Item 5. Other Information
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
Departure of Director
On August 7, 2025, Steven Sarracino resigned from the Board of Directors (the “Board”) of the Company, effective August 14, 2025. Mr. Sarracino’s resignation from the Board was not a result of any disagreement on a matter related to the Company’s operations, policies or practices. The Company thanks Mr. Sarracino for his commitment and service to the Board.
(b) None.
(c) Insider trading arrangements and policies.
Other than as described below, during the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. However, certain of our directors or officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements.
On June 5, 2025 , Nicholas Calamari , the Company’s Chief Administrative Officer , entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2025 Calamari Trading Arrangement”). The 2025 Calamari Trading Arrangement provides for the sale of up to 34,837 shares of the Company’s Class A common stock with a plan end date of February 4, 2026 .
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Item 6. Exhibits.
Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
4.1 I nden t ure , dated as of April 28, 20 25, bet ween the Company and GLAS Trust Company LLC
8-K 4.1 April 28, 2025
10.1 S ecur ity Agreement, dated as of April 28, 2 025, between the Company , as issuer, sub sidi aries of the C ompany , as guarantors, and G LAS Trust C ompany, LLC, as Collateral Agent
8-K 10.1 April 28, 2025
10.2 Termination Agreement, dated as of April 28, 2025, between Vishal Garg and SB Northstar L.P.
8-K 10.2 April 28, 2025
10.3# N ote Exchange Agreement, dated April 12, 2025, bet ween the Company and SB Northstar L. P.
8-K 10.1 April 14, 2025
10.4* Director Compensation Policy
31.1* Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2* Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained Exhibit 101)
__________________
* Filed herewith.
** Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Exchange Act.
# Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
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SIGNATURES
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, thereunto duly authorized.
BETTER HOME & FINANCE HOLDING COMPANY
Date: August 13, 2025 By: /s/ Kevin Ryan
Name: Kevin Ryan
Title: Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.