Opening the filing
8-K
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. (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.
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.