8-K filed January 9, 2026, 6:59 PM ET CIK 0001398987

M&A confidence high sentiment neutral materiality 1.00

Anywhere Real Estate acquired by Compas; shareholders receive 1.436 Compass shares per HOUS share

Anywhere Real Estate Inc.

Merger completed Jan 9, 2026; each HOUS share converted into 1.436 Compass (COMP) shares.
Anywhere common stock delisted from NYSE; company becomes wholly owned subsidiary of Compass.
All 12 board members resigned; new directors from Merger Sub appointed.
Seventh Amended and Restated Certificate of Incorporation and Bylaws replaced with Eighth versions.
Outstanding equity awards (RSUs, DSUs, PSUs, options, cash awards) converted into Compass equity or cash.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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company_name: Anywhere Real Estate Inc.
filed_at: 2026-01-09T23:59:59+00:00
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Source-grounded claims

99bfaf41a0cbed30e22e575b05e04a2c2dccd68b

Anywhere Real Estate Inc.: Amended and restated the Seventh Amended and Restated Certificate of Incorporation as the Eighth Amended and Restated Certificate of Incorporation in connection with the Merger.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

9a46b6c27def3d1ef836c8d62345fdfbc686342f

Anywhere Real Estate Inc.: Amended and restated the Seventh Amended and Restated Bylaws as the Eighth Amended and Restated Bylaws in connection with the Merger.

Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in its entirety as the Eighth Amended and Restated Bylaws of the Company (the “ Bylaws ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

Comparable filing

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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