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Exhibit 4.7
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of April 29, 2026, among the entities listed on Schedule I hereto (each an “Additional Guarantor” and, together, the “Additional Guarantors”), Compass, Inc., a Delaware corporation (the “Company”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and the other Guarantors (as defined in the Indenture referred to herein) have heretofore executed and delivered to the Trustee an indenture, dated as of January 9, 2026 (the “Indenture”), providing for the issuance of 0.25% Convertible Senior Notes due 2031 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Additional Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Additional Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Agreement to Guarantee. Each Additional Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Additional Guarantor hereby agrees, on a joint and several basis with all the existing Guarantors, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 11 thereof.
3.Ratification of Indenture – Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4.No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Additional Guarantor, as such, shall have any liability for any obligations of the Company or any Additional Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5.GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6.Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
7.Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the other parties hereto shall be deemed to be their original signatures for all purposes.
8.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
9.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Additional Guarantor and the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
ANYWHERE REAL ESTATE INC. ANYWHERE INTERMEDIATE
HOLDINGS LLC ANYWHERE LEADS INC.
ANYWHERE REAL ESTATE GROUP LLC
ANYWHERE CO-ISSUER CORP. ALPHA REFERRAL NETWORK LLC ANYWHERE ADVISORS LLC ANYWHERE ADVISORS NEVADA
LLC
ANYWHERE BRANDS LLC ANYWHERE INSURANCE AGENCY
INC.
ANYWHERE INTEGRATED AFFILIATES HOLDINGS LLC
ANYWHERE INTEGRATED HOLDINGS LLC
ANYWHERE INTEGRATED SERVICES LLC
ANYWHERE INTEGRATED VENTURE PARTNER LLC
ANYWHERE REAL ESTATE OPERATIONS LLC
ANYWHERE REAL ESTATE SERVICES GROUP LLC
BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: President and Treasurer
[Signature Page to Supplemental Indenture]
BETTER HOMES AND GARDENS REAL ESTATE LLC
BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
CB COMMERCIAL
NRT PENNSYLVANIA LLC
CDRE TM LLC
CENTURY 21 REAL ESTATE LLC
CGRN, INC.
CLIMB FRANCHISE SYSTEMS LLC
CLIMB REAL ESTATE, INC.
CLIMB REAL ESTATE LLC
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER LLC COLDWELL BANKER NRT REALVITALIZE, INC.
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
CORCORAN GROUP LLC
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: President and Treasurer
[Signature Page to Supplemental Indenture]
CORNERSTONE TITLE COMPANY EQUITY TITLE COMPANY EQUITY TITLE MESSENGER
SERVICE HOLDING LLC
ERA FRANCHISE SYSTEMS LLC GUARDIAN HOLDING COMPANY HFS.COM CONNECTICUT REAL
ESTATE LLC
HFS.COM REAL ESTATE
INCORPORATED
HFS.COM REAL ESTATE LLC HFS LLC
HOME REFERRAL NETWORK LLC JACK GAUGHEN LLC
LAND TITLE AND ESCROW, INC. MARTHA TURNER PROPERTIES, L.P. MARTHA TURNER SOTHEBY’S
INTERNATIONAL REALTY REFERRAL COMPANY LLC
MTPGP, LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA LLC
NRT ARIZONA REFERRAL LLC
NRT CALIFORNIA INCORPORATED NRT CAROLINAS LLC
NRT CAROLINAS REFERRAL NETWORK LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC NRT DEVONSHIRE LLC
NRT DEVONSHIRE WEST LLC NRT HAWAII REFERRAL, LLC NRT MID-ATLANTIC LLC
NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC NRT NEW YORK LLC
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: President and Treasurer
[Signature Page to Supplemental Indenture]
NRT NORTHFORK LLC
NRT PHILADELPHIA LLC NRT PITTSBURGH LLC
NRT REFERRAL NETWORK LLC NRT RELOCATION LLC
NRT REOEXPERTS LLC NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
NRT VACATION RENTALS ARIZONA LLC
NRT VACATION RENTALS CALIFORNIA, INC.
NRT VACATION RENTALS DELAWARE LLC
NRT WEST, INC.
NRT ZIPREALTY LLC
ONCOR INTERNATIONAL LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE SERVICES LLC REALVITALIZE AFFILIATES, INC. REALVITALIZE AFFILIATES LLC REALVITALIZE LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK LLC REFERRAL NETWORK, LLC
SECURED LAND TRANSFERS LLC
SOTHEBY’S INTERNATIONAL
REALTY AFFILIATES LLC SOTHEBY’S INTERNATIONAL
REALTY GLOBAL DEVELOPMENT ADVISORS LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
SOTHEBY’S INTERNATIONAL
REALTY REFERRAL COMPANY INC.
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: President and Treasurer
[Signature Page to Supplemental Indenture]
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
SOTHEBY’S INTERNATIONAL REALTY, INC.
THE BAIN ASSOCIATES REFERRAL LLC
THE LANDOVER CORPORATION THE SUNSHINE GROUP, LTD. TITLE RESOURCE GROUP
SETTLEMENT SERVICES, LLC
TRG MARYLAND HOLDINGS LLC
TRG SETTLEMENT SERVICES, LLP WARBURG REALTY PARTNERSHIP,
LTD.
WRP91, LLC ZAPLABS LLC
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: President and Treasurer
[Signature Page to Supplemental Indenture]
CARTUS CORPORATION
By: /s/ Matthew Tebbe
Name: Matthew Tebbe
Title: President and Chief Executive Officer
[Signature Page to Supplemental Indenture]
COMPASS, INC.
By: /s/ Scott Wahlers
Name: Scott Wahlers
Title: Chief Financial Officer
[Signature Page to Supplemental Indenture]
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Karleen R. Bratland
Name: Karleen R. Bratland
Title: Assistant Vice President
[Signature Page to Supplemental Indenture]
Schedule I
Additional Guarantors
| | | | | | | | |
| Name | Jurisdiction |
1. | Anywhere Real Estate Inc. | Delaware |
2. | Anywhere Intermediate Holdings LLC | Delaware |
3. | Anywhere Real Estate Group LLC | Delaware |
4. | Anywhere Co-Issuer Corp. | Florida |
5. | Alpha Referral Network LLC | Texas |
6. | Anywhere Advisors LLC | Delaware |
7. | Anywhere Advisors Nevada LLC | Nevada |
8. | Anywhere Brands LLC | Delaware |
9. | Anywhere Insurance Agency Inc. | Massachusetts |
10. | Anywhere Integrated Affiliates Holdings LLC | Delaware |
11. | Anywhere Integrated Holdings LLC | Delaware |
12. | Anywhere Integrated Services LLC | Delaware |
13. | Anywhere Integrated Venture Partner LLC | Delaware |
14. | Anywhere Leads Inc. | Delaware |
15. | Anywhere Real Estate Operations LLC | California |
16. | Anywhere Real Estate Services Group LLC | Delaware |
17. | Better Homes and Gardens Real Estate Licensee LLC | Delaware |
18. | Better Homes and Gardens Real Estate LLC | Delaware |
19. | Burgdorff LLC | Delaware |
20. | Burnet Realty LLC | Minnesota |
| | | | | | | | |
21. | Career Development Center, LLC | Delaware |
22. | Cartus Corporation | Delaware |
| | | | | | | | |
23. | CB Commercial NRT Pennsylvania LLC | Delaware |
24. | CDRE TM LLC | Delaware |
25. | Century 21 Real Estate LLC | Delaware |
26. | CGRN, Inc. | Delaware |
27. | Climb Franchise Systems LLC | Delaware |
28. | Climb Real Estate, Inc. | California |
29. | Climb Real Estate LLC | Delaware |
30. | Coldwell Banker Commercial Pacific Properties LLC | Hawaii |
31. | Coldwell Banker LLC | Delaware |
32. | Coldwell Banker NRT RealVitalize, Inc. | Delaware |
33. | Coldwell Banker Pacific Properties LLC | Hawaii |
34. | Coldwell Banker Real Estate LLC | California |
35. | Coldwell Banker Real Estate Services LLC | Delaware |
36. | Coldwell Banker Residential Brokerage Company | California |
37. | Coldwell Banker Residential Brokerage LLC | Delaware |
38. | Coldwell Banker Residential Real Estate LLC | California |
39. | COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK | California |
40. | COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC. | Pennsylvania |
41. | COLORADO COMMERCIAL, LLC | Colorado |
42. | Corcoran Group LLC | Delaware |
43. | CORNERSTONE TITLE COMPANY | California |
44. | EQUITY TITLE COMPANY | California |
45. | Equity Title Messenger Service Holding LLC | Delaware |
| | | | | | | | |
46. | ERA Franchise Systems LLC | Delaware |
47. | Guardian Holding Company | Delaware |
| | | | | | | | |
48. | HFS.com Connecticut Real Estate LLC | Delaware |
49. | HFS.com Real Estate Incorporated | Delaware |
50. | HFS.com Real Estate LLC | Delaware |
51. | HFS LLC | Delaware |
52. | Home Referral Network LLC | Minnesota |
53. | JACK GAUGHEN LLC | Delaware |
54. | Land Title and Escrow, Inc. | Idaho |
55. | MARTHA TURNER PROPERTIES, L.P. | Texas |
56. | Martha Turner Sotheby’s International Realty Referral Company LLC | Texas |
57. | MTPGP, LLC | Texas |
58. | NRT Arizona Commercial LLC | Delaware |
59. | NRT Arizona LLC | Delaware |
60. | NRT Arizona Referral LLC | Delaware |
61. | NRT California Incorporated | Delaware |
62. | NRT Carolinas LLC | Delaware |
63. | NRT Carolinas Referral Network LLC | Delaware |
64. | NRT Colorado LLC | Colorado |
65. | NRT Columbus LLC | Delaware |
66. | NRT Commercial LLC | Delaware |
67. | NRT Devonshire LLC | Delaware |
68. | NRT Devonshire West LLC | Delaware |
69. | NRT Hawaii Referral, LLC | Delaware |
70. | NRT Mid-Atlantic LLC | Delaware |
71. | NRT Missouri LLC | Delaware |
| | | | | | | | |
72. | NRT Missouri Referral Network LLC | Delaware |
73. | NRT New England LLC | Delaware |
| | | | | | | | |
74. | NRT New York LLC | Delaware |
75. | NRT Northfork LLC | Delaware |
76. | NRT Philadelphia LLC | Delaware |
77. | NRT Pittsburgh LLC | Delaware |
78. | NRT Referral Network LLC | Delaware |
79. | NRT Relocation LLC | Delaware |
80. | NRT REOExperts LLC | Delaware |
81. | NRT Sunshine Inc. | Delaware |
82. | NRT Texas LLC | Texas |
83. | NRT Utah LLC | Delaware |
84. | NRT Vacation Rentals Arizona LLC | Delaware |
85. | NRT Vacation Rentals California, Inc. | Delaware |
86. | NRT Vacation Rentals Delaware LLC | Delaware |
87. | NRT West, Inc. | California |
88. | NRT ZipRealty LLC | Delaware |
89. | ONCOR International LLC | Delaware |
90. | Real Estate Referral LLC | Delaware |
91. | Real Estate Services LLC | Delaware |
92. | RealVitalize Affiliates, Inc. | Delaware |
93. | RealVitalize Affiliates LLC | Delaware |
94. | RealVitalize LLC | Delaware |
95. | Referral Associates of New England LLC | Massachusetts |
96. | Referral Network LLC | Florida |
97. | REFERRAL NETWORK, LLC | Colorado |
98. | Secured Land Transfers LLC | Delaware |
99. | Sotheby’s International Realty Affiliates LLC | Delaware |
| | | | | | | | |
100. | Sotheby’s International Realty Global Development Advisors LLC | Delaware |
101. | Sotheby’s International Realty Licensee LLC | Delaware |
102. | Sotheby’s International Realty Referral Company Inc. | California |
103. | Sotheby’s International Realty Referral Company, LLC | Delaware |
104. | Sotheby’s International Realty, Inc. | Michigan |
105. | The Bain Associates Referral LLC | Washington |
106. | The Landover Corporation | Washington |
107. | THE SUNSHINE GROUP, LTD. | New York |
108. | Title Resource Group Settlement Services, LLC | Alabama |
109. | TRG Maryland Holdings LLC | Maryland |
110. | TRG Settlement Services, LLP | Pennsylvania; New Jersey |
111. | Warburg Realty Partnership, Ltd. | New York |
112. | WRP91, LLC | New York |
113. | ZapLabs LLC | Delaware |