Better Home & Finance Holding Co
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
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Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |
|---|---|---|
| (Amounts in thousands, except share and per share amounts) | 2026 | 2025 |
| Assets | ||
| Cash and cash equivalents | $77,492 | $79,357 |
| Restricted cash | 12,928 | 8,926 |
| Mortgage loans held for sale, at fair value | 411,642 | 466,681 |
| Other receivables, net | 17,047 | 10,716 |
| Property and equipment, net | 2,166 | 1,815 |
| Right-of-use assets | 4,245 | 4,678 |
| Internal use software and other intangible assets, net | 17,506 | 17,349 |
| Goodwill | 10,995 | 10,995 |
| Derivative assets | 4,726 | 4,210 |
| Prepaid expenses and other assets | 33,528 | 27,143 |
| Assets held for sale | — | 8,687 |
| Assets of discontinued operations | 820,104 | 864,877 |
| Total Assets | $1,412,379 | $1,505,434 |
| Liabilities and Stockholders’ Equity | ||
| Liabilities | ||
| Warehouse lines of credit | $359,140 | $411,862 |
| Senior notes | 198,802 | 198,802 |
| Accounts payable and accrued expenses (includes payables to related parties of $5,941 and $200) | 59,871 | 58,993 |
| Escrow payable and other customer accounts | 639 | 172 |
| Derivative liabilities | 383 | 804 |
| Warrant and equity related liabilities, at fair value | 1,283 | 1,476 |
| Lease liabilities | 4,121 | 4,629 |
| Other liabilities | 6,602 | 6,533 |
| Liabilities held for sale | — | 4,802 |
| Liabilities of discontinued operations | 757,285 | 780,178 |
| Total Liabilities | 1,388,126 | 1,468,251 |
| Commitments and contingencies (see Note 12) | ||
| Stockholders’ Equity | ||
| Common stock $0.0001 par value; 66,000,000 shares authorized and 19,026,365 and 15,996,907 shares issued and outstanding | 2 | 2 |
| Additional paid-in capital | 2,235,786 | 2,109,762 |
| Accumulated deficit | (2,213,690) | (2,076,238) |
| Accumulated other comprehensive income | 2,155 | 3,657 |
| Total Stockholders’ Equity | 24,253 | 37,183 |
| Total Liabilities and Stockholders’ Equity | $1,412,379 | $1,505,434 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands, except share and per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Revenues: | ||||
| Gain on loans, net | $41,843 | $36,421 | $138,132 | $97,769 |
| Other revenue | 868 | 3,083 | 3,104 | 9,823 |
| Net interest income | ||||
| Interest income | 8,610 | 7,672 | 24,227 | 23,823 |
| Interest expense | (6,203) | (5,627) | (18,146) | (15,853) |
| Net interest income | 2,407 | 2,045 | 6,081 | 7,970 |
| Total net revenues | 45,118 | 41,549 | 147,317 | 115,562 |
| Expenses: | ||||
| Compensation and benefits | 35,659 | 37,845 | 142,974 | 119,570 |
| General and administrative | 21,009 | 9,106 | 40,284 | 30,384 |
| Technology | 7,231 | 6,179 | 24,363 | 19,235 |
| Marketing and advertising | 7,345 | 10,479 | 26,006 | 30,272 |
| Loan origination expense | 6,061 | 3,728 | 17,266 | 10,154 |
| Depreciation and amortization | 2,859 | 3,132 | 8,829 | 10,192 |
| Other expenses (income) | 572 | 7,824 | 5,531 | 10,596 |
| Total expenses | 80,736 | 78,293 | 265,253 | 230,403 |
| Loss before income tax expense | (35,618) | (36,744) | (117,936) | (114,841) |
| Income tax (benefit) expense | 195 | 145 | (1,308) | 384 |
| Net loss from continuing operations | (35,813) | (36,889) | (116,628) | (115,225) |
| Net loss from discontinued operations | (735) | (2,236) | (20,824) | (10,727) |
| Net loss | $(36,548) | $(39,125) | $(137,452) | $(125,952) |
| Per share data: | ||||
| Net loss per share attributable to common stockholders, basic and diluted: | ||||
| Net loss from continuing operations | $(1.89) | $(2.42) | $(6.47) | $(7.57) |
| Net loss from discontinued operations | (0.04) | (0.14) | (1.15) | (0.70) |
| Net loss | $(1.93) | $(2.56) | $(7.62) | $(8.27) |
| Weighted average common shares outstanding — basic and diluted | 18,998,006 | 15,263,321 | 18,030,251 | 15,223,492 |
| Other comprehensive income/(loss): | ||||
| Foreign currency translation adjustment, net of tax | $78 | $(1,738) | $(1,502) | $5,803 |
| Comprehensive loss | $(36,470) | $(40,863) | $(138,954) | $(120,149) |
For the Three Months Ended September 30, 2026
| Common Stock | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity |
| Balance - June 30, 2026 | 18,981,789 | $2 | $2,232,960 | $(2,177,142) | $2,077 | $57,897 |
| Issuance of common stock for options exercised | — | — | 476 | — | — | 476 |
| Stock-based compensation | — | — | 3,060 | — | — | 3,060 |
| Tax withholding upon vesting of restricted stock units | (7,650) | — | (710) | — | — | (710) |
| Shares issued for vested restricted stock units | 121,303 | — | — | — | — | — |
| Cancellation of common stock | (69,077) | — | — | — | — | — |
| Net loss | — | — | — | (36,548) | — | (36,548) |
| Other comprehensive income— foreign currency translation adjustment, net of tax | — | — | — | — | 78 | 78 |
| Balance - September 30, 2026 | 19,026,365 | $2 | $2,235,786 | $(2,213,690) | $2,155 | $24,253 |
For the Three Months Ended September 30, 2025
| Common Stock | |||||||
|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Notes Receivables from Stockholders | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders'Equity |
| Balance - June 30, 2025 | 15,274,145 | $2 | $(9,160) | $2,077,303 | $(1,997,193) | $5,605 | $76,557 |
| Gain on troubled debt restructuring | — | — | — | 2,276 | — | — | 2,276 |
| Issuance of common stock for options exercised | 203 | — | — | 3 | — | — | 3 |
| Issuance of common stock under ATM program | 9,917 | — | — | 589 | — | — | 589 |
| Stock-based compensation | — | — | — | 4,536 | — | — | 4,536 |
| Tax withholding upon vesting of restricted stock units | (47,095) | — | — | (1,186) | — | — | (1,186) |
| Shares issued for vested restricted stock units | 138,779 | — | — | — | — | — | — |
| Net loss | — | — | — | — | (39,125) | — | (39,125) |
| Other comprehensive loss— foreign currency translation adjustment, net of tax | — | — | — | — | — | (1,738) | (1,738) |
| Balance - September 30, 2025 | 15,375,949 | $2 | $(9,160) | $2,083,521 | $(2,036,318) | $3,867 | $41,912 |
For the Nine Months Ended September 30, 2026
| Common Stock | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity |
| Balance - December 31, 2025 | 15,996,907 | $2 | $2,109,762 | $(2,076,238) | $3,657 | $37,183 |
| Issuance of common stock for options exercised | 1,546 | — | 476 | — | — | 476 |
| Issuance of common stock, net of offering costs of $358 | 2,484,280 | — | 77,697 | — | — | 77,697 |
| Exercise of Warrants | 211,312 | — | 10,170 | — | — | 10,170 |
| Stock-based compensation | — | — | 42,582 | — | — | 42,582 |
| Tax withholding upon vesting of restricted stock units | (139,795) | — | (4,901) | — | — | (4,901) |
| Shares issued for vested restricted stock units | 562,588 | — | — | — | — | — |
| Cancellation of common stock | (90,473) | — | — | — | — | — |
| Net loss | — | — | — | (137,452) | — | (137,452) |
| Other comprehensive loss— foreign currency translation adjustment, net of tax | — | — | — | — | (1,502) | (1,502) |
| Balance - September 30, 2026 | 19,026,365 | $2 | $2,235,786 | $(2,213,690) | $2,155 | $24,253 |
For the Nine Months Ended September 30, 2025
| Common Stock | |||||||
|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Notes Receivables from Stockholders | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity |
| Balance - December 31, 2024 | 15,168,795 | $2 | (9,158) | $1,863,288 | $(1,910,366) | $(1,936) | $(58,170) |
| Gain on troubled debt restructuring | — | — | — | 210,044 | — | — | 210,044 |
| Tax effect on troubled debt restructuring | — | — | — | (2,445) | — | — | (2,445) |
| Issuance of common stock for options exercised | 203 | — | — | 3 | — | — | 3 |
| Issuance of common stock under ATM program | 9,917 | — | — | 589 | — | — | 589 |
| Stock-based compensation | — | — | — | 13,596 | — | — | 13,596 |
| Tax withholding upon vesting of restricted stock units | (110,658) | — | — | (1,559) | — | — | (1,559) |
| Shares issued for vested restricted stock units | 307,692 | — | — | — | — | — | — |
| Vesting of common stock issued via notes receivable from stockholders | — | — | (2) | 5 | — | — | 3 |
| Settlement of notes receivable from stockholders | — | — | — | — | — | — | — |
| Net loss | — | — | — | — | (125,952) | — | (125,952) |
| Other comprehensive income— foreign currency translation adjustment, net of tax | — | — | — | — | — | 5,803 | 5,803 |
| Balance - September 30, 2025 | 15,375,949 | $2 | $(9,160) | $2,083,521 | $(2,036,318) | $3,867 | $41,912 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Cash Flows from Operating Activities: | ||
| Net loss | $(137,452) | $(125,952) |
| Net loss from discontinued operations | (20,824) | (10,727) |
| Net loss from continuing operations | (116,628) | (115,225) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation of property and equipment | 791 | 773 |
| Impairment charges | 1,939 | 1,432 |
| Amortization of internal use software and other intangible assets | 8,038 | 9,419 |
| Gain on sale of loans, net | (136,416) | (91,542) |
| Non-cash interest and amortization of debt issuance costs and discounts | — | 1,700 |
| Change in fair value of warrants and equity related liabilities | 4,246 | 5,923 |
| Stock-based compensation | 41,059 | 12,556 |
| Provision (Recovery) of loan repurchase reserve | 2,844 | (1,113) |
| Change in fair value of derivatives | (937) | (2,327) |
| Change in fair value of mortgage loans held for sale | (417) | (6,436) |
| (Gain) Loss on disposal of assets held for sale | (3,062) | 692 |
| Change in operating lease of right-of-use assets | 432 | (3,399) |
| Originations of mortgage loans held for sale | (4,616,571) | (3,255,889) |
| Proceeds from sale of mortgage loans held for sale | 4,805,800 | 3,336,753 |
| Change in operating assets and liabilities: | ||
| Other receivables, net | (6,331) | (3,465) |
| Prepaid expenses and other assets | (8,025) | 4,191 |
| Operating lease liabilities | (508) | 1,159 |
| Accounts payable and accrued expenses | 6,573 | 12,986 |
| Escrow payable and other customer accounts | (3,788) | 980 |
| Other liabilities | 2,424 | (354) |
| Net cash used in operating activities-continuing operations | (18,537) | (91,186) |
| Net cash provided by/(used in) operating activities-discontinued operations | 6,085 | (18,119) |
| Net cash used in operating activities | (12,452) | (109,305) |
| Cash Flows from Investing Activities: | ||
| Purchase of property and equipment | (1,164) | (849) |
| Proceeds from sale of assets held for sale | 2,436 | — |
| Payments to dispose of assets held for sale | — | (1,597) |
| Capitalization of internal use software | (6,672) | (7,403) |
| Net cash used in investing activities-continuing operations | (5,400) | (9,849) |
| Net cash provided by/(used in) investing activities-discontinued operations | 17,323 | (579,680) |
| Net cash provided by/(used in) investing activities | 11,923 | (589,529) |
| Cash Flows from Financing Activities: | ||
| Principal payments on senior notes | — | (111,606) |
| Net (repayments) borrowings on warehouse lines of credit | (52,722) | 105,701 |
| Tax withholding upon vesting of restricted stock units | (4,901) | — |
| Proceeds from issuance of common stock | 77,697 | 589 |
| Proceeds from issuance of stock options | 476 | 4 |
| Proceeds from exercise of warrants | 5,732 | — |
| Net investment in discontinued operations | — | (47,055) |
| Net cash provided by/(used in) financing activities-continuing operations | 26,282 | (52,367) |
| Net cash (used in)/provided by financing activities-discontinued operations | (34,010) | 607,740 |
| Net cash (used in)/provided by financing activities | (7,728) | 555,373 |
| Effects of currency translation on cash, cash equivalents, and restricted cash | 125 | 1,829 |
| Net change in cash, cash equivalents, and restricted cash, including cash classified within assets held for sale | 2,470 | (151,573) |
| Less: net change in cash, cash equivalents and restricted cash classified within assets held for sale | (333) | 1,328 |
| Cash, cash equivalents, and restricted cash—Beginning of period | 88,283 | 218,042 |
| Cash, cash equivalents, and restricted cash—End of period | $90,420 | $67,797 |
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.
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Cash and cash equivalents, end of period | $77,492 | $61,444 |
| Restricted cash, end of period | 12,928 | 6,353 |
| Cash, cash equivalents and restricted cash per condensed consolidated balance sheets | 90,420 | $67,797 |
| Cash and cash equivalents included in assets held for sale | — | 1,471 |
| Restricted cash included in assets held for sale | — | 4,513 |
| Cash and cash equivalents included in assets of discontinued operations | 10,395 | 12,450 |
| Restricted cash included in assets of discontinued operations | 3,652 | 6,198 |
| Total cash, cash equivalents and restricted cash, including amounts classified within assets held for sale and discontinued operations | $104,467 | $92,429 |
| Supplemental Disclosure of Cash Flow Information: | ||
| Interest paid on continuing operations | $18,128 | $15,760 |
| Interest paid on discontinued operations | $26,939 | $6,092 |
| Income taxes paid | $374 | $1,671 |
| Non-Cash Investing and Financing Activities: | ||
| Capitalization of stock-based compensation related to internal use software | $1,523 | $1,041 |
| Vesting of common stock issued via notes receivable from stockholders | $— | $2 |
| Convertible notes exchange | $— | $207,599 |
- 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 (the “U.S.”) and operates a banking platform in the United Kingdom (the “U.K.”). The Company’s offerings include mortgage loans, real estate agent services, title and homeowners 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 (“Birmingham Bank”). 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 Birmingham Bank. Accordingly, the assets and liabilities of the Birmingham Bank disposal group continue to be classified as held for sale and presented separately in the condensed consolidated balance sheets. Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications did not affect total assets, total liabilities, net loss, or stockholders’ equity. 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) Better and its consolidated subsidiaries prior to the closing of its business combination with Aurora Acquisition Corp. on August 22, 2023 (the “Business Combination”) and (ii) Better Home & Finance and its consolidated subsidiaries following the Business Combination.
- 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 and nine months ended September 30, 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 September 30, 2026 and December 31, 2025, these short-term investments were included in assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group. See Note 3 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 using probability of default/loss given default ("PD/LGD") methodology. Expected credit losses are calculated as the product of probability of default, loss given default and exposure at default for each loan. The Company 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. The Company considers current economic conditions and reasonable and supportable forecasts of future economic conditions in developing its estimate of expected credit losses. Because these forecasts are incorporated qualitatively rather than through a distinct quantitative forecast period, the Company does not apply a separate quantitative reversion period, and historical loss information serves as the basis for estimating expected credit losses over the expected life of the loans. See Note 6 for additional details.
As of September 30, 2026 and December 31, 2025, loans held for investment were included in assets of discontinued operations on the condensed consolidated balance sheets as part of the Birmingham Bank disposal group. 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.
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 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 costs 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 Founder and Head of Platform, Product, and Innovation, 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 condensed consolidated statements of operations and comprehensive loss. The CODM uses consolidated net income (loss) from continuing operations 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 condensed 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 November 2024, the Financial Accounting Standards 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 statements.
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 statements.
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.
- 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 accordingly classified such entities as 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 (income) in the condensed consolidated statements of operations and comprehensive loss.
On September 30, 2026, the Company completed the sale of 80% ownership interest in London House Exchange Ltd. (“LHX”) and retained a 20% ownership interest. Following the transaction, the Company concluded that it no longer held a controlling financial interest and LHX was deconsolidated upon the transfer of control. Total consideration was approximately $1.3 million (£1.0 million), consisting primarily of $0.6 million (£0.4 million) of non-cash consideration and approximately $0.7 million (£0.6 million) of deferred consideration. The deferred payment is scheduled for release on March 30, 2028, subject to completion adjustments, claims, and contractual payment conditions, including the condition that the buyer not initiate a wind-down of LHX before that date. The retained 20% interest was initially recognized at a fair value of approximately $0.1 million (£0.1 million) and is accounted for using the equity method. The Company recognized a net pre-tax gain on disposal of approximately $2.1 million (£1.5 million), included within other expenses (income) in the condensed consolidated statements of operations and comprehensive loss. Following the sale, no LHX assets or liabilities remained classified as held for sale as of September 30, 2026.
The remaining disposal group, Birmingham Bank, continues to be presented within assets and liabilities of discontinued operations in the condensed consolidated balance sheets. Additional information regarding Birmingham Bank is provided in the discontinued operations discussion below.
The following table represents summarized balance sheet information by major class of assets and liabilities held for sale:
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Cash and cash equivalents | $— | $710 |
| Restricted cash | — | 4,256 |
| Mortgage loans held for sale, at fair value | — | 1,954 |
| Other receivables, net | — | 706 |
| Property and equipment, net | — | 2 |
| Internal use software and other intangible assets, net | — | 2,357 |
| Goodwill | — | 711 |
| Prepaid expenses and other assets | — | 69 |
| Write down of assets to fair value less cost to sell | — | (2,078) |
| Total assets held for sale | $— | $8,687 |
| Accounts payable and accrued expenses | $— | $424 |
| Escrow payable and other customer accounts | — | 4,256 |
| Other liabilities | — | 122 |
| Total liabilities held for sale | $— | $4,802 |
During the fourth quarter of 2025, management approved a plan to sell Birmingham Bank, 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, Birmingham Bank was classified as held for sale and presented as discontinued operations for all periods presented.
The Company reevaluated the held-for-sale criteria under ASC 360 as of September 30, 2026 and concluded that the Birmingham Bank disposal group continues to meet the criteria for held for sale classification. Accordingly, the assets and liabilities of the Birmingham Bank disposal group continue to be classified as held for sale and presented separately in the condensed consolidated balance sheets. Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications did not affect total assets, total liabilities, net loss, or stockholders’ 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 nine months ended September 30, 2026, the Company recorded a net write-down of $14.1 million for the Birmingham Bank disposal group. This amount includes a $2.0 million write-up during the three months ended September 30, 2026, reflecting an increase in the disposal group’s estimated fair value less costs to sell. The Company also recorded a $0.3 million impairment to internal-use software related to the Birmingham disposal group. The net write-down and software impairment are included in discontinued operations in the condensed consolidated statements of operations and comprehensive loss. 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 costs to sell involves judgment and may change as additional information becomes available.
The following table represents summarized balance sheet information by major class of assets and liabilities for discontinued operations:
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Cash and cash equivalents | $10,395 | $20,470 |
| Restricted cash | 3,652 | 7,861 |
| Short-Term investments | 81,007 | 103,607 |
| Loans held for investment (net of allowance for credit losses of $2,712 and $2,251) | 720,547 | 723,333 |
| Other receivables, net | 2,691 | 4,092 |
| Property and equipment, net | 101 | 129 |
| Internal use software and other intangible assets, net | 4,260 | 4,636 |
| Derivative assets | 10,304 | — |
| Prepaid expenses and other assets | 988 | 749 |
| Write down of assets to fair value less cost to sell | (13,841) | — |
| Total assets of discontinued operations | $820,104 | $864,877 |
| Accounts payable and accrued expenses | $13,756 | $15,567 |
| Customer deposits | 728,974 | 762,984 |
| Derivative liabilities | 7,915 | 1,627 |
| Other liabilities | 6,640 | — |
| Total liabilities of discontinued operations | $757,285 | $780,178 |
The following table represents the results of operations of Birmingham Bank, which have been classified as discontinued operations in the condensed consolidated statements of operations and comprehensive loss for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Revenues: | ||||
| Other revenue | $(8) | $(306) | (18) | 284 |
| Net interest income | ||||
| Interest income | 11,008 | 9,183 | 33,693 | 17,634 |
| Interest expense | (7,868) | (6,559) | (24,528) | (12,916) |
| Net interest income | 3,140 | 2,624 | 9,165 | 4,718 |
| Total net revenues from discontinued operations | 3,132 | 2,318 | 9,147 | 5,002 |
| Expenses: | ||||
| Compensation and benefits | 3,301 | 3,441 | 9,405 | 9,797 |
| General and administrative | 1,288 | 1,061 | 3,328 | 2,920 |
| Technology | 636 | 547 | 1,861 | 1,621 |
| Marketing and advertising | 2 | 11 | 17 | 45 |
| Depreciation and amortization | 301 | 266 | 868 | 716 |
| Other expenses (income) | (1,648) | (772) | 14,646 | 630 |
| Total expenses from discontinued operations | 3,880 | 4,554 | 30,125 | 15,729 |
| Net loss before income tax expense discontinued operations | (748) | (2,236) | (20,978) | (10,727) |
| Income tax benefit | (13) | — | (154) | — |
| Net loss discontinued operations | $(735) | $(2,236) | $(20,824) | $(10,727) |
| Loss per share attributable to common stockholders, basic and diluted: | ||||
| Net loss from discontinued operations | $(0.04) | $(0.14) | $(1.15) | $(0.70) |
| Weighted average common shares outstanding — basic and diluted | 18,998,006 | 15,263,321 | 18,030,251 | 15,223,492 |
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Net cash provided by (used in) operating activities-discontinued operations | $6,085 | $(18,119) |
| Net cash provided by (used in) investing activities-discontinued operations | 17,323 | (579,680) |
| Net cash (used in)/provided by financing activities | (34,010) | 607,740 |
- Revenue
Revenue— Revenue presented in this note reflects continuing operations and excludes amounts related to discontinued operations (See Note 3 for additional details). Revenue from contracts with customers under ASC 606 primarily consists of broker, real estate, settlement and insurance service revenue. Other revenue presented in the condensed consolidated statements of operations, including gains on sales of mortgage loans and interest income, is accounted for under other applicable U.S. GAAP. The Company disaggregates its revenue from contracts with customers based on the nature of the underlying service, as described below.
Gain on loans, net consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Gain on sale of loans, net | $41,498 | $36,249 | $136,416 | $91,542 |
| Broker revenue | 1,679 | 1,608 | 4,560 | 5,114 |
| Loan repurchase reserve (provision)/recovery | (1,334) | (1,436) | (2,844) | 1,113 |
| Total gain on loans, net | $41,843 | $36,421 | $138,132 | $97,769 |
Other revenue consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| International lending revenue | $17 | $1,534 | $79 | $4,936 |
| Insurance services | 483 | 587 | 1,631 | 2,085 |
| Real estate services | 194 | 465 | 692 | 1,564 |
| Other revenue | 174 | 497 | 702 | 1,238 |
| Total other revenue | $868 | $3,083 | $3,104 | $9,823 |
Net interest income consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Interest income | ||||
| Mortgage interest income | $7,954 | $7,075 | $22,582 | $21,298 |
| Interest income from investments | 656 | 597 | 1,645 | 2,525 |
| Total interest income | 8,610 | 7,672 | 24,227 | 23,823 |
| Interest expense | ||||
| Warehouse interest expense | (6,199) | (5,627) | (18,128) | (14,142) |
| Other interest expense (1) | (4) | — | (18) | (1,711) |
| Total interest expense | (6,203) | (5,627) | (18,146) | (15,853) |
| Total net interest income | $2,407 | $2,045 | $6,081 | $7,970 |
(1) The 2025 amount primarily consists of interest on Convertible Notes, see Note 10 for more details.
- Mortgage Loans Held for Sale and Warehouse Lines of Credit
The Company has the following outstanding warehouse lines of credit:
| (Amounts in thousands) | Maturity | Facility Size | September 30, 2026 | December 31, 2025 |
|---|---|---|---|---|
| Funding Facility 1 (1) | March 2, 2027 | $150,000 | $61,431 | $81,423 |
| Funding Facility 2 (2) | January 21, 2027 | 350,000 | 184,039 | 117,499 |
| Funding Facility 3 (3) | April 5, 2027 | 350,000 | 113,670 | 212,940 |
| Total warehouse lines of credit | $850,000 | $359,140 | $411,862 |
(1)Interest charged under the facility is at the 30-day term SOFR plus 1.85% -2.15%. 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% -3.75%. 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 September 30, 2026, the Company was in compliance with this requirement.
(3)Interest charged under the facility is at the daily simple SOFR plus 1.70% -2.45%. There isno cash collateral deposit maintained as of September 30, 2026.
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:
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Funding Facility 1 | $64,571 | $89,483 |
| Funding Facility 2 | 203,749 | 129,515 |
| Funding Facility 3 | 126,062 | 226,822 |
| Total LHFS pledged as collateral | 394,382 | 445,820 |
| Company-funded LHFS | 8,690 | 6,197 |
| Company-funded HELOC | 8,154 | 7,308 |
| Total LHFS | 411,226 | 459,325 |
| Fair value adjustment | 416 | 7,356 |
| Total LHFS at fair value | $411,642 | $466,681 |
For the nine months ended September 30, 2026, the Company recognized net gains of $0.4 million 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 and nine months ended September 30, 2026, were approximately 32 days and 30 days, respectively. This is defined as the average days between funding and sale for loans funded during each period. As of September 30, 2026 and December 31, 2025, the unpaid principal balance of loans that were either 90 days past due or non-performing was $4.5 million and $2.4 million, respectively. As of September 30, 2026 and December 31, 2025, loans on non-accrual status were immaterial.
For the nine months ended September 30, 2026 and 2025, the weighted average interest rate for the warehouse lines of credit was 5.65% and 6.08%, 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 September 30, 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 condensed consolidated balance sheets. The Company was in compliance with all financial covenants under the warehouse lines as of September 30, 2026.
- Loans Held for Investment
The Company’s loans held for investment primarily consist of buy-to-let property loans, which finance properties purchased for rental to tenants. These loans represented 99.9% of the portfolio as of both September 30, 2026 and December 31, 2025. As of September 30, 2026, the Company’s loans held for investment continue to be 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:
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Property - Buy to Let | $744,237 | $736,807 |
| Other | 175 | 544 |
| Deferred fees, net | (11,067) | (13,713) |
| Fair value hedge basis adjustment | (10,086) | 1,946 |
| Allowance for credit losses | (2,712) | (2,251) |
| Total Loans Held for Investment, net | $720,547 | $723,333 |
The following table presents the activity in the allowance for credit losses related to loans held for investment:
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Balance at beginning of period | $(2,251) | $(1,667) |
| Provision for credit losses | (487) | (555) |
| Effect of foreign currency exchange rate changes | 26 | (101) |
| Balance at end of period | $(2,712) | $(2,323) |
Accrued interest receivable on loans receivable totaled$1.3 million and $1.0 million, respectively, as of September 30, 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 September 30, 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 each of the nine months ended September 30, 2026 and 2025.
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 September 30, 2026, two loans were on non-accrual status. Upon placement on non-accrual status, the Company ceased accruing interest income on the loan. As of December 31, 2025, there were no loans that were placed on non-accrual status.
Loans are considered past due when two or more scheduled interest payments have not been received by their contractual due dates. As of September 30, 2026, three loans held for investment, with a total unpaid principal balance of $4.1 million past due. The Company had recorded an allowance for credit losses of $0.4 million related to these loans. Two loans held for investment, with an aggregate amortized cost basis of $1.6 million, were between 105 to 360 days past due and on non-accrual status. The Company discontinued accruing interest on these loan when it became 90 days past due and when management determined collectability was in question. One loan held for investment, with an aggregate amortized cost basis of $2.5 million, was 60 days past due and continued to accrue interest. As of December 31, 2025, there was animmaterial 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 September 30, 2026 and December 31, 2025, there wasone loan with a total unpaid balance of approximately $2.5 million in which formal foreclosure proceedings were in process. The Company had recorded an allowance for credit loss of $0.3 million as of September 30, 2026.
During each of the three and nine months ended September 30, 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 amounts presented by year of origination exclude fair value hedge accounting basis adjustments, which are presented separately above:
| September 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total |
| Property - Buy to Let | |||||||
| 0-20 Months | $— | $— | $— | $— | $— | $— | $— |
| 21-40 Months | — | — | 224 | — | — | — | 224 |
| Over 40 Months | 26,123 | 594,545 | 111,512 | 766 | — | — | 732,946 |
| Total | $26,123 | $594,545 | $111,736 | $766 | $— | $— | $733,170 |
| Other | |||||||
| 0-20 Months | $— | $— | $— | $— | $168 | $7 | $175 |
| 21-40 Months | — | — | — | — | — | — | — |
| Over 40 Months | — | — | — | — | — | — | — |
| Total | $— | $— | $— | $— | $168 | $7 | $175 |
| Total | $26,123 | $594,545 | $111,736 | $766 | $168 | $7 | $733,345 |
| December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total |
| Property - Buy to Let | |||||||
| 0-20 Months | $— | $— | $— | $— | $— | $— | $— |
| 21-40 Months | — | 226 | — | — | — | — | 226 |
| Over 40 Months | 605,424 | 116,675 | 769 | — | — | — | 722,868 |
| Total | $605,424 | $116,901 | $769 | $— | $— | $— | $723,094 |
| Other | |||||||
| 0-20 Months | $— | $— | $— | $406 | $125 | $— | $531 |
| 21-40 Months | — | — | 13 | — | — | — | 13 |
| Over 40 Months | — | — | — | — | — | — | — |
| Total | $— | $— | $13 | $406 | $125 | $— | $544 |
| Total | $605,424 | $116,901 | $782 | $406 | $125 | $— | $723,638 |
- Goodwill and Internal Use Software and Other Intangible Assets, Net
Changes in the carrying amount of goodwill, net consisted of the following:
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Balance at beginning of period | $10,995 | $23,615 |
| Goodwill impairment | — | (488) |
| Reclassification of discontinued operations goodwill to assets held for sale | — | (13,518) |
| Effect of foreign currency exchange rate changes | — | 1,386 |
| Balance at end of period | $10,995 | $10,995 |
No impairment of goodwill was recognized for the three and nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company recorded goodwill impairment charges of$0.5 million related to an entity that was subsequently sold during 2025, and was included within other expense (income) in the condensed consolidated statements of operations and comprehensive loss. Accordingly, there were no accumulated goodwill impairment losses as of September 30, 2026 and 2025. 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:
| As of September 30, 2026 | ||||
|---|---|---|---|---|
| (Amounts in thousands, except useful lives) | Weighted Average Useful Lives (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value |
| Intangible assets with finite lives | ||||
| Internal use software and website development | 3.0 | $164,678 | $(149,031) | $15,647 |
| Intellectual property and other | 5.0 | 1,696 | (1,657) | 39 |
| Total Intangible assets with finite lives, net | 166,374 | (150,688) | 15,686 | |
| Intangible assets with indefinite lives | ||||
| Domain name | 1,820 | — | 1,820 | |
| Total Internal use software and other intangible assets, net | $168,194 | $(150,688) | $17,506 | |
| As of December 31, 2025 | ||||
|---|---|---|---|---|
| (Amounts in thousands, except useful lives) | Weighted Average Useful Lives (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value |
| Intangible assets with finite lives | ||||
| Internal use software and website development | 3.0 | $156,482 | $(141,092) | $15,390 |
| Intellectual property and other | 5.0 | 1,697 | (1,558) | 139 |
| Total Intangible assets with finite lives, net | 158,179 | (142,650) | 15,529 | |
| Intangible assets with indefinite lives | ||||
| Domain name | 1,820 | — | 1,820 | |
| Total Internal use software and other intangible assets, net | $159,999 | $(142,650) | $17,349 | |
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 $2.6 million and $2.8 million in internal use software and website development costs during the three months ended September 30, 2026 and 2025, respectively. Internal use software and website development costs during the three months ended September 30, 2026 and 2025 had a weighted-average amortization period of 3.0 years. Included in capitalized internal use software and website development costs are $0.4 million and $0.3 million of stock-based compensation costs for the three months ended September 30, 2026 and 2025, respectively. Amortization expense totaled $2.6 million and $3.1 million during the three months ended September 30, 2026 and 2025, respectively. For the three months ended September 30, 2026 and 2025, no impairment was recognized relating to intangible assets.
The Company capitalized $8.2 million and $8.4 million in internal use software and website development costs during the nine months ended September 30, 2026 and 2025, respectively. Included in capitalized internal use software and website development costs were $1.5 million and $1.0 million of stock-based compensation costs for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense totaled $8.0 million and $9.4 million during the nine months ended September 30, 2026 and 2025, respectively.
Amortization expense related to intangible assets as of September 30, 2026 is expected to be as follows:
| (Amounts in thousands) | Total |
|---|---|
| 2026 (remaining) | $2,380 |
| 2027 | 7,897 |
| 2028 | 4,551 |
| 2029 | 858 |
| Total | $15,686 |
- Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following:
| As of September 30, | As of December 31, | |
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| Prepaid expenses | $12,185 | $11,786 |
| Tax receivables | 6,590 | 6,242 |
| Security deposits | 9,664 | 8,763 |
| Prefunded loans in escrow | 5,089 | 352 |
| Total prepaid expenses and other assets | $33,528 | $27,143 |
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 additional information.
The Company’s prepaid expenses and other assets include investments in non-affiliates. During the three months ended September 30, 2026, the Company recognized an impairment charge of $1.5 million related to a non-affiliated company investment. The investment’s carrying value was $0.4 million and $1.9 million as of September 30, 2026 and December 31, 2025, respectively.
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.
- 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 September 30, 2026 and December 31, 2025, customer deposits continue to be 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 September 30, 2026 and December 31, 2025 was $729.0 million and $763.0 million, respectively.
The following tables present average balances and weighted average rates paid on deposits for the periods indicated:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| (Amounts in thousands) | Average Balance | Average Rate Paid | Average Balance | Average Rate Paid |
| Notice | $127,435 | 3.63% | $142,461 | 3.71% |
| Term | 574,631 | 4.21% | 470,405 | 4.44% |
| Savings | 25,142 | 2.38% | 147 | 2.70% |
| Total deposits | $727,208 | 3.41% | $613,013 | 3.62% |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| (Amounts in thousands) | Average Balance | Average Rate Paid | Average Balance | Average Rate Paid |
| Notice | $135,904 | 3.53% | $90,298 | 3.74% |
| Term | 588,106 | 4.29% | 319,129 | 4.58% |
| Savings | 26,285 | 2.43% | 371 | 2.31% |
| Total deposits | $750,295 | 3.42% | $409,798 | 3.54% |
The following table presents maturities of customer deposits:
| (Amounts in thousands) | As of September 30, 2026 |
|---|---|
| Demand deposits | $160,641 |
| Maturing In: | |
| Remainder of 2026 | 10,945 |
| 2027 | 247,925 |
| 2028 | 163,478 |
| 2029 | 41,399 |
| 2030 | 102,665 |
| Thereafter | 1,921 |
| Total | $728,974 |
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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Notice | $1,381 | $1,485 | $4,542 | $2,798 |
| Term | 6,464 | 5,068 | 19,927 | 10,112 |
| Savings | 23 | 6 | 59 | 6 |
| Total Interest Expense | $7,868 | $6,559 | $24,528 | $12,916 |
Deposits are for U.K. banking clients and are protected up to £120 thousand ($159 thousand)per eligible person by the Financial Services Compensation Scheme in the U.K. As of September 30, 2026, $173.8 million of customer deposits exceeded the applicable protected amount.
- Senior Notes
Convertible Notes—As a result of the April 2025 Note Exchange described below, all Convertible Notes (as defined below) were extinguished. Accordingly, there wasno outstanding balance as of September 30, 2026 or December 31, 2025, andno interest expense was recognized for the three and nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, the Company recordedno interest expense and $1.7 million of interest expense, respectively, related to the Convertible Notes. The interest expense represents amounts incurred 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 “Convertible 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 Convertible Notes and the Investor forfeited any accrued and unpaid interest in respect of the Convertible 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 included the estimated maximum future cash payments required under the contingent payment provisions in the carrying amount of the restructured debt.
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 September 30, 2026 and December 31, 2025, the carrying amount of the Senior Notes was$198.8 millionon 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. Since July 18, 2025, 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.
- 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 Company’s founder, former Chief Executive Officer and a member of the Board, 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. 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 incurred expenses of $0.5 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, which are included within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company incurred expenses of $1.2 million and $0.7 million for the nine months ended September 30, 2026 and 2025, respectively, and had a payable of $0.5 million and $0.1 million as of September 30, 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 September 30, 2026 and December 31, 2025, the Company had $1.7 million and $2.5 million, respectively, 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 Company’s founder, former Chief Executive Officer and a member of the Board, which provide services to the Company varying from data analytics to information technology support services. For the three and nine months ended September 30, 2026, the Company recorded $0.1 million and $0.2 million, respectively, in relation to these services. For both the three and nine months ended September 30, 2025, the Company recorded an immaterial amount in relation to these services. These expenses are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.
Consent Solicitation–Related Expense Reimbursement - In connection with the consent solicitation initiated by Mr. Garg and certain of his affiliates during the third quarter of 2026, the Company, with the consent of the Board, agreed to reimburse Mr. Garg and certain of his affiliates for specified expenses incurred in connection with that solicitation and related litigation. These expenses related to legal, consent-solicitation and public-relations services provided to Mr. Garg and certain of his affiliates. 1/0 Capital LLC provided legal services to Mr. Garg, and the other affiliated entities incurred third-party costs.
As a result of the consent solicitation initiated by Mr. Garg and certain of his affiliates during the quarter ended September 30, 2026, companies affiliated with Mr. Garg, 1/0 Capital LLC and companies hired by affiliates of Mr. Garg provided services related to the consent solicitation. These services included legal, consent solicitation and public relations advice. For the three and nine months ended September 30, 2026, the Company recorded $5.5 million and $5.5 million, respectively, in relation to those services. As of September 30, 2026, and December 31, 2025, the Company included a payable accrual of $5.5 million and an immaterial amount 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.
- 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, including attorneys’ fees and related costs, are accounted for as they are incurred.
Since the third quarter of 2020, the Company regularly has been the subject of employee-related labor disputes, including disputes alleging that the Company failed to pay certain employees for overtime and has violated, or 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. As part of the disputes and other similar types of legal matters, the Company included an estimated liability of $6.7 million and $6.7 million, as of September 30, 2026 and December 31, 2025, respectively, which is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. During the nine months ended September 30, 2026, changes in the liability included settlements totaling $0.2 million. The Company also recorded additional accruals of $0.2 million related to certain other employment matters, which were included within general and administrative expense on the condensed consolidated statement of operations and comprehensive loss. In addition, on July 1, 2026, the parties in Dominguez v. Better Mortgage Corporation, one such dispute alleging failure to pay employees for overtime in the State of California filed for approval of a settlement agreement, under which Better would pay a class settlement amount of $6.7 million, which is included in the Company's estimated liability as of September 30, 2026. If approved, under the terms of the settlement, the payment would not be due before January 8, 2027.
On December 2, 2024, Luminate Home Loans, Inc. filed an action in the U.S. District Court for the Southern District of California against the Company and certain current employees. The complaint alleges, among other things, misappropriation of trade secrets and confidential information and solicitation of employees in connection with the Company’s retail mortgage business. The Company disputes the allegations. During the three months ended September 30, 2026, the Company recorded an accrual of $1.2 million related to this matter, which is included in accrued expenses. The matter remains pending.
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 September 30, 2026 and December 31, 2025, the Company included an estimated liability of $0.7 million and $5.1 million, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets. During the three months ended September 30, 2026, the Company recorded a reduction in the liability 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 nine months ended September 30, 2026, the Company recorded a net reduction in the liability for these potential TRID defects of $4.4 million, which is included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2026, the Company recordedno relief of the liability due to payments to customers.
For the three and nine months ended September 30, 2025, the Company recorded an additional accrual of $0.1 million and a reduction in the liability of $0.7 million for these potential TRID defects, respectively, which are included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2025, the Company had relief of the liability due to payments to customers in the amount ofnone and $0.8 million, respectively. 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 September 30, 2026, the Company had four loan purchasers that respectively accounted for 30%,11%,11% and 10% of loans sold by the Company. During the three months ended September 30, 2025, the Company had three loan purchasers that accounted for 39%,12%, and 11% of loans sold by the Company. During the nine months ended September 30, 2026, the Company had three loan purchasers that respectively accounted for 25%,12% and 11% of loans sold by the Company. During the nine months ended September 30, 2025, the Company had three loan purchasers that accounted for 36%,12% and 10% 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 September 30, 2026, the Company originated 11% 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 September 30, 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 condensed consolidated balance sheet, as they are being held on behalf of the borrower or customer. The balance in these accounts as of September 30, 2026 and December 31, 2025, was $0.6 million and $0.2 million, respectively, and are included within escrow payable and other customer accounts on the condensed consolidated balance sheets.
- 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 September 30, 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. All counterparties are over-the-counter (“OTC”) and subject to credit support arrangements (“CSA”) that require the posting or receipt of cash collateral based on changes in the fair value of derivative positions on a daily basis. Refer to Note 15 for further information on collateral posted or received related to these derivative instruments. Accordingly, the Company's counterparty credit exposure is substantially mitigated by these contractual margining arrangements.
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 $5.2 million (16 loans) and $6.6 million (26 loans) in unpaid principal balance of loans during the three months ended September 30, 2026 and 2025, respectively, related to its loan repurchase obligations. The Company repurchased $11.3 million (40 loans) and $10.7 million (41 loans) in unpaid principal balance of loans during the nine months ended September 30, 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 condensed consolidated statements of operations and comprehensive loss. The following presents the activity of the Company’s loan repurchase reserve:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Loan repurchase reserve at beginning of period | $4,079 | $4,311 | $4,268 | $7,523 |
| Provision/(recovery) | 1,334 | 1,436 | 2,844 | (1,113) |
| Charge-offs | (950) | (1,572) | (2,649) | (2,235) |
| Loan repurchase reserve at end of period | $4,463 | $4,175 | $4,463 | $4,175 |
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.
- 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:
| (Amounts in thousands, except for share and per share amounts) · Three Months Ended September 30, · Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Basic net loss per share: | ||||||
| Net loss from continuing operations | $(35,813) | $(36,889) | $(116,628) | $(115,225) | ||
| Net loss from discontinued operations | (735) | (2,236) | (20,824) | (10,727) | ||
| Net loss | $(36,548) | $(39,125) | $(137,452) | $(125,952) | ||
| Shares used in computation: | ||||||
| Weighted average common shares outstanding | 18,998,006 | 15,263,321 | 18,030,251 | 15,223,492 | ||
| Diluted weighted-average common shares outstanding | 18,998,006 | 15,263,321 | 18,030,251 | 15,223,492 | ||
| Net loss per share attributable to common stockholders, basic and diluted: | ||||||
| Net loss from continuing operations | $(1.89) | $(2.42) | $(6.47) | $(7.57) | ||
| Net loss from discontinued operations | (0.04) | (0.14) | (1.15) | (0.70) | ||
| Net loss | $(1.93) | $(2.56) | $(7.62) | $(8.27) | ||
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:
| Nine Months Ended September 30, | ||
|---|---|---|
| (Amounts in thousands) | 2026 | 2025 |
| RSUs and Options to purchase common stock (1) | 2,145 | 1,481 |
| Public Warrants (1)(2) | 3,733 | 3,733 |
| Private Warrants (1)(2) | 6,075 | 6,075 |
| Sponsor locked-up shares (1) | 14 | 14 |
| Total | 11,967 | 11,303 |
(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.
- Fair Value Measurements
The Company’s financial instruments measured at fair value on a recurring basis are summarized below. As of September 30, 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.
| September 30, 2026 | ||||
|---|---|---|---|---|
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total |
| Mortgage loans held for sale, at fair value | $— | $411,642 | $— | $411,642 |
| Derivative assets, at fair value (1) | — | 3,623 | 1,103 | 4,726 |
| Total Assets | $— | $415,265 | $1,103 | $416,368 |
| Derivative liabilities, at fair value (1) | $— | $— | $383 | $383 |
| Warrants and equity related liabilities, at fair value (2) | 705 | 578 | — | 1,283 |
| Total Liabilities | $705 | $578 | $383 | $1,666 |
| December 31, 2025 | ||||
|---|---|---|---|---|
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total |
| Mortgage loans held for sale, at fair value | $— | $466,681 | $— | $466,681 |
| Derivative assets, at fair value (1) | — | — | 4,210 | 4,210 |
| Total Assets | $— | $466,681 | $4,210 | $470,891 |
| Derivative liabilities, at fair value (1) | $— | $554 | $250 | $804 |
| Warrants and equity related liabilities, at fair value (2) | 668 | 808 | — | 1,476 |
| Total Liabilities | $668 | $1,362 | $250 | $2,280 |
(1)As of September 30, 2026, derivative assets and liabilities represent both IRLCs and forward sale commitments. 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-Scholes-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 September 30, 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 $5.4 million and $10.4 million of IRLCs during the three months ended September 30, 2026 and 2025, respectively. The Company had purchases/issuances of approximately $28.7 million and $29.2 million of IRLCs during the nine months ended September 30, 2026 and 2025, respectively.
The number of days from the date of the IRLC to expiration of the rate lock commitment outstanding as of September 30, 2026 was approximately 42 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.
The following table summarizes the net gains (losses) on derivative financial instruments and are included in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| IRLCs | $(2,644) | $(927) | $(3,241) | $3,023 |
| Forward sale commitments(1) | 6,796 | (1,428) | 10,430 | (4,618) |
| Total net gains (losses) | $4,152 | $(2,355) | $7,189 | $(1,595) |
(1)Includes unrealized gains related to the changes in fair value of $6.2 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively. Includes unrealized gains/(losses) related to the changes in fair value of $11.8 million and$1.6 million for the nine months ended September 30, 2026 and 2025, respectively.
The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows:
| (Amounts in thousands) · Notional Value · Derivative Asset · Derivative Liability | |||||
|---|---|---|---|---|---|
| Derivatives not designated as hedging instruments: | |||||
| IRLCs | $115,839 | $1,103 | $383 | ||
| Forward commitments | $152,000 | 3,623 | — | ||
| Total | $4,726 | $383 | |||
| Derivatives not designated as hedging instruments: | |||||
| IRLCs | $271,373 | $4,210 | $250 | ||
| Forward commitments | $286,000 | — | 554 | ||
| $4,210 | $804 | ||||
| Derivatives designated as hedging instruments: | |||||
| Interest rate swaps | $268,768 | $— | $1,627 | ||
| Total | $4,210 | $2,431 | |||
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 September 30, 2026, these interest rate swaps are included within assets of discontinued operations 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 assets" 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 Acquisition Corp. 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 observable inputs representing Level 2 measurements within the fair value hierarchy.
Private and Public Warrants—As of September 30, 2026 and December 31, 2025, the aggregate fair value of the Private Warrants and Public Warrants was approximately $1.2 million for each period, 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 September 30, 2026 and 2025, was a gain of $0.7 million and a loss of $5.2 million, respectively, and is included in other expenses within the condensed consolidated statements of operations and comprehensive loss. The change in fair value of Warrants for the nine months ended September 30, 2026 and 2025, was an immaterial loss and a loss of $5.5 million, respectively, and is included in other expenses (income) 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 (income) in the condensed consolidated statements of operations and comprehensive loss. No amounts related to the 2026 Warrant remained outstanding as of September 30, 2026.
Sponsor Locked-up Shares—As of September 30, 2026 and December 31, 2025, the Company had a total of $0.1 million and $0.3 million, respectively, 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 resulted in gains of$0.2 million for both the three and nine months ended September 30, 2026, and losses of$0.4 million for both thethree and nine months ended September 30, 2025. These amounts are included inother expenses (income) 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 September 30, 2026 and December 31, 2025, Level 3 instruments include IRLCs. The following table presents the rollforward of Level 3 IRLCs:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Balance at beginning of period | $3,364 | $5,138 | $3,961 | $1,188 |
| Change in fair value of IRLCs, net | (2,644) | (927) | (3,241) | 3,023 |
| Balance at end of period | $720 | $4,211 | $720 | $4,211 |
The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements.
| September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands) | Gross Assets/Liabilities | Amounts Offset | Net Balance Sheet amount | Financial Collateral | Cash Collateral | Net Assets/Liabilities |
| Offsetting of Forward Commitments - Assets | $3,623 | $— | $3,623 | $— | $3,399 | $224 |
| Offsetting of Forward Commitments - Liabilities | $— | $— | $— | $— | $— | $— |
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands) | Gross Assets/Liabilities | Amounts Offset | Net Balance Sheet amount | Financial Collateral | Cash Collateral | Net Assets/Liabilities |
| Offsetting of Forward Commitments - Assets | $— | $— | $— | $— | $— | $— |
| Offsetting of Forward Commitments - Liabilities | $(554) | $— | $(554) | $— | $517 | $(37) |
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:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| (Amounts in dollars, except percentages) | Range | Weighted Average | Range | Weighted Average |
| Level 3 Financial Instruments: | ||||
| IRLCs | ||||
| Pull-through factor | 0.001% - 99.60% | 76.7% | 0.03% - 99.60% | 69.2% |
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:
| September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| (Amounts in thousands) | Fair Value Level | Carrying Amount | Fair Value | Carrying Amount | Fair Value |
| Cash and cash equivalents | Level 1 | $77,492 | $77,492 | $79,357 | $79,357 |
| Restricted cash | Level 1 | $12,928 | $12,928 | $8,926 | $8,926 |
| Short-term investments | Level 1 | $81,007 | $81,004 | $103,607 | $103,849 |
| Loans held for investment | Level 3 | $723,258 | $735,025 | $725,584 | $745,367 |
| Warehouse lines of credit | Level 2 | $359,140 | $359,140 | $411,862 | $411,862 |
| Escrow Payable | Level 2 | $639 | $639 | $172 | $172 |
| Senior Notes | Level 3 | $198,802 | $123,151 | $198,802 | $135,916 |
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.
- Income Taxes
On a consolidated basis, the Company recorded total income tax benefit of $1.3 million and income tax expense of $0.4 million from income from continuing operations for the nine months ended September 30, 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, on income from continuing operations, of 1.11% for the nine months ended September 30, 2026, changed from (0.33)% for the nine months ended September 30, 2025. The income tax benefit for the nine months ended September 30, 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 3-year cumulative loss position as of September 30, 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.
- 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). Accordingly, the Company hasone reportable segment, Home Finance, for all 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 chief operating decision maker ("CODM"), the Founder and Head of Platform, Product, and Innovation, evaluates segment performance and allocates resources based on consolidated net loss from continuing operations, as presented in the condensed consolidated statements of operations and comprehensive loss. The CODM also reviews consolidated assets and significant expense categories presented in the condensed consolidated financial statements when evaluating performance and allocating resources. Prior-period segment information has been recast to conform to the current presentation.
- Stockholders' Equity
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.
Issuance of common stock—During the second quarter of 2026, the Company completed 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. The Company incurred offering costs of $0.4 million in connection with the issuance.
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 pursuant to separate sales agreements (each, a “Sales Agreement” and collectively, the “Sales Agreements”) with Cantor Fitzgerald & Co. and BTIG, LLC (each an “Agent” and collectively, the “Agents”). Under the Sales Agreements, the Company may offer and sell shares of its Class A common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $75.0 million, from time to time, in “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, through the Agents acting as sales agents or principals. Sales of Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. Each Agent is entitled to a commission of 2.0% of the gross sales price of Shares sold through such Agent under its Sales Agreement. The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-287335), which was declared effective by the SEC on June 6, 2025, and the related prospectus supplement dated September 26, 2025.
During the nine months ended September 30, 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. During the three months ended September 30, 2026, the Company didnot issue any common stock under the ATM Program.
- 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 |
| Stock-based compensation expense | $2,679 | $4,271 | $41,059 | $12,556 |
Of the total stock-based compensation expense, $0.3 million and $28.6 million is related to performance stock units (“PSUs”) awarded to employees and non-employee directors that include a revenue-based and market‑based vesting conditions for the three and nine months ended September 30, 2026, respectively. The compensation expense related to these PSUs is recognized over the vesting period when the achievement of the performance conditions becomes probable, which was deemed to be during the first quarter of 2026. Stock-based compensation expense excludes $0.4 million and $0.3 million of stock-based compensation expense for the three months ended September 30, 2026 and 2025, which was capitalized (see Note 7).
Stock-based compensation expense excludes $1.5 million and $1.0 million of stock-based compensation expense for the nine months ended September 30, 2026 and 2025, respectively, which was capitalized (see Note 7 for further details).
- 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, through Better Mortgage Corporation, is required to meet certain minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, FMCC and FNMA. The most restrictive applicable minimum net worth requirement was approximately $85.0 million, and Better Mortgage Corporation’s adjusted tangible net worth was approximately$104.5 million. As of September 30, 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 requirements as of September 30, 2026.
- Subsequent Events
The Company evaluated subsequent events from the date of the condensed consolidated balance sheets of September 30, 2026 through the date of the release of financial statements, and has determined that there have been no subsequent events that require recognition or disclosure in the condensed consolidated financial statements except as described below.
On October 5, 2026, the Company voluntarily dismissed with prejudice the complaint it filed against Vishal Garg on August 18, 2026 in the United States District Court for the Southern District of New York. The dismissal occurred after September 30, 2026 and has not been reflected in the condensed consolidated financial statements as of that date.
On October 5, 2026, changes in the composition of the Company’s Board of Directors left the Board without an independent majority and resulted in vacancies on the Audit Committee. The governance changes had no direct financial effect on those financial statements.
On October 7, 2026, the Delaware Court of Chancery entered an order dismissing without prejudice the Chancery Action brought by Vishal Garg against the members of the Board other than Mr. Garg. The dismissal followed Mr. Garg’s October 6, 2026 notice of voluntary dismissal and a stipulation and proposed order filed by Mr. Garg and the Company on October 7, 2026. The dismissal did not involve a payment, settlement, or monetary award to or by the Company, and no adjustment has been made to the condensed consolidated financial statements as of September 30, 2026.
On October 8, 2026, the Board of Directors authorized a program to repurchase up to $30 million of the Company’s Class A common stock through open-market purchases. The program expires on October 8, 2027, and does not require the Company to repurchase any shares. Through the date these financial statements were issued, the Company had purchased $9.3 millions under the program. The authorization occurred after September 30, 2026 and has not been reflected in the condensed consolidated financial statements as of that date.
On October 13, 2026, the Company received written notice from Nasdaq that it was not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board of Directors to be independent, and Listing Rule 5605(c)(2), which requires the audit committee to have at least three members, each of whom is independent. Nasdaq provided the Company until November 27, 2026, to submit a plan to regain compliance. As of November 9, 2026, the Company intends to submit a plan by that date and to take actions to regain compliance. Any compliance plan and related cure period are subject to Nasdaq’s review and determination. If the Company does not regain compliance within the applicable period, Nasdaq could take action that may result in delisting of the Company’s Class A common stock, which could adversely affect the stock’s liquidity and market price and the Company’s access to capital markets. The notice was received after September 30, 2026 and has not resulted in an adjustment to amounts recognized in the September 30, 2026 condensed consolidated financial statements. The Company cannot currently estimate the financial effect, if any, of the notice or the outcome of its compliance plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.