[SCHEDULE 13D/A] Anywhere Real Estate Inc. SEC Filing

Rhea-AI Filing Summary

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

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

Positive

• Voting and Support Agreement: Angelo Gordon-managed accounts committed to vote their shares in favor of the Merger Agreement, reducing closing risk for the proposed transaction
• Material economic exposure disclosed: Reporting Persons clearly disclose equity, swaps and debt positions, improving transparency about their stake and obligations

Negative

• No voting rights from swaps: The cash-settled equity swaps provide economic exposure but do not convey voting or dispositive control, limiting governance influence from that exposure
• Concentrated position but below control threshold: The disclosed beneficial ownership is 8.7%, a meaningful minority stake but not a controlling interest

Insights

Financial Analyst

TL;DR: A coordinated investor group holds material economic exposure and voting commitments ahead of a proposed Compass merger, representing a meaningful minority stake.

The Reporting Persons report potential beneficial ownership of 9,692,993 shares (8.7%), supplemented by cash-settled swaps with notional exposure to 8,136,546 shares (7.3%). The disclosure of convertible/exchangeable and secured note holdings totaling material principal amounts signals multi-instrument exposure to the issuer's capital structure. The Voting and Support Agreement creates near-term voting certainty for the merger, reducing execution risk for the buyer. The swap counterparties retain settlement obligations in cash; Reporting Persons disclaim voting/control from swaps, which is important for governance impact assessment.

M&A Specialist

TL;DR: The Angelo Gordon parties formally committed votes to approve the September 22, 2025 merger with Compass and agreed to customary non-solicitation and transfer limits.

The Voting and Support Agreement requires the Angelo Gordon-managed accounts to vote their beneficial shares in favor of the Merger Agreement, to oppose competing proposals and to limit transfers, subject to stated exceptions. This contractual support materially strengthens the buyer’s pathway to closing by locking a block representing single-digit but meaningful shareholder support. The agreement terminates on termination of the Merger Agreement or at the effective time of the merger.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Anywhere Real Estate Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

75605Y106

(CUSIP Number)

Jennifer L. Chu
TPG Inc., 301 Commerce Street, Suite 3300
Fort Worth, TX, 76102
(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75605Y106

1

Name of reporting person

TPG GP A, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,692,993.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,692,993.00

11

Aggregate amount beneficially owned by each reporting person

9,692,993.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 112,023,820 shares of Common Stock (as defined below) outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the U.S. Securities and Exchange Commission (the "Commission") on August 8, 2025.

SCHEDULE 13D

CUSIP No. 75605Y106

1

Name of reporting person

Angelo, Gordon & Co., L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,692,993.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,692,993.00

11

Aggregate amount beneficially owned by each reporting person

9,692,993.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 112,023,820 shares of Common Stock outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2025.

SCHEDULE 13D

CUSIP No. 75605Y106

1

Name of reporting person

AG GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,692,993.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,692,993.00

11

Aggregate amount beneficially owned by each reporting person

9,692,993.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 112,023,820 shares of Common Stock outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2025.

SCHEDULE 13D

CUSIP No. 75605Y106

1

Name of reporting person

James G. Coulter

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,692,993.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,692,993.00

11

Aggregate amount beneficially owned by each reporting person

9,692,993.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 112,023,820 shares of Common Stock outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2025.

SCHEDULE 13D

CUSIP No. 75605Y106

1

Name of reporting person

Jon Winkelried

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,692,993.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,692,993.00

11

Aggregate amount beneficially owned by each reporting person

9,692,993.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 112,023,820 shares of Common Stock outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Anywhere Real Estate Inc.
(c)	Address of Issuer's Principal Executive Offices: 175 Park Avenue, Madison, NEW JERSEY , 07940.
Item 1 Comment: This Amendment No. 7 (the "Amendment") amends and supplements the Schedule 13D filed by the relevant Reporting Persons on November 23, 2022, as amended and supplemented by Amendment No. 1 filed on June 26, 2023, Amendment No. 2 filed on October 12, 2023, Amendment No. 3 filed on November 2, 2023, Amendment No. 4 filed on November 13, 2023, Amendment No. 5 filed on February 12, 2024 and Amendment No. 6 filed on March 12, 2025 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	This Amendment amends and restates the second paragraph of Item 2(a) of the Original Schedule 13D in its entirety as set forth below: "TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which is the general partner of Angelo Gordon, which is the manager to certain managed accounts and investment fund vehicles (collectively, the "Accounts") that directly hold an aggregate of 9,692,993 shares of Common Stock."
(b)	This Amendment amends and restates the first paragraph of Item 2(b) of the Original Schedule 13D in its entirety as set forth below: "The following list includes the name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of TPG GP A (the "TPG GP A Officers"). All addresses are c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. James G. Coulter (Executive Chairman) Jon Winkelried (Chief Executive Officer) Jack Weingart (Chief Financial Officer) Todd Sisitsky (President) Anilu Vazquez-Ubarri (Chief Operating Officer) Jennifer L. Chu (Chief Legal Officer and General Counsel) Joann Harris (Chief Compliance Officer) Martin Davidson (Chief Accounting Officer) Steven A. Willmann (Treasurer) Jordan Kolar (Vice President)"
Item 4.	Purpose of Transaction
	This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following: "The Noteholder currently holds $137,152,000 in aggregate principal amount of 7.000% Second Lien Senior Secured Notes due 2030."
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment amends and restates the second paragraph of Item 5(a)-(b) of the Original Schedule 13D in its entirety as set forth below: "The following sentence is based on a total of 112,023,820 shares of Common Stock outstanding as of August 6, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 9,692,993 shares of Common Stock, which constitutes approximately 8.7% of the outstanding shares of Common Stock."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This Amendment amends and supplements Item 6 of the Original Schedule 13D as follows: "Merger Agreement On September 22, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compass, Inc., a Delaware corporation ("Parent") and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("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 Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Voting and Support Agreement Concurrently with the execution and delivery of the Merger Agreement, at the request of the Issuer, certain funds and accounts managed or advised by Angelo Gordon ("Angelo Gordon Parties") entered into a Voting and Support Agreement with Parent and Issuer (the "Voting and Support Agreement"). The Voting and Support Agreement generally requires, subject to certain exceptions, that the Angelo Gordon parties will, among other things, vote all of the shares of Common Stock of Issuer they beneficially own (i) in favor of the adoption of the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Issuer to a later date if there is not a quorum or there are not sufficient votes to adopt the Merger Agreement, (iii) against any competing proposals to the transactions contemplated by the Merger Agreement, and (iv) against any action, proposal, transaction or agreement involving the Issuer or its subsidiaries, or any amendment of the organizational documents of the Issuer, in each case of this clause (iv), which would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement, or of the Angelo Gordon Parties contained in the Voting and Support Agreement or (B) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger. The Voting and Support Agreement also includes non-solicitation covenants with respect to alternative transactions similar to those included in the Merger Agreement with respect to the Issuer. In addition, the Angelo Gordon Parties agreed that, subject to certain exceptions, they will not transfer or cause the transfer of any of the shares of Common Stock of Issuer they beneficially own. The Voting and Support Agreement will terminate upon the earlier of the termination of the Merger Agreement and the effective time of the Merger. References to and the description of the Voting and Support Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of the Voting and Support Agreement, which is filed as an exhibit hereto and is incorporated by reference herein. The Accounts have established a position in cash-settled equity swaps that in the aggregate represent economic exposure comparable to a notional interest in 8,136,546 shares of Common Stock (representing economic exposure comparable to approximately 7.3% of the outstanding shares of Common Stock). Under the terms of the swaps, (i) the Accounts will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Accounts any positive price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The Reporting Persons' counterparty is Nomura Global Financial Products Inc. The swaps do not give the Reporting Persons or the Accounts direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time by any counterparty to the contracts. In addition, other investment vehicles that may be deemed to be controlled by the Reporting Persons hold $18,800,000 aggregate principal amount of the Issuer's 5.75% Senior Notes due 2029. In addition, the Accounts hold $21,587,000 aggregate principal amount the Issuer's 0.25% Exchangeable Senior Notes due 2026 (the "Exchangeable Notes"). The Accounts have the right before March 15, 2026 to exchange their Exchangeable Notes upon the occurrence of certain events described in the indenture governing the Exchangeable Notes. On or after March 15, 2026, the Accounts may exchange their Exchangeable Notes at any time at their election until the close of business on the second scheduled trading day immediately before the June 15, 2026 maturity date of the notes. Upon exchange, the Issuer will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Issuer's election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. The initial exchange rate for the Exchangeable Notes is 40.8397 shares of Common Stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $24.49 per share of Common Stock). The exchange rate and exchange price of the Exchangeable Notes are subject to customary adjustments upon the occurrence of certain events. The Reporting Persons may, subject to the Voting and Support Agreement, enter into additional securities, or swaps for additional securities, of the Issuer depending on market conditions and may increase or decrease its economic exposure through such additional securities, swaps or other derivative instruments."
Item 7.	Material to be Filed as Exhibits.
	1. Agreement of Joint Filing, dated November 1, 2023, by and among Issuer, TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried (incorporated by reference to Amendment No. 3 to this Schedule 13D filed by the Reporting Persons with the Commission on November 2, 2023). 2. Exchange Agreement, dated July 25, 2023, by and among Issuer, Anywhere, Anywhere Co-Issuer, Intermediate Holdings, and the Subsidiary Guarantors and the Noteholder (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Issuer with the Commission on July 26, 2023). 3. Cooperation Agreement, dated and effective as of February 8, 2024, by and among Issuer and the Investor Parties named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Commission on February 8, 2024). 4. Voting and Support Agreement, dated September 22, 2025, by and among the Issuer, Parent and certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the Commission on September 22, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TPG GP A, LLC

Signature:	/s/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	09/22/2025

Angelo, Gordon & Co., L.P.

Signature:	/s/ Christopher Moore
Name/Title:	Christopher Moore / Authorized Signatory of GP
Date:	09/22/2025

AG GP LLC

Signature:	/s/ Christopher Moore
Name/Title:	Christopher Moore / Authorized Signatory
Date:	09/22/2025

James G. Coulter

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	09/22/2025

Jon Winkelried

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	09/22/2025

Comments accompanying signature:

(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

FAQ

How many shares of HOUS does the reporting group beneficially own?

The Reporting Persons may be deemed to beneficially own 9,692,993 shares, representing approximately 8.7% of outstanding common stock (based on 112,023,820 shares).

What agreement did the reporting parties enter regarding the September 22, 2025 merger?

Certain Angelo Gordon-managed funds entered into a Voting and Support Agreement requiring them to vote their beneficial shares in favor of the Merger Agreement with Compass, oppose competing proposals, and limit transfers subject to exceptions.

Do the cash-settled swaps give the reporting persons voting control of HOUS stock?

No. The swaps provide economic exposure to 8,136,546 notional shares (about 7.3%) but do not give direct or indirect voting, investment, or dispositive control; all settlements are in cash.

What debt positions related to Anywhere Real Estate are disclosed?

The filing states the Noteholder holds $137,152,000 aggregate principal of 7.000% Second Lien Senior Secured Notes due 2030; other vehicles hold $18.8 million of 5.75% Senior Notes due 2029 and $21,587,000 of Exchangeable Senior Notes due 2026.

When will the reporting parties’ Exchangeable Notes be exchangeable?

The Accounts have the right before March 15, 2026 to exchange the Exchangeable Notes upon certain events; on or after March 15, 2026 they may exchange at any time until shortly before the June 15, 2026 maturity date.