Better Home & Finance Holding Co

We are subject to various risks and uncertainties in the course of our business. For a discussion of these risks, please see the section entitled “Risk Factors” in Part I, Item 1A. in the 2025 Annual Report. Other than as described below and in Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which risk factors are incorporated herein by reference, there have been no material changes to the risk factors disclosed therein.

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

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

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.

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.

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.

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.