NEW YORK, Jan 7, 2026, 19:26 ET — After-hours
- Compass shares rose about 9% after hours as investors digested a guidance lift and new financing moves
- Compass launched a proposed $750 million convertible notes offering tied to the pending Anywhere merger
- Compass and Anywhere stockholders approved the all-stock deal; companies expect to close on Jan. 9
Compass, Inc. shares rose 9.4% to $11.84 in after-hours trading on Wednesday after the real estate brokerage flagged stronger fourth-quarter performance and detailed financing plans tied to its pending merger with Anywhere Real Estate. The stock swung between $9.90 and $12.58 during the session on volume of about 103 million shares.
The timing matters because Compass is trying to lock down funding and momentum before the deal closes. In an SEC filing, Compass said it expects fourth-quarter revenue at the high end of its prior $1.59 billion to $1.69 billion range and adjusted EBITDA — a profit proxy that strips out interest, tax and some other items — at or slightly above the high end of $35 million to $49 million.
Hours later, Compass and Anywhere said stockholders at both companies approved the all-stock merger at special meetings. The companies said they expect to close on Jan. 9, and projected Compass stockholders will own about 78% of the combined company, with Anywhere stockholders holding about 22%. “I am excited about building the world’s greatest real estate company with the Anywhere team,” Compass CEO Robert Reffkin said. PR Newswire
Compass also said it intends to offer $750 million of convertible senior notes due 2031 in a private placement, with an option for initial buyers to purchase up to another $112.5 million. The company said it expects to use proceeds for general corporate purposes, including repaying certain Anywhere debt at closing and funding “capped call” transactions — hedges meant to reduce potential dilution if the notes convert into shares, though the dealers’ hedging trades can add short-term volatility.
An SEC filing by Anywhere showed 81.17 million shares voted in favor of adopting the merger agreement, with support totaling about 72% of its outstanding stock. The filing also detailed the tally on a related adjournment proposal.
The path has been clearing, but it is not frictionless. HousingWire reported the deal’s antitrust waiting period has expired and that the companies still need to satisfy customary closing conditions, while noting shareholder lawsuits tied to merger disclosures that the companies have said lack merit.
The tie-up would create a far larger brokerage than most U.S. rivals. Barron’s, citing Real Estate Almanac data, put the firms’ combined 2024 sales volume at roughly $418 billion — nearly three times that of eXp World Holdings’ eXp Realty — and said Compass stock posted its highest close since late 2021.
But risks remain for a deal this big in a politically sensitive industry. In a Dec. 18 letter, U.S. Senators Elizabeth Warren and Ron Wyden urged federal antitrust enforcers to scrutinize the transaction, saying it would harm homebuyers.
Traders now turn to the fine print on the convertible notes — coupon, conversion premium and any hedging flow — and whether the companies hit their Jan. 9 closing target. Investing.com reported the deal is expected to close on that date, subject to customary conditions.
