Better Home & Finance 提交 8-K/A 修订：仅补充新任董事 Bing Gordon 的关联交易披露，无新增实质信息

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2026
Better Home & Finance Holding Company
(Exact name of registrant as specified in its charter)
Delaware
001-40143
93-3029990
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification
Number)
1 World Trade Center
285 Fulton St., 80th Floor Suite A
New York,
NY
10007
(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
Class A common stock, par value $0.0001 per share
BETR
The Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stock at an exercise price of $575
BETRW
The Nasdaq Stock Market LLC
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.
☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K filed on October 6, 2026 (the “Original Report”) is being filed to supplement Item 5.02 with information regarding the newly appointed directors’ interests in transactions required to be disclosed under Item 404(a) of Regulation S-K. Except as supplemented by this amendment, the Original Report remains unchanged.
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Removal of Directors
On September 30, 2026, Vishal Garg and the other participants in his consent solicitation (collectively, the “Garg Group”), delivered to Better Home & Finance Holding Company (the “Company”) written consents (the “Consents”) of stockholders representing a majority of the voting power of the Company’s common stock outstanding as of August 21, 2026 (the “Record Date”). The Consents, in part, removed from the Company’s Board of Directors (the “Board”) without cause each of Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar, effective immediately (the “Removal”).
Resignation of Hugh Frater
On October 1, 2026, Hugh Frater notified the Company of his decision to resign from the Board, effective upon the Removal. Mr. Frater’s decision to resign was the result of the outcome of the consent solicitation conducted by the Garg Group to remove without cause certain other directors from the Board, as further described in this Current Report on Form 8-K. As previously disclosed, Mr. Frater informed the Company on August 27, 2026 of his intention to resign from the Board in the event that Mr. Garg assumes any executive role with the Company, including serving as a director with executive responsibilities. At the time of his resignation, Mr. Frater served as a member of the Audit Committee and the Special Committee of the Board.
Appointment of Directors
On October 5, 2026, Mr. Garg, in his capacity as the sole remaining director of the Company following the Removal and resignation described above, appointed Bing Gordon, Steven Sarracino, Paula Tuffin, the Company’s General Counsel, Chief Compliance Officer and Secretary, and Nicholas Calamari, an employee of the Company, to the Board to fill existing vacancies. None of these individuals have been appointed to any committee of the Board as of the date of this Current Report on Form 8-K. The Company will file an amendment to this Current Report on Form 8-K to disclose any such committee appointments once determined.
Ms. Tuffin and Mr. Calamari will not receive additional compensation for their service on the Board. It is expected that Messrs. Gordon and Sarracino will receive compensation pursuant to the Company’s Director Compensation Policy, as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026.
Messrs. Gordon and Sarracino are each expected to enter into the Company’s standard form of indemnification agreement with the Company. As previously announced in the Garg Group’s September 18, 2026 press release, Messrs. Gordon and Sarracino were candidates who were identified by Mr. Garg and had express their willingness to serve as directors if his consent solicitation was successful.
Ms. Tuffin and Mr. Calamari are parties to indemnification agreements with the Company in its standard form. There are no arrangements or understandings between either of Ms. Tuffin or Mr. Calamari and any other person pursuant to which such individual was selected as a director.
There are no transactions involving Ms. Tuffin, Mr. Calamari or Mr. Sarracino required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Gordon is a party to a consulting agreement with the Company, dated December 8, 2025, pursuant to which he provides advisory services regarding, among other things, product strategy. In connection with his consulting services, on February 11, 2026, the Company granted Mr. Gordon 20,000 restricted stock units with an aggregate grant date fair value of $582,200. The restricted stock units vest quarterly over four years.
Departure of Interim Chief Executive Officer
On October 5, 2026, following the director appointments described above, the Board removed Daniel Lewis as Interim Chief Executive Officer, effective immediately. The Board has commenced a process to identify and appoint a successor Interim Chief Executive Officer.
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 9, 2026
By:
/s/ Paula Tuffin
Name:
Paula Tuffin
Title:
General Counsel, Chief Compliance Officer and Secretary