Anywhere Real Estate (HOUS) director’s shares converted into Compass stock in merger

Rhea-AI Filing Summary

Anywhere Real Estate director Matthew J. Espe reported the conversion and disposal of his common stock in connection with the company’s merger with Compass. On January 9, 2026, he disposed of 173,103 shares of Anywhere Real Estate Inc. common stock, leaving him with 0 shares directly owned.

The transaction reflects the closing of the previously announced merger in which Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere Real Estate Inc., which now survives as a wholly owned subsidiary of Compass. Under the merger terms, each Anywhere share was converted into the right to receive 1.436 shares of Compass class A common stock, with cash paid in lieu of fractional shares, and outstanding RSUs were converted into RSUs covering Compass shares using the same exchange ratio.

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Equity compensation and M&A specialist

Director’s Anywhere shares and RSUs were converted into Compass equity as part of the merger.

This filing shows Matthew J. Espe, a director of Anywhere Real Estate Inc., disposing of 173,103 shares of Anywhere common stock on January 9, 2026. The reported price per share is 0.0000, indicating this was not an open-market sale but a non-cash equity conversion tied to a corporate transaction. Following the transaction, his directly held Anywhere common stock position dropped to zero.

The footnotes explain that this activity occurred at the closing of the merger where Velocity Merger Sub, Inc., a subsidiary of Compass, Inc., combined with Anywhere, which now operates as a wholly owned Compass subsidiary. Each Anywhere share outstanding immediately before the effective time was converted into the right to receive 1.436 Compass class A shares, plus cash in lieu of fractional shares, and each outstanding RSU was converted into a Compass RSU using the same exchange ratio. Subsequent disclosures from the companies will describe his resulting Compass equity position and any ongoing alignment with shareholders.

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

OMB APPROVAL

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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^*

ESPE MATTHEW J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		D		173,103	D	(1)(2)(3)	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 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 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 Matthew J. Espe**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Matthew J. Espe	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

What insider transaction did Anywhere Real Estate (HOUS) report for Matthew J. Espe?

The filing reports that director Matthew J. Espe disposed of 173,103 shares of Anywhere Real Estate Inc. common stock on January 9, 2026, reducing his directly owned Anywhere common stock holdings to 0 shares.

Was the HOUS insider transaction by Matthew J. Espe an open-market sale?

No. The transaction is coded as a disposition at a reported price of $0.0000 per share, indicating it was a non-cash equity conversion related to the closing of the merger with Compass, Inc., rather than an open-market trade.

How did the Compass and Anywhere Real Estate (HOUS) merger affect existing HOUS shares?

Under the Merger Agreement, each share of Anywhere Real Estate Inc. 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.

What happened to Anywhere Real Estate (HOUS) after the Compass merger closed?

After the merger closed, Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere Real Estate Inc., and Anywhere now survives as a wholly owned subsidiary of Compass.

How were RSU awards for Anywhere Real Estate (HOUS) handled in the Compass merger?

At the effective time of the merger, each outstanding RSU award for Anywhere common stock was canceled and converted into an RSU award covering Compass class A shares, based on the product of the original RSU share count multiplied by the 1.436 exchange ratio.

What is the exchange ratio for Anywhere Real Estate (HOUS) shares in the Compass transaction?

The Merger Agreement specifies an exchange ratio of 1.436 fully paid and nonassessable Compass class A shares for each share of Anywhere Real Estate Inc. common stock outstanding immediately prior to the effective time, plus cash for fractional shares.