Anywhere Real Estate (HOUS) CEO equity converts to Compass stock in merger

Rhea-AI Filing Summary

Anywhere Real Estate Inc. CEO and President Ryan M. Schneider reported several equity transactions tied to the closing of the company’s merger with Compass, Inc. On January 7, 2026, he acquired 819,399 shares of common stock for no cash cost, earned under 2023 performance stock unit awards before tax withholding. On January 9, 2026, in connection with the previously announced merger with Compass, he was granted an additional 2,548,018 shares, bringing his holdings to 5,883,469 shares of Anywhere common stock.

That same day, all 5,883,469 shares of Anywhere common stock he held were reported as disposed of, reflecting their conversion at the merger’s effective time. Under the merger terms, each share of Anywhere common stock was exchanged for 1.436 shares of Compass class A common stock (plus cash in lieu of fractional shares), and his outstanding PSU and RSU awards were converted into restricted stock units over Compass shares. Following these transactions, Schneider reported owning 0 shares of Anywhere common stock directly.

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^*

Schneider Ryan M.

(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
X	Officer (give title below)		Other (specify below)
	CEO and President

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		819,399(1)	A	$0	3,335,451	D
Common Stock, $0.01 par value	01/09/2026		A		2,548,018	A	(2)(3)(4)	5,883,469	D
Common Stock, $0.01 par value	01/09/2026		D		5,883,469	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 Ryan M. Schneider**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Ryan M. Schneider	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 Anywhere Real Estate (HOUS) report for CEO Ryan M. Schneider?

Ryan M. Schneider reported three non-derivative transactions: on January 7, 2026, he acquired 819,399 shares of Anywhere common stock earned from 2023 performance stock units, and on January 9, 2026, he acquired 2,548,018 shares and then disposed of 5,883,469 shares, all at a stated price of $0.00 per share, in connection with the Compass merger.

How many Anywhere Real Estate (HOUS) shares did the CEO hold after these Form 4 transactions?

After the January 9, 2026 transactions, Ryan M. Schneider reported holding 0 shares of Anywhere Real Estate Inc. common stock directly, as all 5,883,469 shares he owned were converted and reported as disposed of in connection with the merger.

How were Anywhere Real Estate (HOUS) shares exchanged in the Compass merger?

Under the Merger Agreement, each share of Anywhere Real Estate 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 any fractional Compass shares.

What happened to the CEO’s performance stock units and RSUs in the Anywhere–Compass deal?

At the merger’s effective time, each outstanding performance stock unit award was canceled and converted into a restricted stock unit over Compass shares, based on the number of Anywhere shares earned under the award multiplied by the 1.436 exchange ratio. Each outstanding RSU award over Anywhere shares was similarly converted into an RSU award over Compass shares using the same exchange ratio.

Why did Ryan M. Schneider receive 819,399 Anywhere Real Estate (HOUS) shares on January 7, 2026?

The 819,399 shares reported as acquired on January 7, 2026 represent shares earned under the performance criteria of the 2023 performance stock unit awards, before any tax withholding that will be applied after the related merger-driven transactions.

Were the reported Anywhere Real Estate (HOUS) insider transactions open-market trades?

The reported acquisitions and disposition for Ryan M. Schneider were filed at a stated price of $0.00 per share and are described in the footnotes as arising from equity award vesting and conversion mechanics under the Merger Agreement with Compass, rather than cash open-market purchases or sales.