SCHEDULE: CEO Vishal Garg Boosts Stake in Better Home & Finance

Vishal Garg, CEO of Better Home & Finance, increased his beneficial ownership to 16.0% and established a Rule 10b5-1 trading plan to purchase up to $5.45 million in Class A Common Stock.

Summary

• This Amendment No. 2 updates the Schedule 13D for Better Home & Finance Holding Company, reflecting a 1-for-50 reverse stock split effected on August 16, 2024.
• Vishal Garg's beneficial ownership now totals 1,927,619 shares of Class A Common Stock, representing 16.0% of the outstanding Class A Common Stock as of December 10, 2025.
• His beneficial ownership includes 11,321 direct Class A shares, 6,334 Class A shares underlying RSUs vesting within 60 days, 386,137 exercisable options for Class B Common Stock, and 1,523,827 shares of Class B Common Stock convertible to Class A.
• Additionally, Mr. Garg is deemed to have voting and dispositive power over 130,455 shares held by 1/0 Real Estate, LLC (1.3% of outstanding Class A) and 465,517 shares held by The 718 4Ever Trust I (4.4% of outstanding Class A).
• On December 22, 2025, Vishal Garg entered into a Rule 10b5-1 trading plan (the "Garg 2025 Trading Plan") to periodically purchase up to an aggregate of $5.45 million of Class A Common Stock.
• The plan is intended to satisfy the affirmative defense condition of Rule 10b5-1 under the Securities Exchange Act of 1934.
• On November 1, 2025, Mr. Garg received 3,166 shares from vested RSUs, with 1,751 shares withheld for tax obligations.
• On December 1, 2025, Mr. Garg received 3,167 shares from vested RSUs, with 1,752 shares withheld for tax obligations.
• The total outstanding Class A Common Stock as of December 10, 2025, is 10,125,100 shares.

Sentiment

Score: 6

Explanation: The establishment of a 10b5-1 plan for insider *purchases* by the CEO is generally a positive signal of confidence. However, the context of a recent 1-for-50 reverse stock split suggests underlying challenges for the company, tempering overall sentiment.

Positives

• Vishal Garg, a key insider and controlling member, is establishing a Rule 10b5-1 plan to purchase up to $5.45 million of Class A Common Stock, signaling confidence in the company's future.
• The establishment of a structured trading plan enhances transparency regarding insider stock acquisition activities.

Negatives

• The company effected a 1-for-50 reverse stock split on August 16, 2024, which often indicates a low stock price and efforts to meet listing requirements, potentially reflecting past underperformance.
• Shares were withheld from RSU vesting for tax obligations on two occasions (1,751 shares on November 1, 2025, and 1,752 shares on December 1, 2025), reducing the net shares received by Mr. Garg from these specific vestings.

Risks

• JPMS, the broker-dealer, may not be able to effect a purchase due to market disruptions, legal, regulatory, or contractual restrictions, or internal policies applicable to JPMS.
• If a purchase cannot be executed as required, it will be cancelled and not carried over, meaning the full intended purchase amount may not be achieved.
• The Purchaser (Vishal Garg) is solely responsible for making all required filings and monitoring compliance with Sections 13(d), 13(g), and 16 of the Exchange Act, as well as any applicable State or Foreign Regulations.
• The Purchase Plan may be suspended or terminated by the Issuer or Purchaser, or automatically if certain conditions occur, such as a delisting from the Exchange, a tender offer, or the Purchaser's bankruptcy or insolvency.
• There is no assurance that limit orders will be executed in whole or in part, as JPMS handles orders on a best efforts basis.

Future Outlook

Vishal Garg has established a Rule 10b5-1 trading plan to make periodic purchases of up to $5.45 million of Class A Common Stock, indicating a planned future increase in his holdings. The plan is designed to comply with SEC regulations for insider trading, providing a structured approach for these future acquisitions.

Industry Context

The establishment of a Rule 10b5-1 plan by a CEO to purchase shares can be interpreted as a positive signal of management confidence, particularly in sectors like mortgage and finance that may be sensitive to economic shifts. However, the recent 1-for-50 reverse stock split suggests the company has faced significant challenges, potentially reflecting broader industry pressures or specific company performance issues that led to a depressed stock price.

Corporate Governance

Related Party Transactions

• Vishal Garg is the controlling member of 1/0 Holdco, LLC, which wholly-owns 1/0 Real Estate, LLC. Shares held by 1/0 Real Estate, LLC are attributed to Mr. Garg's beneficial ownership.
• Vishal Garg is the investment adviser of The 718 4Ever Trust I, whose beneficiaries are members of his immediate family. Shares held by the trust are attributed to Mr. Garg's beneficial ownership.

Stakeholder Impact

• Shareholders: The establishment of a 10b5-1 plan for purchases by the CEO could be viewed positively, signaling management's belief in the company's future value. However, the recent 1-for-50 reverse stock split may concern some shareholders regarding the company's past performance and stock liquidity.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers: No direct impact on customers is mentioned in this filing.
• Suppliers: No direct impact on suppliers is mentioned in this filing.
• Creditors: No direct impact on creditors is mentioned in this filing.

Next Steps

• JPMS will effect periodic purchases of Class A Common Stock on behalf of Mr. Garg under the Garg 2025 Trading Plan.
• Purchaser (Mr. Garg) will be notified of all transactions via customary trade confirmations.
• JPMS will notify the Issuer and Purchaser via email of each transaction no later than one Trading Day after the trading date.

Key Dates

Recommendation

While the CEO's planned stock purchases through a 10b5-1 plan signal confidence, the recent 1-for-50 reverse stock split indicates significant past challenges and a need to improve the stock price. Investors should hold to observe the impact of the insider buying and the company's operational performance post-split before making further investment decisions.

Keywords

Better Home & Finance Holding Company, Vishal Garg, Schedule 13D, Beneficial Ownership, Class A Common Stock, Rule 10b5-1 Trading Plan, Insider Buying, Reverse Stock Split, SEC Filing, Corporate Governance