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

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Bryson R. Koehler reported the disposition of 153,025 shares of Anywhere common stock on January 9, 2026. This change comes from the closing of a previously announced merger in which Velocity Merger Sub, a subsidiary of Compass, Inc., merged with Anywhere, leaving Anywhere as a wholly owned subsidiary of Compass.

Under the merger agreement, each share of Anywhere common stock 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. Following this conversion, Koehler reported owning 0 shares of Anywhere common stock directly.

Insights

M&A and insider-transactions analyst

Director’s reported share disposition reflects closing of Compass–Anywhere merger.

The filing shows Bryson R. Koehler, a director of Anywhere Real Estate Inc., disposing of 153,025 shares of Anywhere common stock at a reported price of 0.0000 per share. The zero price and explanatory footnotes indicate this is a non-cash Form 4 event tied to a corporate transaction, not an open-market sale.

Footnotes explain that on January 9, 2026 Velocity Merger Sub, a subsidiary of Compass, Inc., merged with Anywhere, making Anywhere a wholly owned subsidiary of Compass. Each Anywhere share was converted into the right to receive 1.436% (ratio 1.436) Compass class A shares, plus cash in lieu of fractional shares. As a result, Koehler’s reported Anywhere holdings fell to zero, with economic exposure moving to Compass equity under the stated exchange terms.

The filing is primarily confirmatory of the previously announced merger terms rather than a discretionary trading decision. The impact on investors depends on the broader Compass–Anywhere combination, which is governed by the exchange ratio and structure described in the merger agreement referenced in the footnotes.

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^*

Koehler Bryson R

(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		153,025	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 Bryson R. Koehler**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Bryson R. Koehler	01/09/2026
	** 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 Inc. (HOUS) report for Bryson R. Koehler?

The company reported that director Bryson R. Koehler disposed of 153,025 shares of Anywhere common stock on January 9, 2026, reducing his reported direct holdings to zero shares.

Why did Bryson R. Koehler’s Anywhere (HOUS) share balance go to zero in this Form 4?

His Anywhere shares were affected by a completed merger in which Velocity Merger Sub, a subsidiary of Compass, Inc., merged with Anywhere, and each Anywhere share was converted into the right to receive Compass class A common stock under an agreed exchange ratio.

What did Anywhere Real Estate (HOUS) shareholders receive in the Compass merger?

According to the disclosure, each share of Anywhere 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, pursuant to the merger agreement.

Was the Form 4 transaction for Bryson R. Koehler an open-market sale of HOUS stock?

No. The Form 4 describes a disposition coded “D” at a price of $0.00 per share, tied to the closing of the merger with Compass, Inc., rather than an open-market sale.

How is Anywhere Real Estate Inc. structured after the Compass merger?

Following the transaction, Anywhere Real Estate Inc. continues as the surviving entity but operates as a wholly owned subsidiary of Compass, Inc., as described in the merger explanation.

What happened to outstanding RSU awards in the Anywhere–Compass merger?

At the effective time of the merger, each outstanding RSU award linked to Anywhere shares was canceled and converted into an RSU award for Compass shares, based on the number of Anywhere shares subject to the award multiplied by the 1.436 exchange ratio.