Anywhere Real Estate (HOUS) EVP logs equity awards and Compass merger swap

Rhea-AI Filing Summary

Anywhere Real Estate Inc. EVP and Chief People Officer Tanya Reu‑Narvaez reported several stock movements tied to performance awards and the closing of the company’s merger with Compass, Inc. On January 7, 2026, she acquired 66,577 shares of common stock at $0 per share, representing shares earned under 2023 performance stock unit awards, bringing her holdings to 267,077 shares.

On January 9, 2026, in connection with the completion of the merger in which Anywhere became a wholly owned subsidiary of Compass, she reported acquiring 127,403 additional shares at $0, increasing her stake to 394,480 shares. That same day, she reported the disposition of all 394,480 shares at $0 as each share of Anywhere common stock was converted into the right to receive Compass class A common stock at a fixed exchange ratio of 1.436 Compass shares per Anywhere share.

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^*

Reu-Narvaez Tanya

(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 People 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		66,577(1)	A	$0	267,077	D
Common Stock, $0.01 par value	01/09/2026		A		127,403	A	(2)(3)(4)	394,480	D
Common Stock, $0.01 par value	01/09/2026		D		394,480	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 Tanya Reu-Narvaez**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Tanya Reu-Narvaez	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 transactions did Anywhere Real Estate (HOUS) report in this filing?

EVP and Chief People Officer Tanya Reu‑Narvaez reported three non-derivative transactions in Anywhere Real Estate common stock: an award of 66,577 shares on January 7, 2026, an award of 127,403 shares on January 9, 2026, and the disposition of 394,480 shares on January 9, 2026, all at a reported price of $0 per share.

How many Anywhere Real Estate (HOUS) shares did the executive hold before and after the reported transactions?

Following the January 7, 2026 award, Tanya Reu‑Narvaez beneficially owned 267,077 shares of Anywhere Real Estate common stock. After the January 9, 2026 award, her holdings increased to 394,480 shares. After the January 9, 2026 disposition related to the merger, she reported holding 0 shares of Anywhere common stock.

What is the connection between this Form 4 for Anywhere Real Estate (HOUS) and the Compass merger?

The filing explains that on January 9, 2026, Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere Real Estate Inc., with Anywhere surviving as a wholly owned subsidiary of Compass. At the effective time of the merger, each share of Anywhere common stock was converted into the right to receive class A common stock of Compass, and the reported disposition of 394,480 shares reflects this conversion rather than a cash sale.

What exchange ratio applied to Anywhere Real Estate (HOUS) shares in the Compass merger?

Each issued and outstanding share of Anywhere Real Estate common stock 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, as described in the merger agreement.

How were performance stock units and RSUs treated in the Anywhere Real Estate (HOUS) and Compass merger?

At the effective time, each outstanding performance stock unit (PSU) award tied to Anywhere common stock was canceled and converted into a restricted stock unit (RSU) award covering Compass shares, based on the number of shares earned under the award and the 1.436 exchange ratio. Each outstanding RSU award in Anywhere common stock was also canceled and converted into a Compass RSU award based on the number of underlying shares multiplied by the same exchange ratio.

What was the nature of the 66,577-share award reported by the Anywhere Real Estate (HOUS) executive?

The 66,577 shares of Anywhere common stock reported as acquired on January 7, 2026 represent shares earned under the performance criteria of 2023 performance stock unit (PSU) awards, before tax withholding that will be applied in connection with subsequent transactions noted in the filing.