Anywhere Real Estate (HOUS) director reports 107,538-share disposal in Compass deal

Rhea-AI Filing Summary

Anywhere Real Estate director Egbert L. J. Perry reported the conversion of his shares in connection with the company’s merger with Compass, Inc. On January 9, 2026, Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, merged with and into Anywhere Real Estate Inc., leaving Anywhere as a wholly owned subsidiary of Compass.

Perry disposed of 107,538 shares of Anywhere common stock, leaving him with 0 shares beneficially owned. Under the Merger Agreement, each share of Anywhere common stock was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash instead of any fractional Compass share. In addition, each outstanding RSU award tied to Anywhere stock was canceled and replaced with an RSU award 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^*

PERRY EGBERT L. 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		107,538	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 Egbert L. J. Perry**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Egbert L. J. Perry	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).
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FAQ

What insider transaction did Anywhere Real Estate (HOUS) report in this Form 4?

The filing reports that director Egbert L. J. Perry disposed of 107,538 shares of Anywhere Real Estate common stock on January 9, 2026, in connection with the completion of the merger with Compass, Inc., resulting in 0 shares beneficially owned afterward.

Why did Egbert L. J. Perry dispose of 107,538 HOUS shares?

The shares were disposed of pursuant to the Agreement and Plan of Merger dated September 22, 2025. At the merger’s effective time, each Anywhere Real Estate common share was automatically converted into the right to receive Compass class A common stock under the agreed exchange ratio, rather than being a discretionary sale.

What did HOUS shareholders receive in the Compass merger?

Each outstanding share of Anywhere Real Estate common stock was converted into the right to receive 1.436 fully paid and nonassessable shares of Compass class A common stock, plus cash in lieu of fractional shares, as provided in the Merger Agreement.

How were Anywhere Real Estate (HOUS) RSU awards treated 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 shares, covering a number of Compass shares equal to the product of the original HOUS RSU share count and the 1.436 exchange ratio.

What is Egbert L. J. Perry’s relationship to Anywhere Real Estate (HOUS)?

Egbert L. J. Perry is identified in the filing as a director of Anywhere Real Estate Inc. He is not listed as an officer or 10% owner in this Form 4.

Did Anywhere Real Estate (HOUS) become a subsidiary after the transaction?

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