Former Anywhere shareholders who received Compass stock in the January 2026 merger exchange are urged to review their options. Securities Act claims allege the S-4 registration statement omitted a backchannel effort to sidestep DOJ antitrust review.

NEW YORK, Oct. 21, 2026 /PRNewswire/ — Levi & Korsinsky, LLP announces that a registration statement securities action asserting claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 has been filed against Compass, Inc. (NYSE: COMP) in the United States District Court for the Southern District of New York. Find out if you might qualify for recovery or contact Joseph E. Levi, Esq. at jlevi@levikorsinsky.com or (212) 363-7500.

Compass issued approximately 162.1 million new shares under the Registration Statement in an all-stock deal valued at $4.2 billion in total consideration. As pleaded, those shares had lost over 28% of their exchange-date value by the time the case was commenced. Motions for lead plaintiff must be filed with the Court by December 8, 2026.

Strict Liability Claims Tied to the Merger Registration Statement

The action contends that the Form S-4, declared effective on December 2, 2025, and the related 424B3 prospectus contained untrue statements and omitted material facts. In practical terms, these claims do not require proof of intent to deceive, and the complaint expressly disclaims any allegation of fraud. Defendants include Compass, nine Compass officers and directors who signed the Registration Statement, and Anywhere’s chief executive, who co-signed the shareholder letter in the Offering Materials.

What the Registration Statement Allegedly Misrepresented

Plaintiffs allege that Compass had retained a politically connected lawyer and lobbyist to reach senior DOJ officials outside normal merger review channels, a step allegedly omitted from the Offering Materials. Against that backdrop, the complaint challenges these categories of statements:

• Regulatory efforts: A pledge of “reasonable best efforts” to clear the HSR Act waiting period, including responding to any “second request for information,” while Compass allegedly worked to keep a Second Request from issuing at all.
• Agency strategy: Language giving Compass the right to “direct, devise, implement and control” communications with governmental entities, without disclosing how that strategy was allegedly being pursued.
• Legal compliance: Representations of “compliance with applicable laws” and “the absence of governmental investigations.”
• Ordinary course conduct: A commitment to “conduct its business in the ordinary course of business consistent with past practice” before closing.

Who the Proposed Class Covers

The proposed class consists of former Anywhere shareholders who exchanged their stock for Compass common stock in the merger exchange completed on January 9, 2026. The case, No. 1:26-cv-08885, was filed on October 7, 2026, and centers on the exchange itself rather than open-market purchases.

“According to the complaint, former Anywhere shareholders traded their stock based on offering documents that described an ordinary regulatory path while omitting a backchannel effort to avoid the DOJ’s Second Request. The Securities Act gives investors who received shares under a registration statement a direct path to pursue claims when that document is allegedly inaccurate.” — Joseph E. Levi, Esq.

Submit your information now or call (212) 363-7500.

WHY LEVI & KORSINSKY — Ranked in ISS Securities Class Action Services’ Top 50 Report for seven consecutive years, Levi & Korsinsky, LLP is a nationally recognized leader in shareholder rights litigation. With a team of over 70 professionals, the firm has recovered hundreds of millions of dollars for investors. Investors who suffered losses have until December 8, 2026 to seek appointment as lead plaintiff.

Frequently Asked Questions About the COMP Lawsuit

Q: What specific misstatements does the COMP lawsuit allege? A: The complaint alleges Compass made materially false or misleading statements in the Merger Offering Materials regarding its “reasonable best efforts” to obtain regulatory approval through ordinary channels and its compliance with applicable laws. After reports emerged that Compass had allegedly hired a politically connected lawyer to sidestep the DOJ’s Second Request review, and after congressional scrutiny and a New York Attorney General investigation followed, the stock price declined sharply.

Q: What court was the COMP class action filed in? A: The case was filed in the United States District Court for the Southern District of New York.

Q: Who are the defendants named in the COMP lawsuit? A: The complaint names Compass, Inc. and individual defendants. They include senior executives and directors who signed the Registration Statement for the Anywhere merger, as well as Anywhere’s chief executive, who co-signed the shareholder letter in the Offering Materials.

Q: What do COMP investors need to do right now? A: Investors may gather brokerage records showing the Compass shares received in the merger exchange, share quantities, and any later sale dates and prices. Submit your information for a no-cost, no-obligation evaluation of your potential recovery. No immediate action is required to remain eligible as an absent class member.

Q: What happens after I contact Levi & Korsinsky? A: An attorney will review your trading history at no cost and provide an initial assessment of your potential eligibility.

Q: What if I already sold my COMP shares — can I still recover losses? A: Yes. Eligibility is based on how you acquired your shares, not whether you still hold them. Former Anywhere shareholders who received Compass stock in the merger exchange and later sold at a loss may still be eligible to participate.

Q: Do I need to go to court or give testimony? A: No. The overwhelming majority of class members never appear in court or give depositions. If there is a settlement or recovery, eligible class members generally submit a claim form to seek their portion.

Q: What does it cost me to participate? A: There is no upfront cost to submit your information and review whether you may be eligible to recover. Should you choose to participate in the securities class action, such cases are generally handled on a contingency basis, with any attorneys’ fees and expenses subject to court approval.

CONTACT:
Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
Ed Korsinsky, Esq.
33 Whitehall Street, 27th Floor
New York, NY 10004
jlevi@levikorsinsky.com
Tel: (212) 363-7500
Fax: (212) 363-7171

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