Nicholas Calamari Form 4 — 38,000 RSUs, 07/01 and 08/01 Transactions
Rhea-AI Filing Summary
Form 4 — Nicholas J. Calamari (Better Home & Finance Holding Co, ticker per filing BETR)
Reporting person reported grant and vesting activity and open-market dispositions between 05/28/2025 and 08/01/2025. On 05/28/2025 38,000 restricted stock units (Class A) were recorded. Vesting schedule: 3/12 on July 1, 2025; 8/12 monthly Aug 1, 2025–Mar 1, 2026; 1/12 on Mar 15, 2026. Additional RSU-related vesting/acquisitions: 9,500 Class A RSUs vesting on 07/01/2025 and 3,166 Class A RSUs vesting on 08/01/2025.
The filing discloses dispositions: 3,829 Class A shares sold on 07/01/2025 at $12.48 and 1,276 Class A shares sold on 08/01/2025 at $13.35. The report also shows Class B Common Stock (convertible one-for-one to Class A) and related restricted stock units, including indirect holdings of 24,458 Class B shares by the Nicholas J. Calamari Family Trust and 24,458 Class B shares by the Anika G Austin Descendants Trust. The filing notes the liquidity-based vesting criterion was satisfied on Aug 22, 2023.
Positive
- 38,000 Class A RSU grant documented, increasing alignment of executive incentives with shareholders
- Vesting schedule and liquidity-based vesting satisfied (Aug 22, 2023), clarifying conditions for RSU realization
- Detailed disclosure of indirect trust holdings (24,458 Class B each), improving transparency about control/ownership
Negative
- Open-market dispositions reported: 3,829 Class A shares sold on 07/01/2025 at $12.48 and 1,276 Class A shares sold on 08/01/2025 at $13.35, which may be interpreted negatively by some investors
Insights
TL;DR Insider reported RSU grants and scheduled vesting plus modest open-market sales at $12.48 and $13.35; routine compensation and liquidity actions.
The filing documents a 05/28/2025 grant of 38,000 Class A RSUs with a clear vesting timetable spanning July 2025–March 2026, and subsequent vesting-related acquisitions of 9,500 shares on 07/01/2025 and 3,166 shares on 08/01/2025. Reported dispositions include sales of 3,829 shares on 07/01/2025 at $12.48 and 1,276 shares on 08/01/2025 at $13.35. These transactions appear consistent with compensation vesting and partial liquidity actions rather than operational developments. Investors should note the convertible Class B holdings and trust ownership disclosed.
TL;DR Form 4 shows standard executive equity vesting, conversions and trust-held Class B shares; disclosures align with plan terms and prior grant conditions.
The report confirms RSU time- and liquidity-based vesting provisions were applied, including satisfaction of liquidity-based criteria on Aug 22, 2023. It discloses indirect trust ownership (24,458 Class B shares each) and describes automatic conversion mechanics for Class B shares. The filing includes both acquisitions via vesting and small open-market dispositions at stated prices, all documented under Section 16 reporting requirements. From a governance perspective, disclosures are specific and complete per the form.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units (Class A) | 3,166 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 638 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock | 258 | $13.35 | $3K |
| Exercise | Restricted Stock Units (Class B) | 638 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 3,166 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 1,276 | $13.35 | $17K |
| Exercise | Restricted Stock Units (Class A) | 9,500 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 636 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock | 257 | $12.48 | $3K |
| Exercise | Restricted Stock Units (Class B) | 636 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 9,500 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 3,829 | $12.48 | $48K |
| Grant/Award | Restricted Stock Units (Class A) | 38,000 | $0.00 | $0.00 |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (5)
- F1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F2. The restricted stock units will vest with respect to (i) 3/12ths of such restricted stock units on July 1, 2025, (ii) 8/12ths of such restricted stock units in equal monthly installments beginning on August 1, 2025 through March 1, 2026, and (iii) the remaining 1/12th of such restricted stock units on March 15, 2026.
- F3. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuers amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Betters founder.
- F4. Each restricted stock unit represents a contingent right to receive one share of the Issuers Class B Common Stock.
- F5. The restricted stock units were granted on October 1, 2022, and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, the Reporting Person was vested in 14/48ths of the restricted stock units on the grant date and the remaining restricted stock units will vest in equal 1/48ths of the restricted stock units on the first business day of each month such that the restricted stock units will be fully vested as of August 1, 2025, subject to the Reporting Persons continued employment. The liquidity-based criteria was satisfied on August 22, 2023 upon the consummation of the business combination between the Issuer (f/k/a Aurora Acquisition Corp), Aurora Merger Sub I, Inc. and Better HoldCo, Inc.
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