Anywhere Real Estate (NYSE: HOUS) EVP reports Compass merger share conversion

Rhea-AI Filing Summary

Anywhere Real Estate Inc. executive Eric M. Chesin reported merger-related changes in his common stock holdings. On January 9, 2026, he acquired 84,936 shares of Anywhere common stock at a stated price of $0.00 per share, then disposed of 187,872 shares, leaving him with no Anywhere shares directly owned.

These transactions occurred when Velocity Merger Sub, a Compass, Inc. subsidiary, merged with Anywhere Real Estate, making Anywhere a wholly owned Compass subsidiary. Each share of Anywhere common stock outstanding immediately before the merger was converted into the right to receive 1.436 shares of Compass class A common stock, with cash paid instead of fractional shares. Outstanding performance stock units and restricted stock units in Anywhere were canceled and converted into restricted stock units tied to Compass shares using the same 1.436 exchange ratio.

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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X

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)
01/09/2026

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	01/09/2026		A		84,936	A	(1)(2)(3)	187,872	D
Common Stock, $0.01 par value	01/09/2026		D		187,872	D	(1)(2)(4)	0	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. On January 9, 2026, pursuant to the previously announced Agreement and Plan of Merger, dated as of September 22, 2025 (the "Merger Agreement"), by and among Anywhere Real Estate Inc. (the "Company"), Compass, Inc. ("Compass"), and Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Compass.

2. Pursuant to the Merger Agreement, each share of Company common stock, par value $0.01 per share ("Company common stock"), issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was converted into the right to receive 1.436 fully paid and nonassessable shares (the "Exchange Ratio") of class A common stock of Compass (the "Compass Shares") and, if applicable, cash in lieu of fractional shares.

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding PSU award was canceled and converted into a restricted stock unit ("RSU") award in respect of Compass Shares covering that number of Compass Shares equal to (i) the number of shares of Company common stock subject to the award (based on performance goals determined in the manner set forth in the Merger Agreement) multiplied by (ii) the Exchange Ratio. The amount reported in this line reflects the number of shares earned under subsection (i) of the prior sentence.

4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU award was canceled and converted into a RSU award in respect of Compass Shares covering that number of Compass Shares equal to the product of (i) the number of shares of Company common stock subject to the award multiplied by (ii) the Exchange Ratio.

Remarks:

Exhibit 24.1 - Power of Attorney of Eric M. Chesin**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Eric M. Chesin	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Anywhere Real Estate (HOUS) report for Eric M. Chesin?

Eric M. Chesin, EVP and Chief Strategy Officer of Anywhere Real Estate Inc., reported acquiring 84,936 shares of common stock and disposing of 187,872 shares on January 9, 2026, leaving him with no directly owned Anywhere shares.

Why did Eric M. Chesin dispose of 187,872 Anywhere Real Estate (HOUS) shares?

The 187,872-share disposition was tied to the completion of a merger in which a Compass, Inc. subsidiary merged with Anywhere Real Estate, and each Anywhere share was converted into the right to receive Compass class A common stock.

What was the share exchange ratio in the Anywhere Real Estate and Compass merger?

Each outstanding share of Anywhere Real Estate common stock was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash in lieu of any fractional Compass shares.

How were Anywhere Real Estate (HOUS) performance stock units affected by the Compass merger?

Each outstanding performance stock unit (PSU) for Anywhere was canceled at the merger’s effective time and converted into a restricted stock unit (RSU) for Compass shares, using the number of underlying Anywhere shares earned multiplied by the 1.436 exchange ratio.

What happened to Anywhere Real Estate (HOUS) RSUs in the Compass transaction?

Each outstanding RSU linked to Anywhere common stock was canceled and replaced with a Compass RSU covering Compass shares equal to the number of Anywhere shares subject to the RSU multiplied by the 1.436 exchange ratio.

Did the Form 4 indicate these were direct or indirect holdings for Eric M. Chesin at Anywhere Real Estate (HOUS)?

The Form 4 shows that the reported Anywhere common stock transactions and resulting holdings for Eric M. Chesin were in direct ownership form, not through an indirect entity.