Better Home & Finance Holding Co 8-K, filed Oct 8, 2026
Better Home & Finance Holding Co (BETR)
8-K
2026-10-08
For: 2026-10-06
View Original
Added on
October 08, 2026
About this 8-K
Better Home & Finance Holding Co filed this 8-K on October 8, 2026, reporting on events of October 6, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
| 285 Fulton St., 80th Floor Suite A | ||||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(415 ) 523-8837
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Effective October 6, 2026, Better Home & Finance Holding Company (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into Amendment No. 1 (the “Amendment”) to that certain Rights Agreement, dated as of August 20, 2026 (the “Rights Agreement”), by and between the Company and the Rights Agent.
The Amendment accelerates the expiration of the rights to purchase shares of the Company’s Class A common stock, Class B common stock and Class C common stock issued pursuant to the Rights Agreement (the “Rights”) from the date of the Company’s 2027 annual meeting of stockholders to the close of business on October 6, 2026. Accordingly, at the close of business on October 6, 2026, all outstanding Rights expired and were no longer exercisable, and the Rights Agreement terminated. No shares of the Company’s Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), were issued or outstanding at the time the Amendment was entered into.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the adoption of the Rights Agreement, on August 20, 2026, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware (the “Secretary of State”) establishing the Preferred Shares issuable upon exercise of the Rights. On October 7, 2026, following the expiration of the Rights and termination of the Rights Agreement, the Company filed a Certificate of Elimination with the Secretary of State eliminating the Preferred Shares and returning the shares designated as Preferred Shares to the status of authorized but unissued and undesignated shares of the Company’s preferred stock.
The foregoing description of the Certificate of Elimination is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |||||||
| 3.1 | ||||||||
| 4.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BETTER HOME & FINANCE HOLDING COMPANY | ||||||||
| Date: October 8, 2026 | By: | /s/ Paula Tuffin | ||||||
| Name: | Paula Tuffin | |||||||
| Title: | General Counsel, Chief Compliance Officer and Secretary | |||||||
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
BETTER HOME & FINANCE HOLDING COMPANY
_________________________________________________________
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
BETTER HOME & FINANCE HOLDING COMPANY
_________________________________________________________
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware
BETTER HOME & FINANCE HOLDING COMPANY (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify:
FIRST: That the following resolutions setting forth the proposed elimination of the Corporation’s Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Junior Participating Preferred Stock”), were duly adopted by the Corporation’s Board of Directors:
RESOLVED, that none of the authorized shares of Series A Junior Participating Preferred Stock are outstanding and none will be issued subject to the certificate of designations previously filed with the Secretary of State of the State of Delaware on August 20, 2026 with respect to such Series A Junior Participating Preferred Stock (the “Series A Junior Certificate of Designations”), and all such previously designated shares shall resume the status as authorized but unissued shares of preferred stock of the Corporation; and it is further
RESOLVED, that any authorized officer of the Corporation, and any person or persons designated and authorized so to act by an authorized officer of the Corporation be, and each of them acting singly hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to prepare, execute, acknowledge and file with the Secretary of State of the State of Delaware a certificate (the “Series A Junior Certificate of Elimination”), eliminating from the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), all matters set forth in the Series A Junior Certificate of Designations, which Series A Junior Certificate of Elimination shall be effective upon filing and shall have the effect of amending the Certificate of Incorporation, in accordance with Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), and the execution by such individuals of such Series A Junior Certificate of Elimination shall conclusively establish their authority therefor from the Corporation and the approval and ratification by the Corporation of such Series A Junior Certificate of Elimination; and be it further.
SECOND: None of the authorized shares of Series A Junior Participating Preferred Stock are outstanding and none will be issued subject to the certificate of designations previously filed with respect to such series.
THIRD: In accordance with the provisions of Section 151(g) of the DGCL, the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to eliminate all references to the Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officer this 6th day of October, 2026.
| BETTER HOME & FINANCE HOLDING COMPANY | |||||||||||
| By | /s/ Paula Tuffin | ||||||||||
Name: | Paula Tuffin | ||||||||||
| Title: | General Counsel, Chief Compliance Officer and Secretary | ||||||||||
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of October 6, 2026 (this “Amendment”), to Rights Agreement, dated as of August 20, 2026 (the “Rights Agreement”), between Better Home & Finance Holding Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
WITNESSETH
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the board of directors of the Company (the “Board”) may from time to time supplement or amend this Rights Agreement without the approval of any holders of Rights;
WHEREAS, the Distribution Date has not occurred as of the date hereof;
WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to amend the Agreement as set forth herein;
WHEREAS, the Board has authorized and approved this Amendment; and
WHEREAS, the parties hereto desire to amend the Rights Agreement to accelerate the Final Expiration Date of the Rights to October 6, 2026.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of “Expiration Date” set forth in Section 1(w) of the Rights Agreement is hereby amended and restated in its entirety as follows:
“Final Expiration Date” means the Close of Business on October 6, 2026.
2. Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3. Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
4. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
5. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect.
6. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
7. This Amendment shall be effective as of the date first written above and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.
8. The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.
9. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
[Signature Page Follows] | ||
2 | ||||||||
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the date first written above.
Better Home & Finance Holding Company
By:__/s/ Paula Tuffin___________________
Name: Paula Tuffin
Title: General Counsel, Chief Compliance Officer and Secretary
Computershare Trust Company, N.A.
By:____/s/ Eugene Leybovich_________________
Name: Eugene Leybovich
Title: SVP, Client Management
[Signature Page to Amendment No. 1 to Rights Agreement]
3 | ||||||||