Anywhere Real Estate (NYSE: HOUS) CFO discloses RSU tax forfeitures tied to merger

Rhea-AI Filing Summary

Anywhere Real Estate Inc. reported an insider equity transaction by its EVP & Chief Financial Officer, Charlotte C. Simonelli. On December 12, 2025, she forfeited blocks of 22,088, 25,200 and 34,021 shares of common stock in transactions coded “F” at $14.59 per share, reflecting shares withheld to satisfy tax obligations on vesting restricted stock units.

The company explains that these shares were forfeited to cover tax withholding upon partial vesting of restricted stock unit awards that were accelerated to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed merger with Compass, Inc. Following these transactions, she beneficially owned 734,487 shares of Anywhere Real Estate common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simonelli Charlotte C

(Last) (First) (Middle)

C/O ANYWHERE REAL ESTATE INC.

175 PARK AVENUE

(Street)

MADISON NJ 07940

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Anywhere Real Estate Inc. [ HOUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	12/12/2025		F		22,088(1)	D	$14.59	793,708	D
Common Stock, $0.01 par value	12/12/2025		F		25,200(1)	D	$14.59	768,508	D
Common Stock, $0.01 par value	12/12/2025		F		34,021(1)	D	$14.59	734,487	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares forfeited to satisfy tax withholding obligation upon partial vesting of restricted stock unit awards that were accelerated in order to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the proposed merger with Compass, Inc.

Remarks:

Exhibit 24.1 - Power of Attorney of Charlotte C. Simonelli* *Previously filed.

	/s/ Colleen Johnson, as attorney-in-fact for Charlotte C. Simonelli	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Anywhere Real Estate (HOUS) disclose in this Form 4?

The filing shows that EVP & Chief Financial Officer Charlotte C. Simonelli forfeited shares of Anywhere Real Estate Inc. common stock to satisfy tax withholding obligations tied to the vesting of restricted stock units on December 12, 2025.

How many Anywhere Real Estate (HOUS) shares were forfeited for tax withholding?

The Form 4 reports three tax-withholding transactions involving 22,088, 25,200 and 34,021 shares of Anywhere Real Estate common stock, each coded as transaction type F for tax withholding.

At what price were the forfeited HOUS shares valued for the tax transactions?

The reported forfeitures of Anywhere Real Estate common stock were valued at $14.59 per share in each of the transactions on December 12, 2025.

How many Anywhere Real Estate (HOUS) shares does the CFO own after these transactions?

After the reported tax-withholding forfeitures, EVP & Chief Financial Officer Charlotte C. Simonelli beneficially owned 734,487 shares of Anywhere Real Estate common stock.

Why were the restricted stock unit awards accelerated for the Anywhere Real Estate CFO?

The filing states that the restricted stock unit awards were accelerated to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed merger with Compass, Inc.

What does transaction code F mean for the HOUS insider transaction?

Transaction code F in the report indicates shares of Anywhere Real Estate common stock were forfeited to satisfy the insider’s tax withholding obligation upon vesting of restricted stock unit awards.