Better Home & Finance Holding Co

From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business.

Securities Litigation

On September 21, 2026, a putative securities class action lawsuit captioned Gastwirt v. Better Home & Finance Holding Company, et al., No. 1:26-cv-08219 was filed in the United States District Court for the Southern District of New York. The complaint names as defendants the Company; Vishal Garg, the Company’s former Chief Executive Officer; and Loveen Advani, the Company’s Chief Financial Officer. The complaint purports to be brought on behalf of a class of all persons and entities that purchased or otherwise acquired the Company’s securities between March 13, 2026 and May 7, 2026.

The complaint alleges that the defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 under the Exchange Act, by making materially false and misleading statements, and failing to disclose material adverse facts, about the Company's business, operations and prospects. The challenged statements concern the Company's financial results and guidance, its loan conversion trends, and its target of $1.0 billion in monthly loan volume by the end of May 2026. The complaint also alleges that the individual defendants are liable under Section 20(a) of the Exchange Act as control persons. The plaintiff seeks class certification; unspecified compensatory damages, including interest; reasonable costs and expenses, including counsel and expert fees; and other relief.

Consent Solicitation Related Litigation

On August 18, 2026, the Company filed a complaint against Mr. Garg in the United States District Court for the Southern District of New York, captioned Better Home & Finance Holding Company v. Vishal Garg, Case No. 1:26-cv-07025 (S.D.N.Y.) (the “Complaint”).

The Complaint alleged that Mr. Garg violated Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by forming a group with other stockholders for the purpose of acquiring, holding and voting the Company’s equity securities, and by failing to file a Schedule 13D disclosing the group’s existence, membership, holdings, arrangements and plans. The Complaint also alleged that Mr. Garg violated Section 14(a) of the Exchange Act and Rule 14a-3 thereunder by soliciting stockholders without first filing a consent solicitation statement with the SEC, and that he violated Rule 14a-9 by making materially false or misleading statements and omitting material information.

On October 5, 2026, the Complaint was voluntarily dismissed with prejudice.

On August 25, 2026, Mr. Garg commenced an action in the Court of Chancery of the State of Delaware against the Company, each member of the Board at the time other than Mr. Garg, and Computershare (the “Chancery Action”), captioned Vishal Garg v. Better Home & Finance Holding Company et al., Case No. 2026-1112-LWW (Del. Ch.). Mr. Garg’s complaint in the Chancery Action asserted claims for breaches of fiduciary duty against the Company’s then directors (other than Mr. Garg) in connection with their formation of a special committee of the Board (the “Special Committee”) and the Special Committee’s adoption of a Shareholder Rights Plan dated August 20, 2026, as well as claims for declaratory judgment that the Shareholder Rights Plan and Special Committee were legally invalid.

On October 6, 2026, Mr. Garg filed a Notice of Voluntary Dismissal against the members of the Board other than Mr. Garg and on October 7, 2026, Mr. Garg and the Company filed a Stipulation and Proposed Order of Dismissal, which was entered by the Court that same day. The Chancery Action has now been dismissed without prejudice.

Regardless of outcome, such proceeding or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors and there can be no assurances that favorable outcomes will be obtained.