Anywhere Real Estate (HOUS) director reports stock conversion in Compass merger

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Enrique Silva reported the conversion of his common stock in connection with the closing of the company’s merger with Compass, Inc. On January 9, 2026, Silva disposed of 186,778 shares of Anywhere Real Estate common stock, leaving him with zero shares beneficially owned in this security.

According to the merger agreement, each share of Anywhere Real Estate common stock outstanding immediately before the merger’s effective time was converted into the right to receive 1.436 shares of Compass Class A common stock, plus cash instead of any fractional Compass share. Outstanding RSU awards tied to Anywhere Real Estate stock were also canceled and replaced with RSU awards tied to Compass shares using the same 1.436 exchange ratio.

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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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^*

Silva Enrique

(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
	Officer (give title below)		Other (specify below)

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		D		186,778	D	(1)(2)(3)	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 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 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 Enrique Silva**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Enrique Silva	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.
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FAQ

What insider transaction did Enrique Silva report for Anywhere Real Estate (HOUS)?

Enrique Silva, a director of Anywhere Real Estate Inc., reported the disposal of 186,778 shares of the company’s common stock on January 9, 2026. After this transaction, he reported owning no shares of Anywhere Real Estate common stock.

Why were Enrique Silva’s Anywhere Real Estate (HOUS) shares disposed of at a price of $0.00?

The Form 4 shows a price of $0.00 because the transaction reflects a merger-related share conversion, not an open-market sale for cash. Under the merger agreement with Compass, each Anywhere Real Estate share was converted into the right to receive Compass Class A common stock, plus cash only for fractional shares.

What are the key terms of the Compass and Anywhere Real Estate merger affecting HOUS shareholders?

The merger combined Anywhere Real Estate Inc. with a subsidiary of Compass, Inc., leaving Anywhere as a wholly owned subsidiary of Compass. Each share of Anywhere Real Estate common stock outstanding immediately before the effective time was converted into the right to receive 1.436 Compass Class A shares and, if applicable, cash instead of any fractional share.

How were Anywhere Real Estate (HOUS) RSU awards treated in the Compass merger?

At the merger’s effective time, each outstanding RSU award tied to Anywhere Real Estate common stock was canceled and converted into an RSU award for Compass Class A common stock. The number of Compass shares covered by each new RSU was calculated by multiplying the number of Anywhere shares under the original award by the 1.436 exchange ratio.

What is the relationship of Enrique Silva to Anywhere Real Estate (HOUS)?

In this filing, Enrique Silva is identified as a director of Anywhere Real Estate Inc. He is not marked as an officer or 10% owner, and the Form 4 is filed by one reporting person.

Did the Compass merger leave Anywhere Real Estate as an independent company?

No. The merger agreement states that 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.