Better Home & Finance Holding Co

DEF 14A 1 definitiveproxystatement.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

Better Home & Finance Holding Company

(Name of Registrant as Specified in Its Charter)

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Notice of 2024 Annual Meeting of Stockholders

and Proxy Statement

Dear Fellow Stockholders,

On behalf of the Board of Directors of Better Home & Finance Holding Company, I am pleased to invite you to attend the 2024 annual meeting of stockholders of Better Home & Finance Holding Company (the "2024 Annual Meeting"), to be held on Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time. Our 2024 Annual Meeting will be a ‘‘virtual meeting’’ conducted exclusively online via the Internet atwww.virtualshareholdermeeting.com/BETR2024.

The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the 2024 Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the 2024 Annual Meeting are more fully described in the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important. Whether you plan to attend and participate in the 2024 Annual Meeting, please be sure to vote. Voting instructions can be found on page 39 of the Proxy Statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Better Home & Finance.

Sincerely,

Harit Talwar

Chairman of the Board of Directors

Notice of 2024 Annual Meeting of Stockholders

The board of directors (the "Board") of Better Home & Finance Holding Company ("we", "us", "our", "Better", "Better Home & Finance" or the "Company") is soliciting proxies to be used at the 2024 annual meeting of stockholders (the "2024 Annual Meeting") to be held on the following date, at the following time and to be conducted in a "virtual meeting" format exclusively online, and with the following record date:

Time and Date: Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time

Internet Link: www.virtualshareholdermeeting.com/BETR2024

Record Date: April 8, 2024

Stockholders will be able to examine a list of stockholders entitled to vote at the 2024 Annual Meeting on the virtual meeting website during the meeting or at our offices at 3 World Trade Center, 175 Greenwich Street, New York, New York 10007 during ordinary business hours for a period of 10 days prior to the 2024 Annual Meeting for any purpose germane to the meeting. The following proposals will be voted on during the 2024 Annual Meeting:

Who Can Vote

Only holders of record of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock”), at the close of business on April 8, 2024, will be entitled to vote at the 2024 Annual Meeting. You may vote with respect to the matters described in the Proxy Statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) or through the procedures described in the Proxy Statement.

Date of Mailing

The Proxy Statement and accompanying materials were filed with the U.S. Securities and Exchange Commission on, and we expect to first send the Notice to stockholders on or about, April 22, 2024.

Paula Tuffin

General Counsel, Chief Compliance Officer and Secretary

New York, New York

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 4, 2024The Notice of the 2024 Annual Meeting and Proxy Statement and the 2023 Annual Report to Stockholders are available at www.proxyvote.com

Table of Contents

Forward-Looking Statements

This Proxy Statement and the information and documents incorporated by reference herein include “forward-looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Proxy Statement, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Proxy Statement. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"), as well as the Company’s most recent quarterly report on Form 10-Q.