Anywhere Real Estate Inc.

09/26/2025 | Press release | Distributed by Public on 09/26/2025 14:59

Business Combination Prospectus (Form 425)

Filed by Anywhere Real Estate Inc.

(Commission File No.: 001-35674)

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Anywhere Real Estate Inc.

(Commission File No.: 001-35674)

The following communication was made by Anywhere Real Estate Inc. ("Anywhere") to Anywhere franchisees and brokers on September 26, 2025, in connection with the proposed combination of Anywhere and Compass, Inc. ("Compass").

Anywhere-Compass Merger Agreement

[FRANCHISEE][OWNED-BROKERAGE] MESSAGING/FAQ

Key Messages:

•

A merger between Compass and Anywhere has the potential to enhance your ability to serve your customers.

The combined organization will retain the companies' distinct brands and will aim to deliver even more value that you can pass on to buyers and sellers.

•

Nothing is changing right now.

Your arrangements with your brokerage remain the same and you will continue to receive the same services, marketing, and support as agents are accustomed to receiving from [BRAND].

•

[BRAND] will remain fully independent.

The announcement between Compass and Anywhere includes a mutual commitment to preserving the independence of [BRAND]. The core of what our brand has built - [our culture and distinct brand positioning] - is staying right where it is.

FAQ:

What are the details of the Anywhere-Compass merger?

Anywhere and Compass jointly announced a merger agreement to combine in an all-stock transaction, which is subject to regulatory approval. You can read about some of the specifics of the agreement in this press release.

What will happen to my brand?

[BRAND] will remain fully independent and will retain its unique culture and brand positioning. Compass and Anywhere have publicly committed to preserving our brand, as well as others under the Anywhere network.

How can you ensure that our brand isn't diluted because of this agreement?

We are no strangers to having multiple brands under one roof - [BRAND] has thrived as part of Anywhere, a family of six brands, for [XX years]. Our distinct culture is what makes us great, and we'll continue to honor our history and identity. We believe this agreement to combine the strength and assets of both Compass and Anywhere represents the best path to providing [BRAND] with a superior environment to grow their business long-term.

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Why is this good for agents?

The agreement brings together Anywhere and Compass' unique brands, integrated services, great talent, world-class agents and franchisees, and technology - with the goal of helping you bring even more value to every facet of the buying and selling experience. The announcement also includes a mutual commitment to preserving and honoring the independence of Anywhere's brands including [BRAND], [recognizing the local experiences and cultures that define us].

In short, you will retain the value of our existing brand while benefiting from a combined team that can offer even more value to help you do more business.

What do I need to do now?

Nothing - keep helping consumers buy and sell homes. The transaction is not expected to close until the second half of 2026, and even when it does, Compass has explicitly stated it will preserve the unique independence of [BRAND], so your focus can remain on serving buyers and sellers.

What do I say if a customer asks me about this?

Your clients should know that the merger agreement and proposed transaction has no impact on how you will serve them as a [BRAND] agent. Any changes that may occur in the future have no bearing on your ability to serve them as a trusted advisor or help them achieve their goals.

What happens to the ownership of my brokerage?1

Your [BRAND] brokerage is independently owned and operated, and will remain that way.

When will this happen?

It's expected that the transaction will close in the second half of 2026, subject to customary closing conditions and regulatory approval. Until then Compass and Anywhere remain separate and independent, and its business as usual.

1

This FAQ to be included in Franchisee Messaging only.

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Important Information about the Transaction and Where to Find It

In connection with the proposed transaction between Anywhere and Compass, Anywhere and Compass will file relevant materials with the SEC, including a registration statement on Form S-4 filed by Compass (the "Registration Statement") that will include a joint proxy statement of Compass and Anywhere that also constitutes a prospectus of Compass (the "Joint Proxy Statement/Prospectus"). The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Anywhere and stockholders of Compass seeking their approval of the proposed transaction and other related matters. Each of Anywhere and Compass may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other document that Anywhere or Compass (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF COMPASS AND ANYWHERE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about Anywhere or Compass, without charge at the SEC's Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by Anywhere will be available free of charge on Anywhere's internet website at https://ir.anywhere.re/financials/sec-filings/default.aspx or by contacting Anywhere's investor relations contact at [email protected]. Copies of the documents filed with the SEC by Compass will be available free of charge on Compass's internet website at https://investors.compass.com/financials/sec-filings/default.aspx or by contacting Compass's investor relations contact at [email protected]. The information included on, or accessible through, Anywhere's website or Compass's website is not incorporated by reference into this communication.

Participants in the Solicitation

Anywhere, Compass, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Anywhere is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 24, 2025 (the "Anywhere Annual Meeting Proxy Statement") and in its Form 8-K, which was filed with the SEC on May 7, 2025. Please refer to the sections captioned "Compensation of Independent Directors," "Independent Director Stock Ownership Guidelines," "Ownership of our Common Stock" and "Executive Compensation" in the Anywhere Annual Meeting Proxy Statement. To the extent holdings of such participants in Anywhere's securities have changed since the amounts described in the Anywhere Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001398987&owner=only. Information about the directors and executive officers of Compass is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 4, 2025 (the "Compass Annual Meeting Proxy Statement") and in its Form 8-Ks, which were filed with the SEC on May 29, 2025, July 30, 2025 and September 9, 2025. Please refer to the sections captioned "Security Ownership of Certain Beneficial Owners and Management" and "Compensation Tables" in the Compass Annual Meeting Proxy Statement. To the extent holdings of such participants in Compass's securities have changed since the amounts described in the Compass Annual

Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001563190&owner=only. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Joint Proxy Statement/Prospectus and the other relevant materials filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "potential," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." These forward-looking statements include, but are not limited to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the expected timeline; and the ability to satisfy all closing conditions. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, Anywhere or Compass express an expectation or belief as to future results or events, it is based on Anywhere and/or Compass's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Anywhere nor Compass can give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: Compass's and Anywhere's ability to consummate the proposed transaction on the expected timeline or at all; Compass's and Anywhere's ability to obtain the necessary regulatory approval in a timely manner and the risk that such approval is not obtained or is obtained subject to conditions that are not anticipated; Compass's or Anywhere's ability to obtain approval of the stockholders; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Anywhere or Compass to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Compass's and Anywhere's ability to retain agents and personnel or that there could be potential adverse

reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation relating to the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Compass's ability to integrate Anywhere promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company's operations; certain restrictions during the pendency of the proposed transaction that may impact Anywhere's or Compass's ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; and other risk factors detailed from time to time in Anywhere's and Compass's reports filed with the SEC, including Anywhere's and Compass's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Joint Proxy Statement/Prospectus that will be included in the Registration Statement that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Anywhere's or Compass's actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Anywhere or Compass operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither Anywhere nor Compass assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on Anywhere's or Compass's website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Anywhere Real Estate Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 26, 2025 at 21:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]