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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Anywhere Real Estate Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
75605Y106 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 75605Y106 |
| 1 | Names of Reporting Persons
NOMURA HOLDINGS INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,101,590.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: (1) Shared voting and dispositive power represents (i) 6,779,702 shares of Common Stock beneficially owned by Nomura Global Financial Products, Inc. ("NGFP"), (ii) 21,888 shares of Common Stock beneficially owned by Nomura Securities International, Inc. ("NSI"), and (iii) 300,000 shares of Common Stock underlying call options beneficially owned by NSI that are exercisable within 60 days. NGFP and NSI are wholly owned subsidiaries of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares of Common Stock beneficially owned by NGFP and NSI.
(2) The percent of class is calculated based on 111,805,042 shares of Common Stock outstanding as of March 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 75605Y106 |
| 1 | Names of Reporting Persons
NOMURA GLOBAL FINANCIAL PRODUCTS INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,779,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person: (3) The percent of class is calculated based on 111,805,042 shares of Common Stock outstanding as of March 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Anywhere Real Estate Inc. | |
| (b) | Address of issuer's principal executive offices:
175 Park Avenue, Madison, New Jersey, 07940 | |
| Item 2. | ||
| (a) | Name of person filing:
Nomura Holdings, Inc.
Nomura Global Financial Products, Inc. | |
| (b) | Address or principal business office or, if none, residence:
Nomura Holdings, Inc.:
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
Nomura Global Financial Products, Inc.:
Worldwide Plaza
309 West 49th Street
New York, NY 10019 | |
| (c) | Citizenship:
Nomura Holdings, Inc.:
Japan
Nomura Global Financial Products, Inc.:
Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
75605Y106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Items 5-11 of the cover pages are incorporated by reference. | |
| (b) | Percent of class:
Items 5-11 of the cover pages are incorporated by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Items 5-11 of the cover pages are incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
Items 5-11 of the cover pages are incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Items 5-11 of the cover pages are incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Items 5-11 of the cover pages are incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement
Exhibit B - Subsidiaries |