Anywhere Real Estate Inc SEC Filings

Anywhere Real Estate Inc. completed its previously announced merger with Compass, Inc., making Anywhere a wholly owned subsidiary of Compass. At the effective time, each outstanding share of Anywhere common stock (other than certain excluded shares) was converted into the right to receive 1.436 shares of Compass class A common stock plus cash for any fractional share. Former Anywhere shareholders no longer have rights as Anywhere shareholders other than to receive this merger consideration.

Following completion of the merger, Anywhere notified the NYSE, trading in its common stock was suspended, and delisting and deregistration steps are being taken, including a planned Form 15 to end Exchange Act reporting. All pre‑merger Anywhere directors resigned and were replaced by the former directors of the merger subsidiary, and the company’s certificate of incorporation and bylaws were amended and restated in their eighth amended and restated forms.

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.

Anywhere Real Estate Inc. reports that a key regulatory milestone for its planned merger with Compass, Inc. has been reached. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on January 2, 2026 at 11:59 p.m. Eastern Time, removing one of the required antitrust clearances for closing the deal in the United States.

The merger would combine Anywhere with Compass, with Anywhere becoming a wholly owned subsidiary of Compass. Closing still depends on other conditions, including adoption of the merger agreement by Anywhere’s stockholders and approval by Compass’ stockholders of certain share issuances related to the transaction. A special meeting of Anywhere stockholders to vote on the merger is scheduled for January 7, 2026, and completion is expected to occur shortly after all closing conditions are satisfied.

Anywhere Real Estate Inc. reports that the regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its planned merger with Compass, Inc. expired on January 2, 2026 at 11:59 p.m. Eastern Time. This removes a key U.S. antitrust review condition for the transaction, in which Velocity Merger Sub, Inc., a Compass subsidiary, will merge with Anywhere, leaving Anywhere as a wholly owned Compass subsidiary.

The merger still depends on other closing conditions, including adoption of the Merger Agreement by Anywhere stockholders and approval by Compass stockholders of certain share issuances related to the deal. The companies state that completion of the merger is expected to occur shortly after all remaining conditions are satisfied, and a special meeting of Anywhere stockholders to vote on the merger matters is scheduled for January 7, 2026.

Anywhere Real Estate Inc. reported new shareholder litigation and issued supplemental disclosures related to its pending merger with Compass, Inc. Three individual stockholder complaints in New York and New Jersey courts allege that the definitive proxy for the merger omits or misstates information, and seek additional disclosures and potentially to enjoin or unwind the merger. Anywhere and Compass state they believe these claims are without merit but are providing extra details to avoid delays to the January 7, 2026 special stockholder meeting and the merger timeline.

The supplemental information expands on research analyst price targets for Anywhere, Goldman Sachs’ discounted cash flow and future share price analyses for Anywhere and the combined company, and the treatment and estimated value of unvested equity awards for executives and directors, including aggregate unvested award values of $13.56 million for non‑named executive officers and $8.63 million for non‑employee directors. The companies also clarify that, as of this disclosure, no final post‑closing compensation arrangements have been set for Anywhere executive officers who may be retained by the combined company.

Anywhere Real Estate Inc. reported an insider equity transaction by its CEO, President and Director, Ryan M. Schneider, on 12/12/2025.

The Form 4 shows three dispositions coded “F” of common stock, $0.01 par value, in amounts of 94,232, 89,590 and 157,234 shares at a price of $14.59, leaving him with 2,516,052 shares beneficially owned directly after the last transaction. The shares were forfeited to satisfy tax withholding obligations upon partial vesting of restricted stock unit awards that were accelerated to mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc..

Anywhere Real Estate Inc. reported an insider equity transaction by its EVP & Chief Financial Officer, Charlotte C. Simonelli. On December 12, 2025, she forfeited blocks of 22,088, 25,200 and 34,021 shares of common stock in transactions coded “F” at $14.59 per share, reflecting shares withheld to satisfy tax obligations on vesting restricted stock units.

The company explains that these shares were forfeited to cover tax withholding upon partial vesting of restricted stock unit awards that were accelerated to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed merger with Compass, Inc. Following these transactions, she beneficially owned 734,487 shares of Anywhere Real Estate common stock.

Anywhere Real Estate Inc. reported insider stock activity by its EVP and Chief Technology Officer on 12/12/2025. Two transactions in common stock at $14.59 per share are shown, where 12,923 and 22,680 shares were forfeited to cover tax withholding.

The forfeiture occurred when restricted stock unit awards partially vested and were accelerated to help mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc. After these transactions, the reporting person directly beneficially owned 222,906 shares of Anywhere Real Estate common stock.

Anywhere Real Estate Inc. officer Susan E. Yannaccone reported multiple insider equity transactions related to restricted stock units on 12/12/2025. The filing shows several entries where common shares were withheld (transaction code F) at $14.59 per share, in amounts including 22,086, 25,198, 44,222 and 88,342 shares.

According to the explanation, these shares were forfeited to satisfy tax withholding obligations upon partial vesting of restricted stock unit awards. The vesting was accelerated to help mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc.. After the reported transactions, Yannaccone directly beneficially owned 527,254 shares of Anywhere Real Estate common stock.