Compass, Inc.

Current report

The Merger is subject to conditions, some or all of which may not be satisfied, on a timely basis or at all. Failure to complete the Merger, or complete the Merger on a timely basis, could have material adverse effects on our business, financial condition, results of operations and the trading price of our Class A common stock.

Current report

The completion of the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable law) of a number of conditions as specified in the Merger Agreement. These conditions include, among other things, (1) (A) adoption of the Merger Agreement by Anywhere’s stockholders and (B) approval of the issuance of our Class A common stock pursuant to the Merger Agreement by our stockholders, (2) authorization for listing on the NYSE of the shares of our Class A common stock to be issued in the Merger, subject to official notice of issuance, (3) receipt of specified governmental consents and approvals and the termination or expiration of all applicable waiting periods in respect thereof, including but not limited to those required under the HSR Act, (4) effectiveness of the registration statement on Form S-4 for the shares of our Class A common stock to be issued in the Merger, and (5) the absence of any order, decree, ruling, injunction or other action preventing the completion of the Merger or making the completion of the Merger illegal. Our obligation to consummate the Merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by us and Anywhere on the date of the Merger Agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by us and Anywhere in all material respects of our and Anywhere's obligations under the Merger Agreement. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed. Additionally, other events could occur that could result in the Merger not being completed.

Current report

If the Merger is not completed for any reason, our business, financial condition, results of operations and trading price of our Class A common stock may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, we will be subject to a number of risks, including the following:

Current report

•the market price of our Class A common stock could decline;

Current report

•we could owe a termination fee to Anywhere in specified circumstances;

Current report

•if the Merger Agreement is terminated and we seek another business combination, there is no certainty that we will be able to pursue a transaction on terms equivalent to or more attractive than the terms set forth in the Merger Agreement;

Current report

•restrictions on the conduct of our business prior to the completion of the Merger, including undertaking certain business opportunities that could otherwise have been pursued;

Current report

•time and resources, financial and other, committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities;

Current report

•we may experience negative reactions from the financial markets or from agents, brokers, franchisees, affiliates, customers, real estate partners, employees and other counterparties; and

Current report

•we will be required to pay costs relating to the Merger, such as legal, accounting, financial advisory and printing fees, whether or not the Merger is completed.

Current report

In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

Current report

Similarly, delays in the completion of the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe and, among other things, result in additional transaction costs, loss of revenue, additional expense or other negative effects associated with delay and uncertainty about completion of the Merger and could materially and adversely impact the combined company’s business, financial condition and results of operations and trading price of our Class A common stock following the completion of the Merger.

Current report

The Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and the receipt of any required approvals, consents or clearances from certain regulatory authorities that may take longer than expected to receive or may impose conditions that could have an adverse effect on our company or the combined company or, if not obtained, could prevent completion of the Merger.

Current report

Before the Merger may be completed, any applicable waiting period under the HSR Act relating to the completion of the Merger must have expired or been terminated. Under the Merger Agreement, we and Anywhere have each agreed to use our respective reasonable best efforts to obtain such authorizations and consents, and each has agreed to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law (including any antitrust laws) to consummate and make effective the Merger at the earliest practicable date. There can be no assurance that the relevant waiting periods will expire or that relevant authorizations will be obtained.

Current report

In addition, at any time before or after the completion of the Merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. authorities or any state attorney general or ex-U.S. regulatory authorities could take any action under antitrust or other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Merger or permitting completion subject to regulatory conditions, including but not limited to divestiture of substantial assets of the parties. In addition, private third parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust or other regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

Current report

We may not prevail and may incur significant costs in defending or settling any such action. Adverse developments in our regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally could affect whether and when required governmental authorizations are granted.

Current report

As a condition to authorizations and consents that are granted, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business or may materially delay or prevent the completion of the Merger. Satisfying the conditions to and completion of the Merger may take longer, and could cost more, than we expect. We cannot predict whether and when these other conditions will be satisfied. There can be no assurance that regulators will not impose terms and conditions that have the effect of delaying or preventing the closing of the Merger or creating additional material costs on or materially limiting the revenues of the combined company following the Merger, or otherwise adversely affecting the combined company's business and results of operations after completion of the Merger. Any delay in completing the Merger may adversely affect the cost synergies and other anticipated benefits that we expect to achieve if the Merger and the integration of Anywhere is completed within our expected timeframe.

Current report

There can be no assurance that the conditions to the completion of the Merger set forth in the Merger Agreement relating to applicable regulatory laws will be satisfied.

Current report

Additionally, in some circumstances, upon termination of the Merger Agreement, we could be required to pay a termination fee of $200 million to Anywhere, or a termination fee of $350 million to Anywhere in the event that the Merger Agreement is terminated due to the failure to receive required regulatory approvals before the Outside Date or if the Merger is permanently enjoined.

Current report

We may be unable to successfully integrate Anywhere’s business and realize cost synergies and other anticipated benefits of the Merger.

Current report

The success of the Merger will depend, in part, on our ability to successfully combine and integrate the two companies, which currently operate as independent public companies, and realize the cost synergies and other anticipated benefits, including innovation opportunities and operational efficiencies, from the Merger, in a manner that does not materially disrupt existing agent, broker, franchise, affiliate, customer, real estate partner, employee and other stakeholder relations nor result in decreased revenues. If we are unable to achieve the cost synergies and other anticipated benefits within the expected timeframe, or at all, our business, financial condition, results of operations and the trading price of our Class A common stock may be materially adversely affected.

Current report

The integration of the two companies may result in material challenges, including, without limitation:

Current report

•the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the Merger and related integration work;

Current report

•the disruption of, or loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies;

Current report

•managing a larger and more complex combined business;

Current report

•maintaining employee morale, retaining key management and other employees and the possibility that the integration process and potential organizational changes may adversely impact the ability to maintain employee relationships;

Current report

•retaining existing business and operational relationships, including but not limited with agents, brokers, franchisees, affiliates, customers, real estate partners, employees and other counterparties; and attracting new business and operational relationships;

Current report

•the integration process not proceeding as expected, including due to a possibility of faulty assumptions or expectations regarding the integration process or Anywhere’s operations;

Current report

•consolidating corporate, administrative and compliance infrastructures and eliminating duplicative operations;

Current report

•coordinating geographically separate organizations, including in international markets with differing business, legal and regulatory climates;

Current report

•challenges and risks associated with onboarding Anywhere agents and franchisees onto our platform on a timely basis or at all;

Current report

•unanticipated issues in integrating information technology, communications and other complex systems; and

Current report

•unforeseen expenses, costs, liabilities or delays associated with the Merger or the integration.

Current report

Many of these factors will be outside of our or Anywhere's control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues or cost synergies and diversion of management’s time and energy, which could materially affect our business, financial condition, results of operations and the trading price of our Class A common stock.

Current report

In addition, due to legal restrictions, we are currently permitted to conduct only limited planning for the integration of the two companies following the Merger and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the Merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Current report

In connection with the Merger, we will assume certain indebtedness of Anywhere and may incur significant additional indebtedness, which could adversely affect our business and operations, including by decreasing our business flexibility and significantly increasing our interest expense, among other things.

Current report

Historically, we have not incurred any long-term debt and when we incurred short-term debt, we paid it off timely. The consolidated short-term and long-term debt of Anywhere as of September 30, 2025 was approximately $2.6 billion, a significant part of which will be assumed by us upon completion of the Merger. Additionally, we may incur significant additional indebtedness in connection with the Merger or otherwise. As a result, we will have substantially increased indebtedness following completion of the Merger in comparison to our historical levels, which could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and significantly increasing our interest expense. We will also incur various non-interest costs and expenses associated with such indebtedness. The amount of cash required to pay interest on the increased indebtedness levels following completion of the Merger and thus the demands on our cash resources will be greater than the amount of cash flows required to service our indebtedness prior to the completion of the Merger. The increased levels of indebtedness following completion of the Merger could also reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels. If we do not achieve the cost synergies and other anticipated benefits from the Merger, or if the financial performance of the combined company does not meet current expectations, then our ability to service the combined company's indebtedness may be adversely impacted.

Current report

During the pendency of the Merger, we and Anywhere, and after completion of the Merger, the combined company, might not be able to recruit and retain agents at the same rate as they had in the past, which could adversely affect our and the combined company’s business, financial condition and results of operations.

Current report

Uncertainties associated with the Merger, including but not limited to issues related to the actual or perceived difficulty of integration or desire not to become associated with the combined company, may cause our and Anywhere’s agent recruitment and retention rates to decline during the pendency of the Merger and after the Merger is completed. Furthermore, we may be required to incur additional costs to retain agents, potentially by offering them compensation arrangements on terms that are less favorable to us. As a result, we and Anywhere may experience a decline in gross sales commissions that we generate or we may not generate anticipated gross sales commissions on the expected timeframe, which could adversely affect our and the combined company’s business, financial condition and results of operations.

Current report

Uncertainties associated with the Merger may cause a loss of management and other key personnel, which could adversely affect our business and operations, as well as the future business and operations of the combined company following completion of the Merger.