Better Home & Finance Holding Co

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2026

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of the same such amounts shown on the previous page.

1. Organization and Nature of the Business

Better Home & Finance Holding Company together with its subsidiaries (collectively, the “Company”), provides a comprehensive set of homeownership offerings in the United States and operates a banking platform in the United Kingdom. The Company’s offerings include mortgage loans, real estate agent services, title and homeowner’s insurance, and other homeownership offerings. The Company leverages Tinman, its proprietary technology platform, to optimize the mortgage process from the initial application, to the integration of a suite of additional homeownership offerings, to the sale of loans to a network of loan purchasers.

Mortgage loans originated within the United States are through the Company’s wholly-owned subsidiary Better Mortgage Corporation (“BMC”). BMC is an approved Title II Single Family Program Lender with the Department of Housing and Urban Development’s (“HUD”) Federal Housing Administration (“FHA”), and is an approved seller and servicer with the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FMCC”). The Company conducts banking operations in the United Kingdom through Birmingham Bank, a regulated U.K. banking entity acquired in 2023. In the fourth quarter of 2024, the Company decided to dispose of certain operating units in the U.K. In addition, in the fourth quarter of 2025, the Company approved a plan to sell its Birmingham Bank business. As of the first quarter of 2026, the Birmingham Bank business has been classified as held for sale and its results are presented as discontinued operations. See Note 3 for further details.

Unless otherwise indicated, references to “Better,” “Better Home & Finance,” the “Company,” “we,” “us,” “our” and other similar terms refer to (i) Pre-Business Combination Better and its consolidated subsidiaries prior to the Closing and (ii) Better Home & Finance and its consolidated subsidiaries following the Closing.

2. Summary of Significant Accounting Policies

Basis of Presentation—The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position and its results of operations, changes in stockholders’ equity and cash flows. The results of operations and other information for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025.

Consolidation—The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant items subject to such estimates and assumptions include the fair value of mortgage loans held for sale, the fair value of derivative assets and liabilities, which includes interest rate lock commitments and forward sale commitments, the determination of a valuation allowance on the Company’s deferred tax assets, capitalization of internally developed software and its associated useful life, the fair value of acquired intangible assets and goodwill, the provision for loan repurchase reserves, the allowance for credit losses, and the fair value of warrant and equity related liabilities.

Short-term investments—Short term investments consist of fixed income securities, typically U.S. and U.K. government treasury securities and U.S. and U.K. government agency securities with maturities ranging from 91 days to one year. Management determines the appropriate classification of short-term investments at the time of purchase. Short-term investments reported as held-to-maturity are those investments that the Company has both the positive intent and ability to hold to maturity and are stated at amortized cost on the condensed consolidated balance sheets. All of the Company’s short term investments are classified as held to maturity. The Company has not recognized any impairments on these investments to date and any unrealized gains or losses on these investments are immaterial. The U.S. and U.K. government treasury securities and U.S. and U.K. government agency securities are issued by U.S. and U.K. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the respective governments as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, credit losses for these securities were immaterial as the Company does not currently expect any material credit losses on these short-term investments. As of March 31, 2026 and December 31, 2025, short-term investments have been classified within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group. See Note 8 for additional information.

Mortgage Loans Held for Sale, at Fair Value—The Company originates mortgage loans, including home equity line of credit and closed-end second lien loans (“HELOCs”), for sale into the secondary market. The Company has elected the fair value option under ASC 825 for all mortgage loans held for sale (“LHFS”), with changes in fair value recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss.

The fair value of LHFS is generally based on observable market prices and investor commitments for loans with similar characteristics. Changes in fair value are primarily driven by changes in market interest rates, loan pricing, and sale execution assumptions.

The Company generally sells loans servicing released shortly after origination. Gains and losses on loan sales are recognized upon transfer of control of the loans to the purchaser in accordance with ASC 860. The Company may retain interim servicing responsibilities through third-party sub-servicers for certain loans prior to transfer.

Loan Repurchase Reserve—In connection with the sale of mortgage loans into the secondary market, the Company makes customary representations and warranties regarding the characteristics of the loans sold, including compliance with underwriting standards and applicable laws and regulations. In the event of a breach of these representations and warranties, the Company may be required to repurchase affected loans or indemnify investors for incurred losses.

The Company maintains a loan repurchase reserve for estimated losses associated with these obligations. The reserve is based on historical repurchase and loss experience, current defect trends, the expected severity of losses, and management’s estimate of future repurchase activity. Provisions for changes in the reserve are recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss, while the reserve liability is included within other liabilities on the condensed consolidated balance sheets.

The Company also may be required to refund a portion of premiums received from loan purchasers in the event of early loan payoffs, which is included in the estimate of the loan repurchase reserve, when applicable. See Note 13 for further analysis.

Loans Held for Investment—The Company originates, primarily through its U.K. operations, loans held for investment, for which management has the intent and ability to cause the Company to hold for the foreseeable future or until maturity or payoff and are reported at amortized cost, which is the principal amount outstanding, net of cumulative charge-offs, unamortized net deferred loan origination fees and costs and unamortized premiums or discounts on purchased loans.

The allowance for credit losses is a valuation account that is deducted from the loans held for investment amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the loan balance is deemed to be uncollectible. Management estimates the expected credit losses over the life of the loan. Management’s estimation utilizes a probability of default /loss given default (“PD/LGD”) methodology. Under this approach, expected credit losses are calculated as the product of probability of default, loss given default, and exposure at default for each loan. Management estimates expected credit losses on a collective basis for loans that share similar risk characteristics, which primarily consist of property buy-to-let loans originated through its U.K. banking operations. See Note 6 for additional details.

As of March 31, 2026 and December 31, 2025, loans held for investment have been classified within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group. Accordingly, these balances are no longer presented separately on the face of the balance sheet. See Note 3 for additional information.

Derivatives and Hedging Activities—The Company uses derivative instruments to manage interest rate risk associated with mortgage loan commitments, mortgage loans held for sale, and loans held for investment. Derivative instruments primarily include interest rate lock commitments (“IRLCs”), forward sale commitments, and interest rate swaps, , and warrant liabilities. Warrant liabilities include Public Warrants, Private Warrants, Sponsor Locked-up Shares, and other liability-classified warrants, which are recorded at fair value with changes in fair value recognized in earnings..

The Company presents certain derivative assets and liabilities on a net basis on the condensed consolidated balance sheets when a legally enforceable master netting arrangement exists and the criteria for offsetting are met. Certain counterparty agreements related to forward sale commitments and interest rate swaps contain master netting agreements that provide the Company with the legal right to offset amounts due to and from the same counterparty under certain conditions. Certain derivative instruments are subject to margining arrangements pursuant to counterparty agreements, whereby collateral may be required to be posted or received based on changes in the fair value of the underlying derivative instruments. As of March 31, 2026 and December 31, 2025, the Company did not have material collateral posted or received related to derivative instruments.

IRLCs represent commitments to originate mortgage loans at specified interest rates to borrowers who have applied for a loan and meet certain credit and underwriting criteria. The Company enters into forward sale commitments to sell mortgage loans held for sale or loans in the pipeline. IRLCs and forward sale commitments are not designated as hedging instruments for accounting purposes and are recognized as derivative assets or liabilities at fair value on the condensed consolidated balance sheets, with changes in fair value recorded in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss. The fair value of IRLCs is based on the value of the underlying mortgage loan, quoted MBS prices, estimated mortgage servicing rights values, and estimated loan funding probabilities (“pull-through rates”).

The Company also utilizes pay-fixed, receive-floating interest rate swaps designated as fair value hedges to manage exposure to changes in the fair value of loans held for investment attributable to changes in interest rates. Changes in the fair value of the derivative instruments and the hedged items attributable to the hedged risk are recognized in earnings. The Company assesses hedge effectiveness on a quarterly basis.

The Company does not utilize any other derivative instruments to manage risk.

Fair Value Measurements—Assets and liabilities measured at fair value on a recurring basis are categorized within a three-level hierarchy based on the observability of inputs used in the valuation techniques:

Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities;

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis primarily include mortgage loans held for sale, derivative assets and liabilities, including interest rate lock commitments (“IRLCs”), forward sale commitments, interest rate swaps, and warrant and equity related liabilities.

The Company determines fair value using quoted market prices where available and otherwise utilizes valuation models incorporating observable market inputs, including market interest rates, loan pricing assumptions, and secondary market investor pricing. Certain instruments, including IRLCs, require the use of unobservable inputs, primarily estimated pull-through rates, and are therefore classified within Level 3 of the fair value hierarchy.

See Note 15 for additional information regarding fair value measurements.

Assets and Liabilities Held for Sale and Discontinued Operations—Assets and liabilities to be disposed of by sale are reclassified into assets held for sale and liabilities held for sale on the condensed consolidated balance sheets. The Company presents the assets and liabilities of a disposal group as held for sale upon meeting all of the following criteria:

•Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group).

•The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups).

•An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated.

•The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year.

•The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

•Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The determination as to whether the sale of the disposal group is probable may include significant judgments from management related to the estimated timing of the closing of a future sales transaction. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell and are not depreciated or amortized. Disposal groups that represent a strategic shift and have a major effect on the Company’s operations and financial results are reported as discontinued operations. See Note 3 for further detail on assets and liabilities held for sale and discontinued operations.

Warehouse Lines of Credit—Warehouse lines of credit represent the outstanding balance of the Company’s warehouse borrowings collateralized by mortgage loans held for sale or related borrowings collateralized by restricted cash. Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an index rate, such as the Secured Overnight Financing Rate (“SOFR”). The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume. The advances received under the warehouse lines of credit are based upon a percentage of the fair value or par value of the mortgage loans collateralizing the advance, depending upon the type of mortgage loan. Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit.

Senior Notes—Upon initial issuance, the Senior Notes are evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the notes. Upon initial issuance, any embedded derivatives are measured at fair value. The notes proceeds are allocated between the carrying value of the note and the fair value of embedded derivatives on the initial issuance date. Any portion of proceeds allocated to embedded derivatives are treated as reductions in, or discounts to, the carrying value of the Senior Notes on the issuance date. Embedded derivatives are adjusted to fair value at each reporting period, with the change in fair value included within interest expense on the condensed consolidated statements of operations and comprehensive loss. See Note 10 for further details on the Senior Notes.

Debt Modifications and Extinguishments—When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (“TDR”) and evaluates whether (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. Concessions may include modifications to the terms of the debt, such as reducing the interest rate, extending the repayment period, or forgiving a portion of the debt. If a TDR is determined not to have occurred, the Company evaluates whether the modification is considered a substantial modification. A substantial modification of terms is accounted for like an extinguishment.

Income Taxes—Income taxes are calculated by applying an estimated annual effective tax rate to year-to-date income (loss). At the end of each interim period, the estimated effective tax rate expected to be applicable for the full year is calculated. This method differs from that described in the Company’s income taxes policy footnote in the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, which describes the Company’s annual significant income tax accounting policy and related methodology.

Segments—The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment. Accordingly, the CODM evaluates performance and allocates resources based on consolidated net income (loss) from operations as presented in the consolidated statements of operations and comprehensive loss. The CODM uses consolidated net income (loss) to assess overall operating performance, evaluate budget-to-actual results, monitor profitability trends, and determine resource allocation priorities, including investments in personnel, technology, marketing, and strategic initiatives. The CODM also reviews functional expense information to manage the Company’s operations. Other items included in net income (loss) are net interest income, depreciation and amortization, and income tax expense (benefit), which are reflected in the consolidated statements of operations and comprehensive loss. The Company operates as a single operating and reportable segment; as such, all assets and operating expenses presented in the accompanying condensed consolidated financial statements are attributable solely to that segment and represent the entirety of the Company’s assets and operating expenses.

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the Securities and Exchange Commission’s (the “SEC”) existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC's corresponding disclosure rule changes. As of March 31, 2026, the Company does not expect ASU 2023-06 will have any impact on the consolidated financial statements.

In November 2024, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, and in January 2025, ASU 2025-01, Income Statement - Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASUs are effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The ASU replaces the existing stage-based model for capitalizing internal-use software development costs with a principles-based model that begins capitalization when management authorizes and commits to fund a project and it is probable the project will be completed and the software placed into service. The guidance also incorporates website development costs into the internal-use software framework and requires enhanced disclosures related to capitalized costs and amortization. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (Topic 326): Purchased Loans. The ASU expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day 1 credit loss expense and reducing interest income recognized in subsequent periods. ASU 2025-08 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). This ASU improves the navigability of interim disclosure requirements, provides additional guidance on the disclosures required in interim reporting periods, and introduces a principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

3. Assets and Liabilities Held for Sale and Discontinued Operations

During the fourth quarter of 2024, management enacted a plan to sell several entities in the U.K. and were classified within assets held for sale. During the first quarter of 2026, the Company completed the sale of its Better HomeOwnership Ltd subsidiary, which had previously been classified as held for sale. In connection with the transaction and pursuant to a share sale and settlement agreement executed in March 2026, the Company transferred 100% of the issued share capital of the BHO Group and settled certain related obligations. Total consideration associated with the transaction was approximately $2.3 million (£1.8 million), which reflects the net proceeds received by the Company after consideration of amounts settled on behalf of third parties and other transaction-related adjustments. As a result of this transaction, the Company recognized a gain on the disposal of approximately $1.0 million, which is included within other expense in the condensed consolidated statements of operations and comprehensive loss.

As of the first quarter of 2026, one of these disposal groups remains unsold and is classified as held for sale. The remaining disposal group is being actively marketed, is available for immediate sale in its present condition, and management continues to expect that the sale will be completed within 12 months. Management has evaluated the criteria under ASC 360 and concluded that the held-for-sale classification remains appropriate as of March 31, 2026. For the three months ended March 31, 2026, the Company recorded an immaterial write up of the remaining U.K. entity classified as held for sale to fair value, less cost to sell, which is included in other expenses on the condensed consolidated statements of operations and comprehensive loss.

The following table represents summarized balance sheet information by major class of assets and liabilities held for sale:

During the fourth quarter of 2025, management approved a plan to sell its Birmingham Bank business, which represents the Company’s reportable banking segment. Although the decision to pursue a sale was made in the fourth quarter of 2025, the criteria for held-for-sale classification under ASC 360 were not met as of December 31, 2025 because a sale was not yet considered probable.

During the first quarter of 2026, the Company advanced the sale process by actively engaging with potential buyers, receiving a non-binding indicative offer, and progressing negotiations related to a potential sale transaction. Based on these developments, management concluded that the held-for-sale criteria under ASC 360 were met as of March 31, 2026, including that the sale was probable and expected to be completed within twelve months, subject to regulatory approvals and customary closing conditions. Accordingly, the Birmingham Bank business was classified as held for sale and presented as discontinued operations for all periods presented.

The Company evaluated the held-for-sale criteria under ASC 360 and determined that such criteria were met as of the first quarter of 2026. As a result, the assets and liabilities of the Birmingham Bank disposal group have been classified as held for sale in the condensed consolidated balance sheet as of March 31, 2026. In addition, the assets and liabilities of the discontinued operation have been presented separately in the consolidated balance sheets for all periods presented. Prior-period amounts have been reclassified to conform to the current-period presentation. Such reclassification did not affect total assets, total liabilities, net loss, or shareholders’ equity.

Assets and liabilities classified as held for sale are measured at the lower of their carrying amount or estimated fair value less costs to sell. For the three months ended March 31, 2026, the Company recorded a write down of the Birmingham disposal group to fair value, less cost to sell, in the amount of $18.1 million. The estimated fair value of the Birmingham Bank disposal group is based on management’s assessment of expected proceeds from a potential sale, considering available market information and discussions with potential buyers. Costs to sell primarily include legal, advisory, and other transaction-related costs. The determination of fair value less cost to sell involves judgment and may change as additional information becomes available. In addition, the Company recorded an impairment to internal use software related to the Birmingham disposal group of $0.3 million which is included within discontinued operations on the condensed consolidated statements of operations and comprehensive loss.

The following table represents summarized balance sheet information by major class of assets and liabilities for discontinued operations:

The following table represents the results of operations of the Birmingham Bank business, which have been classified as discontinued operations in the condensed consolidated statements of operations and comprehensive loss for the periods presented:

The following table presents cash flows from discontinued operations included in our condensed consolidated statement of cash flows for the periods presented:

4. Revenue

Revenue— Revenue presented in this note reflects continuing operations and excludes amounts related to discontinued operations (See Note 3). Revenue includes amounts recognized outside the scope of ASC 606, primarily gain on sale of loans, net, loan repurchase reserve, and interest income associated with lending and investment activities, which are accounted for under ASC 860 and other applicable financial instrument guidance. Revenue recognized within the scope of ASC 606 primarily relates to fee-based service revenues, such as broker and real estate services revenues. The Company disaggregates revenue based on the following revenue streams.

Gain on loans, net consisted of the following:

Other revenue consisted of the following:

Net interest income consisted of the following:

(1) Primarily consists of interest on Convertible Notes, see Note 10 for more details.

5. Mortgage Loans Held for Sale and Warehouse Lines of Credit

The Company has the following outstanding warehouse lines of credit:

(1)Interest charged under the facility is at the 30-day term SOFR plus 1.75% -2.25%. Cash collateral deposit of $3.8 million is maintained and included in restricted cash.

(2)Interest charged under the facility is at the 30-day term SOFR plus 1.75% -2.75%. A compensating balance of $7.0 million is maintained and included in cash and cash equivalents. This amount represents a compensating balance arrangement and is not legally restricted. Failure to maintain the required balance may limit the Company’s ability to obtain future advances under the facility. As of March 31, 2026, the Company was in compliance with this requirement.

(3)Interest charged under the facility is at the daily simple SOFR plus 1.75% -2.50%. There isno cash collateral deposit maintained as of March 31, 2026. Subsequent to March 31, 2026 , the Company extended the maturity to April 6, 2027 and increased the total capacity to $350.0 million of which $100.0 million is committed.

The unpaid principal amounts of the Company’s LHFS are also pledged as collateral under the relevant warehouse funding facilities. The Company’s LHFS are summarized below by those pledged as collateral and those fully funded by the Company:

For the three months ended March 31, 2026 and 2025, the Company recognized net gains of $4.9 million and $5.3 million, respectively, related to changes in the fair value of mortgage loans held for sale, which are included within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss. Average days loans held for sale, other than Company-funded LHFS and Company-funded HELOC, for the three months ended March 31, 2026 and 2025, were approximately 37 days and 21 days, respectively. This is defined as the average days between funding and sale for loans funded during each period. As of March 31, 2026 and December 31, 2025, the unpaid principal balance of loans that were either 90 days past due or non-performing was $3.5 million and $2.4 million, respectively. As of March 31, 2026 and December 31, 2025, loans on non-accrual status were immaterial.

For the three months ended March 31, 2026 and 2025, the weighted average interest rate for the warehouse lines of credit was 5.43% and 6.46%, respectively. The warehouse lines of credit contain certain restrictive covenants that require the Company to maintain certain minimum net worth, liquid assets, liquidity ratios, and leverage ratios, and earnings. In addition, these warehouse lines also require the Company to maintain compensating cash balances. As of March 31, 2026 and December 31, 2025, the Company maintained $3.8 million of cash collateral deposits included in restricted cash and $7.0 million of compensating balances included in cash and cash equivalents on the accompanying consolidated balance sheets. The Company was in compliance with all financial covenants under the warehouse lines as of March 31, 2026.

6. Loans Held for Investment

The majority of the Company’s Loans Held for Investment portfolio consists of property - buy to let loans, which is the purchase of property for the purpose of renting to a tenant, which makes up 99.9% and 99.9% of the total loan portfolio as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026, the Company’s loans held for investment are included within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group (see Note 3). Prior to classification as held for sale, the Company’s Loans

Held for Investment portfolio was summarized as follows:

The following table presents the activity in the allowance for credit losses related to loans held for investment:

Accrued interest receivable on loans receivable totaled$1.2 million and $1.0 million, respectively, as of March 31, 2026 and December 31, 2025, which are included within assets of discontinued operations on the condensed consolidated balance sheets. The Company elected the practical expedient to exclude the applicable accrued interest receivable on loans receivable from the disclosed amortized cost basis.

The Company concluded that it has a non-accrual policy which allows for the timely reversal of accrued interest should an asset be placed on non-accrual; accordingly, there was no allowance for credit losses for accrued interest receivable on loans receivable as of March 31, 2026. When writing off uncollectible accrued interest receivables on its loans held for investment portfolio, the Company considers 90 days to be a timely manner.

Uncollectible amounts of accrued interest receivable are charged off by reversing interest income. The Company had no charge offs of uncollectible accrued interest on its outstanding loans held for investment during the three months ended March 31, 2026 and 2025.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. As of March 31, 2026, there wereten loans with a total unpaid principal balance $2.0 million of loans held for investment past due. As of December 31, 2025, there was an immaterial amount of loans held for investment past due.

The Company considers loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and the borrower is experiencing financial difficulty, or where foreclosure is probable, to be collateral dependent. As of both March 31, 2026, and December 31, 2025, there wasone loan with a total unpaid balance of $2.5 million in which formal foreclosure proceedings were in process.

Loans are placed on non-accrual status and the accrual of interest is discontinued if principal or interest payments become 90 days past due and/or management deems the collectability of the principal and/or interest to be in question. Loans to a customer whose financial condition has deteriorated are considered for non-accrual status whether or not the loan is 90 days or more past due. Generally, payments received on non-accrual loans are recorded as principal reductions. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of March 31, 2026 and December 31, 2025, there were no loans that were placed on non-accrual status.

During the three months ended March 31, 2026 and 2025, there were no modifications for loans to borrowers experiencing financial difficulty.

Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. The Company analyzes loans individually by classifying the loans as to credit risk.

This analysis includes all loans with the exception of homogeneous loans, or loans that are evaluated together in pools of similar loans (i.e., home mortgage loans, home equity lines of credit, overdraft loans, express business loans, and automobile loans). This analysis is performed at least on a quarterly basis. Homogeneous loans are not risk rated and credit risk is analyzed largely on the expected maturity of the loans.

The Company utilizes maturity bands to assess the probability of credit losses within the portfolio. The three main bands are as follows: 0-20 months, 21-40 months, and over 40 months. The following table presents amortized cost for outstanding loans, by class and year of origination/renewal, as of March 31, 2026 and December 31, 2025.

The tables below present loans by credit quality indicator and vintage year. The amounts presented by year of origination exclude fair value hedge accounting basis adjustments and net deferred fees, which are presented separately above:

7. Goodwill and Internal Use Software and Other Intangible Assets, Net

Changes in the carrying amount of goodwill, net consisted of the following:

No impairment of goodwill was recognized for the three months ended March 31, 2026 and 2025. There was no cumulative impairment related to goodwill as of March 31, 2026 and 2025, as goodwill associated with the Birmingham Bank disposal group is included within assets of discontinued operations.

Internal use software and other intangible assets, net consisted of the following:

The December 31, 2025 amounts presented above have been reclassified to conform to the current-period presentation. Goodwill and intangible assets associated with the Birmingham Bank disposal group are not included in the tables above and are instead presented within assets of discontinued operations. See Note 3 for further details.

The Company capitalized $3.4 million and $2.7 million in internal use software and website development costs during the three months ended March 31, 2026 and 2025, respectively. Internal use software and website development costs during the three months ended March 31, 2026 and 2025, had a weighted-average amortization period of 3.0 years. Included in capitalized internal use software and website development costs are $1.0 million and $0.4 million of stock-based compensation costs for the three months ended March 31, 2026 and 2025, respectively. Amortization expense totaled $2.8 million and $3.4 million during the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, impairments of $0.3 million andnone, respectively, were recognized relating to intangible assets.

Amortization expense related to intangible assets as of March 31, 2026 is expected to be as follows:

8. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

The December 31, 2025 amounts presented above have been reclassified to conform to the current-period presentation. Prepaid expenses and other assets associated with the Birmingham Bank disposal group are not included in the table above and are instead presented within assets of discontinued operations. See Note 3 for further details.

The prefunded loans in escrow consist of loans that were funded in the current period but closed in the subsequent period. Due to the timing of the closing of these loans, they are not mortgage loans held for sale in the current period.

9. Customer Deposits

Customer Deposits—The Company offers individual savings accounts and other depository products with differing maturities and interest rates through its U.K. banking operations. As of March 31, 2026 and December 31, 2025, customer deposits are included within liabilities of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group (see Note 3). The balance of customer deposits as of March 31, 2026 and December 31, 2025 was $755.1 million and $763.0 million, respectively.

The following tables present average balances and weighted average rates paid on deposits for the periods indicated:

The following table presents maturities of customer deposits:

Interest expense on deposits is recorded in interest expense in the condensed consolidated statements of operations and comprehensive loss for the periods indicated as follows:

Deposits are for U.K. banking clients and are protected up to £120 thousand ($158.6 thousand)per eligible person by the Financial Services Compensation Scheme in the U.K. of the total customer deposits as of March 31, 2026, $193.2 million were over the applicable protected amount.

10. Senior Notes

Convertible Notes—As a result of the April 2025 Note Exchange (see below), all Convertible Notes were extinguished. Accordingly, there wasno outstanding balance as of March 31, 2026 or December 31, 2025, andno interest expense was recognized for three months ended March 31, 2026. For the three months ended March 31, 2025, the Company recorded a total of$1.7 million of interest expense related to the Convertible Note and relates to the period prior to the exchange. Interest expense from the Convertible Notes is included in interest expense within the condensed consolidated statements of operations and comprehensive loss.

Note Exchange Agreement and Troubled Debt Restructuring—On April 12, 2025, the Company entered into a privately negotiated Exchange Agreement (the “Note Exchange Agreement”) with SB Northstar LP (the “Investor”), a related party, pursuant to which the Company and the Investor agreed to exchange (the “Exchange”) all of the$532.5 million total aggregate principal amount outstanding of the Company’s existing 1.00% Convertible Notes due 2028 (the “Existing Notes”) held by the Investor for (i)$155.0 million in aggregate principal amount of new 6.00% Senior Secured Notes due 2028 (the “Senior Notes”), and (ii) a cash payment of$110.0 million (the “Cash Payment”). The Company will not receive any cash proceeds in connection with the Exchange. The Exchange was subsequently consummated on April 28, 2025 (the “Closing Date”), upon which the Company received and cancelled all Existing Notes and the Investor forfeited any accrued and unpaid interest in respect of the Existing Notes to, but not including, the Closing Date.

Pursuant to the Note Exchange Agreement, the Company granted the Investor, conditioned on closing of the Exchange, a non-transferrable right to designate one non-voting board observer from June 1, 2025, for so long as the Investor and affiliates of the Investor continue to hold, in the aggregate, either (i) at least 25% of the initial aggregate principal amount of the Senior Notes or (ii) at least 12% of the sum of the outstanding shares of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock, calculated on a fully diluted basis.

The Exchange was accounted for as a TDR under ASC 470-60. On the Closing Date, the principal amount was$532.5 million with a discount of$11.0 million for a net carrying value of$521.4 million. The Company made a cash payment on the Closing Date of$110.0 million and recognized the Senior Notes at a carrying value of$200.4 million. The gain on troubled debt restructuring of$210.0 million was recognized through equity as the Investor is considered a related party. The Company also accrued for $1.0 million of expenses related to the TDR which reduced the gain recognized through equity.

Under the TDR accounting treatment, the initial carrying value of the Senior Notes of$200.4 million is made up of the total future undiscounted cash flows which includes principal of$155.0 million and interest make-whole as well as a redemption premium of $45.4 million. The interest make-whole and the redemption premium are related to the optional redemption feature where the Company can redeem all or part of the Senior Notes prior to December 31, 2028 at 108% of the principal plus a make-whole premium as discussed further below. The Company assumes contingent future payments will have to be paid and those amounts shall be included in the total future cash payments.

Senior Notes—On the Closing Date, the Company entered into an indenture (the “Senior Notes Indenture”) with GLAS Trust Company LLC, as trustee and notes collateral agent (the “Trustee”). As of both March 31, 2026 and December 31, 2025, the carrying amount of the Senior Notes was$198.8 million on the condensed consolidated balance sheets. Cash interest payments are applied as reductions to the carrying amount of the Senior Notes in accordance with TDR accounting. For the period July 18, 2025 through March 31, 2026, the Company has elected to pay interest in kind on the Senior Notes.

The Senior Notes represent the Company’s senior secured obligations, and are secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. The Senior Notes are (i) senior in right of payment to the Company’s existing and future senior, unsecured indebtedness to the extent of the value of the collateral; and (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Senior Notes.

Interest on the Senior Notes is payable, at the Company’s election, in cash or by payment-in-kind payment by issuing additional notes in an aggregate principal amount equal to the relevant amount of interest paid in kind. The Senior Notes will accrue interest at a rate of 6.00% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, beginning on June 30, 2025. The Senior Notes will mature on December 31, 2028.

The Senior Notes will be redeemable, in whole and not in part, at the Company’s option at any time prior to December 31, 2028, at a cash redemption price equal to 106.00% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount not exceeding the net cash proceeds of one or more “Equity Offerings” (as defined in the Senior Notes Indenture); provided that at least 60% of the aggregate principal amount of the Senior Notes remains outstanding immediately after the redemption and the redemption occurs within 150 days of the date of the closing of each such Equity Offering. Additionally, prior to December 31, 2028, the Company may redeem all or part of the Senior Notes at a redemption price equal to the sum of 108% of the principal amount of the Senior Notes to be redeemed, plus the “Make Whole Premium” (as defined in the Senior Notes Indenture) at the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a “Change of Control Triggering Event” (as defined in the Senior Notes Indenture) occur, then noteholders may require the Company to repurchase all or any part of their Senior Notes at a cash repurchase price equal to 101% of the aggregate principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of settlement. The definition of Change of Control Triggering Event includes certain business combination transactions involving the Company.

11. Related Party Transactions

The Company has entered into a number of commercial agreements with related parties, which management believes provide the Company with products or services that are beneficial to its commercial objectives. Often these products and services have been tailored to the Company’s specific needs or are part of new pilot programs, both for the Company and the counterparty, for which there are not clear alternative vendors offering comparable services to compare pricing with. It is reasonable to assume that none of these related party commercial agreements were structured at arm’s length and therefore may be beneficial to the counterparty.

TheNumber—The Company originally entered into a data analytics services agreement in August 2016 with TheNumber, LLC (“TheNumber”), an entity affiliated with both Vishal Garg, the Chief Executive Officer of the Company, and 1/0 Real Estate, which is also affiliated with Vishal Garg.

In September 2021, the Company and TheNumber entered into a technology integration and license agreement. The listed services provided by TheNumber are lead generation, market rate analysis, lead growth analysis, property listing analysis, automated valuation models, and financial risk analysis. Both parties agreed to jointly develop all aspects of this program, and the agreement provides for the utilization of TheNumber employees by the Company. In March 2026, the agreement was extended through April 2026. The services provided by TheNumber are not integral to the Company’s technology platform and amounts incurred are not material to the Company. In connection with these agreements, the Company paid expenses of $0.2 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, which are included within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss and had a payable ofnone and $0.1 million amount as of March 31, 2026 and December 31, 2025, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets.

Notable—In previous years, the Company or subsidiaries of the Company, entered into several agreements (herein referred to as the “Notable Agreements”) with Notable Finance LLC (“Notable”), an entity in which Vishal Garg and 1/0 Real Estate, collectively hold a majority ownership interest. The Notable Agreements included products such as a consumer lending program, a non-revolving personal line of credit, and other financial products which were offered to borrowers of the Company. The Notable Agreements also included the ability for the Company to purchase up to $20.0 million of unsecured home improvement loans underwritten and originated by Notable for the Company’s customers.

During 2024, the Company decided to cease offering the products and services provided via the Notable Agreements. As of March 31, 2026 and December 31, 2025, the Company had $2.2 million and $2.5 million of unsecured home improvement loans purchased from Notable, which are included within mortgage loans held for sale, at fair value on the condensed consolidated balance sheets. Notable will continue to provide servicing for the loans purchased from Notable that remain on the Company’s condensed consolidated balance sheet.

Other Related Party Services—The Company has relationships with 1/0 Capital LLC and Zethos Inc (doing business as “True Work”), companies affiliated with Vishal Garg, the Chief Executive Officer, which provide services to the Company varying from data analytics to information technology support services. For both the three months ended March 31, 2026 and 2025, the Company recorded an immaterial amount, in relation to these services, which are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026 and December 31, 2025, the Company included a payable of none and an immaterial amount, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets.

Note Exchange Agreement—See Note 10, for further details on the Exchange with SB Northstar LP, a related party of the Company.

12. Commitments and Contingencies

Litigation—The Company, among other things, engages in mortgage lending, title and settlement services, and other financial technology services. The Company operates in a highly regulated industry and may be subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, audits, examinations, investigations, employee labor disputes, and potential enforcement actions from regulatory agencies. While the ultimate outcome of these matters cannot be predicted with certainty due to inherent uncertainties in litigation, management accrues for losses when they are probable to occur and such losses are reasonably estimable, and discloses pending litigation if the Company believes a possibility exists that the litigation will have a material effect on its financial results. Legal costs expected to be incurred are accounted for as they are incurred.

The Company is currently a party to pending legal claims and proceedings regarding employee related labor disputes initiated in the third quarter of 2020. The disputes allege that the Company has failed to pay certain employees for overtime and is in violation of the Fair Labor Standards Act and labor laws in the State of California. The majority of such legal claims and proceedings are in the early stages and, to the extent applicable, have not yet reached the class certification stage and as such the ultimate outcomes cannot be predicted with certainty due to inherent uncertainties in the legal claims and proceedings.

As part of the disputes and other similar types of legal matters, the Company included an estimated liability of $6.6 million and $6.7 million, as of March 31, 2026 and December 31, 2025, respectively, which is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. During the three months ended March 31, 2026, the changes in liability included settlements of $0.2 million as well as additional accruals of $0.1 million related to certain other employment matters, which were included within general and administrative expense on the consolidated statement of operations and comprehensive loss. No additional expense was accrued for the three months ended March 31, 2025.

Regulatory Matters—In the third quarter of 2021, following third-party audits of samples of loans produced during the fiscal years 2018, 2019, and 2021, the Company became aware of certain TILA-RESPA Integrated Disclosure (“TRID”) defects in the loan production process that resulted in the final closing costs disclosed in the closing disclosure, in some instances, being greater than those disclosed in the loan estimate. Some of these defects were outside applicable tolerances under the TRID rule, which resulted in potential overcharges to consumers. As of March 31, 2026 and December 31, 2025, the Company included an estimated liability of $5.2 million and $5.1 million, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets. During the three months ended March 31, 2026, the Company recorded an additional accrual for these potential TRID defects of $0.1 million, which is included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2026, the Company recordedno relief of the liability due to payments to customers.

For the three months ended March 31, 2025, the Company recorded a reduction in the liability for these potential TRID defects of $0.9 million and is included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2025, the Company had relief of the liability due to payments to customers in the amount of $0.1 million. This accrual is the Company’s best estimate of potential exposure on the larger population of loans based on the results obtained by the audited sample. The accrued amounts are for estimated refunds potentially due to consumers for TRID tolerance errors for loans produced with the identified defects. The Company is continuing to remediate TRID tolerance defects as necessary.

Concentrations—See below for areas considered to be concentrations of credit risk for the Company:

Significant loan purchasers are those which represent more than 10% of the Company’s loan volume. During the three months ended March 31, 2026, the Company had five loan purchasers that accounted for 19%,15%,13%,10% and 10% of loans sold by the Company. During the three months ended March 31, 2025, the Company had three loan purchasers that accounted for 33%,15%, and 14% of loans sold by the Company.

Concentrations of credit risk associated with the LHFS carried at fair value are limited due to the large number of borrowers and their dispersion across many geographic areas throughout the United States. As of March 31, 2026, the company originated 13% of its LHFS secured by properties in California. As of December 31, 2025, the Company originated 12% of its LHFS secured by properties in California.

The Company maintains cash and cash equivalent balances at various financial institutions. Cash accounts at each bank are insured by the Federal Deposit Insurance Corporation for amounts up to $0.25 million. As of March 31, 2026 and December 31, 2025, the majority of the Company’s cash and cash equivalent balances are in excess of the insured limits at various financial institutions.

Escrow Payable and Other Customer Accounts—In accordance with its lender obligations, the Company maintains a separate escrow bank account to hold borrower funds pending future disbursement. The Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance and principal, and interest on mortgage loans held for sale. The Company also administers customer deposits in relation to other non-mortgage products and services that the Company offers. These funds are shown as restricted cash and there is a corresponding escrow payable on the consolidated balance sheet, as they are being held on behalf of the borrower or customer. The balance in these accounts as of March 31, 2026 and December 31, 2025, was $0.7 million and $0.2 million, respectively, and are included within escrow payable and other customer accounts on the condensed consolidated balance sheets.

13. Risks and Uncertainties

In the normal course of business, companies in the mortgage lending industry encounter certain economic and regulatory risks. Economic risks include credit risk and interest rate risk, in either a rising or declining interest rate environment. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which loans are being held for sale by the Company.

Interest Rate Risk—The Company is subject to interest rate risk in a rising interest rate environment, as the Company may experience a decrease in loan production, as well as decreases in the fair value of LHFS, loan applications in process with locked-in rates, and commitments to originate loans, which may negatively impact the Company’s operations. To preserve the value of such fixed-rate loans or loan applications in process with locked-in rates, agreements are executed for best effort or mandatory loan sales to be settled at future dates with fixed prices. These loan sales take the form of short-term forward sales of mortgage-backed securities and commitments to sell loans to loan purchasers.

Alternatively, in a declining interest rate environment, customers may withdraw their loan applications that include locked-in rates with the Company. Additionally, when interest rates decline, interest income received from LHFS will decrease. The Company uses an interest rate hedging program to manage these risks. Through this program, mortgage-backed securities are purchased and sold forward.

For all counterparties with open positions as of March 31, 2026, in the event that the Company does not deliver into the forward-delivery commitments, they can be settled on a net basis. Net settlements entail paying or receiving cash based upon the change in market value of the existing instrument.

The Company currently uses forward sales of mortgage-backed securities, interest rate commitments from borrowers, and mandatory and/or best-efforts forward commitments to sell loans to loan purchasers to protect the Company from interest rate fluctuations. These short-term instruments, which do not require any payments to be paid to the counterparty in connection with the execution of the commitments, are generally executed simultaneously.

Credit Risk—The Company’s hedging program is not designated as formal hedging from an accounting standpoint, contains an element of risk because the counterparties to its mortgage securities transactions may be unable to meet their obligations. While the Company does not anticipate nonperformance by any counterparty, it is exposed to potential credit losses in the event the counterparty fails to perform. The Company’s exposure to credit risk in the event of default by the counterparty is the difference between the contract and the current market price. The Company minimizes its credit risk exposure by limiting the counterparties to well-established banks and securities dealers who meet established credit and capital guidelines.

Loan Repurchase Reserve—The Company sells loans to loan purchasers without recourse. As such, the loan purchasers have assumed the risk of loss or default by the borrower. However, the Company is usually required by these loan purchasers to make certain standard representations and warranties relating to the loan for up tothree years post sale. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these loan purchasers for losses. In addition, if loans pay-off within a specified time frame the Company may be required to refund a portion of the sales proceeds to the loan purchasers. The Company repurchased $4.1 million (16 loans) and $2.0 million (6 loans) in unpaid principal balance of loans during the three months ended March 31, 2026 and 2025, respectively, related to its loan repurchase obligations. The Company’s loan repurchase reserve is included within other liabilities on the condensed consolidated balance sheets. The provision for/(recovery of) the loan repurchase reserve is included within gain on loans, net on the consolidated statements of operations and comprehensive loss. The following presents the activity of the Company’s loan repurchase reserve:

Borrowing Capacity—The Company funds the majority of mortgage loans on a short-term basis through committed and uncommitted warehouse lines as well as from operations for any amounts not advanced by warehouse lenders, see Note 5. As a result, the Company’s ability to fund current operations depends on its ability to secure these types of short-term financings. If the Company’s principal lenders decided to terminate or not to renew any of the warehouse lines with the Company, the loss of borrowing capacity could be detrimental to the Company’s consolidated financial statements unless the Company found a suitable alternative source.

14. Net Loss Per Share

The computation of net loss per share and weighted average shares of the Company's common stock outstanding during the periods presented is as follows:

Basic and diluted loss per share are the same for each class of common stock (i.e., Class A, Class B and Class C) because they are entitled to the same dividend rights. Basic and diluted loss per share are presented together as the amounts for basic and diluted loss per share are the same (i.e., the Company’s other equity-linked instruments outstanding are anti-dilutive for the periods presented).

The Company's potentially dilutive securities, which include stock options, restricted stock units (“RSUs”), warrants to purchase shares of common stock, and Sponsor locked-up shares, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. The Company excluded the following securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated as including them would have had an anti-dilutive effect:

(1)Securities have an antidilutive effect under the treasury stock method.

(2)Public and Private Warrants (as defined below) are unadjusted by the Reverse Stock Split as a holder must exercise 50 warrants to receive one share of common stock.

15. Fair Value Measurements

The Company’s financial instruments measured at fair value on a recurring basis are summarized below. As of March 31, 2026, certain derivative instruments, including interest rate swaps associated with the Birmingham Bank disposal group, have been reclassified to assets and liabilities of discontinued operations, see Note 3. The December 31, 2025 amounts presented below have been reclassified to conform to the current-period presentation.

(1)As of March 31, 2026, derivative assets represent both IRLCs and forward sale commitments, and liabilities represent IRLCs. As of December 31, 2025, derivative assets represent IRLCs, and liabilities represent forward sale commitments, IRLCs and interest rate swaps.

(2)Fair value is derived from methodologies such as the Black-Sholes-Merton model and the Finnerty model where the Company’s underlying stock price is a significant input among other assumptions and inputs.

Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities are as follows:

Mortgage Loans Held for Sale—The Company originates certain LHFS to be sold to loan purchasers and elected to carry these loans at fair value. The fair value is primarily based on the price obtained for other mortgage loans with similar characteristics. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and receipt of principal payments associated with the relevant LHFS.

Derivative Assets and Liabilities—The Company uses derivatives to manage various financial risks. The fair values of derivative instruments are determined based on quoted prices for similar assets and liabilities, dealer quotes, and internal pricing models that are primarily sensitive to market observable data. The Company uses other derivative financial instruments, primarily TBA purchase and sale commitments, to manage exposure to interest rate risk and changes in the fair value of the Pipeline. These derivatives are recorded at fair value based on pricing of similar instruments in the secondary market. The changes in value of all derivative financial instruments related to the Pipeline are recorded as Gain on sale of loans, net on the condensed consolidated statements of operations and comprehensive loss. The Company utilizes IRLCs and forward sale commitments. The fair value of IRLCs, which are related to mortgage loan commitments, is based on quoted market prices, adjusted by the pull-through factor, and includes the value attributable to the net servicing fee. The Company evaluated the significance and unobservable nature of the pull-through factor and determined that the classification of IRLCs should be Level 3 as of March 31, 2026 and December 31, 2025. Significant changes in the pull-through factor of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurement. The value of IRLCs also rises and falls with changes in interest rates; for example, entering into interest rate lock commitments at low interest rates followed by an increase in interest rates in the market, will decrease the value of IRLC. The Company had purchases/issuances of approximately $13.6 million and $8.0 million of IRLCs during the three months ended March 31, 2026 and 2025, respectively.

The number of days from the date of the IRLC to expiration of the rate lock commitment outstanding as of March 31, 2026 was approximately 43 days on average. The Company attempts to match the maturity date of the IRLCs with the forward commitments. Derivatives are presented in the condensed consolidated balance sheets under derivative assets, at fair value and derivative liabilities, at fair value. During the three months ended March 31, 2026, the Company recognized $0.3 million of losses and $3.3 million of gains related to changes in fair value of IRLCs and forward sale commitments, respectively. During the three months ended March 31, 2025, the Company recognized $2.6 million of gains and $2.5 million of losses related to changes in the fair value of IRLCs and forward sale commitments, respectively. Gains and losses related to changes in the fair value of IRLCs and forward sale commitments are included in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss. Unrealized activity related to changes in the fair value of forward sale commitments were $5.1 million of gains and $2.6 million of losses, included in the $3.3 million and $2.5 million of losses, during the three months ended March 31, 2026 and 2025, respectively. The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows:

Derivatives Designated as Hedging Instruments—Prior to classification as held for sale, the Company designated interest rate swap contracts as fair value hedges that qualified for hedge accounting. The fair value of interest rate swaps are based on broker quotes. As of March 31, 2026, these interest rate swaps are included within liabilities held for sale as part of the Birmingham Bank disposal group (see Note 3). We elected to account for the fair value hedges using the portfolio layer method. We previously recorded the interest rate swaps in the line item "Derivative liabilities, at fair value" on our condensed consolidated balance sheet. For qualifying fair value hedges, both the changes in the fair value of the derivative and the portion of the fair value adjustments associated with the portfolio layer attributable to the hedged risk are recognized into earnings as they occur. Derivative amounts impacting earnings are recognized consistent with the classification of the hedged item in the line item "Loans Held for Investment " as part of interest income, a component of consolidated net loss.

In the fiscal year ended December 31, 2025, fair value hedging transactions were executed in which approximately $269 million notional pay-fixed interest rate swaps were consummated with maturities of approximately five years, wherein the Company pays a weighted average fixed rate of approximately 3.7% and receives daily interest based on the Sterling Overnight Index Average (“SONIA”).

Warrant and equity related liabilities—The warrant liability consists of Warrants and certain shares issued to Novator Capital Sponsor Ltd. (the “Sponsor”), a related party, that are subject to transfer restrictions contingent on the price of Class A common stock exceeding certain thresholds (the "Sponsor-Locked-Up Shares"). The warrants consist of the Company's publicly traded warrants ("Public Warrants") and private warrants to acquire shares of Aurora that have been converted into warrants to acquire shares of Class A common stock ("Private Warrants," and together with the Public Warrants, the “Warrants”). The Public Warrants trade on the Nasdaq under the ticker symbol “BETRW” and as such is considered a Level 1 input from an active market to derive the value. The Private Warrants and Sponsor-Locked up Shares, although not publicly traded on an active market, use inputs from the publicly traded Public Warrants and the Company’s publicly traded common stock, respectively, and are further calibrated using unobservable inputs representing Level 2 measurements within the fair value hierarchy.

Private and Public Warrants—As of March 31, 2026 and December 31, 2025, the Company had a total of $2.9 million and $1.2 million of Private Warrants and Public Warrants, respectively, included as warrant and equity related liabilities within the condensed consolidated balance sheets. The change in fair value of Warrants for the three months ended March 31, 2026 and 2025, was a loss of $1.7 million and a gain of $0.2 million, respectively, and is included in other expenses within the condensed consolidated statements of operations and comprehensive loss.

Framework Warrant (2026)— During the three months ended March 31, 2026, the Company issued a warrant (the “2026 Warrant”) in connection with a private placement transaction, which provided the holder the right to purchase up to 211,312 shares of the Company’s Class A common stock. The warrant was fully exercised during the period, resulting in the issuance of 211,312 shares of Class A common stock to the holder and receipt by the Company of aggregate cash proceeds of approximately $5.7 million. The shares issued upon exercise were recorded within common stock and additional paid-in capital. The Company recognized a loss of $4.4 million related to the 2026 Warrant, including changes in fair value prior to exercise, and is included within other expenses in the condensed consolidated statements of operations and comprehensive loss. No amounts related to the 2026 Warrant remained outstanding as of March 31, 2026.

Sponsor Locked-up Shares—As of both March 31, 2026 and December 31, 2025, the Company had a total of$0.3 million of Sponsor Locked-up Share liabilities, which are included within warrant andequity liabilities in the condensed consolidated balance sheets. The change in fair value of Sponsor Locked-up Shares for both the three months ended March 31, 2026 and 2025 was an immaterial loss and was included in other expenses within the condensed consolidated statements of operations and comprehensive loss.

Counterparty agreements for forward sale commitments contain master netting agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis.

As of March 31, 2026 and December 31, 2025, Level 3 instruments include IRLCs. The following table presents the rollforward of Level 3 IRLCs:

The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements.

Significant Unobservable Inputs—The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements of assets categorized within Level 3 of the fair value hierarchy:

U.S. GAAP requires disclosure of fair value information about financial instruments, whether recognized or not recognized in the condensed consolidated financial statements, for which it is practical to estimate the fair value. In cases where quoted market prices are not available, fair values are based upon the estimation of discount rates to estimated future cash flows using market yields or other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimates of fair value in both inactive and orderly markets. Accordingly, fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments in a current market exchange. The use of market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, warehouse lines of credit, and escrow funds approximates their carrying values as these financial instruments are highly liquid or short-term in nature. The following table presents the carrying amounts and estimated fair value of financial instruments that are not recorded at fair value on a recurring or non-recurring basis:

In determining the fair value of the Senior Notes and loans held for investment, management uses factors that are material to the valuation process, including but not limited to, risks, prospects, and economic and market conditions, among other factors. As a number of assumptions and estimates were involved that are largely unobservable, Senior Notes and loans held for investment are classified as Level 3 inputs within the fair value hierarchy.

16. Income Taxes

On a consolidated basis, the Company recorded total income tax benefit of $1.6 million and income tax expense of $0.1 million for the three months ended March 31, 2026 and 2025, respectively. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including the ability to accurately project the Company’s pre-tax income or loss for the year and the mix of earnings among various tax jurisdictions. The year-to-date effective tax rate, after discrete items, of 2.18% for the three months ended March 31, 2026, changed from (0.28)% for the three months ended March 31, 2025. The income tax benefit for the three months ended March 31, 2026 was primarily attributable to discrete items related to release of uncertain tax positions upon expiration of the applicable statutes of limitations and from pre‑tax income projections in certain foreign jurisdictions where the Company files standalone returns.

As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred income tax assets. The Company is in a three-year cumulative loss position as of March 31, 2026. Further, due to losses being estimated in the future, management continues to believe it is more likely than not that the benefit of the deferred income tax assets will not be realized. In recognition of this risk, the Company continues to provide a full valuation allowance on deferred income tax assets.

17. Segment Reporting

The Company’s reportable segments are strategic business units that offer different products and services. During the first quarter of 2026, the Company determined that its Banking segment met the criteria for classification as discontinued operations (see Note 3). As a result, the Company hasone reportable segment, Home Finance, for the periods presented.

The Home Finance segment provides home ownership services, including purchase mortgages, refinance mortgages, home equity lines of credit, and mortgage-related services such as real estate and insurance services.

The Company’s CODM evaluates performance and allocates resources based on consolidated results. Prior period segment information has been recast to conform to the current presentation.

18. Stockholders' Equity

On the Closing Date, the Company consummated the Business Combination pursuant to the terms of the Merger Agreement. The Company’s Class A common stock and Public Warrants currently trade on the Nasdaq, under the ticker symbols “BETR” and “BETRW”, respectively. Each outstanding share of Pre-Business Combination Better common stock was exchanged for approximately 3.06 shares of the Company’s Class A or Class B common stock.

At-the-Market Offering Program—The Company has an at-the-market equity offering program (the “ATM Program”) under which it may sell shares of its Class A common stock from time to time. The ATM Program was established in September 2025. Additional details are included in the Company’s prior filings.

During the three months ended March 31, 2026, the Company sold 328,030 shares of Class A common stock under the ATM Program for total gross proceeds of $11.9 million. The Company incurred commissions and other offering expenses of $0.2 million. As of March 31, 2026, approximately $33.3 million remained available for issuance under the ATM Program. Subsequent to March 31, 2026 and through May 11, 2026, the Company did not sell any shares of Class A common stock under the ATM Program. As of May 11, 2026, approximately $33.3 million remained available for issuance under the ATM Program.

19. Stock-Based Compensation

Stock-Based Compensation Expense—Stock-based compensation expense is included within compensation and benefits in the condensed consolidated statements of operations and comprehensive loss. The Company recognized stock-based compensation expense as follows:

Stock-based compensation expense excludes $1.0 million and $0.4 million of stock-based compensation expense for the three months ended March 31, 2026 and 2025, which was capitalized (see Note 7).

20. Regulatory Requirements

The Company is subject to various local, state, and federal regulations related to its loan production by the various states it operates in, as well as federal agencies such as the Consumer Financial Protection Bureau, HUD, and the FHA and may be subject to the requirements of the agencies to which it sells loans, such as FNMA and FMCC. As a result, the Company may become involved in requests for information, periodic reviews, investigations, and proceedings by such various federal, state, and local regulatory bodies and agencies.

The Company is required to meet certain minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, FMCC and FNMA. As of March 31, 2026, the Company was in compliance with all necessary requirements.

Additionally, the Company may be subject to other financial requirements established by government-sponsored enterprises (“GSEs”), which include a limit for a decline in net worth and quarterly profitability requirements. The Company remains in compliance with all applicable obligations as of March 31, 2026.

21. Subsequent Events

The Company evaluated subsequent events from the date of the condensed consolidated balance sheets of March 31, 2026, and has determined that, there have been no subsequent events that require recognition or disclosure in the condensed consolidated financial statements, except as described in Note 5 and as follows:

On April 9, 2026, the Company consummated an underwritten public offering of 2,156,250 shares of its Class A common stock at a public offering price of $32.00 per share. The Company received aggregate net proceeds of approximately $66.1 million from the offering before expenses.