Compass, Inc. (COMP): M&A transaction — Compass completes all-stock acquisition of Anywhere Real Estate; issues $1B convertible notes

Compass, Inc.

Completed acquisition of Anywhere Real Estate on Jan 9, 2026; each Anywhere share exchanged for 1.436 Compass shares.
Issued $1.0B of 0.25% convertible senior notes due 2031; initial conversion price ~$15.98 per share.
Net proceeds used to repay Anywhere debt and fund capped call transactions that reduce potential dilution.
Robert Reffkin remains Chairman and CEO of combined company under Compass International Holdings.
Equity plans and outstanding awards from Anywhere assumed and converted into Compass equity.

item 1.01 item 2.01 item 2.03 item 3.02 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Compass, Inc. completed an acquisition involving Anywhere Real Estate Inc. for 1.436 fully paid and nonassessable shares of Company common stock (closed 2026-01-09).

Action: acquisition
Counterparty: Anywhere Real Estate Inc.
Consideration: 1.436 fully paid and nonassessable shares of Company common stock
Closing: 2026-01-09

Exact text from the filing

by the Company or Merger Sub, or (ii) by any direct or indirect subsidiary of either the Anywhere or the Company, other than Merger Sub) were converted into the right to receive 1.436 fully paid and nonassessable shares (the “Exchange Ratio”) of Company common stock and, if applicable, cash in lieu of fractional shares (collectively, the “Merger

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Compass, Inc. entered into Indenture with Wilmington Trust, National Association valued at $1,000.0 million in aggregate principal amount (effective 2026-01-09).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Trust, National Association
Value: $1,000.0 million in aggregate principal amount
Effective: 2026-01-09

Exact text from the filing

the Company entered into an Indenture, dated as of January 9, 2026 (the “Indenture”), by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee

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Compass, Inc. filing history →

Source: SEC EDGAR

accession 0001563190-26-000019

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