Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 25, 2022

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Realogy Holdings Corp.

(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.)

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Realogy 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.)

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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

Realogy Holdings Corp.

Common Stock, par value $0.01 per share

RLGY

New York Stock Exchange

Realogy 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. ☐

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Item 8.01.			Other Events.

As described more fully in Note 14 to the consolidated financial statements of the Form 10-K for the year ended December 31, 2021, filed by Realogy Holdings Corp. (the “Company”), under the caption “Real Estate Industry Litigation”, the Company, various national brokerage franchisors and other industry organizations are named defendants in several putative class action lawsuits that allege violation of certain state and federal antitrust laws, including the action captioned Sitzer and Winger v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. (which has also been referred to as Burnett v. The National Association of Realtors). On April 22, 2022, the U.S. District Court for the Western District of Missouri granted class certification to the Sitzer plaintiffs.

The Company intends to promptly petition the United States Court of Appeals for the Eighth Circuit to pursue an interlocutory appeal of the decision on class certification, but there is no assurance such appeal will be granted or result in a stay of the proceedings. The Company disputes the plaintiffs’ allegations against it in the antitrust litigation, believes that it has meritorious defenses, and will vigorously defend these actions.

Litigation is inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. Adverse developments or outcomes in current or future litigation, in particular pending antitrust litigation, may materially harm our business and financial condition.

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.


REALOGY HOLDINGS CORP.

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

Date: April 25, 2022

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.