Anywhere Real Estate (HOUS) director reports HOUS share conversion in Compass merger

Rhea-AI Filing Summary

Anywhere Real Estate director V. Ann Hailey reported the conversion of her holdings in connection with the company’s merger into Compass, Inc. On January 9, 2026, she disposed of 181,484 shares of Anywhere Real Estate common stock held directly and 19,500 shares held indirectly in an IRA at a reported price of $0.00 per share, reflecting the merger treatment rather than an open-market sale.

Under the merger agreement, each Anywhere Real Estate share 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 any fractional shares. Outstanding RSU awards tied to Anywhere Real Estate were canceled at the effective time and replaced with RSU awards for Compass shares based on 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^*

HAILEY V ANN

(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		181,484	D	(1)(2)(3)	0	D
Common Stock, $0.01 par value	01/09/2026		D		19,500	D	(1)(2)	0	I	In IRA

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 V. Ann Hailey**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for V. Ann Hailey	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Anywhere Real Estate (HOUS) report for V. Ann Hailey?

V. Ann Hailey reported disposing of 181,484 shares of Anywhere Real Estate common stock held directly and 19,500 shares held indirectly in an IRA on January 9, 2026. The reported price per share was $0.00, reflecting conversion in the merger with Compass rather than a market sale.

Why were V. Ann Hailey’s HOUS shares reported as disposed of at $0.00 per share?

The shares were reported as disposed of at $0.00 per share because, under the merger agreement, they were converted into the right to receive Compass Class A common stock instead of being sold for cash in an open-market transaction.

What are the terms of the Anywhere Real Estate and Compass merger affecting HOUS shareholders?

Under the merger agreement, each share of Anywhere Real Estate common stock outstanding immediately prior to 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.

How were Anywhere Real Estate RSU awards treated in the Compass merger?

At the effective time of the merger, each outstanding RSU award for Anywhere Real Estate common stock was canceled and converted into an RSU award for Compass shares, covering a number of Compass shares equal to the number of company shares subject to the award multiplied by the 1.436 exchange ratio.

What is V. Ann Hailey’s role at Anywhere Real Estate (HOUS)?

V. Ann Hailey is reported as a director of Anywhere Real Estate and filed this Form 4 as a single reporting person.

How many HOUS shares does V. Ann Hailey report owning after the merger-related transaction?

Following the reported transactions on January 9, 2026, the Form 4 shows 0 shares of Anywhere Real Estate common stock beneficially owned directly or indirectly.