Better Home & Finance Holding Co 8-K

What Happened

• On February 17, 2026 Better Home & Finance Holding Company (BETR) entered into a Securities Purchase Agreement with Framework Ventures IV L.P. and issued a warrant (the “Warrant”) for $0.01 that can be exercised to purchase up to 211,312 shares of Class A common stock.
• The Warrant has two staged exercisable portions: the first 105,656 shares become exercisable when the purchaser’s beneficial ownership (with attribution parties) exceeds 4.99%; the second 105,656 shares become exercisable after the purchaser buys the first portion and its beneficial ownership exceeds 8.98%. The Warrant expires February 17, 2027.
• The Company also agreed to file registration statements to register the resale of the Warrant Shares (registration to be filed within 60 days after closing and declared effective within 90 days, subject to the agreement’s terms). The Warrant was issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act.

Key Details

• Warrant purchase price: $0.01.
• Total Warrant Shares: 211,312 (two equal tranches of 105,656 shares).
• First exercisable portion exercise price: $27.00 per share.
• Second exercisable portion exercise price: the greater of $27.00 or 90% of the 30‑day VWAP on the date of the second exercisable event.
• Exercisable events based on purchaser beneficial ownership thresholds of 4.99% (first) and 8.98% (second); the unexercised portion of the Warrant is excluded from the ownership calculation for these tests.

Why It Matters

• If the Warrant is exercised in full, up to 211,312 new shares could be issued, which would dilute existing shareholders and increase the company’s outstanding share count.
• The staged exercise and ownership thresholds give Framework Ventures the right to acquire shares only after reaching certain ownership levels, and the registration commitment means those shares should be registered for resale after specified filing and effectiveness deadlines.
• The Warrant and any shares issuable upon exercise are not currently registered and were sold in a private transaction under an exemption from registration.