Form 4: Anywhere Real Estate CEO's Shares Convert Post-Merger

Donald J. Casey's beneficial ownership in Anywhere Real Estate Inc. changed significantly following its merger with Compass, Inc., converting into Compass shares.

Summary

• Donald J. Casey, President/CEO of AIS, reported changes in beneficial ownership of Anywhere Real Estate Inc. common stock.
• On January 7, 2026, Casey acquired 110,961 shares from 2023 Performance Stock Unit (PSU) awards, prior to applicable tax withholding.
• 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 Anywhere Real Estate Inc. common share was converted into the right to receive 1.436 fully paid and nonassessable shares of Compass Class A common stock.
• Casey's outstanding PSU awards were canceled and converted into Restricted Stock Unit (RSU) awards in respect of Compass shares, reflecting 254,804 shares earned based on performance goals and the exchange ratio.
• Casey disposed of 951,588 shares of Anywhere Real Estate Inc. common stock due to the merger conversion.
• Following these transactions, Casey's direct beneficial ownership of Anywhere Real Estate Inc. common stock is 0 shares.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's share transactions following a completed merger, providing no explicit positive or negative performance indicators for the company itself.

Positives

• Completion of the merger between Anywhere Real Estate Inc. and Compass, Inc., providing Anywhere shareholders with Compass shares.
• Conversion of executive performance-based awards (PSUs) into Compass RSUs, maintaining incentive alignment with the new parent company.

Negatives

• Anywhere Real Estate Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Compass, Inc.

Future Outlook

Outstanding PSU and RSU awards held by Donald J. Casey were converted into RSU awards in respect of Compass Shares, aligning future incentives with the new parent company.

Industry Context

The completion of the merger between Anywhere Real Estate Inc. and Compass, Inc. signifies further consolidation within the competitive U.S. real estate brokerage industry. This move allows Compass to expand its market presence and potentially leverage Anywhere's assets and agent network, while Anywhere's shareholders now hold equity in a larger, combined entity.

Related Party Transactions

• The merger itself is a significant transaction involving the company and another entity, impacting all shareholders and executives with equity awards.

Stakeholder Impact

• Shareholders: Anywhere Real Estate Inc. shareholders received Compass Class A common stock, converting their ownership in the acquired entity to the acquiring entity.
• Employees (with equity awards): Donald J. Casey, as an executive, had his performance and restricted stock units converted into Compass RSUs, maintaining his equity interest and incentive alignment with the new parent company.
• Company (Anywhere Real Estate Inc.): Ceased to be an independent public company, becoming a wholly-owned subsidiary of Compass, Inc.

Next Steps

• The converted RSU awards in respect of Compass Shares will vest according to their new terms.

Key Dates

Keywords

Anywhere Real Estate Inc., HOUS, Compass Inc., Merger, Form 4, Insider Transaction, Donald J. Casey, Beneficial Ownership, PSU, RSU, Stock Conversion, Real Estate