Amendment: SEC Form SCHEDULE 13D/A filed by Better Home & Finance Holding Company
$BETR
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Better Home & Finance Holding Company (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Vishal Garg 1 World Trade Center, 285 Fulton Street, 80th Floor, Suite A New York, NY, 10007 415-523-8837 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Vishal Garg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,029,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7, 9 and 11: Includes (1) 118,260 shares of Class A Common Stock directly held by Mr. Garg; and (2) (a) 927,855 shares of Class A Common Stock directly held by Mr. Garg that may be obtained upon the conversion of 927,855 shares of Class B Common Stock, (b) 387,137 currently exercisable options to purchase shares of Class B Common Stock directly held by Mr. Garg; (3) 130,455 shares of Class A Common Stock that may be obtained upon the conversion of 130,455 shares of Class B Common Stock held by 1/0 Real Estate, LLC, which is wholly-owned by 1/0 Holdco, LLC. Mr. Garg is the controlling member of 1/0 Holdco, LLC. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by 1/0 Real Estate, LLC, for which Mr. Garg disclaims beneficial ownership except to the extent of his pecuniary interest therein; and (4) 465,517 shares of Class A Common Stock that may be obtained upon the conversion of 465,517 shares of Class B Common Stock held by The 718 4Ever Trust I. Mr. Garg is the investment adviser of the trust, and members of Mr. Garg's immediate family are the sole beneficiaries of the trust. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by the trust for which Mr. Garg disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Note to Row 13: Calculated based upon 13,086,244 shares of Class A Common Stock outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
1/0 Real Estate, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,455.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7, 9 and 11: Includes 130,455 shares of Class A Common Stock that may be obtained upon the conversion of 130,455 shares of Class B Common Stock held by 1/0 Real Estate, LLC, which is wholly-owned by 1/0 Holdco, LLC. Mr. Garg is the controlling member of 1/0 Holdco, LLC. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by 1/0 Real Estate, LLC, for which Mr. Garg disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Note to Row 13: Calculated based upon 13,086,244 shares of Class A Common Stock outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
1/0 Real Estate, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,455.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7, 9 and 11: Includes 130,455 shares of Class A Common Stock that may be obtained upon the conversion of 130,455 shares of Class B Common Stock held by 1/0 Real Estate, LLC, which is wholly-owned by 1/0 Holdco, LLC. Mr. Garg is the controlling member of 1/0 Holdco, LLC. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by 1/0 Real Estate, LLC, for which Mr. Garg disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Note to Row 13: Calculated based upon 13,086,244 shares of Class A Common Stock outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
The 718 4Ever Trust I | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
465,517.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7, 9 and 11: Includes 465,517 shares of Class A Common Stock that may be obtained upon the conversion of 465,517 shares of Class B Common Stock held by The 718 4Ever Trust I. Mr. Garg is the investment adviser of the trust, and members of Mr. Garg's immediate family are the sole beneficiaries of the trust. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by the trust for which Mr. Garg disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Note to Row 13: Calculated based upon 13,086,244 shares of Class A Common Stock outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Better Home & Finance Holding Company | |
| (c) | Address of Issuer's Principal Executive Offices:
1 World Trade Center, 285 Fulton Street, 80th Floor, Suite A, New York,
NEW YORK
, 10007. | |
Item 1 Comment:
This Amendment No.3 ("Amendment No. 3") amends and supplements the Schedule 13D filed on September 7, 2021 (the "Original Schedule 13D", together with Amendment No. 1, Amendment No. 2 and Amendment No. 3, the "Schedule 13D") relating to shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Better Home & Finance Holding Company, a Delaware corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4 under the heading "10b5-1 Trading Plan":
On May 21, 2026, Mr. Garg terminated the Garg 2025 Trading Plan. On May 28, 2026, Mr. Garg entered into a new trading plan (the "Garg 2026 Trading Plan") intended to satisfy the affirmative defense condition of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the Garg 2026 Trading Plan, a broker dealer may make periodic purchases of up to an aggregate of $1.625 million of shares of Class A Common Stock on behalf of Mr. Garg.
The description of the Garg 2026 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the Garg 2026 Trading Plan. The Garg 2026 Trading Plan was entered into with the same broker dealer and on substantially the same form as the Garg 2025 Trading Plan, previously filed as Exhibit 17 to the Schedule 13D, which form is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Each of Item 5(a) and 5(b) is hereby amended, restated and supplemented in its entirety with the following information:
As previously disclosed by the Issuer, on April 9, 2026, the Issuer consummated an underwritten public offering (the "Offering") of 2,156,250 shares of its Class A Common Stock. As a result of the Offering, Mr. Garg's beneficial ownership decreased by approximately 2.5%, due to the increase in the number of outstanding shares of Class A Common Stock resulting from the Offering.
Mr. Garg has beneficial ownership of (a) 118,260 shares of Class A Common Stock, (b) 387,137 currently exercisable options to purchase shares of Class B Common Stock, and (c) 1,523,827 shares of Class B Common Stock, which may be converted into the same number of shares of Class A Common Stock, representing beneficial ownership of 13.5% of outstanding Class A Common Stock, based on 13,086,244 shares of Class A Common Stock outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026.
1/0 Real Estate, LLC has beneficial ownership of 130,455 shares of Class B Common Stock, which may be converted into the same number of shares of Class A Common Stock, representing beneficial ownership of 1.0% of the outstanding Class A Common Stock as of May 1, 2026.
1/0 Real Estate, LLC is wholly-owned by 1/0 Holdco, LLC. As a result, 1/0 Holdco, LLC has beneficial ownership of the Class A Common Stock described in the immediately preceding paragraph. Mr. Garg is the controlling member of 1/0 Holdco, LLC.
The 718 4Ever Trust I has beneficial ownership of 465,517 shares of Class B Common Stock, which may be converted into the same number of shares of Class A Common Stock, representing beneficial ownership of 3.4% of outstanding Class A Common Stock. The percentage of the Class A Common Stock and the aggregate outstanding Common Stock is based upon the share information described in the second paragraph under Item 5.
Mr. Garg has the sole power to dispose or direct the disposition of all shares of Class A Common Stock and Class B Common Stock beneficially owned. | |
| (b) | The information set forth in Item 5 (a) is hereby incorporated by reference to this Item 5(b), as applicable. | |
| (c) | In the past 60 days, Mr. Garg made the following purchases of shares of Class A Common Stock in the open market pursuant to the Garg 2025 Trading Plan: (1) 6,583 shares in multiple transactions at a weitghted average price of $29.9992 per share on May 7, 2026; (2) 15,600 shares in multiple transactions at a weighted average price of $24.8710 per share on May 18, 2026; (3) 15,600 shares in multiple transactions at a weighted average price of $24.9996 per share on May 20, 2026; and (4) 15,600 shares in multiple transactions at a weighted average price of $24.8927 per share on May 21, 2026. In addition to the foregoing, Mr. Garg also purchased 10,000 shares of Class A Common Stock in the open market in multiple transactions at a weighted average price of $35.0519 per share on April 8, 2026.
Other than as described above or otherwise in this Amendment No. 3, there were no other transactions effected in Common Stock during the past 60 days by Mr. Garg. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 6 under the heading "Garg 2025 Trading Plan":
As disclosed in Item 4 of Amendment No. 3, the Garg 2025 Trading Plan was terminated on May 21, 2026.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
Garg 2026 Trading Plan
Item 4 above summarizes certain provisions of the Garg 2026 Trading Plan and is incorporated herein by reference. The Garg 2026 Trading Plan was entered into with the same broker dealer and on substantially the same form as the Garg 2025 Trading Plan, previously filed as Exhibit 17 to the Schedule 13D.
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| 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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