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Anywhere Real Estate (NYSE: HOUS) EVP logs award share conversion in Compass deal

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Anywhere Real Estate Inc. executive Marilyn J. Wasser, EVP, General Counsel and Secretary, reported equity transactions tied to the closing of the company’s merger with Compass, Inc. On January 7, 2026, she acquired 122,057 shares of Anywhere common stock at $0, earned under 2023 performance stock unit awards, bringing her holdings to 771,336 shares.

On January 9, 2026, the merger of Anywhere with a Compass subsidiary became effective, and 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. On that date she was credited with 233,571 additional shares at $0 and then disposed of 1,004,907 shares of Anywhere common stock at $0, leaving her with no Anywhere shares as her equity awards and holdings were converted into awards and shares tied to Compass.

Positive

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Negative

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Insider WASSER MARILYN J.
Role EVP, General Counsel and Sec.
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value 233,571 $0.00 --
Disposition Common Stock, $0.01 par value 1,004,907 $0.00 --
Grant/Award Common Stock, $0.01 par value 122,057 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value — 1,004,907 shares (Direct)
Footnotes (1)
  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). 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*
WASSER MARILYN 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel and Sec.
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 122,057(1) A $0 771,336 D
Common Stock, $0.01 par value 01/09/2026 A 233,571 A (2)(3)(4) 1,004,907 D
Common Stock, $0.01 par value 01/09/2026 D 1,004,907 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 Marilyn J. Wasser**previously filed**
/s/ Colleen Johnson, as attorney-in-fact for Marilyn J. Wasser 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

Who is the insider in Anywhere Real Estate Inc. (HOUS) involved in this Form 4?

The reporting person is Marilyn J. Wasser, who serves as EVP, General Counsel and Secretary of Anywhere Real Estate Inc.

What Anywhere Real Estate (HOUS) stock transactions did Marilyn Wasser report?

She reported acquiring 122,057 shares on January 7, 2026, acquiring 233,571 shares on January 9, 2026, and disposing of 1,004,907 shares on January 9, 2026, all at $0 per share.

Why did Marilyn Wasser’s Anywhere Real Estate (HOUS) holdings drop to zero?

As part of the merger in which Anywhere became a wholly owned subsidiary of Compass, Inc., each share of Anywhere common stock was converted into the right to receive Compass class A common stock, so her Anywhere holdings were converted and reduced to zero.

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

Each share of Anywhere common stock outstanding immediately before 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 fractional shares if applicable.

How were Anywhere Real Estate (HOUS) PSU and RSU awards treated in the Compass transaction?

At the effective time, each outstanding PSU and RSU in Anywhere was canceled and converted into a restricted stock unit award covering Compass shares, using the number of underlying Anywhere shares multiplied by the 1.436 exchange ratio.

Did Marilyn Wasser pay cash for the reported Anywhere Real Estate (HOUS) share acquisitions?

No. The reported acquisitions of 122,057 shares and 233,571 shares of Anywhere common stock were at a price of $0 per share, reflecting equity award mechanics rather than open-market purchases.