | ||||||||||||||
| Owned Brokerage Group | |||||||||||||||||
| Title Group | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Prior Restructuring Plans
The Company has prior restructuring plans related to previous operational efficiency initiatives and transformation of the Company's corporate headquarters. At December 31, 2024, the remaining liability related to prior restructuring plans was $17 million. During the nine months ended September 30, 2025, the Company incurred $8 million of costs and paid or settled $16 million of costs resulting in a remaining accrual of $9 million at September 30, 2025.
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6. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in various claims, legal proceedings, alternative dispute resolution and governmental inquiries or regulatory actions, including the matters described below.
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. Even cases brought by us can involve counterclaims asserted against us and even in matters in which we are not a named party, regulatory investigations and other litigation can have significant implications for the Company, particularly to the extent that changes in industry rules and practices can directly impact us. In addition, litigation and other legal matters, including class action lawsuits, multi-party litigation and regulatory proceedings challenging practices that have broad impact, can be costly to defend and, depending on the class size and claims, could be costly to settle. Certain types of claims, such as RESPA and antitrust laws, generally provide for joint and several liability and treble damages. Insurance coverage may be unavailable for certain types of claims (including antitrust and TCPA litigation), insurance carriers may dispute coverage, and even where coverage is provided, it may not cover the full amount of losses the Company incurs.
The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters when it is both probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. Where the reasonable estimate of the probable loss is a range, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range if there is no "most likely" estimate. For other litigation, management is unable to provide a meaningful estimate of the possible loss or range of possible losses that could potentially result from such litigation.
The captioned matters described herein cover evolving, complex litigation and the Company assesses its accruals on an ongoing basis taking into account the procedural stage and developments in the litigation. The Company could incur charges or judgments or enter into settlements of claims, based upon future events or developments, with liabilities that are materially in excess of amounts accrued and these judgments or settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. As such, an increase in accruals for one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.
From time to time, even if the Company believes it has substantial defenses, it may consider litigation settlements based on a variety of circumstances.
The Company expensed $10 million in the third quarter of 2024 in connection with litigation contingencies related to the industry-wide antitrust lawsuits and class action lawsuits.
All of these matters are presented as currently captioned, but Realogy Holdings Corp. has been renamed Anywhere Real Estate Inc.
Antitrust Litigation
The three bulleted cases directly below are class actions covering sellers of homes utilizing a broker during the class period that challenge residential real estate industry rules and practices that require an offer of compensation and payment of buyer-broker commissions and certain alleged associated practices:
•Burnett, Hendrickson, Breit, Trupiano, and Keel v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri) (formerly captioned as Sitzer);
•Moehrl, Cole, Darnell, Ramey, Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois); and
•Nosalek, Hirschorn and Hirschorn v. MLS Property Information Network, Inc., Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the District of Massachusetts).
In October 2023, the Company agreed to a settlement, on a nationwide basis, of all claims asserted or that could have been asserted against Anywhere in the Burnett, Moehrl and Nosalek cases, including claims asserted on behalf of home sellers in similar matters (the “Anywhere Settlement”) and the court granted final approval of the Anywhere Settlement on May 9, 2024. The final approval has been appealed by several parties, including a plaintiff class member from the Batton buy-side
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case (described below), specifically claiming that the release in the Anywhere Settlement should not release any buy-side claims that sellers may also have.
The Anywhere Settlement releases the Company, all subsidiaries, brands, affiliated agents, and franchisees from all claims that were or could have been asserted by all persons who sold a home that was listed on a multiple listing service anywhere in the United States where a commission was paid to any brokerage in connection with the sale of the home in the relevant class period. The Anywhere Settlement is not an admission of liability, nor does it concede or validate any of the claims asserted against Anywhere.
Under the terms of the nationwide Anywhere Settlement, Anywhere has agreed to injunctive relief as well as monetary relief of $83.5 million, of which $30 million has been paid and the remaining $53.5 million will be due within 21 business days after all appellate rights are exhausted. While the timing of this payment is uncertain, the Company currently expects the payment to occur in 2026.
The Anywhere Settlement includes injunctive relief for a period of five years, requiring practice changes in the Company-owned brokerage operations and that the Company recommend and encourage these same practice changes to its independently owned and operated franchise network. The injunctive relief, includes but is not limited to, reminding Company-owned brokerages, franchisees and their respective agents that Anywhere has no rule requiring offers of compensation to buyer brokers; prohibiting Company-owned brokerages (and recommending to franchisees) and agents from using technology (or manually) to sort listings by offers of compensation, unless requested by the client; eliminating any minimum client commission for Company-owned brokerages; and refraining from adopting any requirement that Company-owned brokerages, franchisees or their respective agents belong to the National Association of Realtors (“NAR”) or follow NAR’s Code of Ethics or MLS handbook. The practice changes are to take place no later than six months after the Anywhere Settlement receives final court approval and all appellate rights are exhausted.
In addition, since late October 2023, dozens of copycat additional lawsuits with similar or related claims have been filed against various real estate brokerages, NAR, MLSs, and/or state and local Realtor associations, about a third of which name Anywhere, its subsidiaries or franchisees. In those cases, plaintiffs have generally either agreed to dismiss or stay the actions against Anywhere, its subsidiaries or franchisees pending the conclusion of the appeals of the trial court's grant of final approval of the Anywhere Settlement.
Separately, a putative nationwide class action on behalf of home buyers (instead of sellers) captioned Batton, Bolton, Brace, Kim, James, Mullis, Bisbicos and Parsons v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois Eastern Division) was filed on January 25, 2021 ("Batton", formerly captioned as Leeder), in which the plaintiffs take issue with certain NAR policies, including those related to buyer-broker compensation at issue in the Moehrl, Burnett and Nosalek matters, but claim the alleged conspiracy has harmed buyers (instead of sellers), and seek a permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. The only claims remaining outstanding are state law claims. The Company's motion to dismiss has been denied. The Company disputes the allegations against it in this case, believes it has substantial defenses to plaintiffs’ claims, and is vigorously defending this litigation. In addition to these substantial defenses, the final approval of the Anywhere Settlement has limited the size of the Batton case because the settling plaintiffs are releasing claims of the type alleged in Batton. As noted above, the named plaintiffs in the Batton case have filed an appeal of the final approval of the Anywhere Settlement, objecting to the release of buy-side claims in that settlement. On September 22, 2025, the Batton plaintiffs moved for class certification to include all buyers (including buyers that sold during the release period of the Anywhere Settlement) and on November 4, 2025, the court declined to proceed with the class certification motion as filed, ordering the parties to confer on whether to stay class certification briefing or require plaintiffs to refile with a narrowed class definition, reserving the right to decide if they cannot agree.
Homie Technology v. National Association of Realtors, et al. (U.S. District Court for the District of Utah). On August 22, 2024, Homie Technology filed a complaint against NAR, the Company, several other real estate brokerages and franchisors and an MLS, seeking damages and injunctive relief, alleging that the defendants had conspired to exclude Homie and other new market entrants from the market for real estate brokerage services. The alleged conspiracy includes creating a market structure that facilitates boycotts of new entrants, including through the implementation and enforcement of NAR rules governing the operation of MLSs, which Homie claims to be exclusionary. Homie asserts violations of federal and state antitrust laws along with a common law claim of economic harm. The Company's motion to dismiss was granted and the action was dismissed with prejudice by the court on July 15, 2025. Homie filed a notice of appeal of the dismissal on August 7, 2025.
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McFall v. Canadian Real Estate Association, et al., Federal Court, Canada, Court File No. T-119-24. In this putative class action, filed on January 18, 2024, plaintiff alleges that Coldwell Banker Canada, amongst other brokers, franchisors, Regional Real Estate Boards and the Canadian Real Estate Board conspired to fix the price of buyer brokerage services in violation of civil and criminal statutes. On March 14, 2024, the Court entered an order functionally staying the matter pending further order of the court. We believe the court will reexamine this order upon conclusion of the appeal in a previously filed matter involving similar allegations but different parties.
Telephone Consumer Protection Act Litigation
Bumpus, et al. v. Realogy Holdings Corp., et al. (U.S. District Court for the Northern District of California, San Francisco Division). In this class action filed on June 11, 2019, plaintiffs allege that independent sales agents affiliated with Anywhere Advisors LLC violated the Telephone Consumer Protection Act of 1991 (TCPA) using dialers provided by Mojo Dialing Solutions, LLC and others. Plaintiffs seek relief on behalf of a National Do Not Call Registry class, an Internal Do Not Call class, and an Artificial or Prerecorded Message class.
In January 2025, the Company entered into a settlement of the case pursuant to which it will pay $20 million ($19 million remaining), subject to final approval by the court. The court granted preliminary approval of the settlement on March 10, 2025, subject to the terms and conditions of the court’s order. The final approval hearing for the settlement (originally set for August 28, 2025) is scheduled for January 15, 2026.
* * *
Cendant Corporate Liabilities and Legacy Tax Matter
Anywhere Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies—one for each of Cendant's business units—real estate services (Anywhere Group, formerly referred to as Realogy Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Anywhere Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Anywhere Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Anywhere Group has assumed 62.5 % and Wyndham Worldwide has assumed 37.5 % of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant. The due to former parent balance was $1 million at September 30, 2025 and $40 million at December 31, 2024. The due to former parent balance at December 31, 2024 was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations.
In December 2022, a hearing was held with the California Office of Tax Appeals ("OTA") on a Cendant legacy tax matter involving Avis Budget Group that related to a 1999 transaction. The case presented two issues: (i) whether the notices of proposed assessment issued by the California Franchise Tax Board were barred by the statute of limitations; and (ii) whether a transaction undertaken by Avis Budget Group in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code. In March 2023, the OTA decided in favor of the California Franchise Tax Board on both issues. On April 10, 2024, the Company's petition for rehearing was denied by the OTA. In May 2025, the Company paid $41 million, representing its portion of this legacy tax matter, which it intends to appeal.
Tax Matters
The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain.
Escrow and Trust Deposits
As a service to its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250,000 .
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These escrow and trust deposits totaled approximately $714 million at September 30, 2025 and while these deposits are not assets of the Company (and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets), the Company remains contingently liable for the disposition of these deposits.
7. EQUITY
Condensed Consolidated Statement of Changes in Equity for Anywhere
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of shares for vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net (loss) income | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Settlement of Exchangeable Senior Notes hedges and warrants | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of shares for vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes on equity awards | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of shares for vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes on equity awards | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Dividends | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
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Condensed Consolidated Statement of Changes in Equity for Anywhere Group
The Company has not included a statement of changes in equity for Anywhere Group as the operating results of Anywhere Group are consistent with the operating results of Anywhere as all revenue and expenses of Anywhere Group flow up to Anywhere and there are no incremental activities at the Anywhere level. The only difference between Anywhere Group and Anywhere is that the $1 million in par value of common stock in Anywhere's equity is included in additional paid-in capital in Anywhere Group's equity.
Stock Repurchases
The Company may repurchase shares of its common stock under authorizations from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the condensed consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares.
The Company's Board of Directors authorized a share repurchase program of up to $300 million of the Company's common stock in February 2022. The Company has not repurchased any shares under the share repurchase programs since 2022. As of September 30, 2025, $203 million remained available for repurchase under the share repurchase program. The Company is subject to limitations on share repurchases, which include compliance with the terms of our debt agreements.
Stock-Based Compensation
Effective February 28, 2025, the Board approved the Third Amended and Restated Anywhere Real Estate Inc. 2018 Long-Term Incentive Plan (the "Third A&R 2018 LTIP") which was approved by stockholders at the May 7, 2025 Annual Meeting, increasing the number of shares reserved under the plan by 6 million.
During the first quarter of 2025, the Company granted (i) 2.2 million restricted stock units with a grant date fair value of $3.47 per unit and (ii) 0.4 million performance share units ("PSU") with a grant date fair value of $3.64 per unit under the second segment of the 2024 PSU award. Upon stockholder approval of the Third A&R 2018 LTIP in May 2025, the Company (i) awarded 2.2 million PSUs under the 2025 PSU award and (ii) granted 0.7 million PSUs with a grant date fair value of $4.02 per unit under the first segment of the 2025 PSU award.
Both the 2024 and 2025 PSU awards will be earned based on the average achievement of three equally-weighted and annually-established free cash flow goals, with payouts subject to modification based on the Company's relative performance against its compensation peer group, as measured at the end of the three-year performance period, with the performance of the Company's direct real estate competitors weighted twice.
Long-term Incentive Cash Awards
The Company grants cash-settled awards to certain employees which include performance and time-vested awards. Performance awards generally vest based upon achievement against pre-established goals over a performance period and are generally paid in cash during the first quarter of the year after the end of the applicable performance period. Time-vested awards are primarily marked-to-market each period based on the Company’s stock price and typically vest over years with 33.33 % vesting on each anniversary of the grant date. Compensation expense related to these awards was $28 million and $12 million for the three months ended September 30, 2025 and 2024, respectively, and $42 million and $18 million for the nine months ended September 30, 2025 and 2024, respectively.
8. EARNINGS (LOSS) PER SHARE
Earnings (loss) per share attributable to Anywhere
Basic earnings (loss) per common share is computed based on net income (loss) attributable to Anywhere stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed consistently with the basic computation plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that the Company could be obligated to issue from its outstanding stock-based compensation awards. For purposes of computing diluted earnings (loss) per common share, weighted average common shares do not include potentially dilutive common shares if their effect is anti-dilutive. As such, the shares that the Company could be obligated to issue from its stock options are excluded from the earnings (loss) per share calculation if the exercise price exceeds the average market price of common shares. The Company uses the treasury stock method to calculate the dilutive effect of outstanding stock-based compensation.
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The following table sets forth the computation of basic and diluted (loss) earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net (loss) income attributable to Anywhere shareholders | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average common shares outstanding (denominator for basic (loss) earnings per share calculation) | |||||||||||||||||||||||
Dilutive effect of stock-based compensation awards (a) (b) | |||||||||||||||||||||||
Weighted average common shares outstanding (denominator for diluted (loss) earnings per share calculation) | |||||||||||||||||||||||
(Loss) earnings per share attributable to Anywhere shareholders: | |||||||||||||||||||||||
Basic (loss) earnings per share | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Diluted (loss) earnings per share | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
(a)The Company was in a net loss position for the three months ended September 30, 2025 and both the nine months ended September 30, 2025 and 2024, and therefore, the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive.
(b)The three months ended September 30, 2024 exclude 7.1 million shares of common stock, respectively, issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation.
9. SEGMENT INFORMATION
The reportable segments presented represent those for which the Company maintains separate financial information regularly provided to and reviewed by its chief operating decision maker ("CODM") for performance assessment and resource allocation. The Company's CODM is the . The classification of reportable segments also considers the distinctive nature of services offered by each segment as follows:
•Franchise Group is comprised of the Company's franchise business which franchises a portfolio of well-known, industry-leading franchise brokerage brands and also includes the Company's global relocation services operation and lead generation activities.
•Owned Brokerage Group operates a full-service real estate brokerage business and also includes the Company's share of equity earnings or losses from its minority-owned real estate auction joint venture.
•Title Group provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, its minority-owned mortgage origination joint venture, and from its minority-owned title insurance underwriter joint venture.
Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include non-cash stock-based compensation, restructuring and merger-related costs, impairments, former parent legacy items, legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits, gains or losses on the early extinguishment of debt, impairments, and gains or losses on discontinued operations or the sale of businesses, investments, or other assets.
Set forth in the tables below are Segment net revenues and a reconciliation to Total consolidated net revenues and Segment operating EBITDA and a reconciliation to Net (loss) income attributable to Anywhere and Anywhere Group before income taxes for the three and nine months ended September 30, 2025 and 2024:
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Franchise Group | Owned Brokerage Group | Title Group | Totals | ||||||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues (a) | |||||||||||||||||||||||
| Segment net revenues | |||||||||||||||||||||||
Reconciliation of Segment net revenues to Total consolidated net revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues (a) | ( | ||||||||||||||||||||||
| Total consolidated net revenues | |||||||||||||||||||||||
Less (b): | |||||||||||||||||||||||
| Commission and other agent-related costs | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
General and administrative (c) | |||||||||||||||||||||||
Equity in earnings | ( | ( | ( | ||||||||||||||||||||
Other segment items (d) | |||||||||||||||||||||||
Segment operating EBITDA | ( | ( | |||||||||||||||||||||
Reconciliation of Segment operating EBITDA to Net loss attributable to Anywhere and Anywhere Group before income taxes | |||||||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
Former parent legacy cost (benefit), net | |||||||||||||||||||||||
Loss (gain) on the early extinguishment of debt | |||||||||||||||||||||||
| Other corporate expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||
Restructuring and merger-related costs, net (e) | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
Legal contingencies | |||||||||||||||||||||||
Gain on the sale of businesses, investments or other assets, net | ( | ||||||||||||||||||||||
Net loss attributable to Anywhere and Anywhere Group before income taxes | $ | ( | |||||||||||||||||||||
(a)Intersegment revenues include intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group and are eliminated in consolidation.
(b)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
(c)General and administrative expenses exclude non-cash stock-based compensation.
(d)Other segment items include Net income (loss) attributable to noncontrolling interests and other non-operating items. Amounts are immaterial to each segment.
(e)Merger-related costs include $5 million of transaction-related expenses incurred in connection with the pending Merger with Compass which primarily consist of legal, advisory, accounting and other professional service fees.
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| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Franchise Group | Owned Brokerage Group | Title Group | Totals | ||||||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues (a) | |||||||||||||||||||||||
| Segment net revenues | |||||||||||||||||||||||
Reconciliation of Segment net revenues to Total consolidated net revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues (a) | ( | ||||||||||||||||||||||
| Total consolidated net revenues | |||||||||||||||||||||||
Less (b): | |||||||||||||||||||||||
| Commission and other agent-related costs | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
General and administrative (c) | |||||||||||||||||||||||
Equity in earnings | ( | ( | ( | ||||||||||||||||||||
Other segment items (d) | ( | ||||||||||||||||||||||
Segment operating EBITDA | ( | ||||||||||||||||||||||
Reconciliation of Segment operating EBITDA to Net income attributable to Anywhere and Anywhere Group before income taxes | |||||||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
Former parent legacy benefit, net | ( | ||||||||||||||||||||||
Gain on the early extinguishment of debt | ( | ||||||||||||||||||||||
| Other corporate expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
Restructuring costs, net | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
| Legal contingencies | |||||||||||||||||||||||
Loss (gain) on the sale of businesses, investments or other assets, net | |||||||||||||||||||||||
Net income attributable to Anywhere and Anywhere Group before income taxes | $ | ||||||||||||||||||||||
(a)Intersegment revenues include intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group and are eliminated in consolidation.
(b)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
(c)General and administrative expenses exclude non-cash stock-based compensation.
(d)Other segment items include Net income (loss) attributable to noncontrolling interests and other non-operating items. Amounts are immaterial to each segment.
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| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Franchise Group | Owned Brokerage Group | Title Group | Totals | ||||||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues (a) | |||||||||||||||||||||||
| Segment net revenues | |||||||||||||||||||||||
Reconciliation of Segment net revenues to Total consolidated net revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues (a) | ( | ||||||||||||||||||||||
| Total consolidated net revenues | |||||||||||||||||||||||
Less (b): | |||||||||||||||||||||||
| Commission and other agent-related costs | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
General and administrative (c) | |||||||||||||||||||||||
Equity in earnings | ( | ( | ( | ||||||||||||||||||||
Other segment items (d) | ( | ||||||||||||||||||||||
Segment operating EBITDA | ( | ( | |||||||||||||||||||||
Reconciliation of Segment operating EBITDA to Net loss attributable to Anywhere and Anywhere Group before income taxes | |||||||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
Former parent legacy benefit, net | ( | ||||||||||||||||||||||
Gain on the early extinguishment of debt | ( | ||||||||||||||||||||||
| Other corporate expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||
Restructuring and merger-related costs, net (e) | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
Legal contingencies | |||||||||||||||||||||||
Gain on the sale of businesses, investments or other assets, net | ( | ||||||||||||||||||||||
Net loss attributable to Anywhere and Anywhere Group before income taxes | $ | ( | |||||||||||||||||||||
(a)Intersegment revenues include intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group and are eliminated in consolidation.
(b)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
(c)General and administrative expenses exclude non-cash stock-based compensation.
(d)Other segment items include Net income (loss) attributable to noncontrolling interests and other non-operating items. Amounts are immaterial to each segment.
(e)Merger-related costs include $5 million of transaction-related expenses incurred in connection with the pending Merger with Compass which primarily consist of legal, advisory, accounting and other professional service fees.
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| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Franchise Group | Owned Brokerage Group | Title Group | Totals | ||||||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues (a) | |||||||||||||||||||||||
| Segment net revenues | |||||||||||||||||||||||
Reconciliation of Segment net revenues to Total consolidated net revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues (a) | ( | ||||||||||||||||||||||
| Total consolidated net revenues | |||||||||||||||||||||||
Less (b): | |||||||||||||||||||||||
| Commission and other agent-related costs | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
General and administrative (c) | |||||||||||||||||||||||
Equity in earnings | ( | ( | ( | ||||||||||||||||||||
Other segment items (d) | ( | ( | |||||||||||||||||||||
Segment operating EBITDA | ( | ( | |||||||||||||||||||||
Reconciliation of Segment operating EBITDA to Net loss attributable to Anywhere and Anywhere Group before income taxes | |||||||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
| Former parent legacy cost, net | |||||||||||||||||||||||
Gain on the early extinguishment of debt | ( | ||||||||||||||||||||||
| Other corporate expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
Restructuring costs, net | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
| Legal contingencies | |||||||||||||||||||||||
Loss (gain) on the sale of businesses, investments or other assets, net | |||||||||||||||||||||||
Net loss attributable to Anywhere and Anywhere Group before income taxes | $ | ( | |||||||||||||||||||||
(a)Intersegment revenues include intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group and are eliminated in consolidation.
(b)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
(c)General and administrative expenses exclude non-cash stock-based compensation.
(d)Other segment items include Net income (loss) attributable to noncontrolling interests and other non-operating items. Amounts are immaterial to each segment.
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Reconciliations of reportable segment assets and other significant items to consolidated totals:
| Franchise Group | Owned Brokerage Group | Title Group | Segment Total | Unallocated Corporate Amounts | Consolidated Total | ||||||||||||||||||||||||||||||
| As of September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Investment in equity method investees | |||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||
Total assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Investment in equity method investees | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying notes thereto included elsewhere herein and with our Consolidated Financial Statements and accompanying notes included in the 2024 Form 10-K. Unless otherwise noted, all dollar amounts in tables are in millions. Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the condensed consolidated financial positions, results of operations and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same. This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, contains forward-looking statements. See "Forward-Looking Statements" in this Quarterly Report as well as our 2024 Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ materially from those contained in any forward-looking statements.
OVERVIEW
We, through our subsidiaries, are a global provider of residential real estate services and report our operations in the following three business segments:
•Anywhere Brands ("Franchise Group")—franchises a portfolio of well-known, industry-leading franchise brokerage brands, including Better Homes and Gardens® Real Estate, Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA® and Sotheby's International Realty®. As of September 30, 2025, our real estate franchise systems and proprietary brands had approximately 301,000 independent sales agents worldwide, including approximately 173,500 independent sales agents operating in the U.S. (which included approximately 50,800 company owned brokerage independent sales agents). As of September 30, 2025, our real estate franchise systems and proprietary brands had approximately 17,600 offices worldwide in 120 countries and territories, including approximately 5,200 brokerage offices in the U.S. (which included approximately 560 company owned brokerage offices). This segment also includes our global relocation services operation through Cartus® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group").
•Anywhere Advisors ("Owned Brokerage Group")—operates a full-service real estate brokerage business with approximately 560 owned and operated brokerage offices with approximately 50,800 independent sales agents under the Coldwell Banker®, Corcoran® and Sotheby’s International Realty® brand names in many of the largest metropolitan areas in the U.S. This segment also includes our share of equity earnings or losses from our minority-owned real estate auction joint venture.
•Anywhere Integrated Services ("Title Group")—provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, our minority-owned mortgage origination joint venture, and from our minority-owned title insurance underwriter joint venture.
Our technology and data organization is dedicated to providing innovative technology products and solutions that support the productivity and success of Anywhere’s businesses, brands, brokers, agents, and consumers.
RECENT DEVELOPMENTS
Merger Agreement
On September 22, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compass and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Compass ("Merger Sub"), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Compass. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock will be converted into the right to receive 1.436 fully paid and nonassessable shares of Compass class A common stock. If the Merger is consummated, the shares of the Company's common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions including, but not limited to, approval of the merger by the Company's stockholders, approval of the share issuance by Compass' stockholders and receipt of regulatory approvals.
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The Merger Agreement contains termination rights for each of the Company and Compass, including, but not limited to, either party's right to terminate the Merger Agreement (a) if the Merger has not closed by September 22, 2026, subject to three automatic extensions of three months each if on each such date all of the closing conditions, except those relating to regulatory approvals have been satisfied or waived (as such date may be extended in accordance with the terms of the Merger Agreement, the "Outside Date"), (b) if there exists a final and nonappealable law or order prohibiting the Merger, (c) in the case of termination by Compass, if there is a failure to receive approval by our stockholders, or in the case of termination by us, if there is a failure to receive approval by stockholders of Compass, or (d) in the event of a material uncured breach by either party of its representations, warranties, covenants or other agreements under the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $200 million will be payable by the Company or Compass, as applicable. In addition, upon termination of the Merger Agreement because certain required regulatory clearances are not obtained before the Outside Date or if the Merger is permanently enjoined, Compass will be required to pay the Company a termination fee of $350 million.
The Merger Agreement also provides that either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement.
The Merger Agreement includes customary representations and warranties of both the Company, on the one hand, and Compass and Merger Sub, on the other hand, as well as customary covenants from the parties, including relating to the conduct of the Company’s and Compass’s respective businesses during the period between the execution of the Merger Agreement and the effective time of the Merger, among other matters.
On September 22, 2025, Robert L. Reffkin (Compass Chairman and CEO) and certain funds affiliated with Mr. Reffkin, who, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 29.6% of the issued and outstanding voting power of Compass common stock, entered into a voting and support agreement with Compass and the Company, agreeing to, among other things, vote their shares in favor of issuing Compass shares for the Merger and to restrict transfers, subject to limited exceptions. Also on September 22, 2025, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 8.7% of the issued and outstanding voting power of the common stock of the Company, entered into a voting and support agreement with the Company and Compass, agreeing to, among other things vote their shares in favor of adopting the Merger Agreement and to restrict transfers, subject to limited exceptions.
See Part II, "Item 1A. Risk Factors" for a discussion of risks related to the Merger.
CURRENT BUSINESS AND INDUSTRY TRENDS
Housing affordability concerns, inventory constraints and high mortgage rates, combined with broader macroeconomic uncertainty, including geopolitical instability, shifting trade dynamics, and declining consumer confidence, have continued to contribute to a challenging operating environment during 2025.
For the three months ended September 30, 2025, Franchise Group saw a 7% increase in volume, calculated as the number of closed homesale sides multiplied by the average homesale price, and Owned Brokerage Group experienced a 6% increase in volume, both as compared to the same period in prior year. The number of closed homesale sides for Franchise Group increased 2% and the average homesale price increased 5% for the three months ended September 30, 2025 as compared to the same period in 2024. Similarly, Owned Brokerage Group reported a 2% increase in closed homesale sides and the average homesale price increased 5% for the three months ended September 30, 2025 as compared to the same period in 2024.
For the nine months ended September 30, 2025, Franchise Group saw a 4% increase in volume and Owned Brokerage Group experienced a 5% increase in volume, both as compared to the same period in prior year. The positive volume in the first nine months of 2025 was driven entirely by price at both Franchise Group and Owned Brokerage Group. Specifically, the number of closed homesale sides for Franchise Group decreased by 2% in the first nine months of 2025 as compared to the same period in 2024, while the average homesale price increased by 6%. Similarly, Owned Brokerage Group reported a 1% decrease in closed homesale sides in the first nine months of 2025 as compared to the same period in 2024, while the average homesale price increased 6%.
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The graphic below shows the percentage change in combined volume for the Company by quarter for 2024 and 2025 as compared with the same period in the prior year, demonstrating that volume growth has been driven almost entirely by increasing average homesale price:
For the first nine months of 2025, as of the most recent release, NAR reported that existing homesale transactions were flat as compared to the same period in 2024. Fannie Mae, as of their most recently released forecast, is forecasting existing homesale transactions in 2025 compared to full year 2024 to remain flat at 4.1 million. The MD&A included in our 2024 Form 10-K includes further details about the macroeconomic and competitive factors impacting our business.
Interest Rates. After holding rates steady since December 2024, the U.S. Federal Reserve Board lowered the target federal funds rate by 25 basis points at each of its September and October 2025 meetings, bringing the target federal funds rate to a range of 3.75% to 4.00%.
Mortgage Rates. Freddie Mac's data shows that the U.S weekly average rate for a 30-year conventional fixed-rate mortgage was 6.30% as of September 25, 2025 and 6.17% as of October 30, 2025. While recent rates have settled near their lowest level in about a year, they remain well above the ten-year average mortgage rate of 3.78% that preceded the commencement of actions intended to control inflation by the Federal Reserve in March 2022.
Cost Savings. During the third quarter of 2025, we realized cost savings of $28 million and $67 million year-to-date, of which approximately half (in both cases) is related to specific restructuring activities. We separately took certain temporary cost management measures beginning late in the second quarter of 2025 pursuant to which we realized $6 million in the third quarter and $8 million year to date.
* * *
Third Party Data. This Quarterly Report includes data and information obtained from independent sources such as the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the U.S. Bureau of Labor Statistics, the U.S. Federal Reserve Board, NAR and the Federal National Mortgage Association ("Fannie Mae"). We caution that such information is subject to change and do not endorse or suggest reliance on this data or information alone.
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KEY DRIVERS OF OUR BUSINESSES
Within Franchise Group and Owned Brokerage Group, our assessment of operating performance relies on the following key operating metrics:
•Closed Homesale Sides: This metric captures the number of transactions representing either the "buy" or "sell" side of a homesale transaction.
•Average Homesale Price: This metric reflects the average selling price of closed homesale transactions.
•Average Homesale Broker Commission Rate: This metric indicates the average commission rate earned on either the "buy" or "sell" side of a homesale transaction.
For Franchise Group, an additional metric, Net Royalty Per Side, is utilized. This metric represents the royalty payment to the Franchise Group for each homesale transaction side factoring in royalty rates, homesale prices, average homesale broker commission rates, volume incentives and other incentives. Net royalty per side is a comprehensive measure that accounts for changes in average homesale prices and all incentives and represents the royalty revenue impact of each incremental side.
For Owned Brokerage Group, we also gauge performance using Gross Commission Income Per Side. This metric is derived by dividing gross commission income (comprising commissions from homesale transactions and other activities, primarily leasing transactions) by closed homesale sides. Owned Brokerage Group, as a franchisee of Franchise Group, pays a royalty fee of approximately 6% per transaction to Franchise Group. The remaining gross commission income is distributed between the broker (Owned Brokerage Group) and independent sales agents based on their respective independent contractor agreements, specifying the agent's share of the broker commission.
For Title Group, our assessment of operating performance centers on key metrics related to title and closing units differentiating between Purchase Title and Closing Units (resulting from home purchases), and Refinance Title and Closing Units (stemming from homeowners refinancing their home loans). The Average Fee Per Closing Unit metric represents the average fee earned on both purchase and refinancing title sides.
The following table presents our drivers for the three and nine months ended September 30, 2025 and 2024. See "Results of Operations" below for a discussion as to how these drivers affected our business for the periods presented.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||
Anywhere Brands - Franchise Group (a) | |||||||||||||||||||||||||||||||||||
| Closed homesale sides | 193,485 | 189,833 | 2 | % | 517,544 | 528,980 | (2) | % | |||||||||||||||||||||||||||
| Average homesale price | $ | 526,210 | $ | 502,512 | 5 | % | $ | 524,184 | $ | 495,176 | 6 | % | |||||||||||||||||||||||
| Average homesale broker commission rate | 2.41 | % | 2.41 | % | — | bps | 2.41 | % | 2.42 | % | (1) | bps | |||||||||||||||||||||||
| Net royalty per side | $ | 466 | $ | 456 | 2 | % | $ | 465 | $ | 448 | 4 | % | |||||||||||||||||||||||
Anywhere Advisors - Owned Brokerage Group | |||||||||||||||||||||||||||||||||||
| Closed homesale sides | 68,774 | 67,625 | 2 | % | 187,714 | 190,033 | (1) | % | |||||||||||||||||||||||||||
| Average homesale price | $ | 775,730 | $ | 741,623 | 5 | % | $ | 791,341 | $ | 745,884 | 6 | % | |||||||||||||||||||||||
| Average homesale broker commission rate | 2.37 | % | 2.36 | % | 1 | bps | 2.37 | % | 2.37 | % | — | bps | |||||||||||||||||||||||
| Gross commission income per side | $ | 19,235 | $ | 18,376 | 5 | % | $ | 19,602 | $ | 18,551 | 6 | % | |||||||||||||||||||||||
Anywhere Integrated Services - Title Group | |||||||||||||||||||||||||||||||||||
| Purchase title and closing units | 27,488 | 27,631 | (1) | % | 77,666 | 78,772 | (1) | % | |||||||||||||||||||||||||||
| Refinance title and closing units | 2,969 | 2,661 | 12 | % | 8,354 | 7,080 | 18 | % | |||||||||||||||||||||||||||
| Average fee per closing unit | $ | 3,588 | $ | 3,361 | 7 | % | $ | 3,536 | $ | 3,313 | 7 | % | |||||||||||||||||||||||
(a)Includes all franchisees except for Owned Brokerage Group.
Declines in the number of closed homesale sides and/or declines in average homesale price adversely affect our results of operations by: (i) reducing the royalties we receive from our franchisees, (ii) reducing the commissions our company owned brokerage operations earn, and (iii) reducing the demand for services offered through Title Group, including title, escrow and settlement services or the services of our mortgage origination, title underwriter insurance, or other joint ventures. Additionally, declining closed homesale sides and/or declines in average homesale price increase the risk of franchisee default due to lower homesale volume. Further, our results have been and may continue to be negatively affected by a
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decline in commission rates charged by brokers, greater commission payments to independent sales agents, lower royalty rates from franchisees or an increase in other incentives paid to franchisees, among other factors.
Royalty fees are charged to all franchisees pursuant to the terms of the relevant franchise agreements and franchisees may receive volume incentives described in each of the real estate brands' franchise disclosure documents. Other incentives may also be used as consideration to attract new franchisees, grow franchisees (including through independent sales agent recruitment) or extend existing franchise agreements, although in contrast to volume incentives, the majority of other incentives are not homesale transaction based. See Part I., "Item 1.—Business—Anywhere Brands—Franchise Group—Operations—Franchising" in our 2024 Form 10-K for additional information.
Over the past several years, our top 250 franchisees have grown faster than our other franchisees through organic growth and market consolidation, which has, and may continue to, put pressure on our ability to renew or negotiate franchise agreements with favorable terms due to their size and scale, and that has had, and could continue to have, an adverse impact on our royalty revenue. The gross commission income earned by our top 250 franchisees as a percentage of total gross commission income generated by all of our franchisees was 76% in 2024 compared to 67% in 2019.
We face significant competition from other national real estate brokerage brand franchisors for franchisees and we expect that the trend of increasing incentives will continue in the future in order to attract, retain, and help grow certain franchisees. Taking into account competitive factors, from time to time, we have and may continue to introduce pilot programs or restructure or revise the model used at one or more franchised brands, including with respect to fee structures, minimum production requirements or other terms. We expect to experience pressures on net royalty per side, largely due to the impact of competitive market factors noted above and continued concentration among our top 250 franchisees. To date, such impact has been more than offset by increases in average homesale price.
Owned Brokerage Group has a significant concentration of real estate brokerage offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts, while Franchise Group has franchised offices that are more widely dispersed across the United States. Accordingly, operating results and homesale statistics may differ between Owned Brokerage Group and Franchise Group based upon geographic presence and the corresponding homesale activity in each geographic region. In addition, the share of commissions earned by independent sales agents directly impacts the margin earned by Owned Brokerage Group. Such share of commissions earned by independent sales agents varies by region and commission schedules are generally progressive to incentivize sales agents to achieve higher levels of production.
RESULTS OF OPERATIONS
Discussed below are our condensed consolidated results of operations and the results of operations for each of our reportable segments and Corporate and Other. The reportable segments presented represent those for which we maintain separate financial information regularly provided to and reviewed by our chief operating decision maker for performance assessment and resource allocation. The classification of reportable segments also considers the distinctive nature of services offered by each segment. Management's evaluation of individual reportable segment performance centers on two key metrics: revenue and Operating EBITDA.
Operating EBITDA is a non-GAAP financial measure and is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include non-cash stock-based compensation, restructuring and merger-related costs, impairments, former parent legacy items, legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits, gains or losses on the early extinguishment of debt, and gains or losses on discontinued operations or the sale of businesses, investments or other assets. Operating EBITDA Margin is defined as Operating EBITDA as a percentage of revenues.
Our presentation of Operating EBITDA may not fully align with similar measures employed by other entities. Variations may arise due to differences in the inclusion or exclusion of specific items and the interpretation of non-core elements within the calculation.
Our results of operations should be read in conjunction with our other disclosures in this Item 2. including under the heading Current Business and Industry Trends.
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Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024
The following table reflects our consolidated results and a non-GAAP reconciliation of Net (loss) income attributable to Anywhere and Anywhere Group to Operating EBITDA during the three months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net revenues | $ | 1,626 | $ | 1,535 | $ | 91 | |||||||||||
| Total expenses | 1,643 | 1,532 | 111 | ||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests | (17) | 3 | (20) | ||||||||||||||
Income tax expense | — | 2 | (2) | ||||||||||||||
| Equity in earnings of unconsolidated entities | (4) | (6) | 2 | ||||||||||||||
Net (loss) income | (13) | 7 | (20) | ||||||||||||||
| Less: Net income attributable to noncontrolling interests | — | — | — | ||||||||||||||
Net (loss) income attributable to Anywhere and Anywhere Group | $ | (13) | $ | 7 | $ | (20) | |||||||||||
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Non-GAAP Reconciliation - Operating EBITDA: | |||||||||||||||||
Net (loss) income attributable to Anywhere and Anywhere Group | $ | (13) | $ | 7 | $ | (20) | |||||||||||
Income tax expense | — | 2 | (2) | ||||||||||||||
(Loss) income before income taxes | (13) | 9 | (22) | ||||||||||||||
| Add: Depreciation and amortization | 48 | 48 | — | ||||||||||||||
| Interest expense, net | 47 | 38 | 9 | ||||||||||||||
Stock-based compensation (a) | 4 | 4 | — | ||||||||||||||
Restructuring and merger-related costs, net (b) | 14 | 6 | 8 | ||||||||||||||
Impairments | 1 | 1 | — | ||||||||||||||
Former parent legacy benefit, net | — | (1) | 1 | ||||||||||||||
Legal contingencies (c) | — | 10 | (10) | ||||||||||||||
Gain on the early extinguishment of debt (d) | — | (7) | 7 | ||||||||||||||
Gain on the sale of businesses, investments or other assets, net | (1) | — | (1) | ||||||||||||||
Operating EBITDA | $ | 100 | $ | 108 | $ | (8) | |||||||||||
Operating EBITDA Margin (e) | 6% | 7% | |||||||||||||||
(a)Stock-based compensation is a non-cash expense that is based on grant date fair value, which is influenced by the Company's stock price, and recognized over the requisite service period. This expense is primarily related to Corporate and Other. This line does not include $28 million and $12 million of expense during the third quarter of 2025 and 2024, respectively, that relates to employee long-term incentives which primarily include cash-settled awards that fluctuate with the Company's stock price. Of these amounts, approximately $24 million and $8 million during the third quarter of 2025 and 2024, respectively, represent cash-settled awards that fluctuate with the Company’s stock price.
(b)Restructuring and merger-related costs, net includes personnel-related, facility-related and other costs related to professional fees and consulting fees as a result of the Company's restructure plans and transaction-related expenses incurred in connection with the pending Merger with Compass which primarily consist of legal, advisory, accounting and other professional service fees. Includes $5 million of merger-related costs for the three months ended September 30, 2025. See Note 5, "Restructuring and Merger-Related Costs", to the Condensed Consolidated Financial Statements for additional information.
(c)Represents changes in legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits included in Corporate and Other for the three months ended September 30, 2024. Legal contingencies do not include cases that are part of our normal operating activities or legal expenses incurred in the ordinary course of business.
(d)Gain on the early extinguishment of debt is recorded in Corporate and Other and relates to the repurchases of Unsecured Notes that occurred during the third quarter of 2024.
(e)Operating EBITDA Margin is defined as Operating EBITDA as a percentage of revenues.
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Net revenues increased $91 million or 6% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 driven by an increase in revenue at Owned Brokerage Group due to higher homesale transaction volume.
Total expenses increased $111 million or 7% for the third quarter of 2025 compared to the third quarter of 2024 primarily due to:
•a $69 million increase in commission and other sales agent-related costs as a result of higher homesale transaction volume at Owned Brokerage Group; and
•a $19 million increase in operating and general and administrative expenses primarily attributable to a $16 million increase in expense related to employee cash-settled awards that fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and higher employee-related healthcare costs, partially offset by cost savings initiatives.
The Company incurred $14 million of restructuring and merger-related costs during the third quarter of 2025 compared to $6 million of costs during the third quarter of 2024. See Note 5, "Restructuring and Merger-Related Costs", in the Condensed Consolidated Financial Statements for additional information.
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was zero for the three months ended September 30, 2025 compared to an expense of $2 million for the three months ended September 30, 2024.
Anywhere Brands—Franchise Group
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Revenues (a) | $ | 273 | $ | 267 | 6 | 2 | |||||||||||||||||
Operating EBITDA (b) | $ | 155 | $ | 151 | 4 | 3 | |||||||||||||||||
| Operating EBITDA Margin | 57 | % | 57 | % | |||||||||||||||||||
(a)Revenue includes intercompany royalties and marketing fees received from Owned Brokerage Group of $90 million and $86 million during the third quarter of 2025 and 2024, respectively, which are eliminated in consolidation.
(b)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Revenues increased $6 million primarily due to a $5 million increase in intercompany royalties received from Owned Brokerage Group, a $4 million increase in third-party domestic franchisee royalty revenue and a $2 million increase in international revenue, partially offset by a $3 million decrease in other franchise revenue primarily related to the timing of registration fees for meetings and conferences and a $2 million decrease in brand marketing fund revenue and related expense. The increase in third-party domestic royalty revenue was driven by a 5% increase in average homesale price and a 2% increase in existing homesale transactions. Revenue from our relocation operations and leads business remained flat for the three months ended September 30, 2025 compared to the same period in 2024.
Operating EBITDA increased $4 million primarily due to the $6 million increase in revenues discussed above, a $5 million decrease in meetings and conferences expenses due to timing and a $2 million decrease in brand marketing fund expense discussed above, partially offset by a $7 million increase in employee and other operating costs and a $2 million unfavorable foreign exchange rate impact related to our relocation operations. Employee and other operating costs increased primarily due to $5 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and an increase in employee-related healthcare costs.
Anywhere Advisors—Owned Brokerage Group
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 1,340 | $ | 1,258 | 82 | 7 | |||||||||||||||||
Operating EBITDA (a) (b) | $ | (11) | $ | (11) | — | — | |||||||||||||||||
| Operating EBITDA Margin | (1) | % | (1) | % | |||||||||||||||||||
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(a)Operating EBITDA includes intercompany royalties and marketing fees paid to Franchise Group of $90 million and $86 million during the third quarter of 2025 and 2024, respectively, which are eliminated in consolidation.
(b)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
The revenue increase of $82 million was primarily driven by a 6% increase in existing homesale transaction volume at Owned Brokerage Group which consisted of a 5% increase in average homesale price and a 2% increase in existing homesale transactions.
Operating EBITDA remained flat primarily due to a $82 million increase in revenues as discussed above, partially offset by:
•a $69 million increase in commission expenses paid to independent sales agents primarily as a result of higher homesale transaction volume as described above;
•a $7 million increase in employee and other operating costs primarily due to $5 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and an increase in employee-related healthcare costs, partially offset by cost savings initiatives; and
•a $4 million net increase in royalties and marketing fees paid to Franchise Group.
Anywhere Integrated Services—Title Group
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Revenues | $ | 103 | $ | 96 | 7 | 7 | |||||||||||||||||
Operating EBITDA (a) | $ | (1) | $ | 2 | (3) | (150) | |||||||||||||||||
Operating EBITDA Margin | (1) | % | 2 | % | |||||||||||||||||||
(a)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Revenues increased $7 million primarily as a result of a $5 million increase in resale revenue due to a higher average fee per closing unit which was partially offset by a decline in purchase units. Additionally, refinance revenue increased $1 million driven by both an increase in units and a higher average fee per closing unit.
Operating EBITDA decreased $3 million primarily due to a $6 million increase in employee-related and other operating costs, a $3 million increase in variable operating costs due to volume increases and a $1 million decrease in equity in earnings, partially offset by a $7 million increase in revenues discussed above.
Intercompany Eliminations and Unallocated Expenses—Corporate and Other
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Intersegment revenues | $ | (90) | $ | (86) | (a) | ||||||||||||||||||
Operating EBITDA (b) | $ | (43) | $ | (34) | (9) | (26) | |||||||||||||||||
(a)Includes intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group which are eliminated in consolidation.
(b)Operating EBITDA represents unallocated corporate expenses. 2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Corporate and Other unallocated expenses within Operating EBITDA for the three months ended September 30, 2025 increased $9 million primarily attributable to $5 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025.
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Nine Months Ended September 30, 2025 vs. Nine Months Ended September 30, 2024
The following table reflects our consolidated results and a non-GAAP reconciliation of Net loss attributable to Anywhere and Anywhere Group to Operating EBITDA during the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net revenues | $ | 4,512 | $ | 4,330 | $ | 182 | |||||||||||
| Total expenses | 4,598 | 4,417 | 181 | ||||||||||||||
Loss before income taxes, equity in earnings and noncontrolling interests | (86) | (87) | 1 | ||||||||||||||
Income tax benefit | (15) | (15) | — | ||||||||||||||
Equity in earnings of unconsolidated entities | (8) | (8) | — | ||||||||||||||
| Net loss | (63) | (64) | 1 | ||||||||||||||
| Less: Net income attributable to noncontrolling interests | (1) | — | (1) | ||||||||||||||
Net loss attributable to Anywhere and Anywhere Group | $ | (64) | $ | (64) | $ | — | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Non-GAAP Reconciliation - Operating EBITDA: | |||||||||||||||||
Net loss attributable to Anywhere and Anywhere Group | $ | (64) | $ | (64) | $ | — | |||||||||||
Income tax benefit | (15) | (15) | — | ||||||||||||||
Loss before income taxes | (79) | (79) | — | ||||||||||||||
| Add: Depreciation and amortization | 143 | 151 | (8) | ||||||||||||||
Interest expense, net | 119 | 117 | 2 | ||||||||||||||
Stock-based compensation (a) | 13 | 12 | 1 | ||||||||||||||
Restructuring and merger-related costs, net (b) | 38 | 24 | 14 | ||||||||||||||
Impairments (c) | 7 | 9 | (2) | ||||||||||||||
Former parent legacy (benefit) cost, net | (2) | 1 | (3) | ||||||||||||||
Legal contingencies (d) | — | 10 | (10) | ||||||||||||||
Gain on the early extinguishment of debt (e) | (2) | (7) | 5 | ||||||||||||||
Gain on the sale of businesses, investments or other assets, net | (5) | — | (5) | ||||||||||||||
Operating EBITDA | $ | 232 | $ | 238 | $ | (6) | |||||||||||
Operating EBITDA Margin (f) | 5 | % | 5 | % | |||||||||||||
(a)Stock-based compensation is a non-cash expense that is based on grant date fair value, which is influenced by the Company's stock price, and recognized over the requisite service period. This expense is primarily related to Corporate and Other. This line does not include $42 million and $18 million of expense during the nine months ended September 30, 2025 and 2024, respectively, that relates to employee long-term incentives which primarily include cash-settled awards that fluctuate with the Company's stock price. Of these amounts, approximately $30 million and $8 million during the nine months ended September 30, 2025 and 2024, respectively, represent cash-settled awards that fluctuate with the Company’s stock price.
(b)Restructuring and merger-related costs, net includes personnel-related, facility-related and other costs related to professional fees and consulting fees as a result of the Company's restructure plans and transaction-related expenses incurred in connection with the pending Merger with Compass which primarily consist of legal, advisory, accounting and other professional service fees. Includes $5 million of merger-related costs for the nine months ended September 30, 2025. See Note 5, "Restructuring and Merger-Related Costs", to the Condensed Consolidated Financial Statements for additional information.
(c)Non-cash impairments primarily related to leases and other assets.
(d)Represents changes in legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits included in Corporate and Other for the nine months ended September 30, 2024. Legal contingencies do not include cases that are part of our normal operating activities or legal expenses incurred in the ordinary course of business.
(e)Gain on the early extinguishment of debt is recorded in Corporate and Other. The gain on the early extinguishment of debt relates to the issuance of 9.75% Senior Secured Second Lien Notes and repurchase of a portion of the Exchangeable Senior Notes that occurred during the second quarter of 2025, as well as the repurchases of Unsecured Notes that occurred during the third quarter of 2024.
(f)Operating EBITDA Margin is defined as Operating EBITDA as a percentage of revenues.
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Net revenues increased $182 million or 4% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by an increase in revenue at Owned Brokerage Group due to higher homesale transaction volume.
Total expenses increased $181 million or 4% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to:
•a $137 million increase in commission and other sales agent-related costs as a result of higher homesale transaction volume at Owned Brokerage Group; and
•a $41 million increase in operating and general and administrative expenses primarily attributable to a $24 million increase in expense related to employee cash-settled awards that fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and higher employee-related healthcare costs, partially offset by cost savings initiatives.
During the nine months ended September 30, 2025, we incurred $38 million of restructuring and merger-related costs compared to $24 million of costs during the nine months ended September 30, 2024. See Note 5, "Restructuring and Merger-Related Costs", in the Condensed Consolidated Financial Statements for additional information.
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was a benefit of $15 million for both nine months ended September 30, 2025 and 2024. Our effective tax rate for the nine months ended September 30, 2025 was 19%, primarily impacted by non-deductible executive compensation and valuation allowance on state net operating losses, partially offset by research and development tax credits.
Anywhere Brands—Franchise Group
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenues (a) | $ | 746 | $ | 732 | 14 | 2 | |||||||||||||||||
| Operating EBITDA (b) | $ | 415 | $ | 400 | 15 | 4 | |||||||||||||||||
| Operating EBITDA Margin | 56 | % | 55 | % | |||||||||||||||||||
(a)Revenue includes intercompany royalties and marketing fees received from Owned Brokerage Group of $251 million and $242 million during the nine months ended September 30, 2025 and 2024, respectively, which are eliminated in consolidation.
(b)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Revenues increased $14 million primarily due to a $10 million increase in intercompany royalties received from Owned Brokerage Group, a $5 million increase in third-party domestic franchisee royalty revenue and a $4 million increase in international revenue, partially offset by a $5 million decrease in other franchise revenue primarily related to the timing of registration fees for meetings and conferences. The increase in third-party domestic royalty revenue was driven by a 4% increase in existing homesale transaction volume which consisted of a 6% increase in average homesale price, partially offset by a 2% decrease in existing homesale transactions. Revenue from our relocation operations and leads business remained flat for the nine months ended September 30, 2025 compared to the same period in 2024.
Operating EBITDA increased $15 million primarily due to the $14 million increase in revenues discussed above, a $6 million decrease in meetings and conferences expenses due to timing and a $3 million favorable foreign exchange rate impact related to our relocation operations, partially offset by an $8 million increase in employee and other operating costs primarily due to $7 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and an increase in employee-related healthcare costs.
Anywhere Advisors—Owned Brokerage Group
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 3,728 | $ | 3,570 | 158 | 4 | |||||||||||||||||
Operating EBITDA (a) (b) | $ | (58) | $ | (66) | 8 | 12 | |||||||||||||||||
| Operating EBITDA Margin | (2) | % | (2) | % | |||||||||||||||||||
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(a)Operating EBITDA includes intercompany royalties and marketing fees paid to Franchise Group of $251 million and $242 million during the nine months ended September 30, 2025 and 2024, respectively, which are eliminated in consolidation.
(b)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
The revenue increase of $158 million was primarily driven by a 5% increase in existing homesale transaction volume at Owned Brokerage Group which consisted of a 6% increase in average homesale price, partially offset by a 1% decrease in existing homesale transactions.
Operating EBITDA increased $8 million primarily due to a $158 million increase in revenues as discussed above, partially offset by:
•a $137 million increase in commission expenses paid to independent sales agents primarily as a result of higher homesale transaction volume as described above;
•a $10 million increase in royalties paid to Franchise Group;
•a $2 million increase in marketing expense which was partially offset by $1 million decrease of marketing fees paid to Franchise Group; and
•a $1 million increase in employee and other operating costs primarily due to $7 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and an increase in employee-related healthcare costs, partially offset by cost savings initiatives.
Anywhere Integrated Services—Title Group
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 289 | $ | 270 | 19 | 7 | |||||||||||||||||
| Operating EBITDA (a) | $ | (9) | $ | (4) | (5) | (125) | |||||||||||||||||
| Operating EBITDA Margin | (3) | % | (1) | % | |||||||||||||||||||
(a)2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Revenues increased $19 million primarily driven by a $13 million increase in resale revenue due to a higher average fee per closing unit which was partially offset by a decline in purchase units. Additionally, refinance revenue increased $5 million driven by both an increase in units and a higher average fee per closing unit.
Operating EBITDA decreased $5 million primarily due to a $12 million increase in variable operating costs due to volume increases and a $12 million increase in employee and other operating costs primarily due to higher employee-related healthcare costs, partially offset by a $19 million increase in revenues discussed above.
Intercompany Eliminations and Unallocated Expenses—Corporate and Other
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Intersegment revenues | $ | (251) | $ | (242) | (a) | ||||||||||||||||||
| Operating EBITDA (b) | $ | (116) | $ | (92) | (24) | (26) | |||||||||||||||||
(a)Includes intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group which are eliminated in consolidation.
(b)Operating EBITDA represents unallocated corporate expenses. 2024 amounts have been updated to reflect our definition of Operating EBITDA under the heading "Non-GAAP Financial Measures" in this Item 2.
Corporate and Other unallocated expenses within Operating EBITDA for the nine months ended September 30, 2025 increased $24 million primarily attributable to $8 million of higher accruals for employee cash-settled awards which fluctuate with the Company's stock price and reflect its appreciation in the third quarter of 2025 and an increase in employee-related healthcare costs.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Condition
Balance Sheet Highlights (September 30, 2025 vs. December 31, 2024)
Assets
•Cash and cash equivalents increased $21 million primarily as a result of the debt transactions discussed under Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements ("Note 4").
•Trade and relocation receivables increased $126 million primarily due to timing.
•Other current and non-current assets net increased $58 million primarily due to an increase in prepaid contracts, partially offset by a reduction in income tax receivables and a decrease in equity method investments as a result of dividends received from Guaranteed Rate Affinity and other equity method investments.
Liabilities
•Accounts payable and Securitization obligations increased $13 million and $40 million, respectively, primarily due to timing.
•Corporate debt net increased $55 million as a result of the debt transactions discussed under Note 4.
•Other non-current liabilities increased $80 million primarily due to an increase in long-term contracts and proceeds from the sale of a 10% preferred equity interest in certain of the Company's title and escrow entities that has a mandatorily redeemable feature.
Cash Flow Highlights (Nine months ended September 30, 2025 vs. Nine months ended September 30, 2024)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | (15) | $ | 37 | |||||||
| Investing activities | (56) | (54) | |||||||||
| Financing activities | 91 | 3 | |||||||||
Operating Activities
•$9 million less cash was provided by operating results.
•$44 million decrease due to the net change in relocation and trade receivables as a result of timing.
•$43 million decrease due to the change in other assets primarily due to prepaid contracts and higher agent incentive payments.
•$31 million increase due to the net change in accounts payable, accrued expenses and other liabilities primarily related to a higher accrual for employee cash-settled awards which fluctuate with the Company's stock price.
Investing Activities
•$15 million more cash used for property and equipment additions.
•$6 million more cash proceeds was received from the sale of investments.
•$6 million more cash from other investing activities primarily due to a return of capital from Guaranteed Rate Affinity in 2025.
Financing Activities
•$75 million net repayments of the Revolving Credit Facility.
•$127 million of net cash received as a result of the debt transactions discussed under Note 4.
•$40 million net increase in securitization borrowings.
•$19 million of proceeds from the sale of a 10% preferred equity interest in certain of the Company's title and escrow entities that has a mandatorily redeemable feature.
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Liquidity and Capital Resources
Cash flows from operations, supplemented by funds available under our Revolving Credit Facility and Apple Ridge securitization facility are our primary sources of liquidity, along with, from time to time, distributions from our unconsolidated joint ventures.
Our primary uses of liquidity include working capital, business investment and capital expenditures, as well as debt service (including interest payments). We have used and may also use future cash flows to repurchase or redeem outstanding indebtedness and to acquire stock under our share repurchase program.
Business investments may include investments in strategic initiatives, including our existing or future joint ventures, products and services that are designed to simplify the home sale and purchase transaction, independent sales agent recruitment and retention, and franchisee system growth and acquisitions.
We believe that we will continue to meet our cash flow needs during the next twelve months through the sources outlined above. In the event that our liquidity assumptions change, or we seek to provide incremental liquidity, we may explore additional debt financing, debt exchanges, private or public offerings of debt or common stock or consider asset disposals.
From time to time, we seek to repay, refinance or restructure all or a portion of our debt or to repurchase our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.
During the second quarter of 2025, Anywhere Group and the Co-Issuer issued $500 million of 9.75% Senior Secured Second Lien Notes.
We repurchased $367 million of the Exchangeable Senior Notes for an aggregate cash payment of $361 million with net proceeds from the issuance of the 9.75% Senior Secured Second Lien Notes and cash on hand during the second and third quarters of 2025. Following the repurchases, approximately $36 million in aggregate principal amount of the Exchangeable Senior Notes remains outstanding and will mature on June 15, 2026. The maturity date of the Revolving Credit Facility is July 27, 2027; however, the maturity date will spring forward to March 16, 2026 if the outstanding Exchangeable Senior Notes have not been repurchased by March 16, 2026, unless all lenders under the Revolving Credit Facility approve the modification or waiver of this provision. See Note 4 for additional information.
We will pay $49 million in additional annual interest expense under the 9.75% Senior Secured Second Lien Notes.
We expect to make certain payments in connection with matters that are discussed in more detail under Note 6, "Commitments and Contingencies", to the Condensed Consolidated Financial Statements ("Note 6"), including:
•$53.5 million in remaining settlement payments under the nationwide settlement agreement the Company entered into in the second quarter of 2024 to settle all claims asserted against it or that could have been asserted against it in the Burnett, Moehrl and Nosalek antitrust class action litigation. Payment will be due within 21 business days after all appellate rights are exhausted.
•$19 million in remaining settlement payments under the settlement agreement the Company entered into in the first quarter of 2025 to settle the TCPA class action matter. Payment will be due following final court approval of the settlement.
While the timing of both of these settlement payments remain uncertain, the Company currently believes both payments will occur in 2026.
In May 2025, the Company paid $41 million in connection with its portion of the 1999 Cendant legacy tax matter described in Note 6, which the Company intends to appeal.
Other than the debt transactions during the second and third quarters of 2025 discussed above, our material cash requirements from known contractual and other obligations as of September 30, 2025 have not changed materially from the amounts reported in our 2024 Form 10-K.
The Apple Ridge Funding LLC securitization program was amended in May 2025 to extend its term through January 15, 2026. The Company is currently seeking to extend the program through May 2026, which remains subject to mutual agreement by the parties. See Note 4 for additional information.
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As noted under "Recent Developments" in this MD&A, the Merger Agreement allows either the Company or Compass to terminate the agreement if the Merger hasn’t closed by September 22, 2026, with up to three automatic three-month extensions if only regulatory approvals are outstanding. If the agreement is terminated under certain circumstances, a $200 million termination fee may be payable by either party to the other. Upon termination of the Merger Agreement because certain required regulatory clearances are not obtained before the Outside Date or if the Merger is permanently enjoined, Compass will be required to pay the Company a termination fee of $350 million. The Merger Agreement includes customary covenants, including the following limits on outstanding borrowings under the Revolving Credit Facility: (i) $800 million from September 22, 2025 to May 31, 2026; (ii) $700 million from June 1, 2026 to December 31, 2026; (iii) $800 million from January 1, 2027 to March 31, 2027, and (iv) $700 million from April 1, 2027 to December 31, 2027. Under the Merger Agreement, Compass may consent to increases to these limits, and such consent shall not be unreasonably withheld, delayed, or conditioned.
Other material factors that may impact our liquidity, include, but are not limited to, the following:
Market and Macroeconomic Conditions. Our earnings have significantly decreased since mid-2022. This decline has been driven by the rapid downturn in the residential real estate market and has resulted in a substantial increase in our net debt leverage ratio. If the residential real estate market or the economy as a whole does not improve or further weakens, our business, financial condition and liquidity are likely to continue to be adversely affected. In particular, we may experience higher leverage as a result of lower earnings and/or increased borrowing under our Revolving Credit Facility, and our ability to access capital, grow our business and return capital to stockholders may be adversely impacted.
Material Litigation. Adverse outcomes in material litigation could have a material adverse effect, individually or in the aggregate, on our business, results of operations and financial condition, in particular with respect to liquidity. See Note 6 for more information.
Seasonality. Historically, operating results and revenues for all of our businesses have been strongest in the second and third quarters of the calendar year. A significant portion of the expenses we incur in our real estate brokerage operations are related to marketing activities and commissions and therefore, are variable. However, many of our other expenses, such as interest payments, facilities costs and certain personnel-related costs, are fixed and cannot be reduced during the seasonal fluctuations in the business. While this seasonality generally increases our need to borrow under the Revolving Credit Facility during the first third of the year, our need for borrowings may be heightened deeper into the year during periods of industry downturn.
Financial Obligations
See Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements, for information on the Company's indebtedness as of September 30, 2025.
Covenants under the Senior Secured Credit Agreement and Indentures; Events of Default
The Senior Secured Credit Agreement and the indentures governing the Unsecured Notes and Senior Secured Second Lien Notes contain various covenants that limit (subject to certain exceptions) Anywhere Group’s ability to, among other things:
•incur or guarantee additional debt or issue disqualified stock or preferred stock;
•pay dividends or make distributions to Anywhere Group’s stockholders, including Anywhere;
•repurchase or redeem capital stock;
•make loans, investments or acquisitions;
•incur restrictions on the ability of certain of Anywhere Group's subsidiaries to pay dividends or to make other payments to Anywhere Group;
•enter into transactions with affiliates;
•create liens;
•merge or consolidate with other companies or transfer all or substantially all of Anywhere Group's and its material subsidiaries' assets;
•transfer or sell assets, including capital stock of subsidiaries; and
•prepay, redeem or repurchase subordinated indebtedness.
As a result of the covenants to which we remain subject, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. In addition, the Senior Secured Credit Agreement requires us to maintain a senior secured leverage ratio.
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Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility
The senior secured leverage ratio is tested quarterly and may not exceed 4.75 to 1.00. The senior secured leverage ratio is measured by dividing Anywhere Group's total senior secured net debt by the trailing four quarters EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Total senior secured net debt does not include the Senior Secured Second Lien Notes, our unsecured indebtedness, including the Unsecured Notes and Exchangeable Senior Notes, or the securitization obligations. EBITDA calculated on a Pro Forma Basis, as defined in the Senior Secured Credit Agreement, includes adjustments for restructuring, retention and disposition costs, former parent legacy cost (benefit) items, net, loss (gain) on the early extinguishment of debt, stock-based compensation expense, non-cash charges, extraordinary, nonrecurring or unusual items and incremental securitization interest costs, as well as pro forma cost savings for restructuring initiatives, the pro forma effect of business optimization initiatives and the pro forma effect of acquisitions and new franchisees, in each case calculated as of the beginning of the trailing four-quarter period. The Company was in compliance with the senior secured leverage ratio covenant at September 30, 2025.
Events of Default
Certain events would constitute an event of default under the Senior Secured Credit Facility as well as the indentures governing the Senior Secured Second Lien Notes, Unsecured Notes and Exchangeable Senior Notes. Such events of default include, without limitation, nonpayment of principal or interest, insolvency, bankruptcy, nonpayment of certain material judgments, change of control, and cross-events of default on material indebtedness as well as, under the Senior Secured Credit Facility, material misrepresentations, failure to comply with the senior secured leverage ratio covenant and failure to obtain an unqualified audit opinion by 90 days after the end of any fiscal year. If such an event of default were to occur and the Company failed to obtain a waiver from the applicable lenders or holders of the Senior Secured Second Lien Notes, Unsecured Notes or Exchangeable Senior Notes, our financial condition, results of operations and business would be materially adversely affected.
Non-GAAP Financial Measures
The SEC has adopted rules to regulate the use in filings with the SEC and in public disclosures of "non-GAAP financial measures". These measures are derived on the basis of methodologies other than in accordance with GAAP.
Operating EBITDA is our primary non-GAAP measure. Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include non-cash stock-based compensation, restructuring and merger-related costs, impairments, former parent legacy items, legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits, gains or losses on the early extinguishment of debt, and gains or losses on discontinued operations or the sale of businesses, investments or other assets. The adjustment for stock-based compensation reflects non-cash expenses that are based on grant date fair value, which is influenced by the Company's stock price, and recognized over the requisite service period. The adjustment for legal contingencies excludes cases that are part of our normal operating activities and legal expenses incurred in the ordinary course of business. Operating EBITDA Margin is defined as Operating EBITDA as a percentage of revenues.
We present Operating EBITDA because we believe it is useful as a supplemental measure in evaluating the performance of our operating businesses and provides greater transparency into our results of operations. Our management, including our chief operating decision maker, uses Operating EBITDA as a factor in evaluating the performance of our business. Operating EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations data prepared in accordance with GAAP.
We believe Operating EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of facilities (affecting relative depreciation expense) and the amortization of intangibles, as well as other items that are not core to the operating activities of the Company, which may vary for different companies for reasons unrelated to operating performance. We further believe that Operating EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Operating EBITDA measure when reporting their results.
Operating EBITDA has limitations as an analytical tool, and you should not consider Operating EBITDA either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:
•this measure does not reflect changes in, or cash required for, our working capital needs;
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•this measure does not reflect our interest expense (except for interest related to our securitization obligations), or the cash requirements necessary to service interest or principal payments on our debt;
•this measure does not reflect our income tax expense or the cash requirements to pay our taxes;
•this measure does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and this measure does not reflect any cash requirements for such replacements; and
•other companies may calculate this measure differently so they may not be comparable.
See above under the header "Results of Operations" for reconciliations of Net income (loss) attributable to Anywhere and Anywhere Group to Operating EBITDA during the three and nine months ended September 30, 2025 and 2024.
Critical Accounting Estimates
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our combined results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in the 2024 Form 10-K, which includes a description of our critical accounting policies that involve subjective and complex judgments that could potentially affect reported results.
Impairment of goodwill and other indefinite-lived intangible assets
Goodwill and other indefinite-lived intangible assets are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The impairment assessment involves the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. Although management believes that assumptions are reasonable, actual results may vary significantly.
Furthermore, significant negative industry or economic trends, disruptions to our business, unexpected significant changes or planned changes in use of the assets, a decrease in our business results, growth rates that fall below our assumptions, divestitures, and a sustained decline in our stock price and market capitalization may have a negative effect on the fair values and key valuation assumptions. Such changes could result in changes to our estimates of our fair value and a material impairment of goodwill or other indefinite-lived intangible assets. To address this uncertainty, a sensitivity analysis is performed on key estimates and assumptions.
Recently Issued Accounting Pronouncements
See Note 1, "Basis of Presentation", to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S. The legislation contains certain provisions related to the full expensing of U.S. research and development costs and other depreciable property. The legislation also includes changes to the determination of the amount of U.S. interest expense that is deductible for U.S. tax purposes. We are evaluating the full effects of the legislation on our estimated annual effective rate and cash tax position, but we expect that the legislation will likely not have a material impact on our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
We are exposed to market risk from changes in interest rates primarily through our senior secured debt. At September 30, 2025, our primary interest rate exposure was to interest rate fluctuations, specifically SOFR and ABR, due to their impact on our borrowings under the Revolving Credit Facility. We do not have significant exposure to foreign currency risk, nor do we expect to have significant exposure to foreign currency risk in the foreseeable future.
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We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on earnings, fair values and cash flows based on a hypothetical change (increase and decrease) in interest rates. We exclude the fair values of relocation receivables and advances and securitization borrowings from our sensitivity analysis because we believe the interest rate risk on these assets and liabilities is mitigated as the rate we earn on relocation receivables and advances and the rate we incur on our securitization borrowings are based on similar variable indices.
At September 30, 2025, we had variable interest rate debt outstanding under our Revolving Credit Facility of $415 million which consisted of $375 million under SOFR and $40 million under ABR. The weighted average interest rate with respect to the Revolving Credit Facility borrowings was 6.17% at September 30, 2025, which is based on Term SOFR plus a 10 basis point credit spread adjustment and ABR, plus (in each case) an additional margin subject to adjustment based on the current senior secured leverage ratio. Based on the September 30, 2025 senior secured leverage ratio, the SOFR and ABR margins were 1.75% and 0.75%, respectively. At September 30, 2025, the one-month SOFR was 4.13% and ABR was 7.25%; therefore, we have estimated that a 0.25% increase in both SOFR and ABR would have an approximately $1 million impact on our annual interest expense.
Item 4. Controls and Procedures.
Controls and Procedures for Anywhere Real Estate Inc.
(a)Anywhere Real Estate Inc. ("Anywhere") maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Anywhere's management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
(b)As of the quarterly period ended September 30, 2025 covered by this report on Form 10-Q, Anywhere has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Anywhere's disclosure controls and procedures are effective at the "reasonable assurance" level.
(c)There has not been any change in Anywhere's internal control over financial reporting during the quarterly period ended September 30, 2025 covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Controls and Procedures for Anywhere Real Estate Group LLC
(a)Anywhere Real Estate Group LLC ("Anywhere Group") maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Anywhere Group's management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
(b)As of the quarterly period ended September 30, 2025 covered by this report on Form 10-Q, Anywhere Group has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Anywhere Group's disclosure controls and procedures are effective at the "reasonable assurance" level.
(c)There has not been any change in Anywhere Group's internal control over financial reporting during the quarterly period ended September 30, 2025 covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
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Other Financial Information
The Condensed Consolidated Financial Statements as of September 30, 2025 and for the three and nine-month periods ended September 30, 2025 and 2024 have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their reports, dated November 5, 2025, are included on pages 5 and 6. The reports of PricewaterhouseCoopers LLP state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 6, "Commitments and Contingencies—Litigation", to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information on the Company's legal proceedings. The Company disputes the allegations against it in each of the captioned matters set forth in Note 6, believes it has substantial defenses against plaintiffs’ claims and, except as explicitly described in Note 6, is vigorously defending these actions.
See Part I., "Item 1.Business—Government and Other Regulations" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Current Business and Industry Trends" in our 2024 Form 10-K for additional information on important legal and regulatory matters that impact our business, including a summary of the current legal and regulatory environment.
Item 1A. Risk Factors.
Other than as described below, there were no material changes to the risk factors reported in Part I, "Item 1A. Risk Factors" in our 2024 Form 10-K. Stockholders should carefully review the information in the joint proxy statement/prospectus to be sent to stockholders of the Company regarding these risks prior to voting on the matters at the special meeting of stockholders to be held for approval of the Merger.
Risks Related to the Proposed Transaction with Compass
The Merger is subject to the satisfaction of certain conditions, some or all of which may not be satisfied, on a timely basis or at all. Failure to complete the Merger could have material adverse effects on the Company.
The completion of the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable law) of a number of conditions as specified in the Merger Agreement. These closing conditions include, among other things, (1) (A) adoption of the Merger Agreement by our stockholders and (B) approval of the issuance of Compass stock pursuant to the Merger Agreement by Compass stockholders, (2) authorization for listing on the NYSE of the shares of Compass Class A common stock to be issued in the Merger, subject to official notice of issuance, (3) receipt of specified governmental consents and approvals and the termination or expiration of all applicable waiting periods in respect thereof, (4) effectiveness of the registration statement on Form S-4 for the shares of Compass Class A common stock to be issued in the Merger, and (5) the absence of any order, decree, ruling, injunction or other action preventing the completion of the Merger or making the completion of the Merger illegal. The obligations of each of Compass and the Company to consummate the Merger are also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the Merger Agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the Merger Agreement. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.
If the Merger is not completed for any reason, including as a result of our stockholders or Compass stockholders failing to approve the Merger Agreement or the issuance of Compass shares, respectively, the Company may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks, including the following:
•the market price of our common stock could decline;
•we could owe a termination fee to Compass in specified circumstances;
•if the Merger Agreement is terminated and our Board of Directors seeks another business combination, our stockholders cannot be certain that the Company will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the Merger Agreement;
•we may experience negative reactions from the financial markets or from our affiliated independent real estate agents, franchisees, brokers, employees, joint venture partners, customers, or other persons with whom we have a business relationship;
•uncertainties associated with the merger may hinder our ability to attract and retain affiliated independent real estate agents, franchisees, and key personnel;
•restrictions on the conduct of the respective businesses prior to the completion of the Merger, including undertaking certain business opportunities that could otherwise have been pursued;
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•time and resources, financial and other, committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities; and
•we will be required to pay costs relating to the Merger, such as legal, accounting, financial advisory and printing fees, whether or not the Merger is completed.
In addition, if the Merger is not completed, the Company could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against such party to perform its obligations under the Merger Agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results and stock price.
We are subject to business uncertainties and contractual restrictions, which could adversely affect our business and operations prior to the Merger.
Parties with which the Company does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships the Company. It is possible that some of our affiliated independent real estate agents, franchisees, brokers, joint venture partners, customers, or other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with the Company, as the case may be, as a result of the Merger or otherwise, which could negatively affect revenues, earnings and/or cash flows of the Company, as well as the market price of Compass Class A common stock or Company common stock, regardless of whether the Merger is completed. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
Under the terms of the Merger Agreement, the Company has agreed to operate its business in the ordinary course consistent with past practice in all material respects prior to closing. The Company is subject to certain restrictions on the conduct of its business prior to completing the Merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness, pay dividends, incur capital expenditures or settle claims. Such limitations could prevent the Company from pursuing certain business opportunities that are outside of the ordinary course of business, and adversely affect the Company’s business and operations prior to the completion of the Merger.
The Merger is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") that may take longer than expected to receive or may impose conditions that could have an adverse effect the Company or, if not obtained, could prevent completion of the Merger.
Before the Merger may be completed, any applicable waiting period under the HSR Act relating to the completion of the Merger must have expired or been terminated. Under the Merger Agreement, Compass and we have agreed to use respective reasonable best efforts to obtain such authorizations and consents, and each of Compass and the Company, has agreed to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law (including any antitrust laws) to consummate and make effective the Merger at the earliest practicable date. There can be no assurance that the relevant waiting periods will expire or that relevant authorizations will be obtained.
In addition, at any time before or after the completion of the Merger, and notwithstanding the termination of the applicable waiting period, the applicable U.S. authorities or any state attorney general or ex-U.S. regulatory authorities could take any action under antitrust or other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Merger or permitting completion subject to regulatory conditions. In addition, private third parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust or other regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.
We may not prevail and may incur significant costs in defending or settling any such action. Adverse developments in our regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally could affect whether and when required governmental authorizations are granted.
As a condition to authorizations and consents that are granted, governmental authorities may impose requirements, limitations or costs or may materially delay or prevent the completion of the Merger. Satisfying the conditions to completion of the Merger may take longer, and could cost more, than we expect. We cannot predict whether and when these other conditions will be satisfied. There can be no assurance that regulators will not impose terms and conditions that have the effect of delaying or preventing the closing of the Merger or creating additional material costs.
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There can be no assurance that the conditions to the completion of the Merger set forth in the Merger Agreement relating to applicable regulatory laws will be satisfied.
The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us.
The Merger Agreement contains “no shop” covenants that restrict the Company’s ability to, directly or indirectly, initiate, solicit, propose, knowingly assist, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any acquisition proposal, engage or participate in any negotiations or discussions with any person concerning any acquisition proposal, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, subject to certain exceptions, or, unless the Merger Agreement has been terminated in accordance with its terms, approve or enter into any letter of intent, agreement in principle or other agreement in connection with or relating to any acquisition proposal.
These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of us from considering or proposing that acquisition.
The Merger consideration is fixed and will not be adjusted. Because the market price of Compass Class A common stock may fluctuate, our stockholders cannot be sure of the market value of the consideration they will receive in exchange for their shares of our common stock in connection with the Merger.
In connection with the Merger, each share of our common stock issued and outstanding immediately prior to the effective time (other than any shares of our common stock that are owned (i) directly or indirectly, by us or by Compass or Merger Sub, or (ii) by any direct or indirect subsidiary of either us or Compass, other than Merger Sub) will be converted into the right to receive 1.436 fully paid and nonassessable shares of Compass Class A common stock (with, if applicable, cash in lieu of fractional shares). This exchange ratio is fixed and will not be adjusted for changes in the market price of either Compass Class A common stock or our common stock. Accordingly, the market value of the stock consideration that holders of our common stock will receive will vary based on the price of Compass Class A common stock at the time such holders receive the Merger consideration. The market price of Compass Class A common stock may decline after the date of this Quarterly Report on Form 10-Q.
If the Merger is completed, there will be a lapse of time between each of the date of this Quarterly Report on Form 10-Q, the date on which our stockholders vote to approve the Merger Agreement at the special meeting of our stockholders, and the date on which our stockholders entitled to receive the Merger Consideration actually receive the Merger Consideration. The market value of shares of Compass Class A common stock may decline during and after these periods as a result of a variety of factors, and consequently, at the time our stockholders must decide whether to approve the Merger Agreement, they will not know the actual market value of any Merger Consideration they will receive when the Merger is completed. The actual value of any Merger Consideration received by our stockholders at the completion of the Merger will depend on the market value of the shares of Compass Class A common stock at that time.
The market price of the common stock of the combined company may continue to fluctuate, potentially significantly, following completion of the Merger, and as a result, former stockholders of the Company could lose some or all of the value of their investment in Compass Class A common stock. The Company is not permitted to terminate the Merger Agreement as a result, in and of itself, of any increase or decrease in the market price of Compass Class A common stock or our common stock.
Our stockholders are urged to obtain current market quotations for shares of our common stock and for shares of Compass Class A common stock.
Uncertainties associated with the Merger may cause a loss of management personnel and other key personnel, which could adversely affect our business and operations.
The Company is dependent on the experience and industry knowledge of its officers and other key personnel to execute its business plans. The Company’s success until the Merger will depend in part upon the ability of the Company to retain certain key management personnel and other key personnel. Current and prospective employees of the Company may experience uncertainty about their roles following the completion of the Merger, which may have an adverse effect on the ability of the Company to attract or retain key management and other key personnel. The Company could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.
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The Company will incur significant costs in connection with the transactions contemplated by the Merger Agreement, which may be in excess of those that we anticipate.
The Company has incurred and expects to continue to incur a number of non-recurring fees and costs associated with negotiating and completing the transactions, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial, and in many cases, will be borne by the Company regardless of whether the Merger is completed. The substantial majority of non-recurring expenses will consist of transaction costs related to the Merger and include, among others, employee retention costs, fees paid to financial, legal, strategic and accounting advisors, severance and benefit costs, proxy solicitation costs and filing fees.
The Company will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. The Company will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger and the integration of the two companies’ businesses. While the Company has assumed that a certain level of expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all.
Litigation relating to the Merger could result in an injunction preventing the completion of the Merger and/or substantial costs to the Company.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s business, financial condition and results of operations.
Lawsuits that may be brought against the Company or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the completion of the transactions is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the transactions. As such, if an injunction prohibiting the consummation of the transactions is obtained, that injunction may prevent the transactions from becoming effective or from becoming effective within the expected timeframe or at all, which may adversely affect the Company’s business, financial condition and results of operations.
If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, holders of our common stock may be required to pay additional U.S. federal income taxes.
The Company intends for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, and the Company intends to report the Merger consistent with such qualification. Assuming the Merger so qualifies, a holder of our common stock that receives shares of Compass Class A common stock pursuant to the Merger generally will not recognize gain or loss for U.S. federal income tax purposes (except with respect to any cash received instead of a fractional share of Compass Class A common stock). However, it is not a condition to the Company’s obligation to complete the transaction that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes or that the Company receives an opinion of counsel to that effect, and it is possible that the Merger may not so qualify.
The Company has not sought and will not seek a ruling from the U.S. Internal Revenue Service (the "IRS") regarding any matters relating to the Merger and the other transactions contemplated by the Merger Agreement and, as a result, there can be no assurance that the IRS would not assert that the Merger does not qualify as a “reorganization,” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, or that a court would not sustain such a position. If the IRS or a court were to determine that the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of our common stock that receives shares of Compass Class A common stock pursuant to the Merger generally would recognize taxable gain or loss in an amount equal to the difference, if any, between the fair market value of the Compass Class A common stock received (including any fractional share interest deemed received and exchanged for cash) by such holder and such holder’s adjusted tax basis in the Company common stock exchanged therefor.
Holders of our common stock should consult with their tax advisors to determine the particular U.S. federal, state, local, or non-U.S. income or other tax consequences of the Merger to them.
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Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2025, there were no
Item 6. Exhibits.
Exhibit Description
2.1^ Agreement and Plan of Merger, by and among Compass, Inc., Anywhere Real Estate Inc. and Velocity Merger Sub, Inc., dated September 22, 2025 (Incorporated by reference to Exhibit 2.1 to Anywhere Real Estate Inc.'s Current Report on Form 8-K filed on September 22, 2025).
10.1 Voting and Support Agreement, by and among Compass, Inc., Anywhere Real Estate Inc., Robert L. Reffkin, Ruth Reffkin Family Trust, 2021 Reffkin Remainder Interest Trust, Reffkin Investment I Corp., Reffkin Investment II Corp. and Reffkin 2022 Family Trust, dated September 22, 2025 (Incorporated by reference to Exhibit 10.1 to Anywhere Real Estate Inc.'s Current Report on Form 8-K filed on September 22, 2025).
10.2 Voting and Support Agreement, by and among Compass, Inc., Anywhere Real Estate Inc., AG MM, L.P., AG Arts Credit Fund, L.P., AG Capital Solutions SMA One, L.P., AG Credit Solutions Non-ECI Master Fund, L.P., AG Credit Solutions Master Fund II A, L.P., AG Corporate Credit Opportunities Fund, L.P., AG Cataloochee LP, AG POTOMAC FUND, L.P. and AG Super Fund Master, L.P., dated September 22, 2025 (Incorporated by reference to Exhibit 10.2 to Anywhere Real Estate Inc.'s Current Report on Form 8-K filed on September 22, 2025).
15.1* Letter Regarding Unaudited Interim Financial Statements.
31.1* Certification of the Chief Executive Officer of Anywhere Real Estate Inc. pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2* Certification of the Chief Financial Officer of Anywhere Real Estate Inc. pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.3* Certification of the Chief Executive Officer of Anywhere Real Estate Group LLC pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.4* Certification of the Chief Financial Officer of Anywhere Real Estate Group LLC pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1* Certification for Anywhere Real Estate Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification for Anywhere Real Estate Group LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial information from Anywhere's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________
* Filed herewith.
^ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANYWHERE REAL ESTATE INC.
and
ANYWHERE REAL ESTATE GROUP LLC
(Registrants)
Date: November 5, 2025
/S/ CHARLOTTE C. SIMONELLI
Charlotte C. Simonelli
Executive Vice President and
Chief Financial Officer
Date: November 5, 2025
/S/ TIMOTHY B. GUSTAVSON
Timothy B. Gustavson
Senior Vice President,
Chief Accounting Officer and
Controller
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FAQ
What did Anywhere Real Estate (HOUS) report for Q3 2025 revenue and earnings?
Net revenues were $1,626 million and the company reported a net loss of $13 million with diluted EPS of $(0.12).
What are the key terms of the Compass-Anywhere merger for HOUS shareholders?
Each Anywhere share will convert into 1.436 Compass Class A shares, pending stockholder and regulatory approvals.
What termination fees are included in the Compass-Anywhere merger agreement?
A $200 million termination fee applies in specified circumstances, and $350 million is payable by Compass if regulatory clearances are not obtained or the deal is permanently enjoined.
How did HOUS perform year-to-date through Q3 2025?
Year‑to‑date net revenues were $4,512 million with a net loss of $63 million.
What financing actions did Anywhere take in 2025?
It issued $500 million of 9.75% Senior Secured Second Lien Notes and reduced Exchangeable Senior Notes to $36 million.
How many HOUS shares were outstanding as of November 3, 2025?
There were 112,130,696 shares outstanding.
Which segment drove most Q3 2025 revenue for HOUS?
Owned Brokerage Group via gross commission income of $1,323 million drove most of the quarter’s revenue.
Anywhere Real Estate Inc
NYSE:HOUS
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1.14B
103.83M
7.09%
95.98%
3.31%
Real Estate Services
Real Estate Agents & Managers (for Others)
United States
MADISON