Compass, Inc. (NYSE:COMP) entered into a definitive agreement to acquire Anywhere Real Estate Inc. (NYSE:HOUS) from a group of shareholders for $1.7 billion on September 22, 2025. Under the terms of the agreement, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, which represents a value of $13.01 per Anywhere common stock share. Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%. The combined company is expected to have an enterprise value of approximately $10 billion, including the assumption of debt. In case of termination Anywhere will pay $200 million to Compass and Compass will pay $200 million to Anywhere.

Upon closing of the transaction, Compass CEO & Founder Robert Reffkin will lead the combined company.

The transaction has been unanimously approved by the Boards of Directors of both Compass and Anywhere. It is expected to close in the second half of 2026, subject to approval by both Compass and Anywhere shareholders, and satisfaction of customary closing conditions, including receipt of regulatory approvals, the authorization for listing on the NYSE of the Compass Shares to be issued in the Merger, the effectiveness of the registration statement, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As of January 7, 2026 The HSR Act waiting period expired on January 2, 2026 at 11:59 p.m. Eastern Time. Compass and Anywhere Real Estate have announced that the stockholders of both companies have given their approval for the transaction. As of January 7, 2026, the transaction is expected to close on January 9, 2026.

Sean Gormley and Eric Rosenblum of Morgan Stanley & Co. LLC acted as financial advisor and Joshua Kogan, Rachael G. Coffey, Heath Mayo, Andrea Agathoklis Murino, Jack Coles, Lauren Taylor, Ross M. Leff, Alborz Tolou, Jason Kanner, Andrea Weintraub, Michael L. Urschel, Raghav Gupta, Tad Bardenwerper, Scott D. Price, Katherine C. Nemeth, Sehj Vather, Christopher J. Worek, Lindsey Weiss Harris, Seth Traxler and Amber Harezlak of Kirkland & Ellis LLP acted as legal advisor for Compass, Inc. Compass has agreed to pay Morgan Stanley a transaction fee of $24 million, $2.5 million of which has already been paid for Morgan Stanley?s delivery of its fairness opinion and other financial advisory services, and the remainder of which is contingent upon consummation of such transactions, as well an additional discretionary fee of up to $4 million, payable at the Compass Board?s sole discretion upon the closing of the transactions contemplated by the merger agreement. Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor for Anywhere Real Estate Inc. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Anywhere. Goldman Sachs will receive a fee of approximately $42 million, $3 million of which became payable upon the delivery by Goldman Sachs of the results of the study undertaken by Goldman Sachs with respect to its opinion, and the remainder of which is contingent upon the consummation of the merger. Ari B. Blaut and Rita-Anne O?Neill of Sullivan & Cromwell LLP acted as legal advisor to Angelo, Gordon & Co., L.P. Edward Vergara of Seward & Kissel LLP acted as legal advisor to the stockholders of Compass. Philip Richter and Roy Tannenbaum of Fried Frank is advising Goldman Sachs & Co. Jason Woolmer, Shai V. Marshall, Ismael Duran, David Barash, Kerry E. Johnson and Andrew Goodman of Paul Hastings LLP advised Morgan Stanley & Co. LLC. Sodali & Co. acted as information agent to Anywhere. Anywhere will pay Sodali & Co. a fee of approximately $20,000 for its services. Broadridge Financial Solutions. Inc. acted as information agent to Compass, Inc. Computershare Trust Company, N.A. and Computershare Shareowner Services LLC acted as transfer agents to Anywhere.

Compass, Inc. (NYSE:COMP) completed the acquisition of Anywhere Real Estate Inc. (NYSE:HOUS) from a group of shareholders on January 9, 2026. Anywhere will survive the Merger as a wholly-owned subsidiary of the Company.