4//SEC Filing
Reu-Narvaez Tanya 4
Accession 0001398987-26-000036
CIK 0001398987other
Filed
Jan 8, 7:00 PM ET
Accepted
Jan 9, 4:09 PM ET
Size
10.2 KB
Accession
0001398987-26-000036
Insider Transaction Report
Form 4
Reu-Narvaez Tanya
EVP, Chief People Officer
Transactions
- Award
Common Stock, $0.01 par value
2026-01-07+66,577→ 267,077 total - Award
Common Stock, $0.01 par value
2026-01-09+127,403→ 394,480 total - Disposition to Issuer
Common Stock, $0.01 par value
2026-01-09−394,480→ 0 total
Footnotes (5)
- [F1]Represents shares earned under the applicable performance criteria of the 2023 Performance Stock Unit ("PSU") awards, prior to applicable tax withholding (which will be applied following the transactions referred to in the footnotes below).
- [F2]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.
- [F3]Pursuant to the Merger Agreement, each share of Company common stock, par value $0.01 per share ("Company common stock"), 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.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding PSU award was canceled and converted into a restricted stock unit ("RSU") award in respect of Compass Shares covering that number of Compass Shares equal to (i) the number of shares of Company common stock subject to the award (based on performance goals determined in the manner set forth in the Merger Agreement) multiplied by (ii) the Exchange Ratio. The amount reported in this line reflects the number of shares earned under subsection (i) of the prior sentence.
- [F5]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.
Documents
Issuer
Anywhere Real Estate Inc.
CIK 0001398987
Entity typeother
Related Parties
1- filerCIK 0001841632
Filing Metadata
- Form type
- 4
- Filed
- Jan 8, 7:00 PM ET
- Accepted
- Jan 9, 4:09 PM ET
- Size
- 10.2 KB