Anywhere Real Estate (HOUS) CEO details RSU tax share forfeiture amid merger vesting

Rhea-AI Filing Summary

Anywhere Real Estate Inc. officer Susan E. Yannaccone reported multiple insider equity transactions related to restricted stock units on 12/12/2025. The filing shows several entries where common shares were withheld (transaction code F) at $14.59 per share, in amounts including 22,086, 25,198, 44,222 and 88,342 shares.

According to the explanation, these shares were forfeited to satisfy tax withholding obligations upon partial vesting of restricted stock unit awards. The vesting was accelerated to help mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc.. After the reported transactions, Yannaccone directly beneficially owned 527,254 shares of Anywhere Real Estate common stock.

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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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)
12/12/2025

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	12/12/2025		F		22,086(1)	D	$14.59	685,016	D
Common Stock, $0.01 par value	12/12/2025		F		25,198(1)	D	$14.59	659,818	D
Common Stock, $0.01 par value	12/12/2025		F		44,222(1)	D	$14.59	615,596	D
Common Stock, $0.01 par value	12/12/2025		F		88,342(1)	D	$14.59	527,254	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. Shares forfeited to satisfy tax withholding obligation upon partial vesting of restricted stock unit awards that were accelerated in order to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the proposed merger with Compass, Inc.

Remarks:

Exhibit 24.1 - Power of Attorney of Susan E. Yannaccone* *Previously filed.

	/s/ Colleen Johnson, as attorney-in-fact for Susan E. Yannaccone	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The Form 4 reports that Susan E. Yannaccone, an officer of Anywhere Real Estate Inc., had common stock withheld on 12/12/2025 in several transactions coded F, which indicates shares were used to meet obligations such as taxes rather than open-market purchases or sales.

Why were shares of Anywhere Real Estate (HOUS) forfeited by the officer?

The explanation states that the shares were forfeited to satisfy tax withholding obligations upon partial vesting of restricted stock unit awards. These awards were accelerated in order to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed merger with Compass, Inc..

What were some of the specific share amounts and price reported for HOUS in this filing?

The reported insider transactions include Anywhere Real Estate common stock at $14.59 per share, with individual entries for 22,086, 25,198, 44,222 and 88,342 shares that were forfeited to cover tax withholding linked to restricted stock unit vesting.

How many Anywhere Real Estate (HOUS) shares does the reporting person own after these transactions?

Following the reported forfeitures on 12/12/2025, the Form 4 shows that Susan E. Yannaccone beneficially owned 527,254 shares of Anywhere Real Estate Inc. common stock in direct ownership.

How is the proposed Compass, Inc. merger related to this HOUS insider transaction?

The filing explains that the partial vesting of restricted stock unit awards was accelerated in connection with the proposed merger with Compass, Inc., and that this acceleration was intended to help mitigate potential impacts under Sections 280G and 4999 of the Internal Revenue Code, leading to the tax-related share forfeitures.