______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 1726, 2025

_______________________________

Anywhere Real Estate Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35674

20-8050955

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

_______________________________

Anywhere Real Estate Group LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-148153

20-4381990

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

_______________________________

175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former name or former address if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Anywhere Real Estate Inc.

Common Stock, par value $0.01 per share

HOUS

New York Stock Exchange

Anywhere Real Estate Group LLC

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

______________________________________________________________________________________________________

Item 71.01. Entry ~~Regulation~~into FDa ~~Disclosure~~Material Definitive Agreement.

~~The~~Indenture ~~following~~and ~~information being furnished by Anywhere Real Estate Inc~~9.750% ~~(the~~Senior ~~“Company”,~~Secured ~~“we”,~~Second ~~“us”,~~Lien ~~“our”)~~Notes ondue this Current Report on Form 8-K (this Form 8-K”) pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing. 2030

~~Updated~~On ~~Financial~~June ~~Estimates~~ 26, 2025, Anywhere Real Estate Group LLC, a Delaware limited liability company (the “Issuer”), and Anywhere Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), issued $500.0 million aggregate principal amount of 9.750% senior secured second lien notes due 2030 (the “Notes”) under an indenture, dated June 26, 2025 (the “Indenture”), among the Issuers, Anywhere Real Estate Inc., a Delaware corporation and indirect parent of the Issuers (“Holdings”), Anywhere Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), the subsidiary guarantors party thereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee and collateral agent (in such capacity, the “Collateral Agent”). The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act (the “Notes Offering”).

OnThe ~~June~~Issuers ~~17,~~used ~~2025,~~the net proceeds from the ~~Company~~Notes ~~updated~~Offering ~~its~~to ~~financial~~repurchase ~~estimate~~$345 ~~for~~million in aggregate principal amount of their outstanding 0.25% exchangeable senior notes due 2026 (the ~~second~~“Exchangeable ~~quarter~~Notes”) for an aggregate cash payment for such amount, plus accrued and unpaid interest, of ~~2025~~$339.4 million (the “Repurchases”), and ~~affirmed~~intend ~~its~~to ~~financial~~use ~~guidance~~the ~~for~~remaining net proceeds to repay a portion of their outstanding borrowings under the ~~full~~Revolving ~~year~~Credit ~~2025~~Facility (as defined below).

~~Largely~~The ~~due~~Notes towill ~~softer~~mature ~~homesale~~on ~~transaction~~April ~~volume~~15, ~~than~~2030. ~~expected~~The inNotes ~~the~~bear ~~second~~interest ~~quarter~~at a rate of ~~2025,~~9.750% ~~driven~~per byannum. ~~market~~Interest ~~and~~on ~~macroeconomic~~the ~~volatility,~~Notes will be payable semiannually to holders of record at the ~~Company~~close ~~now~~of ~~estimates~~business ~~Operating~~on ~~EBITDA~~April ~~for~~1 or October 1 immediately preceding the ~~second~~interest ~~quarter~~payment ofdate ~~2025~~on ~~will~~April be15 ~~between~~and ~~$125~~October ~~million~~15 toof ~~$135~~each ~~million~~year, commencing October 15, 2025.

The ~~Company~~following ~~continues~~is toa ~~expect~~brief ~~Operating~~description ~~EBITDA for full year 2025 to be about $350 million based primarily upon our expectations for improving homesale transaction volume in the second half~~ of 2025 (consistent with current industry expectations and supported by year-over-year open transaction volume increases of 3% for May 2025 and 4% for June 2025, based on data through June 15, 2025, each on a combined basis for the ~~Company);~~terms ~~our previously disclosed cost savings actions for 2025 (which are more heavily weighted to the second half~~ of the ~~year);~~Notes and ~~additional~~the ~~cost management actions we intend to take~~Indenture. The ~~largest~~description ~~variable in this estimate is the performance~~ of the ~~housing~~Indenture ~~market.~~is ~~May~~qualified ~~2025~~in ~~has~~its ~~one~~entirety ~~less~~by ~~business~~reference ~~day~~to ~~than~~the ~~May~~full ~~2024~~ and ~~June~~complete ~~2025~~terms ~~has~~of ~~one more business day than June 2024. We adjust open transaction volume so that each month has~~ the ~~same~~Indenture ~~number~~which ofis ~~business~~attached ~~days,~~hereto as weExhibit ~~believe~~4.1 aand ~~same business day comparison~~ is ~~more~~incorporated ~~representative~~herein asby ~~a forward-looking indicator~~reference.

~~Our~~As ~~financial~~used ~~estimates~~herein, ~~for~~the term “Existing Second Lien Notes” refers to the ~~full~~Issuers’ ~~year~~7.000% ~~and~~Second ~~second~~Lien ~~quarter~~Senior ofSecured ~~2025~~Notes ~~are~~due ~~subject~~2030, the term “Existing Unsecured Notes” refers to, ~~among~~the ~~other~~Issuers’ ~~things,~~5.75% ~~macroeconomic~~Senior Notes due 2029 and ~~housing~~5.25% ~~market~~Senior ~~uncertainties~~Notes due 2030, ~~including~~collectively, ~~those~~and ~~related~~the term “Revolving Credit Facility” refers to ~~declining~~the ~~affordability,~~revolving ~~constrained~~credit ~~inventory~~facility ~~and~~under ~~competitive,~~the ~~litigation~~Amended and ~~regulatory~~Restated ~~uncertainties.~~Credit ~~See~~Agreement ~~"Forward-Looking~~dated ~~Statements"~~as ~~below.~~of March 5, 2013, as amended from time to time.

~~Revolving Credit Facility Balance~~ Ranking

AsThe ofNotes ~~June~~and ~~16, 2025,~~ the ~~Company~~related ~~had~~guarantees ~~$655~~thereof ~~million~~(other ofthan ~~outstanding~~the ~~borrowings~~guarantee ~~under~~by ~~its~~Holdings) ~~Revolving~~will ~~Credit~~be ~~Facility, a decline from~~ the ~~$680 million outstanding as of May 5~~Issuers’, ~~2025,~~Intermediate Holdings’ and ~~inclusive of a $41 million payment in~~ the ~~second~~Subsidiary ~~quarter~~Guarantors’ ofsenior ~~2025~~secured inobligations ~~connection~~and ~~with a 1999 Cendant legacy tax matter (which the Company intends to appeal).~~ will:

~~Securitization~~•rank ~~Obligations~~equal in right of payment with all of the Issuers’, Intermediate Holdings’ and the Subsidiary Guarantors’ existing and future senior indebtedness, including the obligations under the Revolving Credit Facility, the Existing Second Lien Notes and the guarantees thereof and the Existing Unsecured Notes and the guarantees thereof;

In•rank ~~May~~senior ~~2025,~~in ~~the~~right ~~Company entered into an amendment~~ of ~~the~~payment ~~existing~~to ~~Apple Ridge Funding LLC securitization program utilized by~~ the ~~Company's~~Issuers’, ~~relocation~~Intermediate ~~services~~Holdings’ ~~subsidiary that reduced the size of the facility to $180 million (from $200 million)~~ and ~~extended~~ the ~~securitization~~Subsidiary ~~program~~Guarantors’ ~~until~~future ~~January~~subordinated ~~15, 2026.~~ indebtedness;

~~Non-GAAP~~•be ~~Definition~~effectively junior to all of the Issuers’, Intermediate Holdings’ and the Subsidiary Guarantors’ existing and future indebtedness secured by senior liens on the Collateral (as defined below), including the obligations under the Revolving Credit Facility, to the extent of the value of the Collateral, or secured by assets that are not Collateral, to the extent of the value of such assets;

~~Operating~~•be ~~EBITDA~~effectively issenior ~~our~~to ~~primary~~all ~~non-GAAP~~of ~~measure.~~the ~~Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization~~Issuers’, ~~interest~~Intermediate ~~expense,~~Holdings’ ~~net (excluding relocation services interest for securitization assets~~ and ~~securitization~~the ~~obligations),~~Subsidiary ~~income~~Guarantors’ ~~taxes,~~existing and ~~certain~~future ~~non-core~~indebtedness ~~items.~~that ~~Non-core~~is ~~items include non-cash stock-based compensation~~unsecured, ~~restructuring~~including charges, impairments, former parent legacy items, legal contingencies unrelated to normal operations which currently includes industry-wide antitrust lawsuits and class action lawsuits, gains or losses on the ~~early~~Existing ~~extinguishment~~Unsecured ofNotes ~~debt,~~ and ~~gains or losses on discontinued operations or~~ the ~~sale~~guarantees ~~of businesses~~thereof, ~~investments~~ or ~~other~~that ~~assets.~~is ~~The~~secured ~~adjustment~~by ~~for~~junior ~~stock-based~~liens ~~compensation reflect non-cash expenses that are based~~ on ~~grant~~the ~~date fair value~~Collateral, ~~which~~in iseach ~~influenced~~case byto the ~~Company's~~extent ~~stock~~of ~~price,~~the ~~and~~value ~~recognized~~of ~~over~~ the ~~requisite~~Collateral ~~service~~(subject ~~period.~~to ~~The~~certain ~~adjustment~~permitted ~~for~~liens ~~legal~~and ~~contingencies~~after ~~excludes~~giving ~~cases~~effect ~~that~~to ~~are~~any ~~part~~senior ofliens ~~our~~on ~~normal operating activities and legal expenses incurred in~~ the ~~ordinary course of business.~~ Collateral);

We•be ~~present~~equal ~~Operating~~in ~~EBITDA~~lien ~~because~~priority weto ~~believe~~all itof isthe ~~useful~~Issuers’, asIntermediate aHoldings’ ~~supplemental~~and ~~measure in evaluating~~ the ~~performance~~Subsidiary ofGuarantors’ ~~our~~existing ~~operating~~and ~~businesses~~future ~~and~~indebtedness ~~provides~~that ~~greater~~is ~~transparency~~secured ~~into~~by ~~our~~pari ~~results~~passu ofliens ~~operations.~~on ~~Our~~the ~~management~~Collateral, including ~~our~~the ~~chief~~Existing ~~operating~~Second ~~decision~~Lien ~~maker,~~Notes ~~uses~~and ~~Operating~~the ~~EBITDA~~guarantees asthereof, ato ~~factor in evaluating~~ the ~~performance~~extent of ~~our~~the ~~business.~~value ~~Operating EBITDA should not be considered in isolation or as a substitute for net income or other statement~~ of ~~operations~~the ~~data~~Collateral; ~~prepared in accordance with GAAP.~~ and

We•be ~~believe~~structurally ~~Operating~~subordinated ~~EBITDA facilitates company-~~to~~-company~~ ~~operating~~all ~~performance~~existing ~~comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age~~ and ~~book~~future ~~depreciation~~indebtedness ~~of facilities (affecting relative depreciation expense)~~ and ~~the~~other ~~amortization~~liabilities of ~~intangibles,~~each ~~as well as other items that are not core to the operating activities~~ of the ~~Company,~~Issuer’s ~~which~~non-guarantor ~~may vary for different companies for reasons unrelated to operating~~ subsidiaries.

~~performance.~~Guarantees ~~We further believe that Operating EBITDA is frequently used by securities analysts, investors~~ and ~~other interested parties in their evaluation of companies, many of which present an Operating EBITDA measure when reporting their results.~~ Collateral

~~Operating~~The ~~EBITDA~~Notes ~~has~~are ~~limitations~~fully asand unconditionally guaranteed on an ~~analytical~~unsecured ~~tool~~senior subordinated basis by Holdings, and ~~you~~on ~~should~~a ~~not~~senior ~~consider~~secured ~~Operating~~second ~~EBITDA~~priority ~~either~~lien inbasis ~~isolation~~by Intermediate Holdings and each of the Issuer’s existing and future U.S. direct or asindirect restricted subsidiaries (other than the Co‑Issuer) that is a ~~substitute~~guarantor ~~for~~under ~~analyzing~~the ~~our~~Revolving ~~results~~Credit asFacility ~~reported~~or a guarantor under ~~GAAP.~~the ~~Some~~Existing ofSecond ~~these~~Lien ~~limitations~~Notes ~~are:~~or that incurs or guarantees certain other indebtedness in the future, subject to certain exceptions.

~~•this~~The ~~measure~~Notes ~~does~~and ~~not~~the ~~reflect~~guarantees ~~changes~~thereof in(other than the guarantee of Holdings) are secured by second‑priority liens, orsubject ~~cash~~to ~~required~~certain ~~for~~exceptions and permitted liens, ~~our~~on ~~working~~substantially ~~capital~~all ~~needs;~~of the Issuers’, Intermediate Holdings’ and the Subsidiary Guarantors’ tangible and intangible assets (the “Collateral”). The Notes and the guarantees are not secured by the assets of non‑guarantor subsidiaries and certain excluded subsidiaries.

~~•this~~The ~~measure~~priority ~~does~~of ~~not~~the ~~reflect~~liens ~~our~~securing ~~interest~~the ~~expense~~Notes ~~(except~~will ~~for~~be ~~interest~~junior ~~related~~ to ~~our~~all ~~securitization~~senior ~~obligations)~~priority liens, orincluding those securing the ~~cash~~Revolving ~~requirements~~Credit ~~necessary~~Facility. Certain indebtedness permitted to ~~service~~be ~~interest~~incurred under the Indenture may be secured by liens upon any or ~~principal~~all ~~payments~~of the Collateral securing the Notes on ~~our~~a ~~debt;~~senior lien priority basis or on an equal and ratable basis with the liens securing the Notes.

~~•this~~On ~~measure~~June ~~does~~26, ~~not~~2025, ~~reflect~~the ~~our~~Issuers, ~~income~~Intermediate ~~tax~~Holdings, ~~expense~~the orSubsidiary Guarantors and the ~~cash~~Collateral ~~requirements~~Agent entered into a collateral agreement relating to ~~pay~~the ~~our~~Notes, ~~taxes;~~which created and established the terms of the security interests that secure the Notes and the guarantees.

~~•this~~On ~~measure~~June ~~does~~26, ~~not~~2025, ~~reflect~~the ~~historical~~Collateral ~~cash~~Agent ~~expenditures~~joined orthe ~~future~~first ~~requirements~~lien/second lien intercreditor agreement, dated as of August 24, 2023 (as supplemented, the “First Lien/Second Lien Intercreditor Agreement”), by and among the Issuers, Intermediate Holdings, the Subsidiary Guarantors, the collateral agent under the Revolving Credit Facility, and the collateral agent for ~~capital~~the ~~expenditures~~Existing orSecond ~~contractual~~Lien ~~commitments;~~Notes (the “Existing Second Lien Notes Collateral Agent”). Additionally, on June 26, 2025, the Collateral Agent entered into a pari passu second lien intercreditor agreement (the “Pari Passu Intercreditor Agreement” and together with the First Lien/Second Lien Intercreditor Agreement, the “Intercreditor Agreements”) with the Issuers, Intermediate Holdings, the Subsidiary Guarantors and the Existing Second Lien Notes Collateral Agent. The Intercreditor Agreements collectively govern all arrangements in respect of the priority of the security interests in the Collateral among the parties to the Indenture, the indenture governing the Existing Second Lien Notes and the Revolving Credit Facility.

~~•although~~Optional depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and this measure does not reflect any cash requirements for such replacements; and Redemption

~~•other~~On ~~companies~~or after April 15, 2027, the Issuers may ~~calculate~~redeem ~~this~~the ~~measure~~Notes ~~differently~~at sotheir ~~they~~option, ~~may~~in whole or in part, at any time and from time to time, upon not beless ~~comparable.~~than 10 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date, if redeemed during the 12‑month period commencing on April 15 of the years set forth in the table below:

Non-GAAP Financial Estimates


Year			Percentage
2027			104.8750%
2028			102.4375%
2029 and thereafter			100.0000%

~~Reconciliations~~In ofaddition, ~~the~~prior ~~Company's~~to ~~estimate~~April of15, ~~Operating~~2027, ~~EBITDA for~~ the ~~quarter~~Issuers ~~ended~~may ~~June~~redeem ~~30,~~the ~~2025~~Notes ~~and~~at ~~for~~their ~~the~~option, ~~year~~in ~~ended~~whole ~~December~~or 31in part, ~~2025~~at toany ~~estimated~~time ~~net~~and ~~income~~from ~~(loss)~~time ~~attributable~~ to ~~Anywhere~~time, ~~are~~upon not ~~provided~~less ~~because~~than of10 ~~the~~nor ~~difficulty~~more inthan ~~forecasting~~60 ~~and~~days’ ~~quantifying~~prior ~~the~~notice, ~~items~~at ~~that~~a ~~would~~redemption beprice, ~~necessary~~calculated ~~for~~by ~~such~~the ~~reconciliations.~~Issuer, ~~The~~equal ~~Company~~to ~~also~~100% ~~believes~~of ~~that~~the ~~providing~~principal ~~estimates~~amount of the ~~amounts~~Notes ~~that~~to ~~would~~ be ~~required~~redeemed toplus ~~provide~~the ~~such~~applicable ~~reconciliations~~premium ~~would~~as ~~imply a degree~~ of, ~~precision~~and ~~that~~accrued ~~would~~and beunpaid ~~confusing~~interest ~~or misleading~~ to, ~~investors.~~but ~~These items are uncertain~~excluding, ~~depend~~the onapplicable ~~various~~redemption ~~factors and may have a material impact on GAAP results~~date.

~~Forward-Looking~~Notwithstanding ~~Statements~~the foregoing, at any time and from time to time on or prior to April 15, 2027, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of one or more equity offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase capital stock of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 109.750%, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date;

~~Forward-looking~~provided, ~~statements~~however, ~~included~~that inat ~~this~~least ~~Form~~50% ~~8-K~~of ~~are~~the ~~based~~original onaggregate ~~various~~principal ~~facts~~amount ~~and~~of ~~derived~~the ~~utilizing~~Notes ~~numerous~~(calculated ~~important~~after ~~assumptions~~giving ~~and~~effect ~~are subject~~ to ~~known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from~~ any ~~future~~issuance ~~results,~~of ~~performance~~additional orNotes) ~~achievements~~remains ~~expressed~~outstanding orafter ~~implied~~each by such ~~forward-~~redemption; ~~looking statements. Forward-looking statements include information concerning our future financial performance~~provided, ~~business strategy~~further, ~~projected plans and objectives, as well as projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors~~ that ~~impact economic trends, and any~~ such ~~variations~~redemption ~~may~~shall beoccur ~~material. Statements~~within ~~preceded~~120 ~~by,~~days ~~followed~~after ~~by or that otherwise include~~ the ~~words~~date ~~“believes,”~~on ~~“expects,”~~which ~~“anticipates,”~~any ~~“intends,” “projects,” “estimates,” “potential,” “plans,” and similar expressions or future or conditional verbs~~ such asequity ~~“will,”~~offering ~~“should,”~~is ~~“would,” “may” and “could” are generally forward-looking in nature and not historical facts~~consummated. ~~Examples of forward-looking statements include the information appearing under the heading “Updated Financial Estimates” in this Form 8-K.~~

~~The~~Any ~~following~~redemption ~~includes~~notice ~~some~~may, but not all, of the risks and uncertainties that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements: the residential real estate market is cyclical, and we are negatively impacted by downturns and disruptions in this market, including factors that impact homesale transaction volume (closed homesale sides times average homesale price), such as: prolonged periods of a high mortgage rate and/or high inflation rate environment, continued or accelerated reductions in housing affordability, whether at ~~initial purchase or ongoing ownership cost, insufficient or excessive home inventory levels by market or price point, continued or accelerated declines, or~~ the ~~absence~~Issuers’ ~~of significant increases~~discretion, inbe ~~the~~subject ~~number~~to ofone ~~home sales, stagnant~~ or ~~declining~~more ~~home prices, and changes in consumer preferences in the U.S.; we are negatively impacted by adverse developments or the absence of sustained improvement in macroeconomic~~ conditions ~~(such as business~~precedent, ~~economic or political conditions) on a global, domestic or local basis,~~ including ~~those~~completion arising from actual or potential changes in trade policy; changes to industry rules or practices that prohibit, restrict or adversely alter policies, practices, rules or regulations governing the functioning of ~~the~~an ~~residential~~equity ~~real~~offering ~~estate market (regardless of whether such changes are driven by regulatory action, litigation outcomes,~~ or otherwise) could materially adversely affect our operations and financial results; risks related to the impact of evolving competitive and consumer dynamics on both the Company and affiliated franchisees, whether driven by competitive or regulatory factors or other ~~changes~~corporate to industry rules or practices, which could include, but are not limited to: meaningful decreases in the average homesale broker commission rate (including the average buy-side commission rate), continued erosion of our share of the commission income generated by homesale transactions, our ability (and the ability of affiliated joint ventures and franchisees) to compete against traditional and non-traditional competitors, including those that adapt more effectively, including by growing inorganically, to the continuing downturn in the housing market and the changes in industry rules and practices, our ability to adapt our business to changing consumer preferences, and further disruption in the residential real estate brokerage industry related to listing aggregator market power and concentration, including with respect to ancillary services; our business and financial results may be materially and adversely impacted if we are unable to execute our business strategy, including if we are not successful in our efforts to: recruit transaction.

~~and~~Change retain productive independent sales agents and teams, and other agent-facing talent, attract and retain franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives, develop or procure products, services and technology that support our strategic initiatives, successfully adopt and integrate artificial intelligence and similar technology into our products and services, achieve or maintain cost savings and other benefits from our cost-saving initiatives, generate a meaningful number of high-quality leads for independent sales agents and franchisees, and complete, integrate or realize the expected benefits of acquisitions and joint ventures; adverse developments or resolutions in litigation, in particular large scale litigation, involving significant claims, such as class action antitrust litigation and litigation related to the Telephone Consumer Protection Act (“TCPA”), may materially harm our business, results of operations and financial condition; our substantial indebtedness, alone or in combination with other factors, particularly heightened during industry downturns or broader recessions, could (i) adversely limit our operations, including our ability to grow our business whether organically or via acquisitions, (ii) adversely impact our liquidity including, but not limited to, with respect to our interest obligations and the negative covenant restrictions contained in our debt agreements and/or (iii) adversely impact our ability, and any actions we may take, to refinance, restructure or repay our indebtedness or incur additional indebtedness; we have substantial indebtedness that will mature (or may spring forward) in 2026 and we may not be able to refinance or restructure any such debt on terms as favorable as those of currently outstanding debt, or at all, including as a result of global and national macroeconomic factors and their impact on the credit and capital markets; an event of default under our material debt agreements would adversely affect our operations and our ability to satisfy obligations under our indebtedness; a downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it more difficult for us to refinance or restructure our debt or obtain additional debt financing in the future; variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase; our financial condition and/or results of operations may be adversely impacted by risks related to our business structure, including, but not limited to: the operating results of affiliated franchisees and their ability to pay franchise and related fees, continued consolidation among our top 250 franchisees, challenges relating to the owners of the two brands we do not own, the geographic and high-end market concentration of our company owned brokerages, the loss of our largest real estate benefit program client or continued reduction in spending on relocation services, the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor them, our ability to continue to securitize certain of the relocation assets of Cartus, our reliance on information technology to operate our business and maintain our competitiveness, and the negligence or intentional actions of affiliated franchisees and their independent sales agents or independent sales agents engaged by our company owned brokerages, which are traditionally outside of our control; risks related to legal and regulatory matters may cause us to incur increased costs and/or result in adverse financial, operational or reputational consequences to us, including but not limited to our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing, including but not limited to: (1) antitrust laws and regulations, (2) the Real Estate Settlement Procedures Act or other federal or state consumer protection or similar laws, (3) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (4) the TCPA and any related laws limiting solicitation of business, and (5) privacy or cybersecurity laws and regulations; we face reputational, business continuity and legal and financial risks associated with cybersecurity incidents; the weakening or unavailability of our intellectual property rights could adversely impact our business; our goodwill and other long-lived assets are subject to further impairment which could negatively impact our earnings; we could be subject to significant losses if banks do not honor our escrow and trust deposits; changes in accounting standards and management assumptions and estimates could have a negative impact on us; we face risks related to potential attrition among our senior executives or other key employees and related to our ability to develop our existing workforce and to recruit talent in order to advance our business strategies; we face risks related to our Exchangeable Senior Notes and exchangeable note hedge and warrant transactions; we face risks related to severe weather events, natural disasters and other catastrophic events; increasing scrutiny and changing expectations related to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks; market forecasts and estimates, including our internal estimates, may prove to be inaccurate; and we face risks related to our common stock, including that price of our common stock may fluctuate significantly. Control

~~Other~~Upon ~~factors not identified above, including those described under~~ the ~~headings~~occurrence ~~“Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis~~ of ~~Financial~~a ~~Condition~~Change ~~and Results~~ of ~~Operations” in the Annual Report on Form 10-K for the period ended December 31~~Control, ~~2024~~as ordefined in the ~~Quarterly Report on Form 10-Q for the period ended March 31~~Indenture, ~~2025, as~~ the ~~case~~Issuers ~~may~~must ~~be,~~offer ~~each~~to ~~filed~~repurchase ~~with~~ the ~~SEC,~~Notes ~~may~~at ~~also~~101% ~~cause actual results to differ materially from those described in our forward-looking statements. Most~~ of ~~these~~the ~~factors~~applicable ~~are~~principal ~~difficult~~amount, toplus ~~anticipate~~accrued and ~~are~~unpaid generally beyond our control. You should consider these factors in connection with any forward-looking statements that may be made in this Form 8-K. Should one or more of these risks or uncertainties materializeinterest, orif ~~should~~ any ~~of these assumptions prove incorrect~~, our actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by us in this Form 8-K speaks only as of the date on which we make it. Factors or events that could cause our actual results to ~~differ may emerge from time to time~~, ~~and~~but ~~it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement~~excluding, ~~whether~~the asrepurchase ~~a result of new information, future developments or otherwise, except as may be required by law~~date.

Covenants

The Indenture contains various covenants that limit the Issuers and their restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualification. These covenants include limitations on the Issuer’s and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) create or suffer to exist restrictions on the ability of certain of the Issuer’s subsidiaries to pay dividends or to make other payments to us, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of the Issuer’s assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Notes.

Certain of these covenants will be suspended if the Notes are assigned an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investor Service, Inc., and no default has occurred and is continuing under the Indenture.

Events of Default

The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

Item 8.01. Other Events.

On June 26, 2025, the Issuers repurchased $345 million in aggregate principal amount of the Exchangeable Notes for an aggregate cash payment of $339.4 million. The cash payment was funded with a portion of the net proceeds from the Notes Offering. Following the Repurchases, approximately $58 million in aggregate principal amount of the Exchangeable Notes remains outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

4.1						Indenture, dated June 26, 2025, by and among the Anywhere Real Estate Group LLC, Anywhere Co-Issuer Corp., Anywhere Real Estate Inc., Anywhere Intermediate Holdings LLC, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

4.2						Form of 9.750% Senior Secured Second Lien Notes due 2030 (included as Exhibit A to Exhibit 4.1 hereto).

104						Cover page interactive data file, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ANYWHERE REAL ESTATE INC.

By:						/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: June 1727, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ANYWHERE REAL ESTATE GROUP LLC

By:						/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: June 1727, 2025

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