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

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Anywhere Real Estate Inc. executive Rudy Wolfs reported equity changes tied to the closing of the company’s merger with Compass, Inc. On January 9, 2026, Wolfs acquired 212,337 shares of Anywhere common stock at a stated price of $0.00 per share, then disposed of 435,243 shares at $0.00 per share, leaving him with 0 shares of Anywhere common stock held directly.

These transactions occurred in connection with the merger in which Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, merged with and into Anywhere, making Anywhere 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 in lieu of fractional shares. Outstanding PSU and RSU awards in Anywhere were canceled at the effective time and converted into RSU awards covering Compass shares using the same 1.436 exchange ratio.

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Insights

Anywhere’s merger into Compass converts executive equity into Compass-based awards.

The filing shows how Rudy Wolfs, EVP and Chief Technology Officer of Anywhere Real Estate Inc., transitioned his equity as the company became a wholly owned subsidiary of Compass, Inc. on January 9, 2026. He reported acquiring 212,337 shares of Anywhere common stock at $0.00 per share and then disposing of 435,243 shares at $0.00 per share, ending with zero Anywhere shares held directly.

Under the Merger Agreement, each outstanding Anywhere share at the effective time was converted into the right to receive 1.436% (expressed as 1.436 shares per share) of Compass class A common stock, plus cash in lieu of fractional shares. The narrative also explains that existing performance stock units and restricted stock units in Anywhere were canceled and replaced with restricted stock units over Compass shares using the same 1.436 exchange ratio, with 212,337 shares reflecting the performance-based portion before applying that ratio.

For investors, this illustrates the mechanical impact of the merger on one senior executive’s holdings: legacy Anywhere common stock and equity awards are effectively replaced by Compass equity instruments. Subsequent Compass disclosures would typically provide more detail on the resulting Compass share and RSU positions after the January 9, 2026 effective time.

Insider Wolfs Rudy
Role EVP, Chief Technology Officer
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value 212,337 $0.00 --
Disposition Common Stock, $0.01 par value 435,243 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value — 435,243 shares (Direct)
Footnotes (1)
  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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Wolfs Rudy
(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 Technology Officer
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 A 212,337 A (1)(2)(3) 435,243 D
Common Stock, $0.01 par value 01/09/2026 D 435,243 D (1)(2)(4) 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 ("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.
3. 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.
4. 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 Rudy Wolfs**previously filed**
/s/ Colleen Johnson, as attorney-in-fact for Rudy Wolfs 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Anywhere Real Estate (HOUS) report for Rudy Wolfs?

The filing shows that on January 9, 2026, EVP and Chief Technology Officer Rudy Wolfs acquired 212,337 shares of Anywhere common stock at $0.00 per share and disposed of 435,243 shares at $0.00 per share, resulting in 0 shares of Anywhere common stock held directly after the transactions.

How did the Compass merger affect Anywhere Real Estate (HOUS) common stock?

According to the Merger Agreement, at the effective time of the merger, each share of Anywhere common stock outstanding was converted into the right to receive 1.436 shares of Compass class A common stock plus, if applicable, cash in lieu of fractional Compass shares. Anywhere became a wholly owned subsidiary of Compass through this merger.

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

The exchange ratio set in the Merger Agreement provides that each share of Anywhere common stock outstanding immediately prior to the effective time of the merger is converted into the right to receive 1.436 fully paid and nonassessable shares of Compass class A common stock, plus cash in lieu of any fractional Compass shares.

How were PSU awards for Anywhere Real Estate executives treated in the Compass merger?

At the effective time, each outstanding performance stock unit (PSU) award in Anywhere was canceled and converted into a restricted stock unit (RSU) award covering Compass shares. The number of Compass RSUs equals the number of Anywhere shares subject to the PSU award, determined based on performance goals under the Merger Agreement, multiplied by the 1.436 exchange ratio. The 212,337 shares reported reflect the performance-based portion before applying the exchange ratio.

What happened to Anywhere Real Estate (HOUS) RSU awards in the merger with Compass?

Each outstanding restricted stock unit (RSU) award in Anywhere was canceled at the effective time and converted into an RSU award over Compass class A common stock. The number of Compass RSUs equals the number of Anywhere shares subject to the original RSU award multiplied by the 1.436 exchange ratio specified in the Merger Agreement.

Does Rudy Wolfs still hold Anywhere Real Estate (HOUS) common stock after the reported transactions?

No. After the January 9, 2026 transactions reported in the filing, Rudy Wolfs is shown as holding 0 shares of Anywhere Real Estate Inc. common stock directly. His interests related to the merger are reflected through the conversion mechanics into Compass shares and Compass RSU awards described in the footnotes.