Anywhere Real Estate (NYSE: HOUS) director logs HOUS-to-Compass share conversion

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Fiona P. Dias reported the disposition of 175,245 shares of Anywhere common stock on January 9, 2026, leaving her with no shares directly owned. The change occurred when Velocity Merger Sub, a wholly owned subsidiary of Compass, Inc., merged with Anywhere, making Anywhere a wholly owned subsidiary of Compass under a previously announced merger agreement.

Each share of Anywhere 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, with cash paid instead of fractional shares. At the same time, each outstanding RSU in Anywhere stock was canceled and replaced with a Compass RSU covering a number of Compass shares equal to the original RSUs multiplied by the same exchange ratio.

Insights

Equity mergers & governance analyst

Form 4 confirms closing of the Compass–Anywhere merger and share-for-share conversion terms.

This filing shows director Fiona P. Dias disposed of 175,245 shares of Anywhere Real Estate Inc. common stock on January 9, 2026. The transaction code "D" and price of $0.0000 indicate the shares were not sold in the market but were converted in connection with a corporate transaction, leaving her with zero Anywhere shares directly owned.

The footnotes explain that Velocity Merger Sub, a wholly owned subsidiary of Compass, Inc., merged with Anywhere, which now survives as a wholly owned Compass subsidiary. Under the merger agreement, each Anywhere share was converted into the right to receive 1.436 Compass class A shares, plus cash instead of fractional shares, and each Anywhere RSU was similarly converted into a Compass RSU based on the same exchange ratio.

For former Anywhere equity holders, this clarifies the mechanics of how their common stock and RSU awards translate into Compass equity at closing. Subsequent company disclosures from Compass will provide the broader financial and strategic context of the combined structure.

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^*

DIAS FIONA P

(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		175,245	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 Fiona P. Dias**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Fiona P. Dias	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.

FAQ

What did Fiona P. Dias report in this Form 4 for Anywhere Real Estate Inc. (HOUS)?

She reported the disposition of 175,245 shares of Anywhere common stock on January 9, 2026, reducing her directly owned holdings to zero shares following the merger with Compass, Inc.

Why were Fiona P. Dias’s HOUS shares disposed of at a price of $0.00 per share?

The shares were not sold in a market transaction. They were converted in connection with the merger in which Velocity Merger Sub, a wholly owned subsidiary of Compass, Inc., merged with Anywhere Real Estate Inc., so the Form 4 shows a $0.00 per-share price.

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

Under the merger agreement, each share of Anywhere common stock outstanding immediately before the effective time 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.

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

At the merger’s effective time, each outstanding RSU in Anywhere stock was canceled and converted into an RSU covering Compass class A common stock, with the new award covering a number of Compass shares equal to the original Anywhere RSUs multiplied by the 1.436 exchange ratio.

What is the post-merger status of Anywhere Real Estate Inc. in relation to Compass, Inc.?

After the merger, Anywhere Real Estate Inc. continues as the surviving corporation but now operates as a wholly owned subsidiary of Compass, Inc..

Does this Form 4 indicate any change in Fiona P. Dias’s role at Anywhere Real Estate Inc. (HOUS)?

The filing identifies Fiona P. Dias as a director of Anywhere Real Estate Inc. It reports changes in her equity holdings but does not state any change to her board role.