Anywhere Real Estate (NYSE: HOUS) director stock converted in Compass, Inc. merger

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Michael J. Williams reported the disposition of 315,788 shares of Anywhere common stock on January 9, 2026. This was not an open-market sale but the result of the closing of a previously announced merger in which Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere, leaving Anywhere as a wholly owned subsidiary of Compass.

Under the Merger Agreement, 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 for any fractional shares. Outstanding RSU awards tied to Anywhere stock were canceled and replaced with RSU awards tied to Compass shares using the same 1.436 exchange ratio. Following this conversion, Williams reported owning 0 shares of Anywhere common stock.

Insights

M&A and equity structure analyst

Director’s HOUS shares were converted into Compass stock via merger.

The filing shows Michael J. Williams, a director of Anywhere Real Estate Inc., disposing of 315,788 shares of Anywhere common stock on January 9, 2026. The transaction code “D” and price of 0.0000 per share indicate this was a structural change, not an ordinary sale, tied to the completion of the merger with Compass, Inc..

Per the Merger Agreement, each Anywhere share outstanding immediately before the effective time converted into the right to receive 1.436% (1.436) shares of Compass Class A common stock and, if needed, cash for fractional shares. RSU awards were similarly converted into RSUs over Compass stock using the same ratio. After this, Williams reported owning 0 Anywhere shares, consistent with Anywhere becoming a wholly owned Compass subsidiary. Subsequent company disclosures may further detail post-merger ownership and governance within Compass.

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^*

WILLIAMS MICHAEL 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		315,788	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 Michael J. Williams**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Michael J. Williams	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 did the Anywhere Real Estate Inc. (HOUS) Form 4 report for Michael J. Williams?

The Form 4 reports that director Michael J. Williams disposed of 315,788 shares of Anywhere Real Estate Inc. common stock on January 9, 2026, leaving him with 0 shares of Anywhere common stock after the transaction.

Was Michael J. Williams’ HOUS share disposition an open-market sale?

No. The Form 4 explains that the disposition of 315,788 shares of Anywhere common stock resulted from the closing of a merger with Compass, Inc., not from an open-market sale. The shares were converted pursuant to the Merger Agreement.

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

According to the Merger Agreement, 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, if applicable.

What happened to Anywhere Real Estate Inc. RSU awards in the merger with Compass?

At the effective time of the merger, each outstanding RSU award tied to Anywhere common stock was canceled and converted into an RSU award for Compass Class A common stock, covering a number of Compass shares equal to the original share amount multiplied by the 1.436 exchange ratio.

What was the relationship between Anywhere Real Estate Inc. and Compass, Inc. after the merger?

Upon completion of the merger on January 9, 2026, Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere Real Estate Inc., and Anywhere survived as a wholly owned subsidiary of Compass.

What transaction code and price were reported for the HOUS share disposition?

The Form 4 lists transaction code “D” for disposition, with a reported transaction price per share of $0.0000, reflecting that the change in ownership came from the merger conversion mechanics rather than a cash sale on the market.