Anywhere Real Estate (HOUS) insider logs share conversion in Compass deal

Rhea-AI Filing Summary

Anywhere Real Estate senior vice president and chief accounting officer Timothy B. Gustavson reported the disposition of 19,028 shares of Anywhere common stock on January 9, 2026. The change was triggered by the closing of a previously announced merger in which Velocity Merger Sub, a wholly owned subsidiary of Compass, Inc., merged into 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 any fractional shares. Following this conversion, Gustavson reported owning zero shares of Anywhere common stock, reflecting the company’s transition into Compass’s corporate structure.

Insights

M&A and insider-transactions analyst

Officer’s Form 4 reflects closing of Compass’s acquisition of Anywhere, with HOUS shares converted into Compass stock.

This filing shows Anywhere Real Estate’s SVP and chief accounting officer, Timothy B. Gustavson, reporting the disposition of 19,028 shares of Anywhere common stock on January 9, 2026. The transaction code "D" and zero price indicate a structural change rather than an open-market sale.

The footnotes explain that Velocity Merger Sub, a Compass subsidiary, merged into Anywhere under a previously announced merger agreement, making Anywhere a wholly owned subsidiary of Compass, Inc.. Each Anywhere share was converted into the right to receive 1.436% Compass Class A shares, with cash only for fractional shares, which is typical for stock-for-stock deals.

After the transaction, Gustavson reported owning zero Anywhere shares, consistent with Anywhere becoming part of Compass’s group. Future company disclosures from Compass will be the main source for understanding how former Anywhere operations perform within the combined business.

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^*

Gustavson Timothy B.

(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)
	SVP, Chief Accounting Officer

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		19,028	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 ("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.

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 Timothy B. Gustavson**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Timothy B. Gustavson	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 (HOUS) report on January 9, 2026?

The SVP and chief accounting officer, Timothy B. Gustavson, reported the disposition of 19,028 shares of Anywhere common stock, leaving him with zero Anywhere shares.

Why were Timothy Gustavson’s 19,028 Anywhere (HOUS) shares disposed of?

The shares were disposed of in connection with a merger in which Velocity Merger Sub, Inc., a Compass subsidiary, merged with Anywhere Real Estate, with Anywhere surviving as a wholly owned subsidiary of Compass, Inc..

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

Each share of Anywhere common stock was converted into the right to receive 1.436 Compass Class A shares, plus cash in lieu of any fractional Compass shares.

Did Timothy Gustavson sell his Anywhere (HOUS) shares on the open market?

The Form 4 shows a transaction code "D" with a price of $0.00 per share, indicating a merger-related conversion of shares rather than an open-market sale.

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

Anywhere Real Estate survived the merger as a wholly owned subsidiary of Compass, Inc., and its common stock was converted into Compass Class A common stock under the stated exchange ratio.

How were outstanding RSUs for Anywhere (HOUS) treated in the Compass transaction?

Each outstanding Anywhere RSU was canceled at the effective time and converted into an RSU award in Compass shares, based on the number of underlying Anywhere shares multiplied by the 1.436 exchange ratio.