Anywhere Real Estate (HOUS) Proxy Filing summary

Executive summary

• Compass, Inc. and Anywhere Real Estate Inc. have agreed to merge, with Compass acquiring Anywhere in an all-stock transaction, making Anywhere a wholly owned subsidiary of Compass and delisting it from the NYSE.

• Each share of Anywhere common stock will be converted into 1.436 shares of Compass Class A common stock, with cash paid in lieu of fractional shares.

• The merger is expected to close in the second half of 2026, subject to regulatory and shareholder approvals and other customary closing conditions.

• After the merger, Compass shareholders will own approximately 77.7% of the combined company, and Anywhere shareholders will own about 22.3%.

• The merger aims to create a premier residential real estate platform with significant cost synergies and expanded geographic reach.

Voting matters and shareholder proposals

• Compass shareholders will vote on the issuance of Compass Class A shares to Anywhere shareholders and on the potential adjournment of the special meeting.

• Anywhere shareholders will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and the potential adjournment of their special meeting.

• Both boards unanimously recommend voting in favor of all proposals.

• Approval of the merger by both sets of shareholders is required for the transaction to proceed.

Board of directors and corporate governance

• The composition of the Compass board will remain unchanged after the merger.

• Voting and support agreements have been executed by key shareholders and executives to support the merger.

• The merger agreement includes provisions for director and officer indemnification and insurance for Anywhere’s current and former directors and officers.