Anywhere Real Estate (NYSE: HOUS) director reports Compass merger share swap

Rhea-AI Filing Summary

Anywhere Real Estate Inc. director Chris Terrill reported the automatic disposition of 169,019 shares of Company common stock on January 9, 2026 in connection with the completion of the merger with Compass, Inc. Under the merger agreement, Velocity Merger Sub, Inc., a Compass subsidiary, merged into Anywhere Real Estate, which now operates as a wholly owned subsidiary of Compass.

Each share of Anywhere Real Estate common stock outstanding immediately before the effective time of the merger was converted into the right to receive 1.436 shares of Compass class A common stock, plus cash instead of any fractional Compass shares. In addition, each outstanding RSU tied to Anywhere Real Estate stock was canceled and replaced with an RSU covering Compass shares based on the same 1.436 exchange ratio.

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^*

Terrill Chris

(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		169,019	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 Chris Terrill**previously filed**

	/s/ Colleen Johnson, as attorney-in-fact for Chris Terrill	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 for Chris Terrill?

Director Chris Terrill reported the disposition of 169,019 shares of Anywhere Real Estate common stock on January 9, 2026. The shares were not sold for cash but converted as part of the merger with Compass, Inc., and the post-transaction holding in Company common stock is shown as zero.

How were Anywhere Real Estate (HOUS) shares exchanged in the Compass merger?

Under the merger agreement, each outstanding share of Anywhere Real Estate common stock 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.

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

At the effective time of the merger, each outstanding RSU award tied to Anywhere Real Estate stock was canceled and converted into an RSU award in respect of Compass shares. The number of Compass shares covered equals the number of Company shares previously subject to the RSU multiplied by the 1.436 exchange ratio.

What structural change occurred to Anywhere Real Estate (HOUS) as part of the Compass merger?

Velocity Merger Sub, Inc., a wholly owned subsidiary of Compass, Inc., merged with and into Anywhere Real Estate Inc.. After this transaction, Anywhere Real Estate survived the merger as a wholly owned subsidiary of Compass.

Did Chris Terrill’s Form 4 transaction involve a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating transactions made under a Rule 10b5-1(c) trading plan. The excerpt provided does not show that this box was checked, and the transaction is described as occurring pursuant to the merger agreement, not as an open-market trade.