Anywhere Real Estate Inc. (HOUS) executive withholds shares on RSU vesting

Rhea-AI Filing Summary

Anywhere Real Estate Inc. executive Eric M. Chesin, EVP and Chief Strategy Officer, reported stock dispositions tied to equity vesting and tax withholding. On December 12, 2025, he had 6,720 shares and 11,793 shares of common stock withheld at $14.59 per share, reported as code F transactions for tax withholding.

The filing explains that these shares were forfeited to satisfy tax withholding triggered by partial vesting of restricted stock unit awards that were accelerated to mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc. After these transactions, Chesin beneficially owned 102,936 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^*

Chesin Eric M.

(Last) (First) (Middle)

C/O ANYWHERE REAL ESTATE INC.

175 PARK AVE

(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 Strategy 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		6,720(1)	D	$14.59	114,729	D
Common Stock, $0.01 par value	12/12/2025		F		11,793(1)	D	$14.59	102,936	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 Eric M. Chesin* *Previously filed.

	/s/ Colleen Johnson, as attorney-in-fact for Eric M. Chesin	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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FAQ

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

The Form 4 shows that Eric M. Chesin, EVP and Chief Strategy Officer of Anywhere Real Estate Inc., had company common stock withheld on December 12, 2025 to cover tax obligations arising from the vesting of restricted stock unit awards.

How many Anywhere Real Estate (HOUS) shares were withheld and at what price?

The filing reports that 6,720 shares and 11,793 shares of Anywhere Real Estate common stock were disposed of at a price of $14.59 per share, classified as code F transactions for tax withholding.

How many Anywhere Real Estate (HOUS) shares does Eric M. Chesin own after these transactions?

After the reported tax-withholding transactions, Eric M. Chesin beneficially owned 102,936 shares of Anywhere Real Estate Inc. common stock.

Why were Eric M. Chesins restricted stock unit awards accelerated at Anywhere Real Estate (HOUS)?

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 of 1986, as amended, in connection with a proposed merger with Compass, Inc.

How is the proposed Compass, Inc. merger related to this Form 4 for Anywhere Real Estate (HOUS)?

The explanation notes that the share forfeitures arose from partial vesting of restricted stock unit awards that were accelerated in connection with the proposed merger with Compass, Inc., and the resulting vested shares generated tax withholding obligations satisfied by the reported share dispositions.

What does transaction code F mean in this Anywhere Real Estate (HOUS) Form 4?

Transaction code F in the Form 4 indicates that shares of Anywhere Real Estate common stock were withheld or disposed of to pay taxes due upon the vesting of equity awards, rather than being open-market sales.