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. 2)
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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) |
08774B508 (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) |
12/22/2025 (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. | 08774B508 |
| 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
1,927,619.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7, 9 and 11: Includes (1) (a) 11,321 shares of Class A Common Stock and (b) 6,334 shares of Class A Common Stock underlying the same number of restricted stocks units ("RSUs") that will vest within 60 days, directly held by Mr. Garg; (2) (a) 927,855 shares of Class A Common Stock that may be obtained upon the conversion of 927,855 shares of Class B Common Stock, and (b) 387,137 currently exercisable options to purchase shares of Class B Common Stock directly held by Mr. Garg. Class B Common Stock, which is not registered under the Exchange Act, is convertible into Class A Common Stock on a share-for-share basis; (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 10,125,100 shares of Class A Common Stock, outstanding as of December 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 08774B508 |
| 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)
1.3 % | ||||||||
| 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 10,125,100 shares of Class A Common Stock, outstanding as of December 10, 2025
SCHEDULE 13D
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| CUSIP No. | 08774B508 |
| 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)
1.3 % | ||||||||
| 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 10,125,100 shares of Class A Common Stock, outstanding as of December 10, 2025
SCHEDULE 13D
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| CUSIP No. | 08774B508 |
| 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)
4.4 % | ||||||||
| 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 10,125,100 shares of Class A Common Stock, outstanding as of December 10, 2025
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. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed on September 7, 2021 (the "Original Schedule 13D", together with Amendment No. 1 and Amendment No. 2, 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"). On August 16, 2024, the Issuer effected a 1-for-50 reverse stock split (the "Reverse Stock Split") of its Common Stock resulting in every 50 shares of Common Stock being converted into one share of Common Stock. The share counts and percentages herein have been adjusted to reflect the Reverse Stock Split. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2 of the Schedule 13D is hereby amended and supplemented by deleting the second sentence of the second paragraph, which disclosed the principal business address of Mr. Garg, and replacing such sentence with the following:
The principal business address of Mr. Garg is 1 World Trade Center, 80th Floor, Suite A, New York, New York 10007. | |
| 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:
10b5-1 Trading Plan
On December 22, 2025, Vishal Garg entered into a trading plan (the "Garg 2025 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 2025 Trading Plan, a broker dealer may make periodic purchases of up to an aggregate of $5.45 million of shares of Class A Common Stock on behalf of Mr. Garg.
This description of the Garg 2025 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the Garg 2025 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and 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:
Mr. Garg has beneficial ownership of (a) 11,321 shares of Class A Common Stock, (b) 6,334 shares of Class A Common Stock underlying an equivalent number of restricted stocks units ("RSUs") that will vest within 60 days, (c) 386,137 currently exercisable options to purchase shares of Class B Common Stock, and (d) 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 16.0% of outstanding Class A Common Stock, based on 10,125,100 shares of Class A Common Stock outstanding as of December 10, 2025.
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 1.3% of the outstanding Class A Common Stock as of December 10, 2025.
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 4.4% 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 first 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 as of December 10, 2025. | |
| (b) | The information set forth in Item 5 (a) is hereby incorporated by reference to this Item 5(b), as applicable. | |
| (c) | On November 1, 2025, Mr. Garg received 3,166 shares of Class A Common Stock underlying RSUs that vested on November 1, 2025, and the Issuer withheld 1,751 shares to pay for tax withholding obligations. On December 1, 2025, Mr. Garg received 3,167 shares of Class A Common Stock underlying RSUs that vested on December 1, 2025, and the Issuer withheld 1,752 shares to pay for tax withholding obligations.
Other than as described above or otherwise in this Amendment No. 2, 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 as follows:
Garg 2025 Trading Plan
Item 4 above summarizes certain provisions of the Garg 2025 Trading Plan and is incorporated herein by reference. The Form of the Garg 2025 Trading Plan is attached as Exhibit 17 and is incorporated herein by reference.
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. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 17 - Form of Garg 2025 Trading Plan | ||
| 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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