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Anywhere Real Estate (HOUS) CEO reports stock conversion and exit in Compass deal

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Form Type
4

Rhea-AI Filing Summary

Anywhere Real Estate President and CEO Donald J. Casey reported equity changes tied to the company’s merger with Compass. On January 7, 2026, he acquired 110,961 shares of Anywhere common stock at $0 per share, earned under 2023 performance stock unit awards before tax withholding.

On January 9, 2026, the merger of Anywhere Real Estate into a Compass subsidiary closed, with Anywhere becoming a wholly owned subsidiary of Compass. Casey acquired a further 254,804 shares of Anywhere common stock at $0 and then disposed of his entire holding of 951,588 shares. Under the merger terms, each Anywhere share was converted into the right to receive 1.436 Compass Class A shares and, if applicable, cash in lieu of fractional shares, and his PSU and RSU awards were converted into Compass restricted stock units based on this exchange ratio.

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Insider Casey Donald J
Role Pres./CEO, AIS
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value 254,804 $0.00 --
Disposition Common Stock, $0.01 par value 951,588 $0.00 --
Grant/Award Common Stock, $0.01 par value 110,961 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value — 951,588 shares (Direct)
Footnotes (1)
  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). 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Casey Donald J
(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)
Pres./CEO, AIS
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 110,961(1) A $0 696,784 D
Common Stock, $0.01 par value 01/09/2026 A 254,804 A (2)(3)(4) 951,588 D
Common Stock, $0.01 par value 01/09/2026 D 951,588 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 Donald J. Casey**previously filed**
/s/ Colleen Johnson, as attorney-in-fact for Donald J. Casey 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Anywhere Real Estate (HOUS) report for Donald J. Casey?

The filing reports that Donald J. Casey, President and CEO of Anywhere Integrated Services, acquired and then disposed of Anywhere common stock in connection with the company’s merger with Compass. His positions in Anywhere stock were effectively converted into the right to receive Compass Class A shares and related restricted stock units.

How many Anywhere Real Estate shares did Donald J. Casey acquire from performance awards?

On January 7, 2026, Casey acquired 110,961 shares of Anywhere common stock at $0 per share. These shares were earned under the performance criteria of the 2023 performance stock unit awards, before tax withholding.

What happened to Donald J. Casey’s Anywhere Real Estate (HOUS) shares in the Compass merger?

On January 9, 2026, in connection with the merger of Anywhere Real Estate into a Compass subsidiary, Casey acquired 254,804 additional Anywhere shares at $0 and then disposed of 951,588 shares, leaving him with zero Anywhere shares beneficially owned after the transactions.

What exchange ratio applied to Anywhere Real Estate shares in the Compass transaction?

Each share of Anywhere Real Estate 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, according to the merger agreement.

How were Donald J. Casey’s PSU and RSU awards treated in the Compass merger?

At the effective time of the merger, each outstanding performance stock unit award was canceled and converted into a restricted stock unit (RSU) award covering Compass shares. The number of Compass shares was based on the number of Anywhere shares subject to the award, determined under the merger agreement’s performance rules, multiplied by the 1.436 exchange ratio. Each outstanding RSU award was similarly converted into a Compass RSU award using the same exchange ratio.

What is the relationship between Anywhere Real Estate (HOUS) and Compass after the merger?

Following the merger completed on January 9, 2026, Anywhere Real Estate Inc. survived the merger as a wholly owned subsidiary of Compass, Inc., with its common stock converted into rights to receive Compass Class A shares under the stated exchange ratio.