Anywhere Real Estate (NYSE: HOUS) CEO details stock awards and merger share conversion

Rhea-AI Filing Summary

Anywhere Real Estate Inc. President and CEO Susan Yannaccone reported equity transactions tied to the closing of the merger with Compass, Inc. On January 7, 2026, she acquired 128,031 shares of common stock earned under 2023 performance stock unit awards, bringing her holdings to 655,285 shares.

On January 9, 2026, she acquired an additional 318,502 shares, increasing her ownership to 973,787 shares, and then reported the disposition of those 973,787 shares as her Anywhere shares were converted in the merger. Under the merger agreement, each Anywhere share was converted into the right to receive 1.436 Compass class A shares and, if applicable, cash in lieu of fractional shares.

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^*

Yannaccone Susan

(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)
	Pres/CEO AW Brands AW Advisors

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		128,031(1)	A	$0	655,285	D
Common Stock, $0.01 par value	01/09/2026		A		318,502	A	(2)(3)(4)	973,787	D
Common Stock, $0.01 par value	01/09/2026		D		973,787	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 Susan E. Yannaccone**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Susan E. Yannaccone	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.

FAQ

What insider transactions did HOUS CEO Susan Yannaccone report on this Form 4?

The Form 4 shows that on January 7, 2026, Susan Yannaccone acquired 128,031 shares of Anywhere Real Estate Inc. common stock earned under 2023 performance stock unit awards. On January 9, 2026, she acquired 318,502 additional shares, then reported the disposition of 973,787 shares as part of the merger with Compass, Inc.

Were Susan Yannaccone’s HOUS transactions related to a merger?

Yes. 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 under an Agreement and Plan of Merger dated September 22, 2025.

How were HOUS shares converted in the Compass merger?

According to the filing, at the effective time of the merger each share of Anywhere Real Estate Inc. common stock was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash in lieu of any fractional Compass shares.

What happened to Susan Yannaccone’s HOUS performance stock units and RSUs?

The filing states that each outstanding PSU award was canceled and converted into a restricted stock unit award covering Compass shares based on the number of Anywhere shares subject to the award multiplied by the 1.436 exchange ratio. Similarly, each outstanding RSU award was converted into a Compass RSU award using the same exchange ratio.

Did Susan Yannaccone hold HOUS shares directly or indirectly after these transactions?

The reported transactions are shown as direct (D) ownership. After the final disposition entry on January 9, 2026, the Form 4 lists 0 shares of Anywhere Real Estate Inc. common stock beneficially owned, reflecting the conversion of her holdings in the merger.

Was there a cash price per share for Susan Yannaccone’s reported HOUS transactions?

The Form 4 lists a price per share of $0.00 for the reported acquisitions and disposition, consistent with equity awards being earned and shares being converted under the merger agreement rather than bought or sold on the open market.