Compass, INC. 8-K Filing

Key Financial Figures

• $0.00001 — hich Registered Class A Common Stock, $0.00001 par value per share COMP The New York S
• $11.00 — arget Price Target Date Broker A BTIG $11.00 August 27, 2025 Broker B Deutsche $8.
• $8.00 — .00 August 27, 2025 Broker B Deutsche $8.00 July 31, 2025 Broker C Morgan Stanley
• $7.00 — 00 July 31, 2025 Broker D Wells Fargo $7.00 July 30, 2025 Broker E Barclays $8.00
• $600 million — e in the terminal year of approximately $600 million (which analysis implied perpetuity grow
• $2,549 million — ubtracted the net debt of approximately $2,549 million , and non-controlling interest of Anywh
• $4 million — g interest of Anywhere of approximately $4 million , each as provided by and approved for
• $11.31 — e present values per share ranging from $11.31 to $17.55. The second paragraph on Pa
• $17.55 — values per share ranging from $11.31 to $17.55. The second paragraph on Page 71 unde
• $1,575 million — r in the terminal year of approximately $1,575 million (which analysis implied perpetuity grow
• $2,496 million — n-controlling interest of approximately $2,496 million , and post-tax transaction costs of Com
• $107 million — o forma for the merger of approximately $107 million , each as provided by and approved for
• $16.96 — in a range of implied present values of $16.96 to $21.77 of the consideration to be pa
• $21.77 — of implied present values of $16.96 to $21.77 of the consideration to be paid for eac
• $2,457 m — of Anywhere's net debt of approximately $2,457 million, $2,344 million and $2,131 millio

Filing Documents

• comp-20251229.htm (8-K) — 90KB
• 0001563190-25-000214.txt ( ) — 217KB
• comp-20251229.xsd (EX-101.SCH) — 2KB
• comp-20251229_lab.xml (EX-101.LAB) — 22KB
• comp-20251229_pre.xml (EX-101.PRE) — 13KB
• comp-20251229_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. As previously disclosed, on September 22, 2025, Compass, Inc., a Delaware corporation (the " Company " or " Compass "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Anywhere Real Estate Inc., a Delaware corporation (" Anywhere ") and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (" 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 Anywhere (the " Merger "), with Anywhere surviving the Merger as a wholly owned subsidiary of the Company. The Company filed with the U.S. Securities and Exchange Commission (the " SEC ") on November 14, 2025 a registration statement on Form S-4 containing a joint proxy statement/prospectus, and filed a definitive joint proxy statement/prospectus with the SEC on December 2, 2025 (collectively, the " Joint Proxy Statement/Prospectus ") for the solicitation of proxies in connection with the special meeting of the Company's stockholders, to be held on January 7, 2026 (the " Special Meeting "), to vote upon, among other things, matters necessary to adopt and complete the Merger. Litigation Related to the Merger Following the filing of the Joint Proxy Statement/Prospectus with the SEC, and as of December 29, 2025, three complaints have been filed by purported stockholders of Anywhere as individual actions with respect to the Merger, as follows: McDaniels v. Anywhere Real Estate Inc. et al. (Supreme Court of the State of New York, County of New York, December 10, 2025) (the " McDaniels Complaint "); Marino v. Anywhere Real Estate Inc. et al. , Index No. 656398/2025 (Supreme Court of the State of New York, County of New York, December 11, 2025) (the " Marino Complaint "); and Drulias v. Anywhere Real Estate Inc. et al. (Superior Court of New Jersey, December 18, 2025) (the " Drulias Complaint " and, together with t

Forward-Looking Statements

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 and Section 21E of 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." These forward-looking statements include, but are not limited to, statements related to the expected benefits of the Merger; the anticipated impact of the Merger 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 Merger; 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 Merger 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' 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' and Anywhere's ability to consummate the Merger on the expected timeline or at all; Compass' and Anywhere's ability to obtain the necessary regulatory approval in a timely manner and the risk that such

SIGNATURES

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. COMPASS, INC. Date: December 29, 2025 By: /s/

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