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Better Home & Finance Holding Co

For the period ended Dec 31, 2024. Filed Apr 30, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 30, 2025

BETR$19.24+1.4%Stored close · as of Nov 6, 2026
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DEF 14A 1 bhf-2025definitiveproxysta.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. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under Rule 14a-12

Better Home & Finance Holding Company

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary material
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2025 Annual Meeting of Stockholders

and Proxy Statement

Better.com1 World Trade Center285 Fulton Street, 80th Floor Suite ANew York, NY 10007

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 2025 annual meeting of stockholders of Better Home & Finance Holding Company (the "2025 Annual Meeting"), to be held on Tuesday, June 10, 2025, at 12:00 p.m. Eastern Time. Our 2025 Annual Meeting will be a ‘‘virtual meeting’’ conducted exclusively online via the Internet atwww.virtualshareholdermeeting.com/BETR2025.

The Notice of 2025 Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the 2025 Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the 2025 Annual Meeting are more fully described in the Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important. Whether you plan to attend and participate in the 2025 Annual Meeting, please be sure to vote. Voting instructions can be found on page 40 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

April 30, 2025

Notice of 2025 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 2025 annual meeting of stockholders (the "2025 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 10, 2025, at 12:00 p.m. Eastern Time

Internet Link: www.virtualshareholdermeeting.com/BETR2025

Record Date: April 30, 2025

Stockholders will be able to examine a list of stockholders entitled to vote at the 2025 Annual Meeting on the virtual meeting website during the meeting or at our offices at 1 World Trade Center, 285 Fulton Street, 80 th Floor Suite A, New York, New York 10007 during ordinary business hours for a period of 10 days prior to the 2025 Annual Meeting for any purpose germane to the meeting. The following proposals will be voted on during the 2025 Annual Meeting:

Proposals
1Election of the six nominees identified in the accompanying Proxy Statement to serve as directors until the next annual meeting of stockholders
2Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025
3Transaction of any other business that may properly be brought before the 2025 Annual Meeting

The Board of Directors recommends that stockholders vote FOR the election of each of the director nominees and FOR Proposal 2

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 30, 2025, will be entitled to vote at the 2025 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 (the “Proxy Materials”) were filed with the U.S. Securities and Exchange Commission on, and we expect to first send the Proxy Materials to stockholders on or about, April 30, 2025.

Paula Tuffin

General Counsel, Chief Compliance Officer and Secretary

New York, New York

April 30, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held June 10, 2025

Table of Contents

Our Company1Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm13
About Better Home & Finance1
Business Combination1Vote Required to Approve the Proposal13
Proposal 1 - Election of Directors2Audit and Other Fees14
Director Nominees2Audit Committee Report15
How We Evaluate Director Nominees4Executive Compensation16
Director Election Standards4Named Executive Officers16
Corporate Governance5Summary Compensation Table16
Director Independence5Narrative to Summary Compensation Table17
Board Evaluation Process5Outstanding Equity Awards at Fiscal Year-End20
Meetings and Committees of the Board6Executive Compensation Arrangements20
Roles and Responsibilities of the Board and Committees6Ownership of Our Common Stock24
Risk Oversight8Delinquent Section 16(a) Reports27
Board Composition8Certain Relationships and Related Party Transactions28
Director Search8Stockholders Agreements of Pre-Business Combination Better Related to the Business Combination28
Corporate Governance Guidelines9Director and Executive Officer Borrowings of Pre-Business Combination Better29
Our Board Leadership9Director and Officer Indemnification29
Limitations on Liability and Indemnification10Other Related Party Transactions29
Compensation Committee Interlocks and Insider Participation10Statement of Policy Regarding Transactions with Related Parties30
Insider Trading Policy and Policy on Pledging and Hedging of Company Stock10Proxy Procedures and Information About the Annual Meeting32
Code of Business Conduct and Ethics10Stockholders Entitled to Vote at the Annual Meeting32
Director Compensation11Voting Procedures32
Chairman Agreement with Harit Talwar11Voting Options; Quorum32
2024 Director Compensation Table12Revocation of Proxies33
Solicitation of Proxies33
Additional Information33
Other Business34
Stockholder Communications with the Board34
Director Nominations34
Proposals for 2025 Annual Meeting of Stockholders34
Multiple Stockholders Sharing the Same Address35

Forward-Looking Statements

This Proxy Statement and the information and documents incorporated by reference herein contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that reflect future plans, business strategy, estimates, beliefs and expected performance. These statements constitute forward-looking statements, and are not guarantees of performance. 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, we disclaim 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. Forward-looking statements in this Proxy Statement and the associated risks, uncertainties, assumptions, and other important factors may 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, 2024 (the "2024 Annual Report").

iiBetter Home & Finance Holding Company 2025 Proxy Statement
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