Anywhere Real Estate (NYSE: HOUS) reports shareholder approval of Compass merger proposals

Rhea-AI Filing Summary

Anywhere Real Estate Inc. reported the results of a special stockholder meeting held on January 7, 2026 to consider proposals related to its planned merger with Compass, Inc. Under the Merger Agreement, a Compass subsidiary will merge with Anywhere, which will survive as a wholly owned subsidiary of Compass if the transaction closes.

Holders of 81,752,977 shares of Anywhere common stock, or approximately 72.90% of the 112,130,696 shares outstanding and entitled to vote as of the December 12, 2025 record date, were present, establishing a quorum. One proposal received 81,165,471 votes for, 141,490 against and 446,016 abstentions, while another received 69,170,949 votes for, 12,507,439 against and 74,589 abstentions. An adjournment proposal was not needed because there were sufficient votes to approve the merger-related business.

Anywhere and Compass also issued a joint press release about the vote results. The report includes extensive forward-looking statement cautions highlighting that completion of the merger remains subject to regulatory approvals, satisfaction of closing conditions, and other risks described in the proxy statement and SEC filings.

Insights

M&A and corporate actions analyst

Shareholders backed key merger proposals, but closing still depends on approvals and conditions.

Anywhere Real Estate held a special meeting to vote on proposals tied to its planned merger with Compass. Turnout was high, with 81,752,977 shares represented out of 112,130,696 outstanding as of the December 12, 2025 record date, or approximately 72.90%, which established a quorum to conduct business.

The disclosed tallies show strong support for the merger-related agenda. One proposal drew 81,165,471 votes for versus 141,490 against, with 446,016 abstentions. A second proposal received 69,170,949 votes for and 12,507,439 against, with 74,589 abstentions. Because there were sufficient votes to approve the merger-related business, the adjournment proposal was not brought to a vote.

The filing emphasizes that the transaction is still subject to multiple conditions, including regulatory approvals, satisfaction of closing conditions, and the risk of potential termination events under the merger agreement. The forward-looking language underscores that timing and realization of any expected synergies or leverage benefits will depend on whether the merger is ultimately consummated on the contemplated terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 7, 2026

Anywhere Real Estate Inc.

(Exact Name of Registrant As Specified In Its Charter)

Delaware		001-35674		20-8050955
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

175 Park Avenue

Madison, NJ 07940

(Address of Principal Executive Offices, including Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.		Common Stock, par value $0.01 per share		HOUS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 7, 2026, Anywhere Real Estate Inc. (the “Company” or “Anywhere”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Compass, Inc., a Delaware corporation (“Compass”) and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Compass (“Merger Sub”). The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Compass.

As of the close of business on December 12, 2025, the record date for the Special Meeting (the “Record Date”), there were 112,130,696 shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 81,752,977 shares of Company Common Stock, representing approximately 72.90% of the outstanding shares issued and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the Company’s stockholders voted on the following proposals and cast their votes as described below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2025 (the “Proxy Statement”).

1. The proposal to approve the adoption of the Merger Agreement (the “Merger Proposal”) was approved by the votes set forth below:

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
81,165,471		141,490		446,016		0

2 The proposal to approve, on an advisory non-binding basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement, was approved by the votes set forth below:

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
69,170,949		12,507,439		74,589		0

The Company’s stockholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to adopt the Merger Agreement or ensure that any supplement or amendment to the Proxy Statement is provided to shareholders on a timely basis, as there were sufficient votes to approve the Merger Proposal and such adjournment was not necessary.

No other matters were considered and voted on by the Company’s stockholders at the Special Meeting.

Item 7.01. Regulation FD Disclosure.

On January 7, 2026, the Company and Compass issued a joint press release announcing the votes cast at the Special Meeting, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Anywhere and Compass, dated as of January 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Disclosure Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.” These forward-looking statements include, but are not limited to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the

proposed transaction on the combined company’s business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the expected timeline; and the ability to satisfy all closing conditions. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, Anywhere or Compass express an expectation or belief as to future results or events, it is based on Anywhere and/or Compass’s current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Anywhere nor Compass can give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: Compass’s and Anywhere’s ability to consummate the proposed transaction on the expected timeline or at all; Compass’s and Anywhere’s ability to obtain the necessary regulatory approval in a timely manner and the risk that such approval is not obtained or is obtained subject to conditions that are not anticipated; 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 Anywhere or Compass to pay a termination fee; the diversion of management time on transaction-related issues; 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 integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Compass’s and Anywhere’s ability to retain agents and 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 the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Compass’s ability to integrate Anywhere promptly and effectively; anticipated tax treatment, 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; certain restrictions during the pendency of the proposed transaction that may impact Anywhere’s or Compass’s ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; and other risk factors detailed from time to time in Anywhere’s and Compass’s reports filed with the SEC, including Anywhere’s and Compass’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement. While the list of factors presented here and the list of factors presented in the Proxy Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Anywhere’s or Compass’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Anywhere or Compass operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Current Report on Form 8-K. Neither Anywhere nor Compass assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on Anywhere’s or Compass’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ANYWHERE REAL ESTATE INC.
Date: January 7, 2026				By:		/s/ Marilyn J. Wasser
						Marilyn J. Wasser
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Anywhere Real Estate Inc. (HOUS) disclose in this 8-K?

Anywhere Real Estate Inc. disclosed the results of a January 7, 2026 special stockholder meeting held to vote on proposals related to its planned merger with Compass, Inc. It also noted that Anywhere and Compass issued a joint press release about the vote, furnished as Exhibit 99.1.

How many Anywhere (HOUS) shares were eligible to vote and how many were represented?

As of the December 12, 2025 record date, there were 112,130,696 shares of Anywhere common stock outstanding and entitled to vote. At the special meeting, holders of 81,752,977 shares, representing approximately 72.90% of those outstanding and entitled to vote, were present virtually or by proxy.

What were the vote results on the proposals at the Anywhere special meeting?

For one proposal, stockholders cast 81,165,471 votes for, 141,490 against, and 446,016 abstentions. For another proposal, they cast 69,170,949 votes for, 12,507,439 against, and 74,589 abstentions. These results provided sufficient approval for the merger-related business.

Was an adjournment of the Anywhere (HOUS) special meeting necessary?

No. The proposal to approve an adjournment of the special meeting, if necessary or appropriate to solicit additional proxies or address any proxy statement supplement, was not voted on because there were already sufficient votes to approve the merger-related proposal.

What is the structure of the proposed Anywhere–Compass merger?

Under the Merger Agreement dated September 22, 2025, Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., will merge with and into Anywhere Real Estate Inc. After the merger, Anywhere would survive as a wholly owned subsidiary of Compass if the transaction is completed.

What risks and conditions related to the Anywhere–Compass merger are highlighted?

The disclosure notes that completion of the proposed transaction depends on factors such as obtaining necessary regulatory approvals, satisfaction of closing conditions, and the possibility of termination events under the Merger Agreement, as well as potential disruption to business, retention of agents and personnel, integration challenges, and other risks discussed in the proxy statement and SEC filings.

How is the joint press release about the Anywhere voting results treated in this filing?

The joint press release by Anywhere and Compass dated January 7, 2026 is furnished as Exhibit 99.1 under Item 7.01. It is described as being "furnished" rather than "filed," meaning it is not subject to certain Exchange Act liabilities and is not incorporated into other SEC filings unless specifically referenced.