Compass, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement 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. Merger Consideration On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Anywhere (the “Anywhere Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock that are owned (i) directly or indirectly, by Anywhere or by the Company or Merger Sub, or (ii) by any direct or indirect subsidiary of either the Anywhere or Company, other than Merger Sub) will be converted into the right to receive 1.436 fully paid and nonassessable shares (the “Exchange Ratio”) of class A common stock, par value $0.00001 per share, of the Company (the “Company Shares”) and, if applicable, cash in lieu of fractional shares (collectively, the “Merger Consideration”). The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes. If the Merger is consummated, the shares of Anywhere Common Stock will be delisted from the New York Stock Exchange (the “NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Treatment of Anywhere Equity Awards On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding equity award with respect to Anywhere Common Stock will be treated as follows: (a) Anywhere Restricted Stock Units (“Anywhere RSU Awards”), Deferred Stock Units (“Anywhere DSU Award”) and Performance Stock Units (“Anywhere PSU Awards”): Each outstanding Anywhere RSU Award, each outstanding Anywhere DSU Award and each outstanding Anywhere PSU Award will be canceled and converted into a time-based restricted stock unit award of the Company (each, a “Company RSU Award”) relating to a number of Company Shares equal to the number of shares subject to such Anywhere RSU Award,... (b) Anywhere Option Awards (“Anywhere Option Awards”): Each outstanding Anywhere Option Award held by any individual who is not an employee of Anywhere as of immediately prior to the Effective Time will be treated as net exercised and canceled for the Merger Consideration in respect of each net share, determined by dividing (i)(A) the excess, if any, of the value of the Merger Consideration over the per share exercise price of the Anywhere Option Award, multiplied by (B) the number of shares ... prior to the Effective Time multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the Anywhere Option Award divided by the Exchange Ratio. Each Adjusted Option will otherwise be subject to the same terms and conditions applicable to the corresponding Anywhere Option Award, including vesting terms. (c) Anywhere Performance-Vesting Cash Awards and Time-Vesting Cash Awards: Each performance-vesting cash award and time-vesting cash award of Anywhere will be assumed by the Company and continue to be subject to the same terms and conditions (including vesting and accelerated vesting); provided that any performance goals applicable to the performance-vesting cash awards will be deemed achieved in the same manner as described above with respect to Anywhere PSU Awards. Debt Financing Commitment In connection with its entry into the Merger Agreement, on September 22, 2025, the Company entered into a debt financing commitment letter and related fee letters with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF has committed to provide the Company with debt financing in an aggregate principal amount of up to $750 million in the form of a 364-day senior secured bridge loan facility, subject to customary conditions and entry into definitive financing and ancillary documentation as set forth therein. The Company expects that the existing senior notes of Anywhere and its subsidiaries will remain in place following the closing. The net proceeds of the debt financing is expected to be used to refinance certain existing indebtedness of Anywhere and its subsidiaries and to pay fees, costs and expenses related thereto. The Company intends to refinance such existing indebtedness and fund the payment of such fees, costs and expenses through one or more capital markets transactions, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the bridge loan facility. Company Stock Issuance The Company’s board of directors has, by unanimous written consent, (a) determined that the Merger Agreement and the transactions contemplated thereby, including the issuance of Company Class A Common Stock, pursuant to the Merger Agreement (the “Company Stock Issuance”), are fair to, and in the best interests of, the Company and the Company’s stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and the Company Stock Issuance and (c) resolved to recommend that the Company’s stockholders approve the Company Stock Issuance and directed that such matter be submitted for consideration at the meeting of the Company’s stockholders to consider the approval of the Company Stock Issuance. Conditions to Completing the Merger The completion of the Merger is subject to the satisfaction or waiver of certain customary conditions, including: (a) the approval of the issuance of the Company Shares in connection with the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of the Company common stock entitled to vote thereon and represented at the Company stockholders’ meeting (the “Company Stockholder Approval”); (b) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Anywhere Common Stock entitled to vote thereon (the “Anywhere Stockholder Approval”); (c) the authorization for listing on the NYSE of the Company Shares to be issued in the Merger; (d) the effectiveness of the registration statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Company Shares to be issued in the Merger; (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (f) the absence of an injunction, order or law prohibiting the Merger; (g) the accuracy of the parties’ respective representations and warranties, subject to materiality standards set forth in the Merger Agreement; and (h) material compliance by each party with its respective obligations under the Merger Agreement. Representations and Warranties; Covenants The Merger Agreement contains customary representations and warranties of both the Company and Merger Sub, on the one hand, and Anywhere, on the other hand, and the parties have agreed to customary covenants, including, among others, relating to (i) the conduct of the Company’s and Anywhere’s respective businesses during the period between the execution of the Merger Agreement and the Effective Time, (ii) the obligation of the Company to call a meeting of its stockholders to approve the issuance of Company Shares in connection with the Merger and the obligation of Anywhere to call a meeting of its stockholders to approve the adoption of the Merger Agreement, and (iii) the Company’s and Anywhere’s respective non-solicitation obligations related to alternative business combination proposals. The Merger Agreement provides that the Company and Anywhere are required to use reasonable best efforts to obtain antitrust and other required regulatory approvals in order to consummate the transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement. Termination Rights and Fees The Merger Agreement contains termination rights for each of the Company and Anywhere, including that either party may terminate the Merger Agreement (a) if, subject to certain limitations, the Merger has not closed by September 22, 2026, subject to three automatic extensions of three months each if on each such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived (as such date may be extended in accordance with the terms of the Merger Agreement, the “Outside Date”); (b) if there exists a final and nonappealable law or order prohibiting the Merger; (c) if, in the case of termination by the Company, there is a failure to receive the Anywhere Stockholder Approval or, in the case of termination by Anywhere, there is a failure to receive the Company Stockholder Approval; (d) in the event of a material uncured breach by the other party of its representations, warranties, covenants or other agreements under the Merger Agreement; and (e) if, in the case of termination by the Company, the board of directors of Anywhere changes its recommendation in favor of the Merger or, in the case of termination by Anywhere, the board of directors of the Company changes its recommendation in favor of the issuance of Company Shares in connection with the Merger. Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $200 million will be payable by the Company or Anywhere, as applicable. In addition, upon termination of the Merger Agreement because certain required regulatory clearances are not obtained before the Outside Date or if the Merger is permanently enjoined, the Company will be required to pay Anywhere a termination fee of $350 million. The Merger Agreement also provides that either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement. Important Statement Regarding the Merger Agreement The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, in this Current Report on Form 8-K is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The Merger Agreement has been included to provide investors with information regarding its terms. The Merger Agreement is not intended to provide any other factual information about the Company, Merger Sub or Anywhere. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Information concerning the subject matter of representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Anywhere’s respective public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the Company or Anywhere filed or will file with the SEC. Support Agreements Concurrently with the execution and delivery of the Merger Agreement, Robert L. Reffkin, chairman of the board of directors and Chief Executive Officer of the Company, and certain funds affiliated with Mr. Reffkin, who collectively hold and have the power to vote or direct the voting of approximately 29.6% of the issued and outstanding voting power of the Company common stock (the “Subject Company Shares”), entered into a voting and support agreement with the Company (the “Company Support Agreement”) pursuant to which, among other things, Mr. Reffkin and such funds have agreed, subject to the terms of the Company Support Agreement, to (i) vote the Subject Company Shares in favor of the approval of the issuance of Company Shares in connection with the Merger and (ii) not transfer the Subject Company Shares, with certain limited exceptions. The Company Support Agreement will terminate upon the earlier of the termination of the Merger Agreement and the Effective Time. Concurrently with the execution and delivery of the Merger Agreement, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that collectively hold and have the power to vote or direct the voting of approximately 8.7% of Anywhere Common Stock (the “Subject Anywhere Shares”), entered into a voting and support agreement with Anywhere (the “Anywhere Support Agreement”) pursuant to which, among other things, such funds and accounts have agreed, subject to the terms of the Anywhere Support Agreement, to (i) vote the Subject Anywhere Shares in favor of the adoption of the Merger Agreement and (ii) not transfer the Subject Anywhere Shares, with certain limited exceptions. The Anywhere Support Agreement will terminate upon the earlier of the termination of the Merger Agreement and the Effective Time. The foregoing descriptions of the Company Support Agreement and the Anywhere Support Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Compass Support Agreement and the Company Support Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. On September 22, 2025, the Company and Anywhere issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In connection with the announcement of the Merger Agreement, the Company intends to hold a conference call and provide supplemental information regarding the proposed transaction in presentations to analysts and investors at 8:00 a.m. ET on September 22, 2025. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being “furnished” and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.