Anywhere Real Estate (HOUS) director equity converted to Compass shares in merger

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Felicia Williams reported the disposal of 134,617 shares of common stock on January 9, 2026. This was not an open‑market sale but the result of the closing of a previously announced merger in which Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged into Anywhere, leaving Anywhere as a wholly owned Compass subsidiary.

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 any fractional Compass shares. Outstanding RSU awards tied to Anywhere stock were canceled at the effective time and converted into RSU awards covering Compass shares using the same 1.436 exchange ratio.

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Director’s Form 4 reflects HOUS stock converting into Compass shares at merger close.

The filing shows that Anywhere Real Estate director Felicia Williams had 134,617 shares of Anywhere common stock reported as disposed of on January 9, 2026. The footnotes clarify this was due to the consummation of a merger in which a Compass, Inc. subsidiary merged into Anywhere, making Anywhere a wholly owned Compass subsidiary rather than a standalone public company.

Under the merger agreement dated September 22, 2025, each Anywhere share was converted into the right to receive 1.436 Compass Class A shares, plus cash instead of fractional shares. The filing also notes that each outstanding RSU award in Anywhere stock was canceled and replaced with an RSU award over Compass shares using the same 1.436 exchange ratio. This indicates that equity exposure for this director shifts from Anywhere to Compass, while preserving value based on the agreed exchange terms.

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^*

Williams Felicia

(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		134,617	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 Felicia Williams**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Felicia Williams	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).
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FAQ

What insider transaction did Anywhere Real Estate (HOUS) report for Felicia Williams?

The company reported that director Felicia Williams disposed of 134,617 shares of Anywhere common stock on January 9, 2026, as shown in Table I of the Form 4.

Was Felicia Williams transaction in HOUS stock an open-market sale?

No. The Form 4 notes that the shares were disposed of in connection with the closing of a merger involving Compass, Inc., rather than through an open-market sale.

What happened to Anywhere Real Estate (HOUS) in the Compass merger?

A Compass, Inc. subsidiary, Velocity Merger Sub, Inc., merged with and into Anywhere Real Estate, and Anywhere survived as a wholly owned subsidiary of Compass.

What did HOUS shareholders receive in the Compass, Inc. merger?

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 Compass shares, as stated in the merger agreement.

How were Anywhere Real Estate RSU awards treated in the merger with Compass?

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

What is Felicia Williams role at Anywhere Real Estate (HOUS) according to the Form 4?

The Form 4 identifies Felicia Williams as a director of Anywhere Real Estate Inc., with the filing made by one reporting person.