- Compass and Anywhere shareholders approved the all-stock merger on Jan. 7, 2026, with closing targeted for Jan. 9 pending customary conditions.
- The roughly $10B (incl. debt) deal exchanges 1.436 Compass shares per Anywhere share, leaving about 78% ownership to Compass holders and 22% to Anywhere holders.
- Antitrust review under Hart-Scott-Rodino expired Jan. 2, 2026 without intervention despite political scrutiny and concentration concerns.
- Stockholder lawsuits over proxy disclosure adequacy prompted supplemental filings to reduce litigation risk and keep the timeline intact.
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The Compass-Anywhere merger represents one of the most significant consolidations in the U.S. residential real estate sector. Initially announced in September 2025 as a ~$10 billion all-stock deal (including debt), the agreement transfers 1.436 Compass Class A shares for each share of Anywhere, valuing Anywhere’s stock at $13.01 per share—an ~84% premium over recent trading levels. This achieves a capital structure whereby Compass shareholders will own ~78% of the merged entity, and Anywhere shareholders the remaining ~22%.
On the governance and execution front, the merger obtained critical approvals on January 7, 2026. Approximately 99% of votes cast at Compass approved the sharing structure, while about 72.4% of all outstanding shares of Anywhere were in favor of adopting the merger agreement. The Hart-Scott-Rodino Act antitrust review waiting period expired January 2, 2026, without objection, removing a major regulatory roadblock. However, full closing remains contingent upon satisfying remaining conditions, including final regulatory clearances and other customary closing elements.
Even so, the merger was not without legal and political headwinds. Three stockholder lawsuits filed in New York and New Jersey (McDaniels, Marino, Drulias) alleged disclosure deficiencies in the proxy materials, particularly around valuation analyses and equity award treatment. To mitigate risk, the parties voluntarily provided supplemental disclosures. In parallel, U.S. Senators have called for increased oversight and possible investigations by DOJ/FTC over competition and transparency concerns in the real estate market.
Strategically, this merger gives Compass-Anywhere a combined sales volume in 2024 of about $418 billion—nearly three times its nearest competitor eXp Realty—and consolidates control over some of the most recognizable brokerage brands (e.g., Coldwell Banker, Sotheby’s, Century 21) under one platform. This scale may afford cost synergies, greater control over listings inventory, and stronger influence over licensing and real estate software/tech investment. Nevertheless, risks include potential inventory exclusivity pressures, regional market concentration triggering divestiture demands, cultural and operational integration challenges, and the high premium paid, which some investors have already penalized (e.g., Compass stock dipped upon announcement).
Supporting Notes
- The Hart-Scott-Rodino Act waiting period expired January 2, 2026; stockholders of Compass and Anywhere approved the merger in special meetings held on January 7, 2026.
- Compass shareholders voted ~99% in favor of issuing shares to Anywhere stockholders; Anywhere’s shareholders approved the merger with ~72.4% of outstanding shares voting in favor.
- Terms: Each Anywhere share converts to 1.436 Compass Class A shares, valuing each Anywhere share at $13.01 based on a 30-day VWAP as of September 19, 2025; post-merger ownership roughly 78% Compass / 22% Anywhere.
- The deal creates a combined enterprise value of approximately $10 billion including debt, bringing together major brokerage brands and roughly 340,000 agents globally under one entity.
- Lawsuits filed in December 2025 allege disclosure deficiencies in the proxy statement, prompting supplemental disclosures especially on valuation assumptions and executive/director awards.
- Senators Warren and Wyden called on DOJ and FTC in December to scrutinize the deal, citing concerns over market transparency, broker fees, and dominant market share—including analyses showing concentration above presumptive antitrust thresholds in several states, including Manhattan and Newport Beach, California.
- Despite regulatory and legal risk, the merger is expected to close on January 9, 2026, subject to customary conditions.