Better Home & Finance Holding Co

Current report

Risks Related to Our Operating History, Business Model, Growth and Financial Condition

Current report

Our recent leadership transition may create uncertainty and could adversely affect our business.

Current report

On August 3, 2026, our founder, Vishal Garg, stepped down as Chief Executive Officer, and our Board of Directors appointed Daniel Lewis as Interim Chief Executive Officer. Because Mr. Garg founded the Company and played a central role in shaping its strategy, operations and culture, his transition from the Chief Executive Officer role may create uncertainty regarding our strategic direction, business priorities and operational execution. The appointment of an interim Chief Executive Officer may also create uncertainty regarding our long-term leadership until a permanent successor is appointed. The transition could also result in the loss of key personnel, disrupt execution of our business strategy, affect relationships with customers, business partners, employees and other stakeholders, or divert management’s attention from our business and operations.

Current report

We are not currently in compliance with Nasdaq’s requirement that a majority of our Board of Directors be comprised of independent directors, which could ultimately result in the delisting of our Class A common stock.

Current report

Nasdaq Listing Rule 5605(b)(1) requires that a majority of our Board of Directors be comprised of independent directors (the “Majority Independent Requirement”). On August 3, 2026, Vishal Garg stepped down as our Chief Executive Officer but remained a member of our Board of Directors, and the Board of Directors appointed Daniel Lewis, who had previously served as an independent director, as our Interim Chief Executive Officer. As a result, only four (4) of the eight (8) members of our Board of Directors currently qualify as independent directors.

Current report

Accordingly, on August 4, 2026, the Company notified the Staff of the Listing Qualifications Department of Nasdaq that the Company is currently not in compliance with the Majority Independent Requirement. We expect that, under Nasdaq rules, the Company will be eligible for a cure period to regain compliance with the Majority Independent Requirement. We intend to take the actions necessary to restore compliance with the Majority Independent Requirement. If we are unable to regain compliance, including within any cure period that Nasdaq may grant, Nasdaq could take action that could ultimately result in the delisting of our Class A common stock, which could adversely affect its liquidity and market price and our access to the capital markets.

Previous report

Risks Related to Our Market, Industry, and General Economic Conditions

Previous report

Our business is subject to the risks of catastrophic events such as earthquakes, fires, floods and other natural catastrophic events, interruption by man-made issues such as strikes, terrorist attacks and geopolitical unrest.

Previous report

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, strikes, health pandemics, terrorist attacks, and similar events. Disease outbreaks have occurred in the past (including severe acute respiratory syndrome, avian flu, H1N1/09 flu, and COVID-19) and any prolonged occurrence of infectious disease or other adverse public health developments could have a material adverse effect on the macro economy and/or our business operations. In addition, strikes, terrorist attacks, and other geopolitical unrest, including the ongoing conflict in the Middle East, could cause disruptions in our business and lead to interruptions, delays, or loss of critical data. These types of catastrophic events could also affect our loan servicing costs, increase our recoverable and our non-recoverable servicing advances, increase servicing defaults, and negatively affect the value of our MSRs. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters or terrorist attacks affecting areas where our operations are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur.

Previous report

Additionally, if such events lead to a prolonged economic slowdown, recession or declining real estate values, they could impair the performance of our investments and materially and adversely affect our business, financial condition, results of operations, and prospects, increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. For example, recent geopolitical conflicts, including the ongoing conflict in the Middle East, have contributed to volatility in global energy markets and broader financial markets, which have impacted U.S. interest rates and housing market activity. As a result, such conditions have materially affected, and may continue to materially affect, our results of operations and financial condition.

Previous report

Finally, geopolitical conflicts as well as natural disasters and other catastrophic events, and their impacts, have had, and may continue to have, the effect of heightening other risks described in “Risk Factors” in Part I, Item 1A in the 2025 Annual Report, such as contributing to elevated inflation, elevated or volatile interest rates, macroeconomic uncertainty and the possibility of a decline in economic conditions.

Previous report

Risks Related to the Planned Divestiture of Birmingham Bank

Previous report

We cannot be sure that we will be able to sell Birmingham Bank on terms and conditions that are satisfactory to us or at all.

Previous report

We previously announced our intention to sell Birmingham Bank, which represents the Company’s reportable banking segment and has been classified in our financial statements as an asset held for sale. Any potential sale would be subject to risks and uncertainties, including our ability to identify and negotiate with a buyer, agree on acceptable pricing and other terms, obtain any required regulatory, contractual, third-party or other approvals, and satisfy any conditions that may be included in definitive transaction documents, if executed.

Previous report

The sale process may also create uncertainty and disrupt our business and operations. For example, the announcement may divert management and employee attention, increase costs, create uncertainty among employees, customers, vendors, business partners and other counterparties, or adversely affect relationships related to the asset or business proposed to be sold. We may also incur expenses in connection with evaluating, negotiating or pursuing a potential transaction, regardless of whether any definitive agreement is executed or any sale is completed.

Previous report

Even if we enter into a definitive agreement and complete a sale, we may not realize the anticipated benefits of such transaction. Any failure to enter into or complete a transaction on favorable terms, any disruption resulting from the announcement or pursuit of a potential sale, or failure to realize the anticipated benefits of such transaction, could have a material adverse effect on our business, financial condition and results of operations.