Nomura Reports 5.95M Shares of HOUS; NGFP Holds 5.63M

Rhea-AI Filing Summary

Nomura Holdings and affiliate report a passive stake in Anywhere Real Estate (HOUS). The filing shows Nomura Holdings, through Nomura Global Financial Products, Inc. (NGFP) and Nomura Securities International, Inc. (NSI), beneficially owns 5,953,281 shares of Anywhere Real Estate common stock, representing 5.3% of the outstanding class based on 111,993,989 shares outstanding as of June 30, 2025. Of the total, NGFP holds 5,631,393 shares and NSI holds 21,888 shares plus 300,000 call-option shares exercisable within 60 days. All reported holdings are shared voting and dispositive power; no sole voting or dispositive power is claimed. The filing includes standard certifications and exhibits identifying subsidiaries and a joint filing agreement.

Positive

• Transparent disclosure of beneficial ownership above the 5% SEC reporting threshold
• Breakout of holdings by subsidiary (NGFP: 5,631,393; NSI: 21,888 plus 300,000 call-option shares)
• Includes options exercisable within 60 days in the ownership calculation, aligning with reporting rules
• Filing certifies passive intent (held in ordinary course of business, not to influence control)

Negative

• No sole voting or dispositive power reported, indicating Nomura does not claim direct control
• Filing does not specify any intent or future plans beyond ordinary-course holding (no additional strategic detail)

Insights

Financial Analyst

TL;DR: Nomura reports a >5% passive stake in HOUS via subsidiaries, using shared voting/dispositive arrangements.

Nomura's aggregated 5.3% position crosses the SEC 5% reporting threshold, triggering Schedule 13G disclosure. The position is held through NGFP and NSI, with 300,000 shares represented by call options exercisable within 60 days, which are properly included in the beneficial ownership calculation. Shared voting/dispositive power indicates the parent does not claim exclusive control, consistent with a passive investor posture claimed under Schedule 13G. The filing cites the issuer's outstanding share count used for percent calculation and attaches exhibits identifying subsidiary filers and a joint filing agreement.

Corporate Governance Expert

TL;DR: Disclosure is complete for a passive investor; absence of sole power reduces control concerns.

The Schedule 13G/A clearly attributes holdings to Nomura Holdings via two wholly owned subsidiaries and confirms shared voting and dispositive authority across 5,953,281 shares. This structure and the explicit certification that the stake is held in the ordinary course of business support the filer’s classification as a passive owner rather than an activist or control-seeking investor. Exhibits A and B provide the expected supporting documentation identifying the joint filing arrangement and subsidiaries. No additional governance actions or intentions are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Anywhere Real Estate Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

75605Y106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 75605Y106

1

Names of Reporting Persons

NOMURA HOLDINGS INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,953,281.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,953,281.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,953,281.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: (1) Shared voting and dispositive power represents (i) 5,631,393 shares of Common Stock beneficially owned by Nomura Global Financial Products, Inc. ("NGFP"), (ii) 21,888 shares of Common Stock beneficially owned by Nomura Securities International, Inc. ("NSI"), and (iii) 300,000 shares of Common Stock underlying call options beneficially owned by NSI that are exercisable within 60 days. NGFP and NSI are wholly owned subsidiaries of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares of Common Stock beneficially owned by NGFP and NSI. (2) The percent of class is calculated based on 111,993,989 shares of Common Stock outstanding as of June 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 8, 2025.

SCHEDULE 13G

CUSIP No. 75605Y106

1

Names of Reporting Persons

NOMURA GLOBAL FINANCIAL PRODUCTS INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,631,393.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,631,393.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,631,393.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5 %

12

Type of Reporting Person (See Instructions)

BD

Comment for Type of Reporting Person: (3) The percent of class is calculated based on 111,993,989 shares of Common Stock outstanding as of June 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 8, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Anywhere Real Estate Inc.
(b)	Address of issuer's principal executive offices: 175 Park Avenue, Madison, New Jersey, 07940
Item 2.
(a)	Name of person filing: Nomura Holdings, Inc. Nomura Global Financial Products, Inc.
(b)	Address or principal business office or, if none, residence: Nomura Holdings, Inc.: 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan Nomura Global Financial Products, Inc.: Worldwide Plaza 309 West 49th Street New York, NY 10019
(c)	Citizenship: Nomura Holdings, Inc.: Japan Nomura Global Financial Products, Inc.: Delaware
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 75605Y106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Items 5-11 of the cover pages are incorporated by reference.
(b)	Percent of class: Items 5-11 of the cover pages are incorporated by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Items 5-11 of the cover pages are incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Items 5-11 of the cover pages are incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Items 5-11 of the cover pages are incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Items 5-11 of the cover pages are incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit B
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NOMURA HOLDINGS INC

Signature:	/s/ Samir Patel
Name/Title:	Samir Patel, Managing Director
Date:	08/14/2025

NOMURA GLOBAL FINANCIAL PRODUCTS INC

Signature:	/s/ Samir Patel
Name/Title:	Samir Patel, Authorized Officer
Date:	08/14/2025

Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Subsidiaries

FAQ

How many Anywhere Real Estate (HOUS) shares does Nomura beneficially own?

Nomura beneficially owns 5,953,281 shares of HOUS common stock as reported in the filing.

What percentage of HOUS does Nomura's position represent?

The filings state this position represents 5.3% of HOUS common stock based on 111,993,989 shares outstanding as of June 30, 2025.

Which Nomura entities hold the HOUS shares and how are they split?

Holdings are held by Nomura Global Financial Products, Inc. (5,631,393 shares) and Nomura Securities International, Inc. (21,888 shares plus 300,000 shares underlying call options exercisable within 60 days).

Does Nomura claim control over Anywhere Real Estate after this filing?

No. The filing reports only shared voting and dispositive power and explicitly certifies the stake is held in the ordinary course of business, not to influence control.

When was the Schedule 13G/A signed?

The filing was signed by Samir Patel on 08/14/2025 for both Nomura Holdings, Inc. and Nomura Global Financial Products, Inc.