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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-04-08 · 66 added, 79 removed, 212 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based on this evaluation, our Chief Executive Officer and our President and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective because of the previously disclosed material weaknesses in our internal control over financial reporting described below.

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Previously Reported Material Weaknesses in Internal Control over Financial Reporting

While preparing the consolidated financial statements included in this Annual Report, our management concluded that the following material weaknesses in internal control over financial reporting, previously reported as of December 31, 2022, were not fully remediated as of December 31, 2023:

• The Company determined that certain actions taken by our CEO failed to set a tone at the top that supported a strong culture of internal controls based on the criteria established by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), which requires the Company to demonstrate a commitment to integrity and ethical values, and for management to establish structures, reporting lines, and appropriate authorities and responsibilities.

The Company's management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Annual Report on Form 10-K.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, due to the material weaknesses described below, our disclosure controls and procedures were not effective as of December 31, 2024.

Notwithstanding the material weaknesses, management has concluded that the financial statements included elsewhere in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows in the conformity with U.S.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Rule 13a-15(f) and Rule 15d15(f) under the Exchange Act and based on the criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO Framework”).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO Framework as of December 31, 2024.

Based on our assessment and those criteria, the Chief Executive Officer and Chief Financial Officer have concluded that our internal controls over financial reporting were not effective because of the material weaknesses in our internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Material Weaknesses

• The Company determined that certain actions taken by our Chief Executive Officer failed to set a tone at the top that supported a strong culture of internal controls based on the criteria established by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), which requires the Company to demonstrate a commitment to integrity and ethical values, and for management to establish structures, reporting lines, and appropriate authorities and responsibilities.

• The Company did not maintain an effective control environment, nor did it implement proper control activities required by the COSO Framework due to the limited number of accounting personnel with relevant experience and sufficient capacity.

• The Company previously identified a material error in a valuation provided by a third-party due to the limited number of accounting personnel with relevant experience and sufficient capacity to review the valuation.

Remediation of Previously Reported Material Weaknesses

The above material weaknesses could result in misstatements to our financial statements in the future, if not remediated.

Remediation Efforts with Respect to Material Weaknesses

With oversight from the Audit Committee of the Company’s board of directors and input from the Company’s board of directors, management is in the process of designing and implementing changes in processes and controls to remediate the material weaknesses described above.

The measures we have taken and plan to take to remediate the identified material weakness and further evolving our accounting processes include:

• An independent management and ethics committee has been established to evaluate the control environment including review of ethical concerns, whistleblower concerns, and related party arrangements with periodic reporting to the Board.

• Company-wide training associated with ethics and compliance has been implemented.

• Management positions have been created to monitor the company’s culture and oversee operations.

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• We have developed an organizational structure and specific roles within accounting designed to ensure specific and relevant expertise is in place to address pervasive concerns associated with deficiencies to the internal control over financial reporting environment and also to provide oversight and expertise for complex accounting transactions where the work of third party expertise is included in the control processes.

Three experienced accounting personnel have been onboarded in 2023 and the first quarter of 2024 who are, and have been, evaluating and redesigning processes and procedures designed to achieve effective internal controls.

We may modify our remediation plan and may implement additional measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course.

We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are designed and operating effectively.

Management’s Report on Internal Control over Financial Reporting

As disclosed elsewhere in this Annual Report, we completed the Business Combination in August 2023.

Prior to the Business Combination, our predecessor Aurora was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.

As a result, and due to the timing of the Business Combination, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2023.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.

The measures we are taking to remediate the identified material weaknesses and further evolve our accounting processes include:

Actions specific to the remediation of the material weakness in internal control over financial reporting during the year ended Dec.

31, 2024, related to the company’s tone at the top including demonstration of a commitment to integrity and ethical values, and the establishment of structures, reporting lines, and appropriate authorities and responsibilities.

• We have established a management ethics and compliance committee reporting directly to the Audit Committee of the Board of Directors which ensures that concerns related to integrity and ethical values are independently evaluated, investigated, and reported to the Audit Committee.

• The Chief Executive Officer has completed Executive Coaching to address behavioral aspects of his management style to the satisfaction of the Board of Directors.

• We have enhanced reporting lines, authorities, and responsibilities with the appointment of an independent director to serve as the Chairman of the Board, and appointment of a President/Chief Operations Officer.

• We have identified and evaluated the design and effectiveness of Entity Level Controls which set the tone at the top, establish and check adherence to standards of conduct, and address deviations promptly.

• We have identified and evaluated the design and effectiveness of certain Entity Level Controls which establish, with governance body oversight, structures, reporting lines and appropriate authorities across the business.

Actions specific to the remediation of the material weaknesses in internal control over financial reporting during the year ended Dec.

31, 2024 related to 1) maintaining an effective control environment and implementing proper control activities and 2) review and oversight of complex accounting valuations provided through third parties.

• We have created a Chief Accounting Officer role within the Chief Financial Officer’s organization to specifically focus on developing and maintaining an effective organizational structure defining the roles, responsibilities, and job duties.

• We have invested in key accounting personnel to increase the likelihood that experienced and skilled accounting resources are recruited and retained.

• Designing and implementing internal controls over financial reporting to address risks related to financial reporting.

• Designing and implementing the controls the company has designed related to complex accounting matters related to estimates, including the review of third-party specialist’s work, as well as the reasonableness of key assumptions, methodologies, and underlying data used in the estimate.

We may modify our remediation plan and will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are designed and operating effectively.

In addition, under the direction of the Audit Committee of the Board, our management will continue to review and make necessary changes to the overall design of our internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.

As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine to take additional measures to address control deficiencies.

Changes in Internal Control over Financial Reporting

Other than in connection with the implementation of the remedial measures described above, during the three months ended December 31, 2023, the Company has not identified any changes in internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Except for as described above, there were no changes during the quarter ended December 31, 2024, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

3 unchanged sentences

Not applicable.

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Directors, Executive Officers and Corporate Governance

Except as noted below, the information required by Item 10 is incorporated herein by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders.

Insider Trading Policy

Better has an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by directors, officers, managers and employees.

The Company also follows procedures for the repurchase of its securities.

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

The Insider Trading Policy is filed with this Form 10-K as Exhibit 19.1.

Information About Our Executive Officers

2 unchanged sentences

Vishal Garg Chief Executive Officer 47

Kevin Ryan President and Chief Financial Officer 53

Kevin Ryan Chief Financial Officer 54

Nicholas Calamari Chief Administrative Officer and Senior Counsel 46

8 unchanged sentences

in Finance and International Business from New York University.

Ryan has served as our President and Chief Financial Officer since the Closing.

Ryan served as Chief Financial Officer of Pre-Business Combination Better from October 2020 and Interim President from March 2023 until the Closing.

Ryan served as Chief Financial Officer of the Pre-Business Combination Better from October 2020 and has served as our Chief Financial Officer since the Closing.

Ryan also served as Interim President from March 2023 until June 2024.

Prior to joining Pre-Business Combination Better, Mr.

26 unchanged sentences

Equity Compensation Plan Information

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The following table provides information as of December 31, 2024, concerning shares of Class A Common Stock and Class B Common Stock issuable under the Company’s equity compensation plans.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

4 unchanged sentences

Total 1,225,196 $77.37 1,944,671

(1) No awards were granted under the Better Home & Finance Holding Company 2023 Equity Incentive Plan (the “2023 Plan”) as of December 31, 2023 and no initial offering period has commenced under the Better Home & Finance 2023 Employee Stock Purchase Plan (the “ESPP”).

(1) A total of 568,973 RSUs were granted under the Better Home & Finance Holding Company 2023 Equity Incentive Plan (the “2023 Plan”) as of December 31, 2024.

No initial offering period has commenced under the Better Home & Finance 2023 Employee Stock Purchase Plan (the “ESPP”).

(2) Consists of 1,622,392 shares of Class A Common Stock remaining available for future issuance under the 2023 Plan and 322,279 shares of Class A Common Stock remaining available for future issuance under the ESPP, as of December 31, 2024.

13 unchanged sentences

The information required by Item 14 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.

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Exhibits and Financial Statements Schedules.

9 unchanged sentences

Exhibit Description Form Exhibit Filing Date

2.1* Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 May 14, 2021

2.2 Amendment No.

1 to the Agreement and Plan of Merger, dated as of October 27, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 October 29, 2021

2.3 Amendment No.

2 to the Agreement and Plan of Merger, dated as of November 9, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

S-4/A 2.4 November 12, 2021

2.4 Amendment No.

3 to the Agreement and Plan of Merger, dated as of November 30, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 December 2, 2021

2.5 Amendment No.

4 to the Agreement and Plan of Merger, dated as of August 26, 2022, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 August 29, 2022

2.6 Amendment No.

5 to the Agreement and Plan of Merger, dated as of February 24, 2023, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 March 2, 2023

2.7 Amendment No.

6 to the Agreement and Plan of Merger, dated as of June 23, 2023, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc.

and Better Holdco, Inc.

8-K 2.1 June 26, 2023

3.1 Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company

10-K 3.1 April 8, 2024

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company, dated August 16, 2024

8-K 3.1 August 19, 2024

3.3 Bylaws of Better Home & Finance Holding Company

6 unchanged sentences

8-K 4.2 August 28, 2023

4.3 Description of Securities

8-K 4.1 August 19, 2024

10.1 Indenture, dated as of August 22, 2023, by Better Home & Finance Holding Company, the Subsidiary Guarantors signatory thereto, and GLAS Trust Company LLC.

8-K 10.3 August 28, 2023

4.4 Description of Securities

10.2 Amended and Restated Registration Rights Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Novator Capital Sponsor Ltd., and certain persons signatory thereto.

10 unchanged sentences

S-1 10.5 October, 12 2023

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Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

10.7# Form of Better Holdco Inc.

24 unchanged sentences

8-K 10.6 August 28, 2023

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

10.17 Amendment No.

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10.31# Amendment to Employment Agreement, dated March 29, 2024, between Kevin Ryan and Better Home & Finance Holding Company

10.32# Form of Restricted Stock Unit Award Agreement and Grant Notice

8-K 10.1 February 7, 2024

19.1 Insider Trading Policy of Better Home & Finance Holding Company

21.1 List of subsidiaries of Better Home & Finance Holding Company

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C.

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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

9 unchanged sentences

Not applicable.

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Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BETTER HOME & FINANCE HOLDING COMPANY

April 8, 2024 By:

March 19, 2025 By:

/s/Kevin Ryan

President and Chief Financial Officer

Chief Financial Officer

(on behalf of the Registrant and as the Registrant’s Principal Financial Officer and Principal Accounting Officer)

Each person whose individual signature appears below hereby authorizes and appoints Kevin Ryan and Paula Tuffin, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/Vishal Garg Chief Executive Officer and Director (Principal Executive Officer) April 8, 2024

/s/Kevin Ryan President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

April 8, 2024

/s/Harit Talwar Director and Chairman of the Board of Directors April 8, 2024

/s/Michael Farello Director April 8, 2024

/s/Vishal Garg Chief Executive Officer and Director (Principal Executive Officer) March 19, 2025

/s/Kevin Ryan Chief Financial Officer (Principal Financial and Principal Accounting Officer)

March 19, 2025

/s/Harit Talwar Director and Chairman of the Board of Directors March 19, 2025

/s/Michael Farello Director March 19, 2025

Michael Farello

/s/Steven Sarracino Director April 8, 2024

/s/Steven Sarracino Director March 19, 2025

Steven Sarracino

/s/Riaz Valani Director April 8, 2024

/s/Prabhu Narasimhan Director April 8, 2024

/s/Prabhu Narasimhan Director March 19, 2025

Prabhu Narasimhan

/s/Arnaud Massenet Director April 8, 2024

/s/Arnaud Massenet Director March 19, 2025

Arnaud Massenet

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures