Better Home & Finance Holding (BETR) DEF 14ADefinitive proxy

Filed by the Registrant  ☒              

The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the 2024 Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the 2024 Annual Meeting are more fully described in the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Better Home & Finance.

The board of directors (the "Board") of Better Home & Finance Holding Company ("we", "us", "our", "Better", "Better Home & Finance" or the "Company") is soliciting proxies to be used at the 2024 annual meeting of stockholders (the "2024 Annual Meeting") to be held on the following date, at the following time and to be conducted in a "virtual meeting" format exclusively online, and with the following record date:

Only holders of record of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock”), at the close of business on April 8, 2024, will be entitled to vote at the 2024 Annual Meeting. You may vote with respect to the matters described in the Proxy Statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) or through the procedures described in the Proxy Statement.

Better Home & Finance principally operates a digital-first homeownership company with services including mortgage financing, real estate services, title and homeowners’ insurance. We offer a selection of loan products for home purchase and refinance, including cash-out refinance, debt consolidation and home equity lines of credit, across a range of maturities and interest rates as well as a suite of non-mortgage products, including real estate agent services offered by our network of third-party partner real estate agents and, through our insurance partners, title insurance and settlement services, and homeowners insurance.

On August 22, 2023, we consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the “Merger Agreement”), by and among Aurora Acquisition Corp. (“Aurora”), Better Holdco, Inc. (“Pre-Business Combination Better”), and Aurora Merger Sub I, Inc., formerly a wholly owned subsidiary of Aurora (“Merger Sub”). On that date, Merger Sub merged with and into Pre-Business Combination Better, with Pre-Business Combination Better surviving the merger (the “First Merger”) and Pre-Business Combination Better merged with and into Aurora, with Aurora surviving the merger and changing its name to “Better Home & Finance Holding Company” (referred to as “Better Home & Finance”) (such merger, the “Second Merger,” and together with the First Merger, the “Business Combination” and the completion thereof, the “Closing”). In connection with the Closing of the Business Combination, the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants to purchase shares of Class A Common Stock at an exercise price of $11.50 per share ("Warrants") began trading on the Nasdaq Global Market and Nasdaq Capital Market, respectively, under the ticker symbols “BETR” and "BETRW.” On March 13, 2024, the Company’s Class A Common Stock transferred listing from the Nasdaq Global Market to the Nasdaq Capital Market.

Unless otherwise indicated, references to “Better,” “Better Home & Finance,” the “Company,” “we,” “us,” “our” and other similar terms refer to (i) Pre-Business Combination Better and its consolidated subsidiaries prior to the Closing and (ii) Better Home & Finance and its consolidated subsidiaries following the Closing.

Our Corporate Governance and Nominations Committee and our Board have determined that each of the nominees possesses the right skills, qualifications and experience to oversee our long-term business strategy. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications and experience that contributed to the nominee’s selection as a member of our Board and nomination for re-election at our 2024 Annual Meeting, are set forth below.

Mr. Talwar has served as a member of our board of directors (the "Board") and our Chairman since the Closing. Mr. Talwar served as Chairman of the board of directors of Pre-Business Combination Better (the "Pre-Business Combination Better Board") from May 2022 until the Closing. He was most recently at Goldman Sachs, where he served as Chairman of the Consumer Business from January 2021 through December 2021 and Global Head of the Consumer Business from May 2015 to January 2021, leading the firm’s entry into the consumer space and helping to build Marcus by Goldman Sachs as the division’s head and first employee. Prior to Goldman Sachs, Mr. Talwar was President, U.S. Cards, at Discover Financial Services. He also worked at Citicorp/Citigroup for 15 years in various management roles. Mr. Talwar has served as a member of the board of directors of Mastercard Inc. since April 2022. In addition, Mr. Talwar has served as a member of the board of directors of KPMG U.S. since January 2024, a member of the board of directors of Apexon, a digital engineering services company, since 2022 and a member of the board of directors of Inveniam, a block chain company digitizing assets in private markets, since 2023. Mr. Talwar holds a B.A. in economics from Delhi University and an M.B.A. from the Indian Institute of Management, Ahmedabad. Mr. Talwar was selected to serve on the Board and as Chairman of the Board due to his strong background in direct-to-consumer financial businesses and experience building public companies.

Mr. Garg has served as a member of our Board and Chief Executive Officer of the Company since the Closing. Mr. Garg founded Pre-Business Combination Better and served as Chief Executive Officer of Pre-Business Combination Better from its inception in 2015 until the Closing. Since 1999, Mr. Garg has served as the founding partner of 1/0 Capital, an investment holding company focused on creating and investing in businesses within consumer finance, technology and digital marketing, and which is a significant stockholder of the Company. Before this, Mr. Garg was an entrepreneur in the consumer finance industry. Mr. Garg holds a B.S. in Finance and International Business from New York University. Mr. Garg was selected to serve on the Board due to, among other things, the perspective and experience he brings as our Chief Executive Officer and co-founder of Pre-Business Combination Better.

Mr. Massenet has served as a member of our Board since the Closing. Mr. Massenet served as Chief Executive Officer of Aurora and as an executive officer of Novator Capital Sponsor Ltd., a Cyprus limited liability company (the "Sponsor"), in each case from inception until the Closing. Mr. Massenet is a managing partner of NaMa Capital Advisors LLP (previously Novator Capital). Mr. Massenet holds a Bachelor of Arts from the Lincoln International School of Business in Paris, France and a M.B.A. from the University of North Carolina. Mr. Massenet started his career in 1994 in banking at Morgan Stanley & Co. He became the Head of Morgan Stanley’s derivatives group in London, United Kingdom, in 1998. In 2003, Mr. Massenet started Lehman Brothers Inc.’s corporate derivatives group (Capital Market) before exiting in 2007 to start South West Capital, a hedge fund focused on real asset investments. Mr. Massenet cofounded Net-a-Porter in 1999, which was sold in a 2-step sale in 2010 and 2015 to the Richemont Group. Mr. Massenet is currently a board member of Grip, a subsidiary of Intros.at Ltd., an artificial intelligence company specialized in organizing virtual conferences for corporate and virtual meetings. Mr. Massenet also backed many successful tech companies, including Deliveroo, Care Wish Ltd., Houzz Ltd., Urban Ltd., Highsnobiety Inc., Invincible Ltd., NGM Ltd. and Ozon Ltd., and serves on the board of directors of Design Milk Co., a large interior design platform listed on the Australian stock exchange. Mr. Massenet was selected to serve on our Board due to his experience as a senior executive, his experience in investment, marketing and business development, and his experience serving on the boards of directors of other public and private companies.

Mr. Narasimhan has served as a member of our Board since the Closing. Mr. Narasimhan served as Aurora’s Chief Investment Officer and as an executive officer of the Sponsor, in each case from inception until the Closing. Mr. Narasimhan is a managing partner of NaMa Capital Advisors LLP (previously Novator Capital) that Mr. Narasimhan co-founded in 2020 together with Thor Björgólfsson and Chiehmi Chan. Mr. Narasimhan has over 15 years of experience as a lawyer at three leading international law firms, two as partner (Mayer Brown, White & Case and Baker & McKenzie). During his time at White & Case, Mr. Narasimhan held the position of partner and Global Head of Family Offices, advising high net worth family offices on all transactional aspects (mergers and acquisitions, bank finance, tax, structuring and execution) of their investments. Mr. Narasimhan then moved to Baker & McKenzie to found their London headquartered Alternative Capital practice, acting as a senior strategic advisor to multi-billion dollar family offices and private equity funds on multibillion dollar mergers and acquisitions and equity and debt capital markets transactions worldwide. His re-structuring of ATP Media Operations Ltd.’s, or ATP Media, tennis broadcasting rights and his crafting of fiscal stimulus laws in Europe have been widely recognized and commended, particularly by the FT Innovative Lawyers awards. Additionally, in 2020, Mr. Narasimhan was appointed to the board of directors of the media company, Prime Focus World, N.V. Mr. Narasimhan was selected to serve on our Board due to his due to his extensive legal experience as well as his investment and business development experience.

Mr. Sarracino has served as a member of our Board since the Closing. Mr. Sarracino served as a member of the Pre-Business Combination Better Board from August 2019 until the Closing. He also serves as Founder and Chief Executive Officer of Activant Capital Group, LLC, a global investment firm, a position he has held since founding Activant in November 2012 and formally launching in January 2015. Mr. Sarracino has served on the board of over a dozen public and private companies including Upland Software, where he served on the audit committee of the board of directors from December 2013 to April 2016. Mr. Sarracino holds a B.B.A. in Finance from Southern Methodist University and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Sarracino was selected to serve on the Board due to his strong background in high-growth company investment, knowledge of technology companies and extensive board experience.

Mr. Valani has served as a member of our Board since the Closing. Mr. Valani served as a member of the Pre-Business Combination Better Board from February 2021 until the Closing and previously from December 2015 to October 2017. Mr. Valani is a general partner and founder at Global Asset Capital, a private equity investor with diversified interests in venture capital, structured finance and real estate. He previously served as chairman of Viventures Partners SA, a global venture capital firm, president of IMDI/Sonique and a member of Gruntal & Co.’s asset securitization group. Mr. Valani also serves on the board of Pratham USA, a charity that supports the work of Pratham, an innovative learning organization created to improve the quality of education in India. In addition, Mr. Valani has been a principal investor in many private entities since 2000 and serves as a member of the board of several private companies. Mr. Valani was selected to serve on the Board due to his strong background in high-growth company investment, knowledge of technology companies and extensive knowledge of the Company and its business based on his involvement since our inception.

Although our Board does not anticipate that any of the nominees will be unable to stand for election as a director at our 2024 Annual Meeting, if this occurs, proxies will be voted in favor of such other person or persons as may be designated by our Corporate Governance and Nominations Committee and our Board.

Upon the recommendation of the Corporate Governance and Nominations Committee, our Board has nominated the seven nominees identified above under "Director Nominees" for election at our 2024 Annual Meeting. If elected, the nominees for election as directors will serve until the next annual meeting and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently directors of the Company. Each of the director nominees was elected during an extraordinary general meeting of stockholders of the Company held on August 11, 2023 (the “2023 Meeting”), in lieu of an annual meeting of stockholders.

The Corporate Governance and Nominations Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board and its committees, and when re-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate’s ability to make a positive contribution to the Board’s overall function. The Corporate Governance and Nominations Committee considers the actual performance and independence of incumbent Board members over the previous year (or shorter period for directors not serving a full year), as well as whether members of the Board have appropriate experience, skills and other qualifications to support our role as a leading digital homeownership company. The particular experience, independence, qualifications, attributes and skills of the potential candidate are assessed by the Corporate Governance and Nominations Committee to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board’s mission. After conducting the foregoing analysis, the Corporate Governance and Nominations Committee makes recommendations to the Board regarding director nominees. In its annual assessment of director nominees, the Corporate Governance and Nominations Committee does not take a formulaic approach, but rather considers each prospective nominee’s diversity in viewpoints, personal and professional experiences and background and ability. In making director nominations, the Corporate Governance and Nominations Committee evaluates the Board considering, among other things, the attributes discussed in “Corporate Governance—Board Diversity” below.

The Board also evaluates, from time to time, the size of the Board as well as the structure and membership of its committees. In determining the number of directors, committee membership and structure of the committees, the Board considers several factors, including the attributes and experience of the members of our Board, the oversight responsibilities required for a Company of our size and complexity and the Corporate Governance Requirements of the listing rules of Nasdaq (the "Nasdaq Corporate Governance Rules"). For additional information on the Board selection process see "Corporate Governance" below.

Our business is managed under the direction of our Board. Our Board is committed to sound corporate governance and promoting the long-term interests of our stockholders by adopting structures, policies and practices that promote responsible oversight of management.

Our Corporate Governance Guidelines require that a majority of our Board consist of directors who are neither officers nor employees of the Company or its subsidiaries (and have not been officers or employees within the previous three years), do not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and are otherwise “independent directors” under the Nasdaq Corporate Governance Rules.

Rule 5605 of the Nasdaq Corporate Governance Rules ("Nasdaq Rule 5605") requires that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In accordance with our Corporate Governance Guidelines, the Nasdaq Corporate Governance Rules and the director independence standards adopted by the Board on March 22, 2024, the Board conducted its review of all relationships between the Company and each director and director nominee and has affirmatively determined that, with the exception of Mr. Garg, none of them has a material relationship with the Company or any other relationship that would preclude his independence under Nasdaq Rule 5605. Accordingly, the Board has determined that each of our current directors, other than Mr. Garg, is an independent director under the Nasdaq Corporate Governance Rules.

The Corporate Governance and Nominations Committee leads the Board in an annual self-evaluation to determine whether it and its committees are functioning effectively. The Corporate Governance and Nominations Committee is responsible for oversight of the evaluation process and reports on the process to the Board.

In addition, each committee of the Board conducts annual evaluations of its performance and reports to the Board on such evaluation. The Corporate Governance and Nominations Committee reviews the evaluations prepared by each Board committee of such committee's performance and determines whether to propose any changes to the Board.

As part of the self-assessment process, each Board and committee member provides feedback on a range of topics relevant to the performance and effectiveness of the Board and the applicable committee. During our first six months as a public company, we conducted a modified evaluation process in connection with our development of a Board candidate vetting process. Below is a summary of the evaluation process utilized in early 2024.

The following table sets forth the current members of our Board who served on committees in 2023, the standing committees of the Board on which they served, the chairs of the committees and the number of committee meetings held during 2023 following the consummation of the Business Combination:

On March 22, 2024, Mr. Valani stepped down as the chair and a member of the Compensation Committee and as a member of the Corporate Governance and Nominations Committee, and the Board, based upon the recommendation of the Governance and Nominations Committee, appointed Mr. Massenet as a member the Corporate Governance and Nominations Committee and Mr. Narasimhan as the chair and as a member of the Compensation Committee.

Our Board directs the management of the Company’s business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and standing committees as well as special committees that may be established by the Board from time to time.

Our Audit Committee is responsible for, among other things:

Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Nasdaq Corporate Governance Rules require that our Audit Committee be composed entirely of independent members. Our Board has affirmatively determined that each member of our Audit Committee meets the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 under the Exchange Act and the Nasdaq Corporate Governance Rules. Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq Corporate Governance Rules. In addition, our Board has determined that Messrs. Sarracino and Talwar each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Compensation Committee is responsible for, among other things:

Our Board has affirmatively determined that each member of our Compensation Committee meets the definition of “independent director” for purposes of serving on the Compensation Committee under the Nasdaq Corporate Governance Rules and are “non-employee directors” as defined in Rule 16b-3 under the Exchange Act.

Our Corporate Governance and Nominations Committee is responsible for, among other things:

Our Board has affirmatively determined that each member of our Corporate Governance and Nominations Committee meets the definition of “independent director” under the Nasdaq Corporate Governance Rules.

In addition to the committees of the Board, the Company’s management is involved in risk oversight. The Company’s Enterprise Risk Management Committee was established to consider the Company's day-to-day risk tolerance thresholds, identify risk across all functions, departments and subsidiaries, assess identified risks in terms of both likelihood and impact, mitigate risks that exceed such risk tolerance threshold and ensure employees are trained to make informed decisions about identifying and managing risk. The Enterprise Risk Management Committee consists of members of management and is not a formal Board committee.

The Management, Ethics & Compliance Committee (the "MECC") is separate from the Enterprise Risk Management Committee. It is a committee composed of members of management that was established by the Board to investigate and resolve ethics and compliance violations. The MECC oversees implementation of the Company's Code of Conduct, conducts periodic culture reviews, assesses matters related to ethics and compliance (and reports matters, as necessary, to the Audit Committee) and assists the Board in its oversight of Company matters.

The Enterprise Risk Management Committee and MECC provide the Board with added assurance about the Company’s risk management practices. Our Chief Compliance Officer serves as Chair of each of the Enterprise Risk Management Committee and MECC and reports to the Audit Committee periodically on their activities.

The Corporate Governance Guidelines and the Corporate Governance and Nominations Committee charter specify that the Corporate Governance and Nominations Committee considers several factors, including diversity, when evaluating or conducting searches for directors. The Corporate Governance and Nominations Committee interprets diversity broadly to include a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding, as well as other differentiating characteristics, including race, ethnicity and gender.

In identifying prospective director candidates for the Board, the Corporate Governance and Nominations Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Corporate Governance and Nominations Committee also may, but need not, retain a professional search firm in order to assist it in these efforts. The Corporate Governance and Nominations Committee and the Board utilize the same criteria for evaluating candidates regardless of the source of the referral.

The Corporate Governance Guidelines provide that the Corporate Governance and Nominations Committee is responsible for selecting, or recommending for the Board’s selection, the slate of director nominees for election to the Board and for filling vacancies occurring between annual meetings of stockholders. In selecting, or recommending for the Board’s selection, individuals for nomination, the Corporate Governance and Nominations Committee takes into account the following criteria, among others:

Our amended and restated certificate of incorporation ("Amended and Restated Certificate of Incorporation") and Bylaws provide indemnification and advancement of expenses for the directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"), subject to certain limited exceptions. Better Home & Finance entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by Better Home & Finance of certain expenses and costs relating to claims, suits, or proceedings arising from service to Better Home & Finance or, at its request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Certain transactions in our securities (such as short sales) create a heightened compliance risk or could create the appearance of misalignment between our management and stockholders. Accordingly, our insider trading policy expressly prohibits members of our Board and executive officers (and their immediate family members, others who reside in their household, others whose transactions in the Company’s securities are subject to their influence or control, and trusts or entities over which they have control) from engaging in hedging or monetization transactions of any type involving the Company’s securities, including the use of collars, forward sale contracts, equity swaps, and exchange funds.

The Company does not currently have a compensation program for its non-employee directors but has occasionally granted awards of restricted stock units ("RSUs") based on shares of Common Stock (as defined herein) and options to purchase shares of Common Stock ("Stock Options"), in each case, pursuant to the Better Holdco, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), the Better Holdco, Inc. 2017 Equity Incentive Plan (the "2017 Plan") or the Better Home & Finance Holding Company 2023 Incentive Equity Plan (the "2023 Plan") to non-employee directors when deemed appropriate. In 2023, Mr. Talwar was compensated pursuant to an agreement with Pre-Business Combination Better, which was assumed by the Company on the Closing of the Business Combination and is described below. None of the other non-employee directors received compensation from the Company in 2023 for serving as a member of our Board.

Mr. Talwar is party to an agreement with Pre-Business Combination Better, dated as of April 27, 2022 (the "Chairman Agreement"), in connection with his appointment as the Chairman of the Pre-Business Combination Better Board, commencing on May 1, 2022 (the “Talwar Effective Date”). Pursuant to the terms of the Chairman Agreement, which was assumed by the Company on the Closing of the Business Combination, Mr. Talwar is entitled to $350,000 in cash as an annual retainer in consideration for his services as a member of our Board and an additional sum of $175,000 in cash per year for his service as Chairman of the Board. In addition, Pre-Business Combination Better agreed to pay up to $350,000 per year for Mr. Talwar's reasonable out-of-pocket clerical and other administrative support together with his domestic travel expenses.

Pursuant to the Chairman Agreement with Pre-Business Combination Better, on May 1, 2022, Mr. Talwar received a grant of 1,620,000 Pre-Business Combination Better RSUs, which, in connection with the Business Combination, converted into 4,951,644 RSUs based on Pre-Business Combination Better's outstanding shares and warrants being exchanged for approximately 3.06 shares (the "Exchange Ratio") of the Company’s Common Stock, and otherwise on the same terms and conditions that were in effect with respect to such Pre-Business Combination Better RSUs. 2,475,822 of such RSUs vest in equal installments quarterly over the four years following the Talwar Effective Date, and 2,475,822 of such RSUs will vest subject to both (i) Mr. Talwar’s continuous services through the six month anniversary of the Talwar Effective Date and (ii) the achievement of performance conditions which provide that 825,274 RSUs will vest at a $1.7994 post-closing stock price (as adjusted from $5.50 by the Exchange Ratio in connection with the Business Combination), 825,274 RSUs will vest at an $3.5988 post-closing stock price (as adjusted from $11.00 by the Exchange Ratio in connection with the Business Combination) and 825,274 RSUs will vest at a $5.3982 post-closing stock price (as adjusted from $16.50 by the Exchange Ratio in connection with the Business Combination), in each case, measured based on the 45-day trailing average closing stock price. In the event of Mr. Talwar’s death or disability, any unvested time-vesting RSUs will continue to vest until they are settled and any performance-vesting RSUs will continue to vest as to time on the time-vesting date and remain eligible to vest as to performance for the three years after such termination. In the event Mr. Talwar leaves the Board at the Board's or stockholders’ initiative, any performance-vesting RSUs will vest as to time at termination and remain eligible to vest as to performance for two years after termination and (i) if such termination is prior to the second anniversary of the Talwar Effective Date, 50% of any outstanding time-vesting RSUs will vest at termination and (ii) any remaining unvested time-vesting RSUs will be forfeited. In connection with entry into the Chairman Agreement, Mr. Talwar entered into the Company’s standard indemnification agreement and is entitled to coverage under the Company’s directors’ and officers’ liability insurance policy.

The following table sets forth all of the compensation awarded to, earned by or paid to the Company’s non-employee directors during 2023, including before the Closing of the Business Combination. Other than the awards set forth in the following table, the non-employee directors did not receive cash compensation or equity awards during 2023, and there was no director compensation policy adopted by the Company. The Board may in the future approve and implement a compensation program for the non-employee directors.

By approving this proposal, stockholders will approve one or more Amendments pursuant to which a whole number of outstanding shares of our Class A Common Stock, Class B Common Stock and Class C Common Stock between two (2) and 100 and in the aggregate not more than 100, inclusive, would be combined into one share of our Class A Common Stock, Class B Common Stock and Class C Common Stock, respectively. Upon receiving stockholder approval, the Board will have the authority, but not the obligation, in its sole discretion, to elect, without further action on the part of the stockholders, whether to effect any Reverse Stock Split and, if so, to determine the applicable Reverse Split Ratio from among the approved range described above and to effect one or more Reverse Stock Splits by filing one or more Amendments with the Secretary of State. The Board reserves the right to elect not to effect any Reverse Stock Split at any time prior to the effectiveness of the filing of any Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that the proposal is no longer in the best interests of the Company and its stockholders.

The Board’s decision as to whether and when to effect any Reverse Stock Split will be based on a number of factors, including market conditions, the historical, existing and expected trading price of our Class A Common Stock, the anticipated impact of such Reverse Stock Split on the trading price and number of holders of our Class A Common Stock, and the continued listing requirements of The Nasdaq Capital Market.

On March 19, 2024, the Board approved the proposed Amendments to effect one or more Reverse Stock Splits for the following reasons. The Board believes that:

Our Class A Common Stock is quoted on The Nasdaq Capital Market under the symbol “BETR.” One of the requirements for continued listing on The Nasdaq Capital Market, pursuant to Nasdaq Listing Rule 5550(a)(2), is maintenance of a minimum closing bid price of $1.00. On April 19, 2024, the closing market price per share of our Class A Common Stock was $0.43, as reported by The Nasdaq Capital Market.

On October 12, 2023, the Company received a letter (the “Notice”) from the listing qualifications staff (the “Staff”) of Nasdaq notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. In accordance with the Compliance Period Rule, the Company had 180 calendar days, or until April 9, 2024, to regain compliance with the Bid Price Rule. On February 9, 2024, the Company applied to transfer the listing of its Common Stock from The Nasdaq Global Market to The Nasdaq Capital Market in conjunction with requesting an additional 180-calendar day grace period to regain compliance with the Bid Price Rule. On March 7, 2024, the Company received notice from Nasdaq that the transfer was approved, effective March 13, 2024, and, on March 11, 2024, the Company applied for an additional 180-calendar-day period to regain compliance with the Bid Price Rule. On April 9, 2024, the Company received formal notice that Nasdaq has granted the Company’s request for an additional 180-day period, or until October 7, 2024, to regain compliance with the Bid Price Rule. If, at any time before the end of this 180-day period, the closing bid price of Class A Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule.

If Nasdaq delists the Class A Common Stock from trading on its exchange for failure to meet the listing standards, the Company and its stockholders could face significant negative consequences including:

Furthermore, if our Class A Common Stock ceases to be listed on any of the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market (or any of their respective successors or related exchanges), such delisting would constitute a fundamental change under the Indenture that would require the Company to redeem the Convertible Note prior to maturity for an amount in cash equal to the principal amount of the Convertible Note plus accrued and unpaid interest to the redemption date. As of December 31, 2023, the Company had cash and cash equivalents, together with short-term investments and restricted cash, of $554 million, compared to $528.6 million principal amount outstanding under the Convertible Note. If the Company is required to redeem the Convertible Note prior to maturity, the Company may not have sufficient available cash and cash equivalents or be able to obtain additional liquidity, on acceptable terms or at all, to enable the Company to redeem or refinance the Convertible Note. Failure to redeem the Convertible Note would be an event of default entitling the noteholder to accelerate the amounts outstanding under the Convertible Note. If the Company is unable to repay or refinance such accelerated debt under the Convertible Note, the Company could become insolvent and seek to file for bankruptcy protection, which would have a material adverse effect on our business, financial condition and results of operations.

Finally, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A Common Stock and Warrants are listed on the Nasdaq Capital Market, our Class A Common Stock and Warrants are covered securities. Although the states are preempted from regulating the sale of our securities for so long as they are covered securities, the federal statute allows states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the Nasdaq Capital Market or another national securities exchange, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

In light of the factors mentioned above, our Board approved the proposed Amendments to effect one or more Reverse Stock Splits as a potential means of increasing and maintaining the price of our Class A Common Stock above $1.00 per share in compliance with the Bid Price Rule for the required time period. If the closing bid price of our Class A Common Stock on The Nasdaq Capital Market reaches a minimum of $1.00 per share and remains at or above that level for a minimum of 10 consecutive trading days (or longer, if required by the Staff), our Board may decide to abandon the filing of the proposed Amendments with the Secretary of State.

The Board believes that stockholder approval of a range of ratios for the Reverse Split Ratio (as opposed to a single Reverse Split Ratio) and to authorize one or more Reverse Stock Split Amendments is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time that any Reverse Stock Split would be effected. We believe that a range of Reverse Split Ratios provides us with the most flexibility to achieve the desired results of any Reverse Stock Split through one or more Amendments. The Reverse Split Ratio to be determined by our Board (or any duly constituted committee thereof), in its sole discretion, will be a whole number in a range of one-for-two to one-for-100 and in the aggregate not more than one-for-100, inclusive. The Board reserves the right to elect not to effect any Reverse Stock Split at any time prior to the effectiveness of the filing of any Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that a Reverse Stock Split is no longer in the best interests of the Company and its stockholders

In determining any applicable Reverse Split Ratio and whether and when to effect any Reverse Stock Split pursuant to one or more Amendments following the receipt of stockholder approval, the Board may consider a number of factors, including, without limitation:

We believe that granting the Board (or any duly constituted committee thereof) the authority to elect to implement one or more Reverse Stock Splits through one or more Amendments at various Reverse Split Ratios (subject to the aggregate one-for-100 limitation) is essential because it allows us to take these factors into consideration and to react to changing market, legal and economic conditions. If our Board (or any duly constituted committee thereof) chooses to implement one or more Reverse Stock Splits, we will make a public announcement regarding the determination of each such Reverse Stock Split and the applicable Reverse Split Ratio.

There are risks associated with any Reverse Stock Split, including that a Reverse Stock Split may not result in a sustained increase in the per-share price of our Class A Common Stock. There is no assurance that:

We expect that, if implemented, each Reverse Stock Split will increase the market price of our Class A Common Stock; however, stockholders should note that the effect of such Reverse Stock Split, if any, upon the market price of our Class A Common Stock cannot be predicted with any certainty, and the outcomes of reverse stock splits for other companies are varied. In particular, we cannot assure you that the per-share price of Class A Common Stock after any Reverse Stock Split will increase in the same proportion as the reduction in the number of shares of our Class A Common Stock outstanding as a result of such Reverse Stock Split. Furthermore, even if the market price of our Class A Common Stock does rise following a Reverse Stock Split, we cannot assure you that such increased per-share price will be maintained for any period of time, including as required to regain compliance with the Nasdaq Listing Rules.

Even if an increased per-share price can be maintained, a Reverse Stock Split may not achieve the desired results that have been outlined above. For example, a Reverse Stock Split may not result in a per-share price that would attract investors who do not trade in lower priced stocks. Although we believe one or more Reverse Stock Splits may enhance the marketability of our Class A Common Stock to certain potential investors, we cannot assure you that, if implemented, our Class A Common Stock will be more attractive to investors, some of which may view a Reverse Stock Split negatively, or increase analyst and broker interest in our Company. We also cannot assure that one or more Reverse Stock Splits will result in a per-share price of Class A Common Stock that will increase our ability to attract and retain employees and other service providers.

Even if we implement one or more Reverse Stock Splits, the market price of Class A Common Stock may decrease due to factors, unrelated to such Reverse Stock Split(s), including our future performance or general market trends. If a Reverse Stock Split is effected and the market price of our Class A Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. The total market capitalization of our Class A Common Stock after implementation of a Reverse Stock Split, when and if implemented, may also be lower than the total market capitalization before such Reverse Stock Split.

Furthermore, the liquidity of our Class A Common Stock could be adversely affected by the reduced number of shares that would be outstanding after any Reverse Stock Split, particularly if the per-share price does not increase as expected as a result of such Reverse Stock Split. Additionally, if a Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Class A Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability of our Class A Common Stock as described above.

While we expect that one or more Reverse Stock Splits will be sufficient to maintain our listing on The Nasdaq Capital Market, it is possible that, even if such Reverse Stock Split(s) results in a bid price for our Class A Common Stock that exceeds $1.00 per share for the required period of time, we may not be able to continue to satisfy Nasdaq’s other criteria for continued listing of our Class A Common Stock on The Nasdaq Capital Market.

If the proposal to authorize one or more Amendments (the "Reverse Stock Split Proposal") is approved and any Reverse Stock Split is effected, (i) (a) each holder of Class A Common Stock will receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock held immediately before such Reverse Stock Split multiplied by (y) the applicable Reverse Split Ratio, (b) each holder of Class B Common Stock will receive a number of shares of Class B Common Stock equal to (x) the number of shares of Class B Common Stock held immediately before such Reverse Stock Split multiplied by (y) the applicable Reverse Split Ratio and (c) each holder of Class C Common Stock will receive a number of shares of Class C Common Stock equal to (x) the number of shares of Class C Common Stock held immediately before such Reverse Stock Split multiplied by (y) the applicable Reverse Split Ratio and (ii) the number of authorized shares of Class A Common Stock, Class B Common Stock and Class C Common Stock will be reduced proportionately with the applicable Reverse Split Ratio.

Each Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Class A Common Stock, Class B Common Stock and Class C Common Stock. Each Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that such Reverse Stock Split results in any of our stockholders owning a fractional share that is paid out in cash as further described below. After any such Reverse Stock Split, the shares of our Class A Common Stock, Class B Common Stock and Class C Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects as now authorized. Common Stock issued pursuant to any Reverse Stock Split will remain fully paid and non-assessable. A Reverse Stock Split will not affect the Company’s periodic reporting requirements under the Exchange Act. The Company has not issued any outstanding certificated shares of Class A Common Stock, Class B Common Stock or Class C Common Stock as of March 13, 2024, and does not expect to issue any certificated shares prior to the effectiveness of any one or more Reverse Stock Splits.

The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible Reverse Stock Split if such Reverse Stock Split is effected at a ratio of 1-for-5, 1-for-10, 1-for-20, 1-for-50 or 1-for-100 based on share information as of the close of business on March 13, 2024. The below chart does not give effect to the treatment of fractional shares following the Reverse Stock Split and does not give effect to any other changes, including any issuance of securities, after March 13, 2024.

The Company maintains the 2016 Plan, the 2017 Plan, the 2023 Plan and the Better Home & Finance Holding Company 2023 Employee Stock Purchase Plan (the "ESPP" and together with the 2016 Plan, 2017 Plan and 2023 Plan, the "Equity Plans"), which are designed primarily to provide stock-based incentives to individual service providers of the Company. As of March 13, 2024, there were no stock purchase rights outstanding under the ESPP and Stock Options to purchase 34,936,027 shares of our Class B Common Stock and RSUs eligible to vest and settle for up to 5,181,682 shares of Class A Common Stock and up to 9,905,635 shares of Class B Common Stock were outstanding under the other Equity Plans. In the event of a Reverse Stock Split, our Board will determine appropriate adjustments to awards granted and share-based limits under the Equity Plans in accordance with the terms of the Equity Plans. Accordingly, if the Reverse Stock Split Proposal is approved by our stockholders and our Board decides to implement a Reverse Stock Split, as of the applicable Effective Time (as defined below), (i) the number of shares of Class A Common Stock or Class B Common Stock issuable upon exercise or vesting of such awards under the Equity Plans would be proportionally reduced based on the applicable Reverse Split Ratio determined by our Board for such Amendment and (ii) and any per-share exercise price applicable to such awards would be proportionally increased based on applicable Reverse Split Ratio determined by our Board for such Amendment, subject to the terms of the applicable Equity Plan and the award agreement. In addition, the number of shares available for future issuance and any share-based award limits under the Equity Plans will be proportionately reduced based on the applicable Reverse Split Ratio determined by our Board for such Amendment. All outstanding RSUs and Stock Options to purchase shares of our Class A Common Stock and Class B Common Stock, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split such that the number of shares issuable upon the exercise or vesting of each award would be reduced, and the exercise price per share would be increased, in accordance with the terms of each instrument and based on the ratio of such Reverse Stock Split (rounded down to the nearest whole share in the case of shares and up to the nearest whole cent in the case of exercise prices, as applicable).

The Company has issued Warrants to purchase shares of Class A Common Stock. As of March 13, 2024, outstanding Warrants were exercisable for up to 9,808,405 shares of Class A Common Stock. In addition, we have issued the Convertible Note convertible into shares of our Class A Common Stock. Assuming the Convertible Note converted at the lowest contractual Conversion Rate (as defined in the Indenture), which is a First Anniversary VWAP (as defined in the Indenture) of $9.20 per share based on 115% of the $8 per share floor, the Convertible Note would be convertible into up to 57,454,939 shares of Class A Common Stock. If the Reverse Stock Split Proposal is approved by our stockholders and our Board decides to implement a Reverse Stock Split, as of the Effective Time, then the Indenture provides that the Conversion Rate will be adjusted and, as a result, the number of shares issuable upon conversion of the Convertible Note will be reduced proportionally, based on the applicable Reverse Split Ratio determined by our Board for such Amendment.

If the Reverse Stock Split Proposal is approved by our stockholders and our Board decides to implement a Reverse Stock Split, as of the Effective Time, then the Company's warrant agreement, dated as of March 3, 2021, provides that the number of shares issuable upon exercise of each Warrant will similarly be reduced proportionally based on such Reverse Stock Ratio; provided, however, that if any holder of Warrants would be entitled, upon the exercise of such Warrants after the Effective Time, to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

Our Board has also authorized the Company to effect any other changes to the Equity Plans, the Convertible Note or the Warrants as necessary, desirable or appropriate to give effect to the Reverse Stock Split, including any applicable technical, conforming changes.

contained in the applicable Amendment.

As soon as practicable after the applicable Effective Time, stockholders of record will be notified by our transfer agent that a Reverse Stock Split has been effected. If you hold shares of Class A Common Stock, Class B Common Stock or Class C Common Stock in book-entry form, you will not need to take any action to receive post-Reverse Stock Split shares of our Common Stock. As soon as practicable after the Effective Time, the Company’s transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-Reverse Stock Split shares of Common Stock you hold.

Upon the implementation of any Reverse Stock Split, we intend to treat shares of Class A Common Stock held by stockholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of Class A Common Stock, Class B Common Stock and Class C Common Stock. Banks, brokers, custodians or other nominees will be instructed to effect such Reverse Stock Split for their beneficial holders holding our Class A Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing a Reverse Stock Split and for the treatment of fractional shares. If a stockholder holds shares of our Class A Common Stock with a bank, broker, custodian, or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian, or other nominee.

After any Reverse Stock Split, then-current stockholders would have no further interest in our Company with respect to their fractional shares. A person entitled to a fractional share would not have any voting, dividend or other rights in respect of their fractional share except to receive the cash payment as described above. Such cash payments would reduce the number of post-Reverse Stock Split stockholders to the extent that there are stockholders holding fewer than that number of pre-Reverse Stock Split Shares within the Reverse Split Ratio determined by the Board. Reducing the number of post-Reverse Stock Split stockholders, however, is not the purpose of the Reverse Stock Split Proposal.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are incorporated and where the funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

If a Reverse Stock Split is effected, the par value per share of our Class A Common Stock, Class B Common Stock and Class C Common Stock will remain unchanged at $0.0001. Accordingly, at the Effective Time, the stated capital on the Company’s consolidated balance sheets attributable to our Class A Common Stock, Class B Common Stock and Class C Common Stock will be reduced proportionally based on the applicable Reverse Split Ratio determined by the Board, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. In addition, cash paid to the stockholders for the fractional shares to which they would have been entitled from the applicable Reverse Stock Split will be recorded as a reduction to the additional paid-in capital account. The per share net income or loss of our Class A Common Stock, Class B Common Stock and Class C Common Stock will be increased because there will be fewer shares of Common Stock outstanding. The effects of any Reverse Stock Split will be applied retrospectively to the Company’s consolidated

balance sheets, consolidated statements of changes in stockholders’ equity (deficit), and per-share amounts for all periods presented for all financial statements not yet issued. We do not anticipate that any other material accounting consequences would arise as a result of any Reverse Stock Split.

Under the DGCL, the Company’s stockholders will not be entitled to dissenters’ rights of appraisal with respect to any Reverse Stock Split, and we do not intend to independently provide stockholders with any such right or any similar right.

Notwithstanding the decrease in the number of outstanding shares of Common Stock following any Reverse Stock Split, the Board does not intend for such transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 under the Exchange Act.

Certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership of shares of our Common Stock, as set forth below in the section entitled "Ownership of Our Common Stock." However, we do not believe that our officers or directors have interests in the Reverse Stock Split Proposal that are different from or greater than those of any of our other stockholders. Directors and officers, certain senior employees, and significant stockholders, who together hold a majority of the voting power of our outstanding Common Stock, have indicated that they will vote to approve the reverse stock splits at the Company’s 2024 Annual Meeting.

The following discussion describes the anticipated material U.S. Federal income tax consequences to “holders” of Common Stock relating to a Reverse Stock Split. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the U.S. Internal Revenue Service (the "IRS"), and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of any proposed Reverse Stock Split. The following discussion is for information purposes only and is not intended as tax or legal advice. Each holder should seek advice based on the holder’s particular circumstances from an independent tax advisor.

This discussion does not address all of the tax consequences that may be relevant to a particular Company stockholder or to Company stockholders that are subject to special treatment under U.S. Federal income tax laws including, but not limited to, banks, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, real estate investment trusts, entities such as partnerships or S-Corporations that are treated as “flow-through” entities, or entities that are disregarded as separate from their owners for tax purposes, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their securities, persons holding their shares of Common Stock as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated transaction, U.S. expatriates, persons whose shares constitute qualified small business stock” for purposes of Code section 1202, persons who acquired Common Stock in connection with employment or the performance of services, or persons who hold their Common Stock through individual retirement or other tax-deferred accounts. This discussion also does not address the tax consequences to the Company, or to Company stockholders that own 5% or more of the Common Stock, or are affiliates of Company. In addition, this discussion does not address other U.S. Federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of a Reverse Stock Split under state, local, or foreign tax laws or certain tax reporting requirements that may be applicable with respect to such Reverse Stock Split. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

If a partnership (or other entity or arrangement treated as a partnership for U.S. Federal income tax purposes) is a Company stockholder, the tax treatment of a partner will generally depend upon the status of the person and the activities of the partnership or other entity or arrangement treated as a partnership for U.S. Federal income tax purposes.

Each Reverse Stock Split should constitute a “recapitalization” for U.S. Federal income tax purposes. Except as described below with respect to cash received in lieu of a fractional share, holders should not recognize gain or loss as a result of any Reverse Stock Split. A holder’s aggregate tax basis in the shares of the Common Stock received pursuant to a Reverse Stock Split should equal the holder’s aggregate tax basis in the shares of the Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of Common Stock), and such holder’s holding period in the shares of the Common Stock received should include the holding period of the shares of the Common Stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered pursuant to any Reverse Stock Split to shares of Common Stock received pursuant to such Reverse Stock Split. Holders holding shares of Common Stock that were acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Cash payments received by a holder of Common Stock pursuant to any Reverse Stock Split may be subject to information reporting and may also be subject to backup withholding at the applicable rate specified by the U.S. Internal Revenue Service (currently 24%) if the holder fails to comply with certain certification procedures or otherwise establish an exemption from backup withholding. Backup withholding is not an additional U.S. Federal income tax. Rather, the U.S. Federal income tax liability of the person subject to backup withholding will be reduced by the amount of the tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

An affirmative vote of the majority of the voting power of all of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, is required to approve the proposal to authorize one or more of the Amendments. Abstentions will have the same effect as votes against this proposal. No broker non-votes are expected to exist in connection with this proposal.

Effective August 1, 2022, the State of Delaware, our state of incorporation, adopted amendments to Section 102(b)(7) of the DGCL that enable Delaware corporations to limit the liability of certain of their senior officers in limited circumstances. Prior to this, Section 102(b)(7) of the DGCL permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. As amended, Section 102(b)(7) of the DGCL now permits exculpation of officers but only for direct claims (as opposed to claims brought by a company itself or derivative claims made by stockholders on behalf of a company). In addition, as provided in amended Section 102(b)(7) of the DGCL, exculpation is not permitted for either directors or officers in connection with (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or (iii) any transaction in which the director or officer derived an improper personal benefit.

In light of this update and after careful consideration, the Board has determined it advisable and in the best interests of the Company and its stockholders to amend Section 9.1 of the Company’s Amended and Restated Certificate of Incorporation in order to permit exculpation of certain of the Company’s senior officers such that both directors and officers would be protected from monetary liability for fiduciary duty breaches to the extent permitted by the DGCL.

On March 22, 2024, the Board approved the proposed Officer Exculpation Amendment. The Board believes that adopting an officer exculpation provision that is aligned with Delaware law would enhance our officers’ ability to make value-enhancing decisions for the Company and its stockholders. Our senior officers are often called upon to quickly respond to time-sensitive challenges and opportunities that, in the current litigious environment, carry with them a risk of costly claims, actions, suits or proceedings, regardless of the merit of the claims. Limiting concern about personal financial risk would empower our officers to best exercise their business judgment in furtherance of stockholder interests while minimizing the potential distraction posed by frivolous lawsuits and related costs that may be incurred by the Company either directly, through indemnification, or indirectly, through higher insurance premiums. The Board also believes that the proposed Officer Exculpation Amendment would not negatively impact stockholder rights in that it would continue to allow cases with merit to proceed with respect to breach of fiduciary duty claims that fall outside of the narrow scope of Section 102(b)(7) of the DGCL. Further, the Board anticipates that similar officer exculpation provisions are likely to continue to be adopted by the Company’s peers and others with whom the Company competes for executive talent. As a result, failing to adopt such a provision could adversely impact the Company’s ability to attract and retain highly qualified officer candidates.

Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated under Delaware law, and the benefits the Board believes would accrue to the Company and its stockholders in the form of an enhanced ability on the part its officers to exercise business judgement and on the part of the Company to attract and retain talented officers, the Board believes that amending the Company’s Amended and Restated Certificate of Incorporation to permit officer exculpation as described herein is in the best interests of the Company and its stockholders.

An affirmative vote of the majority of the voting power of all of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, is required to approve the proposal to authorize the Officer Exculpation Amendment. Abstentions and broker non-votes will have the same effect as votes against this proposal.

Our Audit Committee has appointed Deloitte & Touche LLP ("Deloitte") as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024. Our Audit Committee believes that Deloitte is well-qualified and that the ratification of appointment is in the best interests of the Company and its stockholders.

Deloitte has served as the independent registered public accounting firm for Pre-Business Combination Better since 2020 and Better Home & Finance since the Closing of the Business Combination in August 2023. We are not required to have our stockholders ratify the appointment of Deloitte as our independent registered public accounting firm, but we are doing so because we believe it is a good corporate practice. The Audit Committee will consider, but is not obligated to abide by the outcome of this vote in determining whether to engage Deloitte in 2025 or another independent registered public accounting firm without submitting the matter to our stockholders. The Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders' best interests. A representative of Deloitte will be present at the 2024 Annual Meeting with the opportunity to make a statement if he or she so desires and to respond to appropriate questions which are submitted in advance.

The Audit Committee is responsible for the appointment, retention, compensation and oversight of the independent registered public accounting firm and annually reviews the firm's qualifications. In support of these reviews, the Audit Committee considers, among other things:

An affirmative vote of the majority of the voting power of the shares of Class A Common Stock and Class B Common Stock present or represented by proxy and entitled to vote on the proposal is required to approve this proposal. Under applicable Delaware law and our Bylaws, abstentions are counted as shares present at the 2024 Annual Meeting and entitled to vote on this proposal and therefore will have the same effect as a vote “against” this proposal. No broker non-votes are expected to exist in connection with this proposal.

Fees for professional services performed by the Company’s independent registered public accounting firm, Deloitte, during fiscal years 2023 and 2022, including prior to the Closing of the Business Combination, were as follows:

The Audit Committee has reviewed and discussed with management of the Company and Deloitte, the independent registered public accounting firm for the Company, the audited financial statements of the Company contained in our 2023 Annual Report (the “Audited Financial Statements”).

The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has: (i) considered whether non-audit services provided by Deloitte are compatible with its independence; (ii) received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence; and (iii) discussed with Deloitte its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the 2023 Annual Report, for filing with the SEC.

This Executive Compensation section describes compensation awarded to, earned by or paid to our named executive officers (the "NEOs"), for the fiscal years ended December 31, 2023 and December 31, 2022. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis and have opted to comply with the executive compensation disclosure requirements applicable to emerging growth companies.

Better Home & Finance's NEOs consist of (a) each individual who served as the Company's principal executive officer or acted in a similar capacity during 2023 (the "PEO") and (b) the two most highly compensated executive officers of the Company (other than the PEO) who were serving as executive officers at the end of 2023. The NEOs of the Company for 2023 are listed below.

The following table (the "Summary Compensation Table") sets forth summary information concerning the compensation of our NEOs for each of the Company's last two completed fiscal years.

Our executive compensation program is designed to:

The principal elements of our 2023 executive compensation program are described below.

Base salaries are designed to be competitive and fairly compensate our executive officers, including the NEOs, for the responsibility level of each respective position. The Compensation Committee reviews the salaries of the Company's executive officers to determine whether adjustments are appropriate and, if required, whether to recommend approval of any such adjustments to the Board. In making such determinations, the Compensation Committee may consider certain factors such as the individual’s role and responsibilities, the previous year’s salary and individual performance, as well as the base salaries of similarly situated executives at comparable companies from peer group and survey data.

Better Home & Finance occasionally awards off-cycle bonuses on a discretionary basis to its executive officers when, in the view of the Board, such executive has contributed significantly to the success of Better Home & Finance or demonstrated high achievement in their role, or in circumstances where the Board determines additional cash compensation is appropriate for retention purposes. The Board did not grant off-cycle discretionary bonuses to the NEOs in 2023, other than as described below.

In connection with the Closing of the Business Combination, Better Home & Finance awarded transaction bonuses of $17 million in the aggregate to certain employees, including the NEOs, in September 2023, as contemplated by the Merger Agreement (each, a “Transaction Bonus”). Messrs. Garg, Ryan and Calamari received Transaction Bonuses in the amount of

$9.7 million, $2.95 million and $120,000, respectively. Each Transaction Bonus is payable in two installments: (1) 50% of the Transaction Bonus was payable in cash no later than fifteen (15) days following the recipient’s entry into the Transaction Bonus agreement; and (2) the remaining 50% is payable within fifteen (15) days after Better Home & Finance publicly discloses its financial results for the quarter in which the end of the Retention Period occurs. The “Retention Period” is the last day of the second consecutive quarter in which Better Home & Finance achieves positive non-GAAP operating cash flow, as determined in the sole discretion of Better Home & Finance. In the event Better Home & Finance does not achieve positive operating cash flow on or prior to September 30, 2028, the unpaid portion of the Transaction Bonus will be forfeited for no consideration. In the event an NEO’s employment with Better Home & Finance ends before the end of the Retention Period because of resignation or termination by Better Home & Finance for any reason, such NEO will not be eligible to receive the unpaid portion of the Transaction Bonus.

We grant awards in the form of Stock Options, restricted stock awards, RSUs and other equity and equity-based awards to Better Home & Finance's service providers under the 2023 Plan, including our NEOs. The 2023 Plan is designed to incentivize our service providers, including the executive officers, and align their interests with the interests of our stockholders. Awards granted to our NEOs in 2023 consisted of RSUs that generally vest over a period of four years, with 14/48ths of the award vesting on the one year anniversary of the grant date and the remainder vesting in 1/48th increments on a monthly basis thereafter, subject to the recipient’s continued employment with the Company on each vesting date. Each NEO’s target grant value is based on his or her role as well as comparisons to similarly situated executives at comparable companies from peer group and survey data, previous grants of equity awards, individual past performance and future expected contributions to the operations and performance of the Company.

For 2023, the incentive equity awards granted to executive officers (other than the Chief Executive Officer) were determined by the Compensation Committee. Mr. Garg, our Chief Executive Officer, did not receive an incentive equity award grant in 2023. On March 11, 2023, Pre-Business Combination Better granted Mr. Ryan 32,241 Pre-Business Combination Better RSUs, and Mr. Calamari was granted 132,241 Pre-Business Combination Better RSUs, each of which were granted under the 2017 Plan and were subject to a time-vesting and liquidity-vesting condition. The time-vesting condition was satisfied in full on May 1, 2023, and the liquidity-vesting condition was satisfied upon the Closing of the Business Combination.

As previously disclosed in connection with the Business Combination, on October 1, 2022, Pre-Business Combination Better granted Mr. Calamari 500,000 Pre-Business Combination Better RSUs and on March 1, 2022, Mr. Ryan was granted 75,000 Pre-Business Combination RSUs, each of which were granted under the 2017 Plan and subject to both a time-vesting and a liquidity-vesting condition. Under the time-vesting condition, 14/48ths of Mr. Calamari’s Pre-Business Combination RSUs vested on the grant date and the remainder vest in equal 1/48ths on the first business day of each month such that the Pre-Business Combination RSUs will be fully vested as of July 1, 2025. Under the time-vesting condition, 1/16th of Mr. Ryan’s Pre-Business Combination RSUs vest on the first day of each calendar quarter commencing after the grant date such that the Pre-Business Combination RSUs will be fully vested as of March 1, 2026. The liquidity-vesting condition for each of Mr. Calamari’s, and Mr. Ryan’s Pre-Business Combination Better RSUs was satisfied upon the Closing of the Business Combination. The Pre-Business Combination RSUs that are both time- and liquidity-vested will settle in shares of Class B Common Stock shortly after the applicable vesting date. Additionally, on December 12, 2022, Pre-Business Combination Better granted Mr. Ryan 1,000,000 Pre-Business Combination Better Stock Options under the 2017 Plan, with an exercise price of $3.41, which will vest in equal 1/48th installments, such that the Pre-Business Combination Better Stock Options will be fully vested on December 12, 2026. Mr. Garg was not granted any equity awards in 2022.

Pre-Business Combination Better also previously instituted a loan program in which certain senior employees were allowed to borrow funds in order to early exercise compensatory Stock Options prior to their scheduled vesting date in exchange for shares of restricted stock, subject to the same vesting schedule as applied to the original Stock Option grant. Under the program, the employee was required to repay the outstanding principal amount of the loan, together with all accrued and unpaid interest, on the earlier of (i) the loan’s maturity date, (ii) 120 days after the date of the employee’s termination of employment for any reason, (iii) immediately prior to an unauthorized sale, conveyance, alienation or other transfer of the shares without Pre-Business Combination Better’s prior written consent, (iv) the day prior to the date that any change in the employee’s status would cause the loan to be a prohibited extension or maintenance of credit under Section 402 of the Sarbanes-Oxley Act, (v) a change in control and (vi) the date an event of default occurs. A limited group of senior executives who received loans from Pre-Business Combination Better in order to exercise Stock Options in 2021 entered into agreements also providing for repayment upon the consummation of an initial public offering. In addition, before selling any vested shares received upon the early exercise of Stock Options pursuant to the program, employees were required to repay the principal and interest amounts for such loan with respect to such shares to be sold. In addition, if the employee was terminated for any reason, Pre-Business Combination Better had the right and option for 90 days following such employee’s termination to purchase all unvested restricted shares as of the date of termination.

In connection with this program, Pre-Business Combination Better previously entered into partial recourse promissory notes with Messrs. Garg and Ryan in connection with the early exercise of Stock Options. Pursuant to the terms of the partial recourse promissory notes, Pre-Business Combination Better loaned $41,029,200 to Mr. Garg and $5,980,920 to Mr. Ryan. The notes bore an annual compound interest rate of 0.52% per annum or, if higher, the applicable federal rate in effect on the effective date, compounded semi-annually, for each of the loans, and no principal or interest was paid on the notes. Immediately prior to the Closing, Pre-Business Combination Better entered into loan termination agreements (the "Loan Termination Agreements") with respect to each of these three NEO’s loans that provided for the forfeiture of the shares collateralizing the notes (and, for Mr. Garg, other fully vested shares held by Mr. Garg) such that, the principal amount, together with all accrued and unpaid interest, of each of Messrs. Garg's and Ryan’s notes were terminated. In connection with the foregoing, Pre-Business Combination Better reimbursed and made whole Mr. Ryan for the taxes incurred by him in connection with his Loan Termination Agreement.

Better Home & Finance does not intend to grant any additional loans to employees in respect of early exercised Stock Options nor permit early exercise of Stock Options in the future.

The NEOs entered into employment arrangements with Pre-Business Combination Better as further described below under "Employment Agreements", which were assumed by the Company upon the Closing of the Business Combination. In addition, the Pre-Business Combination Better Board approved the adoption of the Better HoldCo Inc. Executive Change in Control Severance Plan (the "Executive Change in Control Severance Plan"), which was assumed by the Company upon the Closing of the Business Combination.

Pre-Business Combination Better is party to employment agreements with each of Messrs. Ryan and Calamari that are summarized below. Under the employment agreements, Messrs. Ryan and Calamari are eligible to participate in employee benefits and welfare plans and programs available to the Company's senior level executives and employees generally. Severance and termination benefits payable pursuant to the employment agreements generally are subject to the executive’s execution of a separation and general release agreement and continued compliance with post-closing covenants including non-competition and non-solicitation covenants that continue for 12 months following a termination of employment.

The Company has not entered into an employment agreement with Mr. Garg.

Mr. Ryan is party to an employment agreement with Pre-Business Combination Better, dated as of April 5, 2022, as amended (the “Ryan Employment Agreement”), which was assumed by the Company upon the Closing of the Business Combination. The Ryan Employment Agreement provides that Mr. Ryan will serve as Chief Financial Officer, and he will initially be paid a base salary of $1,000,000 per year, which may be increased or decreased by the Board. In addition, Mr. Ryan is entitled to receive an annual target bonus of 100% of his base salary and he is eligible to receive grants under the 2023 Plan, the amounts of which are determined by the Board and subject to upward or downward adjustment in its discretion.

The Ryan Employment Agreement provides for automatic one-year renewals unless either party notifies the other party of non-renewal at least 30 days’ prior to the end of such one year period. Upon a termination for any reason, Mr. Ryan will be entitled to receive any earned but unpaid base salary and any owed expense reimbursements, and the Company will provide Mr. Ryan with any compensation and benefits as may be due or payable under the terms and provisions of any employee benefit plans or programs of the Company. Upon a termination by the Company without Cause or by Mr. Ryan for Good Reason (as such terms are defined in the Ryan Employment Agreement), Mr. Ryan will also be eligible to receive:

In addition, if Mr. Ryan's employment is terminated due to death or Disability (as defined in the Ryan Employment Agreement), Mr. Ryan or his estate, as applicable, will also be entitled to receive the Ryan Pro-Rata Bonus.

In connection with entry into the Ryan Employment Agreement, Mr. Ryan entered into a Confidential Information, Invention Assignment and Arbitration Agreement, pursuant to which Mr. Ryan agreed not to disclose confidential information as well as customary non-competition and non-solicitation covenants by which Mr. Ryan is bound during his employment and for one year thereafter.

Mr. Calamari is party to an employment agreement with Pre-Business Combination Better, dated as of October 18, 2022 (the “Calamari Employment Agreement”), which was assumed by the Company upon the Closing of the Business Combination. The Calamari Employment Agreement provides that Mr. Calamari will serve as Chief Administrative Officer and Senior Counsel, and he will initially be paid a base salary of $750,000 per year, which may be increased or decreased by the Board. In addition, Mr. Calamari is entitled to receive an annual target bonus of 100% of his base salary and he is eligible to receive grants under the 2023 Plan, the amounts of which are determined by the Board and subject to upward or downward adjustment in its discretion.

The Calamari Employment Agreement provides for automatic one-year renewals unless either party notifies the other party of non-renewal at least 30 days’ prior to the end of such one year period. Upon a termination for any reason, Mr. Calamari will be entitled to receive any earned but unpaid base salary and any owed expense reimbursements, and the Company will provide Mr. Calamari with any compensation and benefits as may be due or payable under the terms and provisions of any employee benefit plans or programs of the Company. Upon a termination by the Company without Cause or by Mr. Calamari for Good Reason (as such terms are defined in the Calamari Employment Agreement), Mr. Calamari will also be eligible to receive:

In addition, if Mr. Calamari's employment is terminated due to death or Disability (as defined in the Calamari Employment Agreement), Mr. Calamari or his estate, as applicable, will also be entitled to receive the Calamari Pro-Rata Bonus.

In connection with entry into the Calamari Employment Agreement, Mr. Calamari entered into a Confidential Information, Invention Assignment and Arbitration Agreement, pursuant to which Mr. Calamari agreed not to disclose confidential information as well as customary non-competition and non-solicitation covenants by which Mr. Calamari is bound during his employment and for one year thereafter.

The Executive Change in Control Severance Plan was adopted by the Pre-Business Combination Better Board to ensure that Pre-Business Combination Better, and following the consummation of the Business Combination, Better Home & Finance, would have the continued dedication of key executives of the Company, including the NEOs (together, with the other participants, the “Participants”), by providing severance benefits to members of senior management whose employment is terminated by the Company without Cause or by the Participant for Good Reason (as such terms are defined in the Executive Change in Control Severance Plan) in connection with or following a Change in Control (as defined in the Executive Change in Control Severance Plan).

Under the Executive Change in Control Severance Plan, if the employment of a Participant is terminated without Cause or for Good Reason during the period beginning three months prior to and ending 12 months following a Change in Control, the Participant will be eligible to receive:

The payments and benefits under the Executive Change in Control Severance Plan are subject to the Participant signing a release of claims in the form used by Better immediately prior to the Change in Control, which re-affirms the Participant’s obligations to observe the terms of the restrictive covenants set forth in the Confidential Information, Invention Assignment and Arbitration Agreement.

Effective December 1, 2023, the Company adopted a clawback policy that was established in accordance with Rule 10D-1 under the Exchange Act and corresponding Nasdaq listing requirements and, in the event the Company is required to prepare an accounting restatement, provides for the recovery of incentive-based compensation received by any current or former executive officer that was based upon the attainment of a financial reporting measure that was erroneously awarded during the three-year period preceding the date that the restatement was required.

The Company provides a tax-qualified Section 401(k) plan for all employees, including the NEOs. The Company does not provide to employees, including its NEOs, any other retirement benefits, including, but not limited to, tax-qualified defined benefit plans, supplemental executive retirement plans and non-qualified defined contribution plans.

The following table sets forth information known to the Company regarding the beneficial ownership of shares of our Common Stock as of March 13, 2024, by:

The beneficial ownership of shares of our Common Stock is based on (i) 391,152,585 shares of Class A Common Stock, (ii) 292,894,465 shares of Class B Common Stock and (iii) 71,877,283 shares of Class C Common Stock issued and outstanding as of March 13, 2024. On all matters to be voted upon, holders of shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by law. Holders of Class A Common Stock are entitled to one vote per share, while holders of Class B Common Stock are entitled to three votes per share on all matters submitted to the stockholders for their vote or approval. Holders of Class C Common Stock are not entitled to voting rights with respect to such shares.

Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The following is a description of certain relationships and transactions that exist or have existed or that the Company has entered into, in each case, since January 1, 2023, with its directors, executive officers or stockholders who are known to the Company to beneficially own more than five percent of its voting securities and their respective affiliates and immediate family members.

Our CEO entered into a letter agreement, dated as of May 10, 2021 (the “Founder Side Letter”), with Aurora, pursuant to which, notwithstanding the lock-up provisions contained in the Company Holder Support Agreement, dated May 10, 2021, by and among certain holders of Pre-Business Combination Better capital stock ("Pre-Business Combination Better Capital Stock"), certain directors and all executive officers of Pre-Business Combination Better (the "Better Holder Support Agreement), our CEO is permitted to pledge shares of Common Stock held by our CEO or his affiliates or associates (the “Better CEO Related Entities”), in an aggregate principal amount of up to $150,000,000 (“Pledge Amount”), to support loans made to our CEO or the Better CEO Related Entities (as defined in the Founder Side Letter) by third-party lenders or depository institutions.

On August 22, 2023, certain existing stockholders of Pre-Business Combination Better entered into a registration rights agreement (the "Registration Rights Agreement") with the Sponsor and certain other persons. Pursuant to the Registration Rights Agreement, Better Home & Finance is required to register for resale securities held by the stockholders party thereto. Better Home & Finance, however, has no obligation to facilitate or participate in more than two underwritten offerings at the request or demand of the Sponsor or more than three underwritten offerings at the request or demand of the legacy stockholders of Pre-Business Combination Better. In addition, the stockholder parties have certain “piggy-back” registration rights with respect to registrations initiated by Better Home & Finance as well as certain customary block trade rights. Better Home & Finance has agreed to bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. On October 11, 2023, SVF Beaver and SB Northstar LP, a Cayman Islands exempted limited partnership and an affiliate of SoftBank Group Corp. ("SB Northstar"), entered into a joinder agreement to the Registration Rights Agreement with the Company.

On April 7, 2021, SVF II Beaver (DE) LLC, an affiliate of SoftBank Group Corp. ("SVF Beaver"), entered into a series of secondary market purchase transactions to acquire 20,305,672 shares of the common stock and preferred stock of Pre-Business Combination Better outstanding prior to the consummation of the Business Combination, which acquisition completed in the quarter ended June 30, 2021. In connection with such purchases, Better Home & Finance and our CEO are parties to certain letter agreements with SVF Beaver, each dated as of April 7, 2021, as may be amended, entered into in connection with such initial investment in Pre-Business Combination Better Capital Stock - namely the Contribution Agreement, R&W Side Letter and Voting Proxy (each as defined below).

Pre-Business Combination Better entered into a contribution agreement with SVF Beaver (the “Contribution Agreement”), pursuant to which SVF Beaver agrees to make certain capital contributions to Better Home & Finance upon the occurrence of certain “Realization Events.” The consummation of the Business Combination constituted a Realization Event pursuant to the terms of the Contribution Agreement. Accordingly, since the Business Combination occurred after the first anniversary of the execution of the Contribution Agreement, SVF Beaver is obligated to make a capital contribution to Better Home & Finance in an amount equal to 25% of its aggregate return on its investment in Pre-Business Combination Better shares based on the value of the consideration actually received by holders of Pre-Business Combination Better Capital Stock in the Business Combination at the Closing.

In addition, our CEO is party to a letter agreement (the “R&W Side Letter”) with SVF Beaver, pursuant to which our CEO made certain representations and warranties with respect to certain pending legal proceedings involving our CEO and agreed to use reasonable best efforts to settle such legal proceedings. Our CEO and SVF Beaver also entered into an irrevocable voting proxy (as amended, the “Voting Proxy”), pursuant to which, contingent on the final settlement of certain legal proceedings (which has not yet occurred), SVF Beaver irrevocably grants our CEO the sole and exclusive power to vote the Better shares acquired by SVF Beaver in connection with its initial investment in Pre-Business Combination Better Capital Stock. The Voting Proxy did not terminate in connection with the Business Combination.

Our CEO entered into a side letter with SB Northstar (the “Convertible Note Side Letter”), pursuant to which (i) our CEO

agreed to use reasonable best efforts to assist SB Northstar in arranging alternative financing or syndicating its position in the Convertible Note, (ii) our CEO agreed to indemnify SB Northstar for certain of its losses realized on the Convertible Note and (iii) SB Northstar agreed to pay over to our CEO certain gains realized on the Convertible Note.

On November 1, 2021, Pre-Business Combination Better and Pine Brook Capital Partners II, L.P. ("Pine Brook") reached a settlement agreement of litigation commenced by Pine Brook in connection with the Business Combination pursuant to which (1) Pre-Business Combination Better is entitled to repurchase, for $1, an amount of Aggregate Merger Consideration (as defined in the Merger Agreement) that Pine Brook receives in exchange for the common stock of Better into which 937,500 of Pine Brook’s shares of Pre-Business Combination Better’s Series A Preferred Stock convert prior to the Business Combination, (2) Pine Brook agrees to be subject to much of the Better Holder Support Agreement, except with respect to any lock-up obligation, (3) Pre-Business Combination Better and Aurora agree to amend the Merger Agreement to waive or remove the lock-up for holders of 1% or more of Pre-Business Combination Better Capital Stock, (4) Mr. Newman, acting in his capacity as Pine Brook’s appointed member of the Pre-Business Combination Better Board, immediately resigned from the Pre-Business Combination Better Board, and (5) the parties granted customary releases, including in relation to any potential breaches of fiduciary duties. This repurchase was effected in connection with the closing of the Business Combination.

On August 21, 2023, Pre-Business Combination Better entered into personal loan termination agreements (the “Termination Agreements”) to extinguish the outstanding loans to each of Vishal Garg, Kevin Ryan and Paula Tuffin in connection with the early exercise of the Stock Options held by each of Messrs. Garg and Ryan and Ms. Tuffin. In the case of Mr. Garg, the loan was extinguished in exchange for the repurchase of all 4,000,000 shares of Pre-Business Combination Better common stock collateralizing his promissory notes and 2,447,617 additional shares of Pre-Business Combination Better common stock owned by Mr. Garg, each at a fair market value of $6.21 per share of Pre-Business Combination Better common stock. In the case of Mr. Ryan and Ms. Tuffin, the loan was extinguished in exchange for a number of shares of Pre-Business Combination Better common stock (1,009,271 and 42,349, respectively) collateralizing their respective promissory notes with an aggregate fair market value equal to the outstanding obligations of principal and accrued interest due and payable under the respective notes, at a fair market value per share Pre-Business Combination Better common stock of $6.21 with respect to the vested shares and the exercise price of $5.06 with respect to the unvested shares.

Better Home & Finance has entered into customary indemnification agreements with each of its directors as well as each of its executive officers, pursuant to which Better Home & Finance agrees to indemnify the directors and the executive officers to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service as a director or executive officers to Better, and to advance expenses incurred as a result of any proceeding against them in connection with their services in accordance with the terms of such agreements.

Better Home & Finance has entered into a number of commercial agreements with related parties, which management believes provide Better Home & Finance with products or services that are beneficial to our commercial objectives. Often these products and services have been tailored to Better Home & Finance’s specific needs or are part of new pilot programs, both for Better Home & Finance 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.

Better Mortgage Corporation ("Better Mortgage"), a wholly owned subsidiary of Better Home & Finance, originally entered into a data and analytics services agreement, dated as of August 25, 2016, with TheNumber, LLC ("TheNumber"), an entity in which our CEO and 1/0 Holdco collectively hold a majority ownership interest, amended as of December 6, 2016 and November 29, 2017. On September 10, 2021, Better Home & Finance and TheNumber entered into a technology integration and license agreement, which was amended and restated on November 12, 2021 and subsequently extended on January 1, 2023, to develop a consumer credit profile technology which is to be launched in three stages. 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 Better Home & Finance. The fees and expenses we paid TheNumber in connection with this relationship are $0.8 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. The Company had a payable of $0.2 million and $0.2 million as of December 31, 2023 and 2022, respectively. The services provided by TheNumber are not integral to Better Home & Finance’s technology platform and amounts incurred are not material to Better Home & Finance.

For the years ended December 31, 2023 and 2022, we incurred $43.2 thousand and $98.2 thousand, respectively, of expenses under the agreement of which $65 thousand and $42.9 thousand are included within mortgage platform expenses and negative $21.8 thousand and $55.3 thousand are included within marketing and advertising expenses on the consolidated statements of operations and comprehensive loss and a payable of none and $15.0 thousand included within other liabilities on the consolidated balance sheets as of December 31, 2023, and 2022, respectively.

On January 14, 2022, Better Trust I, a subsidiary of Better Home & Finance, entered into a master loan purchase agreement (the “Notable MLPA”) and service agreement with Notable in relation to the Better Home program to purchase from Notable up to $20.0 million of unsecured home improvement loans underwritten and originated by Notable for Better Home & Finance’s customers, respectively. Under the Notable MLPA, Notable originated home improvement loans, all of which Notable made available for purchase by Better Home & Finance. No additional cost outside the sale of the loan was contemplated by the Notable MLPA. For the years ended December 31, 2023, and 2022, Better Home & Finance paid Notable $6.3 million and $8.3

million, respectively, pursuant to this Notable MLPA.

On September 12, 2022, the 2021 Notable Program Agreement was amended and replaced (the “2022 Notable Program Agreement”) to provide for a structure in which Notable originates, funds, and services the loans and Better Home & Finance pays Notable for each loan originated. Under the 2022 Notable Program Agreement, Better Home & Finance markets Notable’s products to customers through special offers and rewards for customers in a referral-based partnership rather than the fully-integrated loan purchase relationship provided for under the Notable MLPA. While Better Home & Finance does not view any revenue generated directly from this marketing arrangement as material, Better Home & Finance believes that providing customers with access to the Better Home Improvement Line of Credit has conversion benefits, where customers could be more likely to get a mortgage, real estate services, or insurances services through Better Home & Finance if they are offered this product concurrently. The 2022 Notable Program Agreement enables Better Home & Finance to offer this product without requiring significant internal operational resources or balance sheet capacity. The term of the 2022 Notable Program Agreement is one year subject to an auto-renewal for a second year if not terminated within 90 days prior to its renewal. The services provided by Notable are not integral to Better Home & Finance’s technology platform and amounts incurred are not material to Better Home & Finance.

Better Home & Finance is a party to a data analytics services agreement with Zethos, Inc. (“Truework”), an entity in which Vishal Garg, our CEO, is an investor and Steven Sarracino, a director of the Company, is an investor and serves as a member of the board of directors. Under the data analytics services agreement, Truework provides digital Verification of Employment (“VOE”) and Verification of Income (“VOI”) services to Better Home & Finance during the mortgage loan origination process to confirm the employment and income of borrowers seeking a mortgage. This is data required for underwriting mortgages to the specifications of Fannie Mae, Freddie Mac and private loan purchasers. These data services are standard product offerings of Truework, which they offer to a number of mortgage lenders. Truework is one of multiple vendors Better Home & Finance uses for VOE and VOI services. Better Home & Finance originally entered into the data services agreement in June 2020, and amended the agreement in October 2021 to run until September 30, 2023. In connection with usage of the services, the Company incurred expenses of $145.9 thousand and $0.5 million for the years ended December 31, 2023 and 2022, respectively, and a payable of $6.7 thousand and $16.2 thousand as of December 31, 2023, and 2022, respectively.

The Company has adopted a written Related Party Transactions Policy that governs transactions with related parties in conformity with applicable SEC and Nasdaq requirements (the "Related Party Transactions Policy"). The Related Party Transactions Policy requires that a “related person” (as defined under Item 404(a) of Regulation S-K) must notify the Company's General Counsel (or, if the related person is the General Counsel or his or her immediate family member, the CFO) prior to entering into any “related party transaction” (defined as any transaction in which (i) the Company is or will be a participant, (ii) the amount involved will or may reasonably be expected to exceed the lesser of $120,000 or 1% of the average of the Company's total assets at year end for the prior two fiscal years and (iii) any related person has or will have a direct or indirect material interest) of the facts and circumstances with respect thereto. The Company's General Counsel, or CFO (if applicable), will then undertake an evaluation of the proposed transaction and, if such evaluation indicates that the proposed transaction would be a related party transaction and consequently requires approval by the Audit Committee, the General Counsel or CFO (if applicable) will report such proposed related party transaction and all relevant facts and circumstances to the Audit Committee for its consideration. No related party transaction may be entered into without the approval or ratification of the Audit Committee. The Related Party Transactions Policy provides that directors interested in a proposed related party transaction will not participate in any discussion or vote regarding approval, or ratification of approval, of such transaction.

Our Board has established the record date for the 2024 Annual Meeting as April 8, 2024. Only holders of record of the Company’s Class A Common Stock and Class B Common Stock at the close of business on the record date are entitled to receive the Notice and vote at the 2024 Annual Meeting. On April 8, 2024, the Company had 392,522,531 shares of Class A Common Stock and 291,901,442 shares of Class B Common Stock outstanding.

In addition, on April 8, 2024, the Company had 71,877,283 shares of Class C Common Stock outstanding, which is not entitled to vote on the proposals to be considered at the 2024 Annual Meeting, but is convertible into Class A Common Stock on a one-for-one basis at the option of the holder. Holders of record of the Company's Class C Common Stock are entitled to receive the Notice of the 2024 Annual Meeting.

If you are a holder of record of the Class A Common Stock or Class B Common Stock, you may vote as set forth in the Notice, or as follows:

Your vote will be cast in accordance with the instructions authorized by Internet or telephone or included on a properly signed and dated proxy card, as applicable. We must receive your vote, either by Internet, telephone or proxy card, by 11:59 PM (Eastern Time) on Monday, June 3, 2024, the day before the 2024 Annual Meeting, for your vote to be counted.

Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. It will also instruct you as to how you may submit your proxy on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. If you receive more than one Notice, it generally means that some of your shares are registered differently or are in more than one account. Please provide voting instructions for each Notice you receive.

The Board recommends a vote “FOR” each of the director nominees and "FOR" proposals 2, 3 and 4. Below is a summary of the vote required for adoption of each proposal and the respective effect of abstentions and broker non-votes. For more detailed information, see each respective proposal.

The presence, in person or by proxy, of the holders of a majority of the voting power of the shares issued and outstanding and entitled to vote at the 2024 Annual Meeting constitutes a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee, such as a broker holding shares in “street name” for a beneficial owner, does not vote on a proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (“NYSE”), which are also applicable to Nasdaq-listed companies such as Better Home & Finance, brokers, banks and other securities intermediaries may use their discretion to vote “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. We understand that Proposals 1 and 3 are considered “non-routine” under NYSE rules such that a broker, bank or other agent may not vote shares on those proposals in the absence of voting instructions. Conversely, we understand that Proposals 2 and 4 are considered “routine” under NYSE rules such that a broker, bank or other agent may vote shares on those proposals in the absence of voting instructions. However, even with respect to routine matters, some brokers may choose not to exercise discretionary voting authority. As a result, we urge you to direct your broker, trustee or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

If you are a beneficial owner of shares held in "street name" by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of Better Home & Finance’s Common Stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

Each share of Class A Common Stock outstanding on the record date is entitled to one vote and each share of Class B Common Stock outstanding on the record date is entitled to three votes. As of the close of business on the record date, there were outstanding and entitled to vote 392,522,531 shares of Class A Common Stock and 291,901,442 shares of Class B Common Stock. Stockholders do not have the right to cumulate their votes for the election of directors. Except as otherwise required by applicable law or the Amended and Restated Certificate of Incorporation, holders of Class C Common Stock are not entitled to vote on any matter submitted to a vote of stockholders.

If you submit a proxy without giving voting instructions, your shares will be voted in accordance with the Board’s recommendations on all matters presented in this Proxy Statement, and as the persons named as proxies in the proxy card may determine in their discretion with respect to any other matters properly presented at the 2024 Annual Meeting.

Even if you voted by telephone or on the Internet, or if you requested paper proxy materials and signed the proxy card, you may revoke your proxy before it is voted at the 2024 Annual Meeting by delivering a signed revocation letter to Paula Tuffin, General Counsel, Chief Compliance Officer and Secretary. You may also revoke your proxy by submitting a new proxy dated later than your first proxy, or by a later-dated vote by telephone or on the Internet. If you are attending virtually and have previously mailed your proxy card, you may revoke your proxy and vote virtually at the 2024 Annual Meeting. Your attendance at the 2024 Annual Meeting will not by itself revoke your proxy. If you are a holder of shares held in street name by your broker and you have previously directed your broker to vote your shares, you should instruct your broker to change or revoke your vote if you wish to do so. If you are a holder of shares held in street name by your broker and wish to cast your vote in person at the 2024 Annual Meeting, you should obtain a proxy to vote your shares from your broker.

Proxies may be solicited on behalf of our Board by mail or telephone, on the Internet or in person, and Better will pay the solicitation costs on behalf of the Company. The Notice will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and Better will reimburse those record holders for their reasonable expenses on behalf of the Company.

Broadridge Financial Solutions, Inc. has been retained by Better Home & Finance to facilitate the distribution of proxy materials at a customary fee plus distribution costs and other costs and expenses.

Our Board is not aware of any other matters to be presented at the 2024 Annual Meeting. If any other matter proper for action at the meeting is properly presented, the holders of the accompanying proxy will have discretion to vote the shares represented by the proxy on such matter in accordance with their best judgment. If any matter not proper for action at the meeting should be presented, the holders of the proxy will vote against consideration of the matter or the proposed action.

Stockholders and other interested parties who wish to contact our directors may send written correspondence to Better Home & Finance Holding Company, 3 World Trade Center, 175 Greenwich Street, New York, New York 10007, Attention: Corporate Secretary. Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the Corporate Secretary and then distributed either in summary form or by delivering a copy of the communication to the director, or group of directors, to whom they are addressed.

Directors may be nominated by the Board or by stockholders of the Company in accordance with the Bylaws. The Corporate Governance and Nominations Committee recommends to the Board criteria for Board membership, which includes the criteria in our Corporate Governance Guidelines, and when requested by the Board, recommends individuals for membership on the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Nominees for director are selected on the basis of their business experience, qualifications, attributes and skills, such as relevant industry knowledge, specific experience with technology, accounting, finance, leadership, strategic planning, international markets, independence, judgment, integrity, diversity of backgrounds, the absence of potential conflicts with our interests and such other criteria as may be established by the Board from time to time. In addition, the Board considers, in light of our business, each director nominee's experience, qualifications, attributes and skills that are identified in the biographical information contained in "Proposal 1 - Election of Directors."

To nominate a person to serve on the Board, a stockholder should write to Better Home & Finance Holding Company, 3 World Trade Center, 175 Greenwich Street, New York, New York 10007, Attention: Corporate Secretary. Director nominations must be delivered to the Corporate Secretary in accordance with the Bylaws. This generally means the nomination must be delivered not later than the ninetieth (90th) day nor earlier than the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting, provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date of the preceding year’s annual meeting, the notice must be delivered not earlier than the one hundred and twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Company. The nomination must contain any applicable information set forth in the Bylaws. The Corporate Governance and Nominations Committee will consider and evaluate persons nominated by stockholders in the same manner as it considers and evaluates other potential directors.

The Company will review for inclusion in next year’s proxy statement stockholder proposals received by December 23, 2024. Such proposals must satisfy all applicable requirements of Rule 14a-8 of the Securities Exchange Act and should be sent to Paula Tuffin, General Counsel, Chief Compliance Officer and Secretary of the Company at Better Home & Finance Holding Company, 3 World Trade Center, 175 Greenwich Street, New York, New York 10007.

Stockholder proposals, including nominations for directors, not included in next year’s proxy statement may be brought before the 2025 annual meeting by a stockholder of the Company who is entitled to vote at the meeting, who has given a written notice to the General Counsel, Chief Compliance Officer and Secretary of the Company containing certain information specified in the Bylaws and who was a stockholder of record at the time such notice was given. To be timely for our 2025 annual meeting, such notice must be delivered to or mailed and received at the address in the preceding paragraph no earlier than February 4, 2025, and no later than March 6, 2025, except that if the 2025 annual meeting is held before May 5, 2025 or after August 3, 2025, such notice must be delivered at the address in the preceding paragraph no earlier than 120 days prior to the date of such annual meeting and not later than the close of business on the later of (i) the ninetieth day prior to the date of such annual meeting or (ii) the tenth day following the day on which a public announcement of the date of such annual meeting is first made.

Our Bylaws require that stockholder recommendations for nominees to the Board must include, among other things, the name of the nominee or nominees, information regarding the nominee or nominees that would be required to be included in solicitations or proxies for election of directors in an election contest and a consent signed by the nominee or nominees evidencing consent to be named in the proxy statement and willingness to serve on the Board, if elected. Stockholders who intend to submit nominations to the Board must comply with all provisions of our Bylaws and provide timely written notice thereof.

If a stockholder shares an address with one or more other Better stockholders, the stockholder may have received only a single copy of the 2023 Annual Report, Proxy Statement or Notice for the stockholder's entire household. This practice, known as “householding,” is intended to reduce printing and mailing costs.

Registered stockholders who prefer to receive a separate Annual Report, Proxy Statement or Notice this year or in the future, or who receive multiple copies at their address and would like to enroll in “householding” and receive a single copy, should contact Computershare at 800-736-3001. Written requests may be sent to Computershare Trust Company, N.A. by mail to P.O. Box 43006, Providence, RI 02940-3006 or by courier delivery to 150 Royall Street, Suite 101, Canton, MA 02021. Stockholders who are beneficial owners should contact their bank, brokerage firm or other intermediary to make such a request. There is no charge for separate copies.

The 2023 Annual Report is being made available on or about April 22, 2024, to persons who were stockholders of record as of April 8, 2024, the record date for the 2024 Annual Meeting. These materials do not form part of the material for the solicitation of proxies.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged on its behalf by its duly authorized officer as of this [●] day of [●], 2024.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged on its behalf by its duly authorized officer as of this [●] day of [●], 2024.