Form 4: Anywhere Real Estate CEO's Holdings Shift Post-Compass Merger

Ryan M. Schneider's beneficial ownership in Anywhere Real Estate Inc. changed significantly following its merger with Compass, Inc., converting company stock and equity awards into Compass shares.

Summary

• Ryan M. Schneider, CEO and President of Anywhere Real Estate Inc., reported changes in his beneficial ownership.
• On January 7, 2026, 819,399 shares of Anywhere Real Estate Inc. Common Stock were earned by Schneider under 2023 Performance Stock Unit (PSU) awards.
• On January 9, 2026, Anywhere Real Estate Inc. merged with Velocity Merger Sub, Inc., a wholly-owned subsidiary of Compass, Inc., with Anywhere Real Estate Inc. surviving as a wholly-owned subsidiary of Compass.
• Pursuant to the merger agreement, each share of Anywhere Real Estate Inc. common stock was converted into the right to receive 1.436 fully paid and nonassessable shares of Compass Class A common stock.
• Outstanding PSU awards were canceled and converted into Restricted Stock Unit (RSU) awards in respect of Compass Shares, covering a number of Compass Shares equal to the number of Company common stock shares subject to the award (based on performance goals) multiplied by the 1.436 Exchange Ratio. This resulted in an equivalent of 2,548,018 shares of Company common stock for RSU conversion.
• All outstanding RSU awards were also canceled and converted into RSU awards in respect of Compass Shares, based on the number of Company common stock shares multiplied by the 1.436 Exchange Ratio.
• Following these transactions, Schneider's direct beneficial ownership in Anywhere Real Estate Inc. common stock became 0 shares, as all holdings were converted into Compass shares or Compass RSUs.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions resulting from a merger, which is a neutral event in itself for the reporting person, though the merger itself has strategic implications.

Positives

• The completion of the merger with Compass, Inc. provides a clear path forward for Anywhere Real Estate Inc. as a wholly-owned subsidiary.
• Ryan M. Schneider's equity awards (PSUs and RSUs) were converted into Compass, Inc. restricted stock units, maintaining his equity interest in the combined entity.

Negatives

• Anywhere Real Estate Inc. common stock is no longer publicly traded, as it became a wholly-owned subsidiary of Compass, Inc.
• Existing shareholders of Anywhere Real Estate Inc. no longer hold direct equity in the company but have received Compass, Inc. shares.

Future Outlook

The filing does not provide a future outlook beyond the immediate effect of the merger on shareholdings.

Industry Context

This announcement signifies a consolidation within the real estate brokerage industry, with Compass, Inc. expanding its market presence by acquiring Anywhere Real Estate Inc. This could lead to increased competition or market share shifts among major players like eXp World Holdings, Redfin, and Zillow Group.

Comparison to Industry Standards

• The conversion of equity awards (PSUs/RSUs) into the acquiring company's equity is a standard practice in mergers and acquisitions to align management incentives with the new combined entity.
• The use of an exchange ratio (1.436 Compass shares per Anywhere share) is a common method for structuring stock-for-stock mergers, similar to other large-scale industry consolidations.

Stakeholder Impact

• Shareholders of Anywhere Real Estate Inc. had their common stock converted into Compass, Inc. Class A common stock, impacting their direct ownership in Anywhere Real Estate Inc.
• Employees holding equity awards, such as Ryan M. Schneider, had their PSUs and RSUs converted into Compass, Inc. Restricted Stock Unit awards, aligning their incentives with the acquiring company.

Key Dates

Keywords

Anywhere Real Estate, HOUS, Compass, Merger, Form 4, Insider Transaction, Stock Conversion, Equity Awards, PSU, RSU, Ryan Schneider, Real Estate Brokerage