Better Home & Finance Holding Co

We are subject to various risks and uncertainties in the course of our business. For a discussion of these risks, please see the section entitled “Risk Factors” in Part I, Item 1A. in the 2025 Annual Report. Other than as described below and in Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and June 30, 2026 which risk factors are incorporated herein by reference, there have been no material changes to the risk factors disclosed therein.

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

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

On August 3, 2026, our founder, Vishal Garg, stepped down as Chief Executive Officer, and our Board of Directors appointed Daniel Lewis as Interim Chief Executive Officer. On August 27, 2026, Mr. Garg launched a consent solicitation seeking to remove, without cause, five (5) of the eight (8) current directors of the Company, including Mr. Lewis. On September 30, 2026, Mr. Garg and the other participants in his consent solicitation delivered to the Company written consents (the “Consents”) of stockholders representing a majority of the voting power of the Company’s outstanding common stock as of August 21, 2026, and removed from the Board without cause each of Mr. Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar, effective immediately. On October 1, 2026, Hugh Frater, also a director, resigned from the Board. On October 5, 2026, Mr. Garg, in his capacity as the sole remaining director of the Company following the removals and resignation described above, appointed Bing Gordon, Steven Sarracino, Paula Tuffin, the Company’s General Counsel, Chief Compliance Officer and Secretary, and Nicholas Calamari, an employee of the Company, to the Board to fill existing vacancies. Following these appointments, the Board removed Mr. Lewis as Interim Chief Executive Officer, effective immediately, and commenced a process to identify and appoint a successor Interim Chief Executive Officer.

Because Mr. Garg founded the Company and played a central role in shaping its strategy, operations and culture, his transition from the Chief Executive Officer role may create uncertainty regarding our strategic direction, business priorities and operational execution. In addition, the recent changes in our Board and the appointment of an interim Chief Executive Officer may also create uncertainty regarding our long-term leadership. This uncertainty could result in the loss of key personnel, disrupt execution of our business strategy, affect relationships with customers, business partners, employees and other stakeholders, or divert management’s attention from our business and operations.

We are not currently in compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), which could ultimately result in the delisting of our Class A common stock.

As previously disclosed, the Company received notice on October 13, 2026, from Nasdaq that the Company was not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of our Board of Directors be comprised of independent directors (the “Majority Independent Requirement”) and Nasdaq Listing Rule 5605(c)(2), which requires that the audit committee of the Board consist of at least three members, each of whom must be independent.

The notice from Nasdaq provides the Company with 45 calendar days, or until November 27, 2026, to submit a plan to regain compliance. We plan to submit a plan to regain compliance by this date and expect that, under Nasdaq rules, the Company will be eligible for a cure period to regain compliance with these requirements. We intend to take the actions necessary to restore compliance. If we are unable to regain compliance, including within any cure period that Nasdaq may grant, Nasdaq could take action that could ultimately result in the delisting of our Class A common stock, which could adversely affect its liquidity and market price and our access to the capital markets.