Form 4: Anywhere Real Estate CFO's Shares Convert in Compass Merger

Anywhere Real Estate Inc.'s EVP & CFO, Charlotte C. Simonelli, reported the conversion of her company shares into Compass, Inc. stock following a merger.

Summary

• Charlotte C. Simonelli, EVP & Chief Financial Officer of Anywhere Real Estate Inc., reported changes in her beneficial ownership.
• On January 7, 2026, 166,440 shares of Common Stock were acquired from earned 2023 Performance Stock Unit (PSU) awards, prior to tax withholding, bringing total beneficial ownership to 900,927 shares.
• 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, an additional 359,586 shares were acquired on January 9, 2026, representing the conversion of PSU awards into restricted stock units (RSUs) in respect of Compass Shares, based on performance goals and the merger's exchange ratio, increasing total beneficial ownership to 1,260,513 shares.
• Immediately following, all 1,260,513 shares of Anywhere Real Estate Inc. common stock beneficially owned were disposed of as they were converted into the right to receive 1.436 shares of Compass Class A common stock per Anywhere share.
• Outstanding PSU and RSU awards were canceled and converted into RSU awards in respect of Compass Shares, adjusted by the 1.436 exchange ratio.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a pre-announced merger and the conversion of executive compensation, indicating a smooth transition and achievement of performance goals. While it marks the end of Anywhere Real Estate as an independent public entity, the terms were previously agreed upon, suggesting a planned strategic move rather than an unexpected negative event.

Positives

• The merger indicates a strategic move for Anywhere Real Estate Inc., becoming a wholly owned subsidiary of Compass, Inc., potentially leveraging Compass's resources and market position.
• Shareholders of Anywhere Real Estate Inc. received a fixed exchange ratio of 1.436 shares of Compass Class A common stock for each Anywhere share, providing a clear and defined valuation for their holdings.
• Performance Stock Unit (PSU) awards were earned and converted, indicating successful achievement of performance criteria for the reporting person prior to the merger.

Negatives

• Anywhere Real Estate Inc. common stock is no longer publicly traded, as it is now a wholly owned subsidiary of Compass, Inc., meaning existing shareholders no longer hold direct equity in Anywhere.
• The reporting person's direct beneficial ownership of Anywhere Real Estate Inc. common stock is now zero following the merger, reflecting the cessation of Anywhere's independent public trading status.

Future Outlook

The filing details the completion of a merger where Anywhere Real Estate Inc. became a wholly owned subsidiary of Compass, Inc., indicating a strategic consolidation within the real estate brokerage industry. Future performance of former Anywhere shareholders will now be tied to Compass, Inc.'s stock performance.

Industry Context

This merger represents a significant consolidation in the U.S. residential real estate brokerage sector, with Compass, Inc. expanding its market presence by acquiring Anywhere Real Estate Inc. This trend of consolidation is common in mature industries seeking economies of scale and market share, potentially leading to increased competition among the remaining larger players.

Comparison to Industry Standards

• The exchange ratio of 1.436 Compass shares for each Anywhere share is a specific term of this merger. Without the full merger agreement or market data at the time of the announcement (September 22, 2025), it is difficult to assess if this ratio is 'better' or 'worse' than typical industry acquisition premiums.
• Such fixed exchange ratios are standard in stock-for-stock mergers, similar to other large real estate industry consolidations like Zillow's acquisition of Trulia or Realogy's (now Anywhere Real Estate) past acquisitions.

Stakeholder Impact

• Shareholders (Anywhere Real Estate Inc.): Their shares have been converted into Compass, Inc. stock, meaning their investment is now tied to Compass's performance.
• Employees (Anywhere Real Estate Inc.): Equity awards (PSUs, RSUs) have been converted into Compass RSUs, maintaining their incentive structure within the new parent company.
• Management (Anywhere Real Estate Inc.): The reporting person, as EVP & CFO, has had her equity converted, aligning her interests with Compass.

Next Steps

• Former Anywhere Real Estate Inc. shareholders will now hold Compass, Inc. Class A common stock.
• Outstanding PSU and RSU awards for Anywhere Real Estate Inc. employees have been converted into RSU awards in respect of Compass Shares, subject to their original vesting schedules.

Key Dates

Keywords

Anywhere Real Estate Inc., Compass Inc., Merger, Form 4, Beneficial Ownership, Charlotte C. Simonelli, EVP & CFO, Stock Conversion, PSU, RSU, Real Estate, Acquisition