Better Home & Finance Holding Co
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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FY2024 · Filed Mar 19, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
(1)Financial Statements. The financial statements are set forth in Item 8. “Financial Statements and Supplementary Data” in this Annual Report.
(2)Financial Statement Schedules. Schedules not filed herewith called for under Regulation S‑X are omitted because of the absence of conditions under which they are required, they are included in the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, elsewhere in this Annual Report or are not material.
(3)Exhibits. The following list of exhibits includes exhibits submitted with this Annual Report as filed with the SEC and those incorporated by reference to other filings.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit | Description | Form | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company | 10-K | 3.1 | April 8, 2024 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company, dated August 16, 2024 | 8-K | 3.1 | August 19, 2024 |
| 3.3 | Bylaws of Better Home & Finance Holding Company | 8-K | 3.2 | August 25, 2023 |
| 4.1* | Warrant Agreement, dated as of March 3, 2021, by and between Aurora Acquisition Corp. and Continental Stock Transfer & Trust Company | S-4/A | 4.4 | July 24, 2023 |
| 4.2 | Assignment, Assumption and Amendment Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Computershare Trust Company, N.A. and Computershare Inc. | 8-K | 4.2 | August 28, 2023 |
| 4.3 | Description of Securities | 8-K | 4.1 | August 19, 2024 |
| 10.1 | Indenture, dated as of August 22, 2023, by Better Home & Finance Holding Company, the Subsidiary Guarantors signatory thereto, and GLAS Trust Company LLC. | 8-K | 10.3 | August 28, 2023 |
| 10.2 | Amended and Restated Registration Rights Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Novator Capital Sponsor Ltd., and certain persons signatory thereto. | 8-K | 10.1 | August 28, 2023 |
| 10.3 | Joinder Agreement, dated as of October 11, 2023, by and between Better Home & Finance Holding Company, SVF II Beaver (DE) LLC, and SB Northstar LP. | S-1 | 10.29 | October 12, 2023 |
| 10.4 | Novator Exchange Election Agreement, dated as of August 22, 2023 by and among Better HoldCo, Inc., Novator Capital Sponsor Ltd. and Aurora Acquisition Corp. | 8-K | 10.2 | August 28, 2023 |
| 10.5# | Form of Indemnification Agreement by and between Better Home & Finance Holding Company and each of its directors and executive officers. | 8-K | 10.4 | August 28, 2023 |
| 10.6# | Better Holdco Inc. 2016 Equity Incentive Plan | S-1 | 10.5 | October, 12 2023 |
| 10.7# | Form of Better Holdco Inc. 2016 Equity Incentive Plan Option Agreement | S-1 | 10.6 | October, 12 2023 |
| 10.8# | Better Holdco Inc. 2017 Equity Incentive Plan | S-1 | 10.7 | October, 12 2023 |
| 10.9# | Form of Better HoldCo Inc. 2017 Equity Incentive Plan RSU Agreement (Double-Trigger Vesting) | S-1 | 10.8 | October, 12 2023 |
| 10.10# | Form of Better HoldCo Inc. 2017 Equity Incentive Plan RSU Agreement (Single-Trigger Vesting) | S-1 | 10.9 | October, 12 2023 |
| 10.11# | Form of Better HoldCo Inc. 2017 Equity Incentive Plan Stock Option Agreement | S-1 | 10.1 | October, 12 2023 |
| 10.12# | Form of Better HoldCo Inc. 2017 Equity Incentive Plan Stock Option Agreement (Early Exercise) | S-1 | 10.1 | October, 12 2023 |
| 10.13# | Better Home & Finance Holding Company 2023 Incentive Equity Plan | 8-K | 10.5 | August 28, 2023 |
| 10.14# | Form of Better Home & Finance Holding Company 2023 Incentive Equity Plan RSU Agreement | S-1 | 10.13 | October, 12 2023 |
| 10.15# | Form of Better Home & Finance Holding Company 2023 Incentive Equity Plan Option Agreement | S-1 | 10.14 | October, 12 2023 |
| 10.16# | Better Home & Finance Holding Company 2023 Employee Stock Purchase Plan | 8-K | 10.6 | August 28, 2023 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit | Description | Form | Exhibit | Filing Date |
| 10.17 | Amendment No. 2 to SB Northstar Subscription Agreement, dated as of August 21, 2023 | 8-K | 10.1 | August 23, 2023 |
| 10.18# | Employment Agreement, dated as of April 5, 2022, between Better Holdco, Inc. and Kevin Ryan. | S-4/A | 10.24 | July 24, 2023 |
| 10.19# | Employment Agreement, dated as of October 18, 2022, between Better Holdco, Inc. and Nicholas J. Calamari. | S-4/A | 10.25 | July 24, 2023 |
| 10.20# | Employment Agreement, dated as of October 18, 2022, between Better Holdco, Inc. and Paula Tuffin | S-4/A | 10.26 | July 24, 2023 |
| 10.21 | Convertible Notes Side Letter, dated November 30, 2021 between SB Northstar and Vishal Garg. | S-4/A | 10.27 | July 24, 2023 |
| 10.22# | Chairman Agreement, dated as of April 27, 2022, between Better Holdco, Inc. and Harit Talwar. | S-4/A | 10.30 | July 24, 2023 |
| 10.23# | Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Vishal Garg. | 8-K | 10.15 | August 28, 2023 |
| 10.24# | Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Kevin Ryan. | 8-K | 10.16 | August 28, 2023 |
| 10.25# | Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Paula Tuffin. | 8-K | 10.17 | August 28, 2023 |
| 10.26 | Sponsor Purchase Subscription Agreement, dated as of August 22, 2023, by and between Better Home & Finance Holding Company and Novator Capital Sponsor, Ltd. | 8-K | 10.18 | August 28, 2023 |
| 10.27# | Form of Transaction Bonus Agreement | 8-K | 10.1 | September 29, 2023 |
| 10.28 | Founder Side Letter, dated as of May 10, 2021, by and between Better Home & Finance Holding Company and Vishal Garg (included as Annex M to the Form S-4/A) | S-4/A | 10.16 | July 24, 2023 |
| 10.29 | Better Holder Support Agreement, dated as of May 10, 2021, by and among the Registrant, Better Holdco, Inc. and the persons set forth on Schedule I thereto (included as Annex F to the proxy statement/prospectus) | S-4/A | 10.2 | July 24, 2023 |
| 10.30# | Better Holdco, Inc. Executive Change in Control Severance Plan | |||
| 10.31# | Amendment to Employment Agreement, dated March 29, 2024, between Kevin Ryan and Better Home & Finance Holding Company | |||
| 10.32# | Form of Restricted Stock Unit Award Agreement and Grant Notice | 8-K | 10.1 | February 7, 2024 |
| 19.1 | Insider Trading Policy of Better Home & Finance Holding Company | |||
| 21.1 | List of subsidiaries of Better Home & Finance Holding Company | |||
| 23.1 | Consent of Deloitte & Touche LLP | |||
| 24.1 | Powers of Attorney (included on signature page hereto). | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1 | Better Home & Finance Holding Company Clawback Policy | |||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||
| Incorporated by Reference | ||||
| Exhibit | Description | Form | Exhibit | Filing Date |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained Exhibit 101) | |||
*Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
** Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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