Anywhere Real Estate (HOUS) CFO details share conversion in Compass deal

Rhea-AI Filing Summary

Anywhere Real Estate Inc. EVP & Chief Financial Officer Charlotte C. Simonelli reported equity transactions tied to the closing of the company’s merger with Compass, Inc. On January 7, 2026, she acquired 166,440 shares of common stock at no cost, representing shares earned under 2023 performance stock unit awards, before tax withholding.

On January 9, 2026, the merger of Velocity Merger Sub, Inc. into Anywhere Real Estate Inc. became effective, with the company surviving as a wholly owned subsidiary of Compass. Each share of Anywhere common stock outstanding immediately before the effective time was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash in lieu of fractional shares. In connection with this, Simonelli reported an acquisition of 359,586 shares at no cost and a disposition of 1,260,513 shares, leaving her with no Anywhere common stock as it was converted. Outstanding PSU and RSU awards in Anywhere were canceled and converted into RSU awards over Compass shares based on this 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^*

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)
01/07/2026

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	01/07/2026		A		166,440(1)	A	$0	900,927	D
Common Stock, $0.01 par value	01/09/2026		A		359,586	A	(2)(3)(4)	1,260,513	D
Common Stock, $0.01 par value	01/09/2026		D		1,260,513	D	(2)(3)(5)	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. Represents shares earned under the applicable performance criteria of the 2023 Performance Stock Unit ("PSU") awards, prior to applicable tax withholding (which will be applied following the transactions referred to in the footnotes below).

2. 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.

3. 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.

4. 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.

5. 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 Charlotte C. Simonelli**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Charlotte C. Simonelli	01/09/2026
	** 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

Who is the insider in Anywhere Real Estate Inc. (HOUS) involved in this Form 4?

The reporting person is Charlotte C. Simonelli, who serves as EVP & Chief Financial Officer of Anywhere Real Estate Inc.

What transactions did Charlotte Simonelli report in Anywhere Real Estate (HOUS) stock?

She reported three non-derivative transactions in common stock: an acquisition of 166,440 shares on January 7, 2026, an acquisition of 359,586 shares on January 9, 2026, and a disposition of 1,260,513 shares on January 9, 2026, all at a price of $0 per share.

How were Anywhere Real Estate (HOUS) shares converted in the Compass merger?

Under the Merger Agreement, each share of Anywhere Real Estate common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash in lieu of any fractional shares.

What happened to Charlotte Simonelli’s holdings of Anywhere Real Estate (HOUS) common stock after the reported transactions?

Following the disposition transaction on January 9, 2026, the amount of Anywhere Real Estate common stock beneficially owned by Charlotte Simonelli was reported as 0 shares, as her shares were converted in connection with the merger.

How were performance stock units (PSUs) and restricted stock units (RSUs) treated in the Anywhere–Compass merger?

At the effective time of the merger, each outstanding PSU and RSU award in Anywhere Real Estate was canceled and converted into a restricted stock unit (RSU) award covering Compass shares. The number of Compass shares underlying each new RSU was calculated by multiplying the number of Anywhere shares subject to the award by the 1.436 exchange ratio, with PSUs first determined based on performance goals as specified in the Merger Agreement.

What does the 166,440-share acquisition related to the 2023 PSU awards represent for Anywhere Real Estate (HOUS)?

The 166,440 shares reported as acquired on January 7, 2026 represent shares earned under the applicable performance criteria of the 2023 Performance Stock Unit (PSU) awards, before tax withholding that will be applied after the related merger-driven transactions.