Stock-Based Compensation

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

2021 Equity Incentive Plan

Effective January 1, 2026, the number of shares of Class A common stock available for future grants was increased by an additional 28.2 million shares as a result of the annual increase provision allowed under 2021 Equity Incentive Plan, as amended (the “2021 Plan”).

In connection with the Anywhere Merger, the Realogy Holdings Corp. Amended and Restated 2012 Long-Term Incentive Plan (the “Former Anywhere Plan”), the Anywhere Real Estate Inc. Third Amended and Restated 2018 Long-Term Incentive Plan (the “Anywhere Plan”) and the Realogy Holdings Corp. Non-Plan Inducement Stock Option Agreement (the “Inducement Stock Option Agreement”), as well as certain equity awards that were granted and outstanding under the Former Anywhere Plan, the Anywhere Plan and Inducement Stock Option Agreement were assumed by the Company and converted into equity awards in respect of 14.2 million shares of Class A common stock. In addition, 9.8 million shares remaining available for future issuance under the Anywhere Plan were assumed by the Company and added to the number of shares of the Class A common stock available for issuance under 2021 Plan (the “Added Shares”). During the period from January 9, 2026 and March 31, 2026, certain of these Added Shares were issued, and 1.3 million of the Added Shares remain available for issuance as of June 30, 2026.

As of June 30, 2026, there were 76.8 million shares available for future grants under the 2021 Plan, inclusive of the remaining Added Shares.

2021 Employee Stock Purchase Plan

Effective January 1, 2026, the authorized shares increased by 5.5 million shares as a result of the annual increase provision allowed under the 2021 Employee Stock Purchase Plan (the “ESPP”). As of June 30, 2026, 22.8 million shares of Class A common stock remain available for grant under the ESPP. During the six months ended June 30, 2026, the Company issued 0.2 million shares of Class A common stock under the ESPP.

Stock Options

A summary of stock option activity is presented below (in millions, except share and per share amounts):


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2025	28,559,349	$	6.31	3.6	$	130
Replacement awards assumed in connection with the Anywhere Merger	1,875,225	14.84
Exercised	(3,477,561)	4.82
Forfeited	(1,912,108)	13.99
Balance as of June 30, 2026	25,044,905	$	6.57	3.3	$	150
Exercisable and vested at June 30, 2026	24,898,574	$	6.57	3.3	$	149

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $12.33 and $10.57 as of June 30, 2026 and December 31, 2025, respectively.

During the six months ended June 30, 2026 and 2025, the intrinsic value of options exercised was $22 million and $11 million, respectively.

Restricted Stock Units

A summary of RSU activity is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2025	48,620,509	$	7.06
Granted (1)	18,616,688	8.61
Replacement awards assumed in connection with the Anywhere Merger	12,355,843	12.26
Vested and converted to common stock (2)	(26,687,528)	9.41
Forfeited	(3,824,024)	6.79
Balance as of June 30, 2026	49,081,488	$	7.71

(1)Included within the 18.6 million RSUs granted during the six months ended June 30, 2026 are 5.0 million RSUs granted during the second quarter of 2026 resulting from the Company's modification of certain outstanding cash awards held by legacy Anywhere employees. As a result of this modification, $20 million of liabilities were reclassified to Additional paid-in capital on the modification date.

(2)During the six months ended June 30, 2026, the Company net settled certain of the RSUs that vested and converted to common stock through which it withheld an aggregate of 6.6 million shares of Class A common stock to satisfy $79 million of tax withholding obligations on behalf of the Company’s employees.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 is as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Commissions and other related expenses	$	—	$	—	$	1	$	—
Sales and marketing	4		9		9		16
Operations and support	8		10		18		15
Technology and development	13		25		32		38
General and administrative	13		11		25		17
Anywhere merger transaction and integration expenses	3		—		64		—
Total stock-based compensation expense	$	41	$	55	$	149	$	86

As of June 30, 2026, unrecognized stock-based compensation expense totaled $298 million and is expected to be recognized over a weighted-average period of 3.1 years.

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.