1 unchanged sentence
The following discussion and analysis of our financial condition and results of operations should be read together with our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, in each case, together with related notes thereto, included elsewhere in this Annual Report.
−Removed: In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this Annual Report.
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Company Overview
−Removed: We are building a next-generation platform that we believe can revolutionize the world’s largest, oldest and most tangible asset class, the home.
+Added: We are a technology-enabled homeownership company that offers mortgage, home equity, and other homeownership products through a digital platform.
Our holistic solution and marketplace model, enabled by our proprietary technology, allows us to take one of our customers’ largest and most complex financial journeys-the process of owning a home-and transform it into a more simple, transparent and ultimately affordable process.
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We are a technology-driven organization.
−Removed: We are seeking to disrupt a business model by leveraging our proprietary platform, Tinman, to enhance the automation of the home finance process.
+Added: We are seeking to disrupt a business model by leveraging our proprietary platform, Tinman, to enable us to deliver on what we believe is most important for our customers:
+Added: a seamless experience, time saved, and higher certainty on the single biggest financial decision of their lives.
Through this process, we aim to reduce the cost to produce a loan and in the future to create a platform with all homeownership products embedded into a highly automated, single flow, allowing us to pass along savings to our customers.
We are focused on improving our platform and plan to continue making investments to build our business and prepare for future growth.
−Removed: We believe that our success will depend on many factors, including our ability to drive customers to our platform, and convert them once they come to us, through both our direct-to-consumer (“D2C”) channel and our partner relationship (“B2B”) channel, achieve leverage on our operational expenses, execute on our strategy to fund more purchase loans and diversify our revenue by expanding and enhancing our offerings.
+Added: We believe that our success will depend on many factors, including our ability to drive customers to our platform, and convert them once they come to us, achieve leverage on our operational expenses, execute on our strategy to fund more purchase loans and diversify our revenue by expanding and enhancing our offerings.
We plan to continue to invest in technology to improve customer experience and further drive down labor costs through automation, making our platform more efficient and scalable.
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The revenue and mix of revenue as a percentage of total revenue attributable to our sale of loan production (Gain on loans, net) and Better Plus (Other revenue) and net interest income for the years ended December 31, 2025 and 2024 is as follows:
−Removed: Year Ended Ended December 31,
+Added: Year Ended December 31,
(Amounts in thousands, except percentage amounts)
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Other revenue 11,299 7 % 12,888 12 %
−Removed: Net interest income/(loss) 17,502 16 % (2,565) (4) %
+Added: Net interest income 17,425 11 % 17,502 16 %
Total net revenues $ 164,872
−Removed: Home Finance Mortgage Model—Gain on loans, net
+Added: Home Finance—Gain on loans, net
We produce a wide selection of mortgage loans and leverage our platform to quickly sell these loans and related mortgage servicing rights (“MSRs”) to our loan purchaser network.
We source our customers through two channels:
−Removed: our D2C channel and our B2B channel.
+Added: our D2C channel and our Platform channel.
+Added: In 2025, we wound down our Ally Partnership, previously referred to as “B2B channel,” which concluded as of December 31, 2025.
Through our D2C channel, we generate gain on loans, net by selling loans and MSRs to our loan purchaser network, recognizing D2C revenue per loan.
−Removed: Through our B2B channel, we generate revenue from integrated relationships and advertising relationships.
−Removed: Through our advertising relationships, we generate gain on loans, net the same way we do in our D2C channel, by selling loans to our loan purchaser network.
−Removed: Through our integrated
−Removed: relationships, we generate a fixed fee per loan originated, which we recognize as revenue upon the funding of the loan by the partner.
−Removed: We may also purchase certain of the loans from our integrated relationship partner, which we may subsequently sell to our loan purchaser network at our discretion.
−Removed: For loans subsequently sold to our loan purchaser network, the partner receives a portion of the sale proceeds.
−Removed: Although we aim to expand our B2B relationships, as of December 31, 2024, this channel was primarily comprised of our integrated relationship with Ally Bank, which we are currently winding down.
−Removed: Better Plus Model—Other revenue
−Removed: Better Plus revenue consists of revenue from non-mortgage product offerings including real estate services (Better Real Estate) and insurance services, which includes title insurance (Better Cover).
−Removed: Through Better Real Estate services, we offer settlement services during the mortgage transaction, which include wire services, document preparation, and other mortgage settlement services.
−Removed: As part of Better Real Estate we offer real estate services through our national network of real estate agents, primarily third-party partner real estate agents.
−Removed: Our technology matches prospective buyers with local agents, who help them identify houses, see houses, and navigate the purchase process.
−Removed: In the partner agent model, we refer customers to a network of external agents that assist them with searching for a home for which we receive a cooperative brokerage fee.
−Removed: Through Better Cover we offer customers access to a range of homeowners insurance policy options through our digital marketplace of third-party insurance partners.
−Removed: We act as an agent to insurance carriers and receive an agency fee from the insurance carriers for policies sold and renewed.
−Removed: We also offer title insurance primarily as an agent and work with third-party providers that fulfill and underwrite the title insurance policies.
+Added: Through our Platform channel, we generate revenue from various partnerships with mortgage originators and technology companies, as well as our in-market loan officer teams, which ramped over the course of 2025.
+Added: These partnerships come in different structures.
+Added: For some, we access our partners’ customer base and originate loans on our platform and in other arrangements, the partner originates the loan and we provide the technology, underwriting, and fulfillment.
+Added: Tab l e of Contents
+Added: Better Plus—Other revenue
+Added: We complement our residential mortgage loan products through Better Plus, which includes a set of non-mortgage homeownership products and services offered primarily through third-party strategic partners.
+Added: These offerings include referrals to real estate agents, title insurance and settlement services provided through third-party providers, and access to homeowners insurance policies through a digital marketplace of insurance partners.
+Added: In these arrangements, we generally act as an agent or referral source and receive fees from third-party providers.
+Added: Better Plus products are integrated into our platform to support customers throughout the homeownership process.
+Added: Mortgage Interest Income —Net interest income
+Added: As we originate mortgages, there is a short period between the funding of a loan and its sale into our investor network.
+Added: During this time, we borrow against our warehouse lines of credit as a source of capital and pay interest on those borrowings.
+Added: It is not uncommon for a mortgage to be awaiting sale while the borrower's first interest payment is collected.
+Added: In these instances, Better collects and recognizes that interest as revenue.
+Added: Once the mortgage is sold to our investor network, the warehouse line of credit is repaid and we do not collect any future interest payments on that loan.
+Added: International Interest Income —Net interest income
+Added: Through our UK subsidiary, Birmingham Bank conducts typical banking activities, including collecting deposits from customers on which it pays interest, and deploying those deposits as a source of capital to originate mortgages on which it collects interest payments.
International Lending Revenue—Other revenue
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International lending activities primarily include broker fees earned via our digital mortgage broker in the U.K.
−Removed: During the fourth quarter of 2024, management enacted a plan to sell several entities in the U.K., which management expects to complete the sales within one year, as such the revenue from our international lending activities is winding down.
+Added: During 2024, management enacted a plan to sell several entities in the U.K., one of those sales completing in Q3 2025, with the remaining expected to be completed in 2026.
+Added: As such the revenue from our non-core international operations is winding down.
Factors Affecting Our Performance
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In a decreasing interest rate environment, mortgage loan refinance volumes typically increase.
−Removed: Conversely, in an increasing interest rate environment, mortgage loan refinancing volumes and home purchase volumes typically decline, with mortgage loan refinancing volumes being particularly sensitive to increasing interest rates as customers are no longer incentivized to refinance their current mortgage loans at lower interest rates.
+Added: Conversely, in an increasing interest rate environment, mortgage loan refinancing volumes and home purchase volumes typically decline, with mortgage loan refinancing volumes being particularly sensitive to increasing interest rates as customers are no longer incentivized to refinance their current mortgage loans at higher interest rates.
However, increasing interest rates are also indicative of overall economic growth and inflation that could generate demand for more cash-out refinancings, purchase mortgage loan transactions and home equity loans, which may partially offset the decline in rate and term refinancings resulting from a rising interest rate environment.
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In order to mitigate direct exposure to interest rate risk between the time at which a borrower locks a loan and the sale of the loan into our purchaser network, we enter into IRLCs and other hedging agreements.
−Removed: Beginning in April 2021, the United States began experiencing a significant rise in interest rates, which increased for a variety of reasons, including inflation, increases to the federal funds rate and other monetary policy tightening, market capacity constraints and other factors, which continued in 2023 and 2024, resulting in a decrease in overall funding activities in the mortgage market generally.
−Removed: As interest rates rise, the population of customers who can save money by refinancing, because their existing mortgage rate is higher than current mortgage rates, declines.
−Removed: In addition, higher prevailing market rates both reduce the propensity of new home buyers to enter the market and reduce those willing to sell their homes or take existing equity out of their homes through a cash-out refinance.
−Removed: This creates a supply-demand imbalance where mortgage lenders are competing for fewer customers, and become increasingly price competitive to win business, thereby accepting lower potential Gain on Sale Margin.
−Removed: This competition manifests in industry-wide gain on sale compression and decreased industry origination volume in higher rate environments.
+Added: In order to manage interest rate risk on our Loans Held for Investment portfolio, we have entered into pay-fixed, receive-floating interest rate swap contracts to hedge against exposure to changes in the fair value of Loans Held for Investment resulting from changes in interest rates.
+Added: We designate these interest rate swap contracts as fair value hedges that
+Added: Tab l e of Contents
+Added: qualify for hedge accounting under Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging .
+Added: As interest rates increase the value of our Loans Held for Investment generally decrease in value and the corresponding hedging arrangements that hedge against interest rate risk typically increase in value.
We expect that our results will continue to fluctuate based on a variety of factors, including interest rates, and that as we continue to seek to increase our business and our Funded Loan Volume, we may continue to incur net losses in the future.
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The consumer lending market and the associated loan origination volumes for mortgage loans are influenced by general economic conditions, including the interest rate environment, unemployment rates, home price appreciation and consumer confidence.
−Removed: Purchase loan origination volumes are generally affected by a broad range of economic factors, including interest rate fluctuations, the overall strength of the economy, unemployment rates and home prices, as well as seasonality, as home sales typically rise in the second and third quarters.
+Added: Purchase loan origination volumes are generally affected by a broad range of economic factors, including prevailing interest rates, the overall strength of the economy, unemployment rates and home prices, as well as seasonality, as home sales typically rise in the second and third quarters.
Mortgage loan refinancing volumes are primarily driven by fluctuations in mortgage loan interest rates.
While borrower demand for consumer credit has typically remained strong in most economic environments, potential borrowers could defer seeking financing during periods with elevated or unstable interest rates or poor economic conditions.
−Removed: As a result, our revenues can vary significantly from quarter to quarter, and recent increases to interest rates and inflationary macroeconomic conditions significantly affect our financial performance.
+Added: As a result, our revenues can vary significantly from quarter to quarter, and changes to interest rates and inflationary macroeconomic conditions significantly affect our financial performance.
Constrained Home Supply Ultimately Drives Further Construction and Purchase Volume
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We also believe legacy financial institutions, real estate brokers, insurance companies, title companies and others in the homeownership ecosystem are increasingly looking for third-party technology solutions that will allow them to compete with digital-native companies and provide their customers with a better experience less expensively than they can build themselves.
−Removed: As a result, we expect the demand for loan technology solutions will continue to grow and support our ecosystem growth across B2B partners, market participants and loan purchaser networks.
+Added: As a result, we expect the demand for loan technology solutions will continue to grow and support our ecosystem growth across our partners, market participants and loan purchaser networks.
Expanding our Technological Innovation
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Through our investment in proprietary technology, we are automating and streamlining tasks within the origination process for our consumers, employees and partners.
−Removed: Our customized user interfaces replace paper applications and human interaction, allowing our customers and partners to
−Removed: quickly and efficiently identify, price, apply for and execute mortgage loans.
+Added: Our customized user interfaces replace paper applications and human interaction, allowing our customers and partners to quickly and efficiently identify, price, apply for and execute mortgage loans.
We expect to continue to invest in developing technology, tools and features that further automate the loan manufacturing process, reducing our manufacturing and customer acquisition costs and improving our customer experience.
+Added: Tab l e of Contents
Expanding Homeownership Product Offerings
−Removed: We expect to continue to add new types of Home Finance mortgage loans and integrated Better Plus marketplace offerings to our platform over time, providing our customers with a one-stop shop for all of their homeownership needs.
+Added: We expect to continue to add new types of Home Finance mortgage loans, providing our customers with a one-stop shop for all of their homeownership needs.
We have invested significantly and expect to continue to invest in our proprietary technology, which is designed to allow us to seamlessly add new offerings, partners and marketplace participants without incurring significant additional marketing and advertising and product development cost.
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Key measures that we use in assessing our business include the following ($ in millions, except percentage data or as otherwise noted):
−Removed: Key Business Metric
−Removed: Year Ended December 31, 2024
−Removed: Year Ended December 31, 2023
−Removed: Funded Loan Volume
−Removed: $ 3,594 $ 3,015
+Added: Key Business Metric Year Ended December 31, 2025 Year Ended December 31, 2024
Refinance Loan Volume $ 1,015 $ 463
Purchase Loan Volume 2,875 2,652
−Removed: $ 2,652 $ 2,745
HELOC Volume 854 479
+Added: Funded Loan Volume $ 4,744 $ 3,594
D2C Loan Volume $ 2,928 $ 2,562
−Removed: $ 2,562 $ 1,649
B2B Loan Volume 95 1,032
−Removed: $ 1,032 $ 1,366
+Added: Platform Loan Volume 1,721 —
+Added: Funded Loan Volume $ 4,744 $ 3,594
Total Loans (number of loans, not millions) 15,386 11,755
Average Loan Amount ($ value, not millions) $ 308,321 $ 305,757
−Removed: $ 305,757 $ 351,877
Gain on Sale Margin 2.87 % 2.17 %
−Removed: 2.17 % 1.95 %
Total Market Share 0.2 % 0.2 %
1 unchanged sentence
Insurance Coverage Written $ 4,110 $ 4,321
−Removed: $ 4,321 $ 4,956
−Removed: Funded Loan Volume represents the aggregate dollar amount of all loans funded in a given period based on the principal amount of the loan at funding.
−Removed: Our Funded Loan Volume of $3,594 million for the year ended December 31, 2024 increased by approximately 19% from $3,015 million for the year ended December 31, 2023.
−Removed: Beginning in 2023, we also include HELOC and closed-end second lien loans in our Funded Loan Volume.
−Removed: For the year ended December 31,
−Removed: 2024, purchase and refinance loans comprised $3,115 million and HELOC and closed-end second lien loans comprised $479 million of Funded Loan Volume.
Refinance Loan Volume represents the aggregate dollar amount of refinance loans funded in a given period based on the principal amount of the loan at refinancing date.
Our Refinance Loan Volume of $1,015 million for the year ended December 31, 2025 increased by approximately 119% from $463 million for the year ended December 31, 2024.
+Added: Tab l e of Contents
Purchase Loan Volume represents the aggregate dollar amount of purchase loans funded in a given period based on the principal amount of the loan at purchase date.
−Removed: Our Purchase Loan Volume of $2,652 million for the year ended December 31, 2024 decreased by approximately 3% from $2,745 million for the year ended December 31, 2023.
+Added: Our Purchase Loan Volume of $2,875 million for the year ended December 31, 2025 increased by approximately 8% fr om $2,652 million for the year ended December 31, 2024.
HELOC Loan Volume represents the aggregate dollar amount of HELOC and closed-end second lien loans funded in a given period based on the principal amount of the loan at funding.
−Removed: The HELOC product was launched during the first half of 2023, and the closed-end second lien product was launched towards the end of 2023, with volume becoming material in the first half of 2024.
−Removed: Our HELOC Loan volume increased to $479 million for the year ended December 31, 2024 from $67 million for the year ended December 31, 2023.
+Added: Our HELOC Loan volume increased by approximately 78% to $854 million for the year ended December 31, 2025 fro m $479 million for the year ended December 31, 2024.
+Added: Funded Loan Volume represents the aggregate dollar amount of all loans funded in a given period based on the principal amount of the loan at funding.
+Added: Our Funded Loan Volume of $4,744 million for the year ended December 31, 2025 increased by approximately 32% from $3,594 million for the year ended December 31, 2024.
+Added: We also include HELOC and closed-end second lien loans in our Funded Loan Volume.
+Added: For the year ended December 31, 2025, purchase and refinance loans comprised $3,890 million and HELOC and closed-end second lien loans comprised $854 million of Funded Loan Volume.
D2C Loan Volume represents the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding that have been generated from direct interactions with customers using all marketing channels other than our B2B partner relationships.
Our D2C Loan Volume of $2,928 million for the year ended December 31, 2025 increased by approximately 14% from $2,562 million for the year ended December 31, 2024.
−Removed: B2B Loan Volume represents the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding that have been generated through one of our B2B partner relationships.
+Added: B2B Loan Volume represents the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding that have been generated through our B2B partner relationship with Ally.
Our B2B Loan Volume of $95 million for the year ended December 31, 2025 decreased by approximately 91% from $1,032 million for the year ended December 31, 2024.
+Added: Platform Loan Volume represents the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding that have been generated through one of our distributed retail channels.
+Added: Our Platform Loan Volume was $1,721 million for the year ended December 31, 2025.
Total Loans represents the total number of loans funded in a given period, including purchase loans, refinance loans, HELOC loans and closed-end second lien loans.
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Average Loan Amount represents Funded Loan Volume divided by Total Loans in a period.
−Removed: Our Average Loan Amount decreased by approximately 13% to $305,757 for the year ended December 31, 2024 from $351,877 for the year ended December 31, 2023.
−Removed: In general, HELOC and closed-end second lien loans have lower average loan amounts than purchase or refinance loans, and therefore Average Loan Amount has decreased as a result of the growth of HELOC and closed-end second lien growth as a percentage of our fundings.
+Added: Our Average Loan Amount increased by approximately 1% to $308,321 for the year ended December 31, 2025 from $305,757 for the year ended December 31, 2024.
+Added: In general, average loan amount remained flat as the increase in HELOC and closed-end second lien loans, which have lower average loan amounts, was offset by the increase of purchase and refinance loans, which have higher average loan amounts than HELOC and closed-end second lien loans.
Gain on Sale Margin represents gain on loans, net, as presented on our consolidated statements of operations and comprehensive loss, divided by Funded Loan Volume.
Gain on Sale Margin increased by approximately 32% year-over-year to 2.87% for the year ended December 31, 2025 from 2.17% for the year ended December 31, 2024.
−Removed: We saw an increase in our Gain on Sale Margin for the year ended December 31, 2024 compared to the year ended December 31, 2024, as a result of improved pricing on loans funded.
+Added: We saw an increase in our Gain on Sale Margin for the year ended December 31, 2025 compared to the year ended December 31, 2024, as a result of improved pricing on loans funded and an increased mix of higher margin products and channels.
Total Market Share represents Funded Loan Volume in a period divided by total value of loans funded in the industry for the same period, as presented by FNMA.
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The mortgage market remains competitive among lenders, given the interest rate environment, resulting in relatively flat market share on a percentage basis.
−Removed: We continue to focus on originating the most profitable business available to us and seek to avoid growing through highly unprofitable channels..
+Added: We continue to focus on originating the most profitable business available to us.
+Added: Tab l e of Contents
Better Real Estate Transaction Volume represents the aggregate dollar amount of real estate volume transacted in a given period across both in-house agents and third-party network agents.
9 unchanged sentences
Gain on sale of loans, net–This represents the premium we receive in excess of the loan principal amount and certain fees charged by loan purchasers upon sale of loans into the secondary market.
−Removed: Gain on sale of loans, net includes unrealized changes in the fair value of mortgage loans held for sale (“LHFS”), which are recognized on a loan-by-loan basis as part of current period earnings until the loan is sold on the secondary market.
+Added: Gain on sale of loans, net includes unrealized changes in the fair value of LFHS, which are recognized on a loan-by-loan basis as part of current period earnings until the loan is sold on the secondary market.
The fair value of LHFS is measured based on observable market data.
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Fair value of forward commitments hedging IRLCs and LHFS are measured based on quoted prices for similar assets.
−Removed: Integrated Partnership Fees–Includes fees that we receive for originating loans on behalf of an integrated partner, which are recognized as revenue upon the integrated partner’s funding of the loan.
+Added: Broker revenue–Includes fees that the Company receives for originating loans on behalf of third-parties.
Provision for Loan Repurchase Reserve–In connection with our sale of loans on the secondary market, we make customary representations and warranties to the relevant loan purchasers about various characteristics of each loan, such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws.
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Better Plus, International Lending Revenue, and Other (Other Revenue)
−Removed: We generate other revenue through our Better Plus offerings, which includes Better Real Estate (real estate services), Better Cover (insurance), and international lending revenue.
−Removed: For Better Real Estate, we generate revenues from fees related to real estate agent services, mainly cooperative brokerage fees from our network of third-party real estate agents, to assist our customers in the purchase or sale of a home.
+Added: We generate other revenue through our Better Plus offerings, which includes real estate services, insurance, settlement services, and international lending revenue.
+Added: For real estate services, we generate revenues from fees related to real estate agent services, mainly cooperative brokerage fees from our network of third-party real estate agents, to assist our customers in the purchase or sale of a home.
For settlement services, we generate revenues from fees on services, such as policy preparation, title search, wire, and other services, required to close a loan, which were provided by third parties through our platform.
We recognize revenues from fees on settlement services upon the completion of the performance obligation, which was when the loan transaction closes.
−Removed: For Better Cover, we generate revenues from agent fees on homeowners insurance policies obtained by our customers through our marketplace of third-party insurance carriers.
−Removed: For title insurance, we generate revenues from agent fees on title policies written by third parties and sold to our customers in loan transactions.
+Added: For insurance services, we generate revenues from agent fees on homeowners insurance policies obtained by our customers through our marketplace of third-party insurance carriers.
+Added: For title insurance, we generate revenues from agent
+Added: Tab l e of Contents
+Added: fees on title policies written by third parties and sold to our customers in loan transactions.
We recognize revenues from agent fees on title policies upon the completion of the performance obligation, which is when the loan transaction closes.
2 unchanged sentences
For international lending revenue, we generate revenue primarily from broker fees earned via our digital mortgage broker in the U.K.
−Removed: During the fourth quarter of 2024, management enacted a plan to sell several entities in the U.K.
−Removed: which are being actively marketed, as such the revenue from our international lending activities is winding down.
+Added: During 2024, management enacted a plan to sell several entities in the U.K., one of those sales was completed in Q3 2025, with the remaining expected to be completed in 2026.
+Added: As such, the revenue from our non-core international operations is winding down.
+Added: We do not expect to generate material revenue from these non-core international operations in future periods.
Net Interest Income
2 unchanged sentences
Interest expense includes interest expense on warehouse lines of credit, interest expense on customer deposits, through our U.K.
−Removed: banking operations, as well as interest expense on the convertible note, a senior subordinated convertible note in the aggregate principal amount of $528.6 million issued to SB Northstar LP, a related party (the “Convertible Note”).
+Added: banking operations, as well as interest expense on corporate debt.
Components of Our Expenses
1 unchanged sentence
Compensation and Benefits Expenses
−Removed: Compensation and benefits expenses includes salaries, wages, and incentive pay as well as stock compensation, employee health benefits, 401(k) plan benefits, and social security and unemployment taxes.
+Added: Compensation and benefits expenses includes salaries, wages, and incentive pay as well as stock-based compensation, employee health benefits, 401(k) plan benefits, and social security and unemployment taxes.
Stock-based compensation includes expenses associated with restricted stock unit grants, performance stock unit grants, and stock option grants under our stock plans.
13 unchanged sentences
Marketing expenses are generally expensed as incurred.
+Added: Tab l e of Contents
Loan Origination Expenses
5 unchanged sentences
Other expenses are expensed as incurred.
+Added: Tab l e of Contents
Results of Operations
7 unchanged sentences
Interest expense (42,844) (21,488)
−Removed: Net interest income/(loss) 17,502 (2,565)
+Added: Net interest income 17,425 17,502
Total net revenues 164,872 108,488
7 unchanged sentences
Total Expenses 330,691 313,928
−Removed: Loss before income tax (benefit)/expense (205,440) (534,422)
−Removed: Income tax expense (benefit) 850 1,998
+Added: Loss before income tax expense (165,819) (205,440)
+Added: Income tax expense 53 850
Net loss $ (165,872) $ (206,290)
12 unchanged sentences
Interest expense (42,844) (21,488)
−Removed: Net interest income/(loss) 17,502 (2,565)
+Added: Net interest income 17,425 17,502
Total net revenues 164,872 108,488
+Added: Tab l e of Contents
Gain on loans, net
3 unchanged sentences
Gain on sale of loans, net $ 128,209 $ 59,242
−Removed: Integrated partnership fees 8,933 10,295
−Removed: Loan repurchase reserve recovery/(provision) 9,923 1,823
+Added: Broker revenue 7,118 8,933
+Added: Loan repurchase reserve recovery 821 9,923
Total gain on loans, net $ 136,148 $ 78,098
−Removed: Gain on sale of loans, net increased $12.6 million or 27% to $59,242 for the year ended December 31, 2024 compared to $46,678 for the year ended December 31, 2023.
−Removed: The increase was largely driven by increases in revenue related to HELOC loan volume which increased to $479 million for the year ended December 31, 2024 from $67 million for the year ended December 31, 2023.
−Removed: Integrated partnership fees decreased $1.4 million, or 13% to $8.9 million for the year ended December 31, 2024, compared to $10.3 million for the year ended December 31, 2023.
−Removed: The decrease in integrated partnership fees was primarily driven by the reduction in B2B Loan Volume.
−Removed: Our integrated relationship is in the process of winding down due to a shift in strategic direction for the integrated partner.
−Removed: Loan repurchase reserve recovery increased $8.1 million or 444%, to $9.9 million for the year ended December 31, 2024, compared to a recovery of $1.8 million for the year ended December 31, 2023.
−Removed: This recovery is a component of the loan repurchase reserve liability, which decreased because of the reduction in our estimate of loss exposure during the periods when we had a significantly higher funded loan volume.
−Removed: The reduction in the loan repurchase reserve liability is recognized as a recovery within gain on loans, net.
+Added: Gain on sale of loans, net increased $69.0 million or 116% to $128.2 million for the year ended December 31, 2025 compared to $59.2 million for the year ended December 31, 2024 .
+Added: The increase in gain on sale of loans, net was largely driven by the increase of Funded Loan Volume and loan pricing.
+Added: Broker revenue fees decreased $1.8 million, or 20% to $7.1 million for the year ended December 31, 2025, compared to $8.9 million for the year ended December 31, 2024 .
+Added: The decrease in broker revenue was primarily driven by the conclusion of our integrated relationship partnership with Ally.
+Added: This was partially offset by broker revenue earned for originating loans for third-parties in-market originations operations.
+Added: Loan repurchase reserve recovery decreased $9.1 million or 92%, to $0.8 million for the year ended December 31, 2025, compared to a recovery of $9.9 million for the year ended December 31, 2024 .
+Added: The loan repurchase reserve has decreased as our estimate for potential loss exposure has declined as we no longer have exposure to the historical periods when we had a significantly higher funded loan volume.
+Added: The reduction in potential loss exposure results in a reduction in the loan repurchase reserve liability which is recognized as a recovery within gain on loans, net.
Other Revenue
8 unchanged sentences
International lending revenue increased $1.2 million, or 30% to $5.2 million for the year ended December 31, 2025 compared to $4.0 million for the year ended December 31, 2024.
−Removed: The increase in international lending revenue was primarily driven by increased operations in the U.K.
−Removed: brokerage businesses.
−Removed: Insurance services increased $0.4 million, or 15% to $3.5 million for the year ended December 31, 2024 compared to $3.0 million for the year ended December 31, 2023.
−Removed: The minimal increase in insurance services revenue was driven by increases in revenue per policy due to increases in policy values, increased title insurance premiums due to an increase in originations, and a small amount of growth in U.K.
−Removed: insurance products.
−Removed: Real estate services decreased $4.9 million, or 67% to $2.5 million for the year ended December 31, 2024 compared to $7.4 million for the year ended December 31, 2023.
−Removed: The decrease in real estate services was primarily driven by a reduction in Better Real Estate Transaction Volume as well as earning lower revenue per transaction for the year ended December 31, 2024 as we no longer employed any in-house real estate agents and all activity was through our network of third party real estate agents, which results in lower revenue per transaction.
−Removed: Other revenue increased by $0.7 million, or 30% to $3.0 million for the year ended December 31, 2024 compared to $2.3 million for the year ended December 31, 2023.
−Removed: The change in other revenue was driven by changes in mortgage and non-mortgage loan servicing activities in the U.S.
−Removed: as well as other miscellaneous income.
+Added: The increase in international lending revenue was primarily driven by increased activity in the U.K.
+Added: lending business.
+Added: Insurance services decreased $0.9 million, or 27% to $2.5 million for the year ended December 31, 2025 compared to $3.5 million for the year ended December 31, 2024.
+Added: The decrease in insurance services was primarily driven by a decrease in insurance related revenue from our Better Cover business.
+Added: Real estate services decreased $0.6 million, or 23% to $1.9 million for the year ended December 31, 2025 compared to $2.5 million for the year ended December 31, 2024 due to a decrease in real estate transaction volume driven by the conclusion of the integrated relationship partnership with Ally and its use as a source of referrals for real estate services.
+Added: Other revenue decreased by $1.3 million, or 43% to $1.7 million for the year ended December 31, 2025 compared to $3.0 million for the year ended December 31, 2024.
+Added: The decrease in other revenue was primarily driven by mortgage and non-mortgage loan servicing activities in the U.S.
+Added: Tab l e of Contents
Net Interest Income
3 unchanged sentences
Mortgage interest income $ 28,759 $ 19,839
+Added: Interest income on loans held for investment 20,791 2,258
Interest income from investments 10,719 16,893
Warehouse interest expense (20,134) (11,258)
+Added: Interest expense on customer deposits (20,996) (2,508)
Other interest expense (1,714) (7,722)
−Removed: Total net interest income/(loss) $ 17,502 $ (2,565)
−Removed: Mortgage interest income increased $4.5 million, or 30% to $19.8 million for the year ended December 31, 2024 compared from $15.3 million of the year ended December 31, 2023.
−Removed: The increase in Mortgage interest income was driven by increased Funded Loan Volume and Total Loans originated.
−Removed: Interest income from investments increased $5.4 million, or 40% to $19.2 million for the year ended December 31, 2024 compared to $13.7 million for the year ended December 31, 2023.
−Removed: The increase in interest income from investment was primarily driven by increased investments in 2024 in securities with maturities less than 1 year, driven by our cash management strategies and increased available liquidity resulting from the capital raised in August 2023 through the closing of the Business Combination.
−Removed: Warehouse interest expense increased $2.1 million, or 18% to $13.8 million for the year ended December 31, 2024 compared to $11.7 million for the year ended December 31, 2023.
+Added: Total net interest income $ 17,425 $ 17,502
+Added: Mortgage interest income increased $8.9 million, or 45% to $28.8 million for the year ended December 31, 2025 compared to $19.8 million for the year ended December 31, 2024 .
+Added: The increase in mortgage interest income was primarily driven by the increase in origination volume and the mortgage interest income earned on the unpaid principal balance for loans held and serviced during the interim between the origination of the loan and its sale on the secondary market.
+Added: Interest income on loans held for investment increased $18.5 million, or 804% to $20.8 million for the year ended December 31, 2025 comp ared to $2.3 million for the year ended December 31, 2024.
+Added: The increase in interest income on loans held for investment was driven by increased originations of loans held for investment in our U.K.
+Added: banking operations.
+Added: Loans held for investment w as $723.3 million and $111.5 million as of December 31, 2025 and 2024, respectively.
+Added: Interest income from investments decreased $6.2 million, or 37% to $10.7 million for the year ended December 31, 2025 compared to $16.9 million for the year ended December 31, 2024.
+Added: The decrease in interest income from investments was primarily driven by decreased holdings of investments with maturities less than 90 days.
+Added: Warehouse interest expense increased $8.8 million, or 78% t o $20.1 million for the year ended December 31, 2025 compared to $11.3 million for the year ended December 31, 2024.
The increase in warehouse interest expense was primarily driven by carrying a higher average warehouse balance over the year ended December 31, 2025 compared to year ended December 31, 2024.
The increase for the year was driven by higher funded loan volume.
+Added: Interest expense on customer deposits increased $18.5 million, or 737% to $21.0 million for the year ended December 31, 2025 compared to $2.5 million for the year ended December 31, 2024.
+Added: The increase in interest expense on customer deposits was driven by increased customer deposits which in turn fund our loans held for investment in our U.K.
+Added: banking operations.
+Added: The balance of customer deposit s was $763.0 million and $134.1 million as of December 31, 2025 and 2024.
Other interest expense decreased $6.0 million, or 78% to $1.7 million for the year ended December 31, 2025 compared to $7.7 million for the year ended December 31, 2024 .
−Removed: Other interest expense for the year ended December 31, 2024 is related to interest expense on the Convertible Note, which is at a lower interest rate of 1% in kind interest.
−Removed: Interest expense for the year ended December 31, 2023 is related to interest expense on our corporate line of credit, which was at a higher interest rate, with one tranche incurring a fixed rate of 8.5% and a second tranche incurring at the 30-day term SOFR plus 9.5%, and was subsequently paid off in full in August 2023.
+Added: Other interest expense is related to interest expense on our Convertible Notes (as defined below) which were extinguished as part of the Exchange (as defined below) in April 2025.
+Added: As part of the troubled debt restructuring (“TDR”) under ASC 470-60 accounting, the interest on the Senior Notes (as defined below) has been recognized up front as part of the new carrying value.
The components of our expenses for the period were:
+Added: Tab l e of Contents
Year Ended December 31,
9 unchanged sentences
$ 330,691 $ 313,928
−Removed: Compensation and benefits expenses were $141.1 million for the year ended December 31, 2024, a decrease of $40.6 million or 22% as compared with $181.7 million for the year ended December 31, 2023.
−Removed: We reduced our headcount between the two periods, which lead to a decrease in compensation and benefits.
−Removed: Further, we had a significantly higher
−Removed: stock based compensation expense during year ended December 31, 2023 of $54.2 million compared to $26.8 million during the year ended December 31, 2024, which was primarily due to awards that had met the liquidity event criteria with the Closing of the Business Combination in August 2023 as well as service based conditions during that period.
−Removed: General and administrative expenses were $52.2 million for the year ended December 31, 2024, a decrease of $8.0 million or 13% as compared with $60.2 million in the year ended December 31, 2023.
−Removed: The decrease in general and administrative expenses was driven primarily by decreases in rent and occupancy expenses, as we have taken measures to reduce our real estate footprint, as well as decreases in professional services as we were incurring higher legal and professional expenses leading up to the Closing of the Business Combination for the year ended December 31, 2023 in comparison to the year ended December 31, 2024.
−Removed: This decrease was offset by increased operating expenses associated with maintaining public company infrastructure for the year ended December 31, 2024.
−Removed: Technology expenses were $26.1 million for the year ended December 31, 2024, a decrease of $13.3 million or 34% as compared with $39.4 million in the year ended December 31, 2023.
−Removed: The decrease in technology expenses were driven primarily by a reduction in costs associated with software vendors.
−Removed: This was driven by the reduced headcount, due to which we required fewer software licenses, replacement of certain vendors with more cost-efficient alternatives, as well as the termination of non-critical vendors, which occurred in early 2023.
+Added: Compensation and benefits expenses were $174.2 million for the year ended December 31, 2025, an increase of $33.1 million or 23% as compared with $141.1 million for the year ended December 31, 2024.
+Added: We increased our headcount between the two periods, and increased incentive compensation as a result of increased production volume, which lead to an increase in compensation and benefits.
+Added: General and administrative exp enses were $45.3 million for the year ended December 31, 2025, a decrease of $6.9 million or 13% as compared with $52.2 million in the year ended December 31, 2024.
+Added: The decrease in general and administrative expenses was driven primarily by decreases in rent and occupancy expenses and reductions in insurance premiums.
+Added: Technology expenses were $27.9 million for the year ended December 31, 2025, an increase of $1.8 million or 7% as compared with $26.1 million in the year ended December 31, 2024 .
+Added: The increase in technology expenses was driven primarily by an increase in costs associated with software vendors.
+Added: This was driven by increased headcount, which required the purchase of additional software licenses.
Marketing and advertising expenses were $38.4 million for the year ended December 31, 2025, an increase of $4.4 million or 13% as compared with $34.0 million in the year ended December 31, 2024 .
−Removed: The increase is due to a focus on growth to drive volume which started at the end of the first quarter in 2024.
−Removed: Marketing and advertising is composed of performance advertising and pilot marketing, which performance advertising scales with volume through existing channels while pilot marketing is market spend to test new channels along with testing brand marketing, which generally costs more upfront.
−Removed: Loan origination expenses were $9.9 million for the year ended December 31, 2024, and increase of $0.4 million or 4%, as compared with $9.5 million in the year ended December 31, 2023.
−Removed: The small increase in loan origination expenses was driven by increased funded loan volume which was offset by improved technology efficiencies that reduced the reliance on certain loan origination vendors.
−Removed: Other expenses/(income) was an expense of $17.4 million for the year ended December 31, 2024, a decrease of $236.1 million or 93%, as compared with expenses of $253.6 million in the year ended December 31, 2023.
−Removed: The decrease in other expenses was primarily driven by a loss of $236.6 million on the fair value of the embedded derivative included within the Pre-Closing Bridge Notes which converted to common stock in connection with the Closing of the Business Combination during year ended December 31, 2023.
+Added: The increase is due to higher investment to drive origination volume as well as spend attributed to a pilot program with our newly signed fintech partnership.
+Added: Loan origination expenses were $14.5 million for the year ended December 31, 2025, an increase of $4.6 million or 47%, as compared with $9.9 million in the year ended December 31, 2024 .
+Added: The increase in loan origination expenses was driven by an increase in origination volume.
+Added: Other expenses/(income) was an expense of $16.3 million for the year ended December 31, 2025, a decrease of $1.1 million or 6%, as compared with expenses of $17.4 million for the year ended December 31, 2024.
+Added: The decrease in other expenses was primarily driven by a reduction in the allowance for credit losses on our loans held for investment and a decrease in impairments of computers and equipment.
+Added: These decreases were partially offset by an increase in impairment charges in 2025.
Other Changes in Financial Condition
The following table sets forth material changes to our summary balance sheet between December 31, 2025 and December 31, 2024:
+Added: Tab l e of Contents
(Amounts in thousands, except share and per share amounts)
2 unchanged sentences
Cash and cash equivalents $ 99,827 $ 211,101 $ (111,274)
−Removed: $ 211,101 $ 503,591 $ (292,490)
Short-term investments 103,607 53,774 49,833
5 unchanged sentences
107,308 136,077 (28,769)
−Removed: $ 913,057 $ 905,554 $ 7,503
−Removed: Liabilities and Stockholders’ (Deficit)/Equity
+Added: Total Assets $ 1,505,434 $ 913,057 $ 592,377
+Added: Liabilities and Stockholders’ Equity/(Deficit)
Warehouse lines of credit $ 411,862 $ 244,070 $ 167,792
−Removed: $ 244,070 $ 126,218 $ 117,852
Convertible note — 519,749 (519,749)
+Added: Senior notes 198,802 — 198,802
Customer deposits 762,984 134,130 628,854
4 unchanged sentences
1,468,251 971,227 497,024
−Removed: Stockholders’ (Deficit) /Equity
+Added: Stockholders’ Equity/(Deficit)
Additional paid-in capital 2,109,762 1,863,288 246,474
−Removed: 1,863,288 1,838,499 24,789
Accumulated deficit (2,076,238) (1,910,366) (165,872)
−Removed: (1,910,366) (1,704,076) (206,290)
Other combined equity
1 unchanged sentence
Total Stockholders’ Equity/(Deficit) 37,183 (58,170) 95,353
−Removed: (58,170) 122,600 (180,770)
Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity/(Deficit)
$ 1,505,434 $ 913,057 $ 592,377
−Removed: Periods have been adjusted to reflect the 1-for-50 reverse stock split on August 16, 2024.
−Removed: See Note 1 Organization and Nature of the Business - Reverse Stock Split, for additional information.
Total Cash and cash equivalents decreased $111.3 million or 53%, to $99.8 million as of December 31, 2025 compared to $211.1 million as of December 31, 2024.
1 unchanged sentence
Short-term investments increased $49.8 million, or 93%, to $103.6 million as of December 31, 2025 compared to $53.8 million as of December 31, 2024.
−Removed: The increase in short-term investments was driven by our cash management strategies in deploying excess cash as a result of the Closing of the Business Combination.
+Added: The increase in short-term investments was driven by our cash management strategies in our U.K.
Short-term investments consist of fixed income securities, typically U.S.
1 unchanged sentence
Mortgage loans held for sale, at fair value increased $67.4 million, or 17%, to $466.7 million as of December 31, 2025 compared to $399.2 million as of December 31, 2024.
−Removed: The increase in Mortgage loans held for sale, at fair value was largely driven by a significant increase in HELOC which we have put efforts in growing this product line in 2024.
−Removed: The increase was also driven by increases in refinanced loan volume which have been impacted by the fluctuations in interest rates over 2024.
+Added: The increase in Mortgage loans held for sale, at fair value was largely driven by a significant increase in origination volume.
Loans held for investment increased $611.9 million, or 549%, to $723.3 million as of December 31, 2025 compared to $111.5 million as of December 31, 2024.
3 unchanged sentences
banking entity.
−Removed: Right-of-use assets decreased $18.6 million, or 93%, to $1.4 million as of December 31, 2024 compared to $20.0 million as of December 31, 2023, while lease liabilities decreased $27.1 million, or 87%, to $4.1 million as of
−Removed: December 31, 2024 compared to $31.2 million as of December 31, 2023.
−Removed: The decrease in right-of-use assets and lease liabilities was primarily driven by a lease modification of our corporate headquarters where we reduced the lease term from June 30, 2030 to November 1, 2024 which resulted in a remeasurement and reduction of the right-of-use asset and respective lease liability.
+Added: Right-of-use assets increased $3.3 million, or 237%, to $4.7 million as of December 31, 2025 compared to $1.4 million as of December 31, 2024, while lease liabilities increased $0.5 million, or 13%, to $4.6 million as of December 31, 2025 compared to $4.1 million as of December 31, 2024.
+Added: The increase in right-of-use assets and lease liabilities was primarily driven by the addition of a new lease for our corporate headquarters in 2025.
+Added: In contrast, during 2024 we shortened the lease term from June 30, 2030 to November 1, 2024, which resulted in a remeasurement and corresponding reduction of the related right-of-use asset.
+Added: Tab l e of Contents
Funds outstanding under our warehouse lines of credit increased $167.8 million , or 69%, to $412 million as of December 31, 2025 compared to $244.1 million as of December 31, 2024.
−Removed: The increase in loans outstanding under our warehouse lines of credit was commensurate with the increase in mortgage loans held for sale at fair value, excluding HELOC as those loans are funded with our operations.
−Removed: The Convertible Note increased $5.1 million to $519.7 million as of December 31, 2024 compared to $514.6 million as of December 31, 2023.
−Removed: The increase in the Convertible Note was generated by the in kind interest expense on the Convertible Note accrued at fair value as well as accretion of the discount on the Convertible Note.
−Removed: In connection with the Closing of the Business Combination, the Company issued to SB Northstar the Convertible Note, which is a senior subordinated convertible note in the aggregate principal amount of $528.6 million, less the unamortized debt discount.
+Added: The increase in loans outstanding under our warehouse lines of credit was commensurate with the increase in mortgage loans held for sale at fair value.
+Added: The Convertible Note was extinguished as part of the Exchange in April 2025 and the $519.7 million carrying value as December 31, 2024 was reduced to zero as of December 31, 2025.
+Added: Senior Notes carrying value was $198.8 million as of December 31, 2025.
+Added: On April 12, 2025, we entered into an agreement with SB Northstar LP (the “Investor”), a related party, in which we agreed to exchange all of the $532.5 million total aggregate principal amount outstanding of the existing Convertible Notes held by the Investor for the Senior Notes and a cash payment of $110.0 million (the “Exchange”).
Customer deposits increased $628.9 million , or 469%, to $763.0 million, as of December 31, 2025 compared to $134.1 million as of December 31, 2024.
1 unchanged sentence
Additional paid-in capital increased $246.5 million, or 13%, to $2,109.8 million as of December 31, 2025 compared to $1,863.3 million as of December 31, 2024 .
−Removed: The increase in additional paid-in capital was primarily driven by stock-based compensation that was generated over the period.
+Added: The increase in additional paid-in capital was primarily driven by stock-based compensation that was generated over the period, a gain on troubled debt restructuring, as well as issuance of equity under our At-The-Market equity offering, see Note 21 to our Consolidated Financial Statements for further information .
Accumulated deficit increased $165.9 million, or 9%, to $2,076.2 million as of December 31, 2025 compared to $1,910.4 million as of December 31, 2024 .
1 unchanged sentence
Non-GAAP Financial Measures
−Removed: We report Adjusted Net Loss and Adjusted EBITDA, which are financial measures not prepared in accordance with generally accepted accounting principles (“non-GAAP”) that we use to supplement our financial results presented in accordance with GAAP.
+Added: We report Adjusted Net Loss and Adjusted EBITDA, which are financial measures not prepared in accordance with generally accepted accounting principles (“non-GAAP”) that we use to supplement our financial results presented in accordance with GAAP in the evaluation of our performance.
These non-GAAP financial measures should not be considered in isolation and are not intended to be a substitute for any GAAP financial measures.
7 unchanged sentences
• Adjusted EBITDA is widely used by investors and securities analysts to measure a company's operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest and amortization on non-funding debt, income tax expense, and costs that are unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations, all of which can vary substantially from company to company depending upon their financing and capital structures;
+Added: Tab l e of Contents
• We use Adjusted Net Loss and Adjusted EBITDA in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance;
5 unchanged sentences
• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
−Removed: • Adjusted EBITDA does not reflect (i) interest expense, or the cash requirements necessary to service interest or principal payments on our Convertible Note, which reduces cash available to us;
+Added: • Adjusted EBITDA does not reflect (i) interest expense, or the cash requirements necessary to service interest or principal payments on our Convertible Notes, which reduces cash available to us;
or (ii) tax accruals or tax payments that represent a reduction in cash available to us;
3 unchanged sentences
We calculate Adjusted Net Loss as net income (loss) adjusted for the impact of stock-based compensation expense, change in the fair value of warrants and equity related liabilities, change in fair value of convertible preferred stock warrants, change in fair value of bifurcated derivative, and restructuring, impairment, and other expenses.
−Removed: We calculate Adjusted EBITDA as net income (loss) adjusted for the impact of stock-based compensation expense, change in the fair value of warrants and equity related liabilities, change in fair value of convertible preferred stock warrants, change in the fair value of bifurcated derivative, and restructuring, impairment, and other expenses, as well as interest and amortization on non-funding debt (which includes interest on the Convertible Note), depreciation and amortization expense, and income tax expense.
+Added: We calculate Adjusted EBITDA as net income (loss) adjusted for the impact of stock-based compensation expense, change in the fair value of warrants and equity related liabilities, change in fair value of convertible preferred stock warrants, change in the fair value of bifurcated derivative, and restructuring, impairment, and other expenses, as well as interest and amortization on non-funding debt (which includes interest on the Convertible Notes), depreciation and amortization expense, and income tax expense.
The following table presents a reconciliation of net income (loss) to Adjusted Net Loss and Adjusted EBITDA for the years indicated:
+Added: Tab l e of Contents
Year Ended December 31,
1 unchanged sentence
Adjusted Net Loss
−Removed: Net (loss) income
$ (165,872) $ (206,290)
2 unchanged sentences
Change in fair value of warrants and equity related liabilities (2)
−Removed: Change in fair value of convertible preferred stock warrants (2)
−Removed: Change in fair value of bifurcated derivative (3)
Restructuring, impairment, and other expenses (3)
3 unchanged sentences
Adjusted EBITDA
−Removed: Net (loss) income
$ (165,872) $ (206,290)
−Removed: Income tax expense / (benefit)
+Added: Income tax expense
Depreciation and amortization expense (4)
6 unchanged sentences
Change in fair value of warrants and equity related liabilities (2)
−Removed: Change in fair value of convertible preferred stock warrants (2)
−Removed: Change in fair value of bifurcated derivative (3)
Adjusted EBITDA
5 unchanged sentences
(2) Change in fair value of warrants and equity related liabilities which comprise the Public Warrants and Private Warrants as well as the Sponsor Locked-Up Shares, represents the change in fair value of liability-classified warrants as presented in our Consolidated Statements of Operations and Comprehensive Loss.
−Removed: Change in fair value of convertible preferred stock warrants represents change in fair value of liability-classified warrants as related to our convertible preferred stock before the completion of the Business Combination.
−Removed: These charges are non-cash charge.
−Removed: (3) Change in fair value of bifurcated derivative represents the change in fair value of embedded features within the Pre-Closing Bridge Notes that require bifurcation and are a separate unit of accounting.
−Removed: The bifurcated derivative is marked to market at each reporting date.
−Removed: This expense is a non-cash expense, and we believe that it does not correlate to the performance of our business during the periods presented.
(3) Restructuring, impairment, and other expenses are primarily comprised of employee one-time termination benefits, real estate restructuring losses, and impairment of property and equipment.
−Removed: For details on the breakout, please refer to Note 5 to our consolidated financial statements included elsewhere in this Annual Report.
(4) Depreciation and amortization represents the loss in value of fixed and intangible assets through depreciation and amortization, respectively.
4 unchanged sentences
Our borrowings are repaid with the proceeds we receive from the sale of our loans to our loan purchaser network, which includes government-sponsored enterprises (“GSEs”).
−Removed: As of December 31, 2024, we had 3 warehouse lines of credit in different amounts and with various maturities, with an aggregate available amount of $425 million.
−Removed: On August 22, 2023, the Company consummated the Business Combination.
−Removed: Gross proceeds from the Business Combination totaled approximately $568 million, which included funds held in Aurora’s trust account of $21.4 million, the purchase for $17.0 million by the Sponsor of 1.7 million shares of Class A Common Stock, and $528.6 million from SB Northstar LP in return for issuance by Better Home & Finance of the Convertible Note.
+Added: As of December 31, 2025, we had three warehouse lines of credit in different amounts and with various maturities, with an aggregate available amount of $575.0 million.
+Added: As of December 31, 2025 and 2024, we had loans held for investment of $723.3 million and $111.5 million, respectively.
+Added: The growth in loans held for investment has been primarily funded with customer deposits which are held at the U.K.
+Added: banking entity.
+Added: As of December 31, 2025 and 2024, we had customer deposits of $763.0 million and $134.1 million, respectively.
+Added: We have also raised capital via the closing of the Business Combination in August 2023, which resulted in gross proceeds of approximately $568 million.
+Added: Of the total gross proceeds, $528.6 million was in the form of Convertible Notes issued by Better to SB Northstar LP (the “Convertible Notes”).
+Added: During the second quarter of 2025, we entered into the Note Exchange Agreement to exchange our existing Convertible Notes for $155.0 million of Senior Notes (the “Senior Notes”) and a cash payment of $110.0 million as further discussed below.
+Added: We have also raised capital through an at-the-market equity offering program (“ATM Program”) for sales of up to $75.0 million of our Class A common stock pursuant to our effective shelf registration statement on Form S-3 and the related prospectus supplement dated September 26, 2025.
+Added: Further details discussed below.
+Added: We believe that funds provided by these sources will be adequate to meet our liquidity and capital resource needs for at least the next 12 months under current operating conditions.
+Added: Tab l e of Contents
Warehouse Lines of Credit
Our warehouse lines of credit are primarily in the form of master repurchase agreements and loan participation agreements.
−Removed: Loans financed under these facilities are generally financed at approximately 95% to 98% of the principal
−Removed: balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan), which requires us to fund the balance from cash generated from our operations.
+Added: Loans financed under these facilities are generally financed at approximately 95% to 98% of the principal balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan), which requires us to fund the balance from cash generated from our operations.
Once closed, the underlying residential loan that is held for sale is pledged as collateral for the borrowing or advance that was made under our warehouse lines of credit.
5 unchanged sentences
Facility Size
−Removed: December 31, 2024
−Removed: December 31, 2023
+Added: Outstanding December 31, 2025
+Added: Outstanding December 31, 2024
Funding Facility 1 (1)
−Removed: September 30, 2025 100,000 60,747 61,709
+Added: May 13, 2025 $ — $ — $ 60,747
Funding Facility 2 (2)
1 unchanged sentence
Funding Facility 3 (3)
−Removed: August 1, 2025 175,000 108,851 24,421
+Added: June 30, 2026 175,000 117,499 108,851
+Added: Funding Facility 4 (4)
+Added: April 5, 2026 250,000 212,940 —
Total warehouse lines of credit $ 575,000 $ 411,862 $ 244,070
1 unchanged sentence
(1) Interest charged under the facility is at the 30-day term SOFR plus 2.125%.
−Removed: Cash collateral deposit of $15.0 million is maintained and included in restricted cash.
+Added: During the second quarter of 2025, Funding Facility 1 was terminated prior to maturity.
(2) Interest charged under the facility is at the 30-day term SOFR plus 2.10% - 2.25%.
2 unchanged sentences
(3) Interest charged under the facility is at the 30-day term SOFR plus 1.75% - 3.75%.
+Added: A compensating balance of $15.0 million is maintained and included in cash and cash equivalents.
+Added: This amount represents a compensating balance arrangement and is not legally restricted.
+Added: Failure to maintain the required balance may limit the Company’s ability to obtain future advances under the facility.
+Added: As of December 31, 2025, the Company was in compliance with this requirement.
+Added: Subsequent to December 31, 2025, the Company extended the maturity to January 21, 2027.
+Added: (4) Interest charged under the facility is at the daily simple SOFR plus 1.75% - 2.50%.
There is no cash collateral deposit maintained as of December 31, 2025.
10 unchanged sentences
We believe that the covenants required under the warehouse lines of credit currently provide us with sufficient flexibility to operate our business and obtain the financing necessary for that purpose.
−Removed: Issuance of Convertible Note
−Removed: In August 2023 in connection with the Closing of the Business Combination, we issued to SB Northstar LP the Convertible Note pursuant to an Indenture, dated as of August 22, 2023 (the “Indenture”), in the aggregate principal amount of $528.6 million.
−Removed: The Convertible Note bears 1% interest per annum and matures on August 22, 2028, unless earlier converted or redeemed.
−Removed: Per the Indenture, we may elect to pay all or any portion of interest in kind by issuing to the holder of such note an additional note or in cash.
−Removed: The Convertible Note is convertible, at the option of SB Northstar LP, into shares of the Company’s Class A Common Stock, with an initial conversion rate per $1,000 principal amount of Convertible Note equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the First Anniversary VWAP (as defined in the Indenture), subject to adjustments as described therein.
−Removed: The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein.
−Removed: The Convertible Note may be redeemed at the option of the Company at a redemption price of 115% of par plus accrued interest in cash, at
−Removed: any time on or before the 30th trading day prior to the maturity date of the Convertible Note if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the date of notice of optional redemption.
−Removed: The Convertible Note permits the Company to designate up to $150 million of indebtedness that is senior to the Convertible Note, in addition to certain other customary exceptions.
−Removed: In addition, the Indenture requires that if a domestic subsidiary of the Company guarantees other senior indebtedness of the Company, such subsidiary would also be required to guarantee the Convertible Note, subject to certain exceptions for non-profit subsidiaries and regulated mortgage origination subsidiaries.
−Removed: Nasdaq Compliance Requirements
−Removed: On August 16, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, effecting the 1-for-50 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) for the primary purpose of increasing the per share trading price of the Company’s Class A common stock to enable us to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “Nasdaq”).
−Removed: Our Class A common stock began trading on a split-adjusted basis on the Nasdaq upon the market open on Monday, August 19, 2024.
−Removed: Effective August 16, 2024, as a result of the Reverse Stock Split, every 50 shares of the our issued and outstanding common stock was converted into one issued and outstanding share of Class A common stock, Class B common stock and Class C common stock, as applicable, without any change to the par value per share, the voting rights of the common stock, any stockholder’s percentage interest in the Company’s equity or any other aspect of the common stock.
−Removed: As previously reported, on October 12, 2023, the Company was notified by the Listing Qualifications Staff (the “Staff”) of Nasdaq that the Company’s common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of Nasdaq.
−Removed: If the Class A common stock is no longer listed on Nasdaq, or another national securities exchange, such delisting would constitute a fundamental change under the indenture for the Convertible Note that would require us 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.
−Removed: On September 3, 2024, the Company received a letter from Nasdaq notifying us that the Staff has determined that for the last 10 consecutive business days, from August 19, 2024, to August 30, 2024, the closing bid price of the our common stock has been at $1.00 per share or greater, and accordingly, we have regained compliance with Listing Rule 5550(a)(2) and the matter is now closed.
+Added: Convertible Notes and Note Exchange Agreement
+Added: Tab l e of Contents
+Added: On April 12, 2025, we entered into a privately negotiated Note Exchange Agreement with the Investor, pursuant to which management and the Investor agreed to exchange all of the $532.5 million total aggregate principal amount outstanding of our existing 1.00% Convertible Notes due 2028 held by the Investor for (i) $155.0 million in aggregate principal amount of the Senior Notes, and (ii) a cash payment of $110.0 million.
+Added: We did not receive any cash proceeds in connection with the Exchange.
+Added: The Exchange was subsequently consummated on April 28, 2025 (the “Closing Date”), upon which we received and cancelled all Convertible Notes and the Investor forfeited any accrued and unpaid interest in respect of the Convertible Notes to but not including the Closing Date.
+Added: Pursuant to the Note Exchange Agreement, we granted the Investor, conditioned on closing of the Exchange, a non-transferrable right to designate one non-voting board observer from June 1, 2025, for so long as the Investor and affiliates of the Investor continue to hold, in the aggregate, either (i) at least 25% of the initial aggregate principal amount of the New Notes or (ii) at least 12% of the sum of the outstanding shares of the Company’s Class A common stock, Class B common stock and Class C common stock, calculated on a fully diluted basis.
+Added: New Notes Indenture
+Added: On the Closing Date, we entered into the New Notes Indenture with GLAS Trust Company LLC, as trustee and notes collateral agent (the “New Notes Indenture”).
+Added: The Senior Notes represent our senior secured obligations and are secured by substantially all of the Company’s and its material domestic subsidiaries’ assets.
+Added: The Senior Notes are (i) senior in right of payment to our existing and future senior, unsecured indebtedness to the extent of the value of the collateral;
+Added: and (ii) senior in right of payment to ours existing and future indebtedness that is expressly subordinated to the Senior Notes.
+Added: Interest on the Senior Notes is payable, at our election, in cash or by payment-in-kind by issuing additional notes in an aggregate principal amount equal to the relevant amount of interest paid in kind.
+Added: The Senior Notes will accrue interest at a rate of 6.00% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, starting on June 30, 2025.
+Added: The Senior Notes will mature on December 31, 2028.
+Added: The Senior Notes will be redeemable, in whole and not in part, at our option at any time prior to December 31, 2028, at a cash redemption price equal to 106.00% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount not exceeding the net cash proceeds of one or more Equity Offerings (as defined in the New Notes Indenture);
+Added: provided that at least 60% of the aggregate principal amount of the Senior Notes remains outstanding immediately after the redemption and the redemption occurs within 150 days of the date of the closing of each such Equity Offering.
+Added: Additionally, prior to December 31, 2028, we may redeem all or part of the Senior Notes at a redemption price equal to the sum of 108% of the principal amount of the Senior Notes to be redeemed, plus the Make Whole Premium (as defined in the New Notes Indenture) at the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
+Added: If certain corporate events that constitute a Change of Control Triggering Event (as defined in the New Notes Indenture) occur, then noteholders may require us to repurchase all or any part of their Senior Notes at a cash repurchase price equal to 101% of the aggregate principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of settlement.
+Added: The definition of Change of Control Triggering Event includes certain business combination transactions involving the Company.
+Added: The carrying value of the Senior Notes of $198.8 million as of December 31, 2025 and is made up of the total future undiscounted cash flows which includes principal of $155.0 million and interest make-whole as well as a redemption premium of $45.4 million.
+Added: In July 2025, the Company made a cash payment of $1.6 million which was applied to reduce the principal on the Senior Notes.
+Added: See Note 21 to our Consolidated Financial Statements for further information.
+Added: At-the-Market Offering Program
+Added: On September 26, 2025, the Company implemented the ATM Program for sales of up to $75.0 million of its Class A common stock pursuant to its effective shelf registration statement on Form S-3 (File No.
+Added: 333-287335) and the related prospectus supplement dated September 26, 2025.
+Added: The Company entered into separate sales agreements with Cantor Fitzgerald & Co.
+Added: and BTIG, LLC (each an “Agent” and collectively, the “Agents”), under which it may offer and sell shares of its Class A common stock from time to time through the Agents, either as sales agents or as principals.
+Added: Each Agent is entitled to a commission of 2.0% of the gross sales price of all shares sold through it as Agent.
+Added: During the year ended December 31, 2025, the Company sold 547,260 shares of Class A common stock under the ATM Program for total gross proceeds of $29.8 million.
+Added: The Company incurred commissions and other offering expenses of $0.6 million.
+Added: As of December 31, 2025, approximately $45.2 million remained available for issuance under the ATM Program.
+Added: Subsequent to December 31, 2025 and through January 9, 2026, the Company sold 328,030 shares of Class A
+Added: Tab l e of Contents
+Added: common stock under the ATM Program for total gross proceeds of $11.9 million and net proceeds of approximately $11.7 million, after deducting aggregate commissions and offering expenses of approximately $0.2 million.
+Added: As of January 9, 2026, approximately $33.3 million remained available for issuance under the ATM Program.
+Added: The Company intends to use any net proceeds from the ATM Program for general corporate purposes, including working capital and to increase its warehouse line capacity to finance anticipated growth in loan production and funded loan volume.
The following table summarizes our cash flows for the periods presented:
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(in thousands)
−Removed: Net cash (used in) provided by operating activities
−Removed: $ (379,971) $ (159,720)
−Removed: Net cash (used in) provided by investing activities
−Removed: $ (143,810) $ (38,594)
−Removed: Net cash provided by (used in) financing activities
−Removed: $ 239,131 $ 381,402
+Added: Net cash used in operating activities $ (166,575) $ (379,971)
+Added: Net cash used in investing activities $ (661,507) $ (143,810)
+Added: Net cash provided by financing activities $ 714,336 $ 239,131
Year Ended December 31, 2025 as Compared to Year Ended December 31, 2024
Operating Activities
−Removed: Net cash used by operating activities was $380 million for the year ended December 31, 2024, an increase of $220 million, or 138%, compared to net cash used by operating activities of $160 million for the year ended December 31, 2023.
−Removed: The increase in net cash used by operating activities was primarily due to originations of mortgage loans held for sale in excess of proceeds from sale of mortgage loans held for sale as the Company originated more loans towards the end of the current period.
−Removed: Also contributing to cash used by operating activities were net losses over the period.
+Added: Net cash used in operating activities was $167 million for the year ended December 31, 2025, a decrease of $213 million, or 56%, compared to net cash used in operating activities of $380 million for the year ended December 31, 2024.
+Added: The decrease in net cash used in operating activities was primarily by loan originations in excess of proceeds from sale of loans for the year ended December 31, 2024 while loan originations remained relatively even with proceeds from sales of loans for the year ended December 31, 2025.
+Added: Also contributing to cash used in operating activities were net losses over the period.
Investing Activities
Net cash used in investing activities was $662 million for the year ended December 31, 2025, an increase in cash used of $518 million, or 360%, compared to net cash used in investing activities of $144 million for the year ended December 31, 2024.
−Removed: The increase in cash used in investing activities primarily consists of originations of short-term investments and loans held for investment, namely through our U.K.
−Removed: banking entity which the Company has focused on growing during the year ended December 31, 2024.
+Added: The increase in cash used in investing activities primarily consists of originations of loans held for investment, namely through our U.K.
+Added: banking entity.
Loans held for investment are funded from our cash on hand as well as growth in customer deposits held by our U.K.
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Financing Activities
−Removed: Net cash provided by financing activities was $239 million for the year ended December 31, 2024, an decrease of $142 million, or 37%, compared to net cash provided by financing activities of $381 million for the year ended December 31, 2023.
−Removed: The decrease in cash provided by financing activities was primarily driven by the Closing of the Business Combination during the year ended December 31, 2023, which led to a cash increase of $401 million mainly from the issuance of the Convertible Note, issuance of common stock, and proceeds of the Business Combination, offset by the repayment of the Corporate Line of Credit.
−Removed: During the year ended December 31, 2024, our cash provided by financing activities was mainly driven by an increase in customer deposits, namely through our U.K.
−Removed: banking entity, and as well as borrowings on our warehouse lines of credit in excess of payments on our warehouse lines of credit used to fund loans towards the end of the year.
+Added: Net cash provided by financing activities was $714 million for the year ended December 31, 2025, an increase of $475 million, or 199%, compared to net cash provided by financing activities of $239 million for the year ended December 31, 2024.
+Added: The increase in cash provided by financing activities was primarily driven by an increase in customer deposits, namely through our U.K.
+Added: banking entity and was offset by a $110 million payment against our Convertible Notes as part of the Exchange.
Material Cash Requirements
Operating lease commitments
−Removed: While we have many small offices across the country for licensing purposes, we lease significant office space under operating leases with various expiration dates through June 2030 in New York, California, North Carolina, Texas, Michigan, India, and in the U.K.
+Added: While we have many small offices across the country for licensing purposes, we lease significant office space under operating leases with various expiration dates through June 2030 in New York, North Carolina, Texas, Michigan, Oklahoma, Vermont, Washington, Colorado, and Florida.
For the years ended December 31, 2025 and 2024, our operating lease costs were $5 million and $10 million, respectively.
−Removed: In 2021, we began to reduce our real estate footprint in response to our restructuring and headcount reduction initiatives.
−Removed: We have impaired right-of-use assets related to office space that is no longer in use or has been completely abandoned.
−Removed: Leases where we were unable to terminate or amend the lease with the landlord remain on the balance sheet under operating lease liabilities.
−Removed: Although these restructuring initiatives have concluded as of December 31, 2024, we will continue to assess our cost structure and make adjustments were necessary.
−Removed: As of December 31, 2024 and 2023, we had lease liabilities of $4.1 million and $31.2 million, respectively.
+Added: The decrease in lease costs was primarily driven by our real estate footprint reduction initiatives that began in 2021 in connection with restructuring and headcount reductions, as well as lease expirations and space rationalization efforts.
+Added: As part of these initiatives, we impaired right-of-use assets associated with office space that is no longer in use or has been fully abandoned.
+Added: These impairments were non-cash in nature.
+Added: Although these restructuring initiatives concluded as of December 31, 2024, we continue to assess our cost structure and make adjustments where necessary.
+Added: Tab l e of Contents
+Added: As of December 31, 2025 and 2024, we had lease liabilities of $4.6 million and $4.1 million, respectively, representing our remaining contractual obligations for future lease payments.
+Added: We expect cash payments under operating leases to decline over time as existing leases mature and no significant new long-term office leases are currently anticipated.
Other Cash Requirements
4 unchanged sentences
We also may be subject to claims by purchasers for repayment of all or a portion of the premium we receive from such purchaser on the sale of certain loans or MSRs if such loans or MSRs are repaid in their entirety within a specified time period after the sale of the loan.
−Removed: Interest rate lock commitments and forward sale commitments
+Added: Interest rate lock commitments, forward sale commitments and interest rate swaps
We enter into IRLCs to produce loans at specified interest rates and within a specified period of time with potential borrowers who have applied for a loan and meet certain credit and underwriting criteria.
2 unchanged sentences
These contracts are loan sale agreements in which we commit to deliver a mortgage loan of a specified principal amount and quality to a loan purchaser.
+Added: In order to manage interest rate risk on our Loans Held for Investment portfolio, we have entered into pay-fixed, receive-floating interest rate swap contracts to hedge against exposure to changes in the fair value of Loans Held for Investment resulting from changes in interest rates.
Off-Balance Sheet Arrangements
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Our management evaluates our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment.
−Removed: Our significant accounting policies are described in “Note 2.
−Removed: Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report.
+Added: While our significant accounting policies are described in “Note 2.
+Added: Summary of Significant Accounting Policies” to our Consolidated Financial Statements, we consider the following policies to be critical because they involve significant judgment and estimation uncertainty and because different reasonable assumptions could materially affect our results of operations or financial condition.
+Added: Fair Value of Mortgage Loans Held for Sale and Related Derivatives
+Added: We elect the fair value option for mortgage loans held for sale (“LHFS”) and record changes in fair value within gain on loans, net.
+Added: We also record interest rate lock commitments (“IRLCs”), forward sale commitments, and interest rate swaps at fair value.
+Added: Although valuation incorporates observable market inputs, significant judgment is required in estimating certain assumptions, including the pull-through rate for IRLCs (the probability that a locked loan will fund).
+Added: Pull-through assumptions are based on historical experience and current market conditions and are sensitive to changes in interest rates and borrower behavior.
+Added: Tab l e of Contents
+Added: Changes in interest rates, secondary market spreads, or pull-through assumptions could materially impact gain on loans, net and our reported earnings in a given period.
+Added: Loan Repurchase Reserve
+Added: We establish a loan repurchase reserve for estimated losses related to representations and warranties made in connection with loan sales.
+Added: The reserve is based on historical repurchase experience, defect rates identified through quality control reviews, loss severity assumptions, and expectations regarding future claim activity.
+Added: The estimation of the repurchase reserve requires significant judgment, particularly with respect to defect frequency and loss severity.
+Added: Changes in economic conditions, underwriting trends, or investor behavior could result in actual losses differing materially from our estimates.
+Added: Allowance for Credit Losses on Loans Held for Investment
+Added: Loans held for investment are carried at amortized cost, net of an allowance for credit losses established under the CECL (as defined below) model.
+Added: The allowance reflects our estimate of expected lifetime credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.
+Added: This estimate requires judgment regarding macroeconomic assumptions, borrower performance, collateral values, and portfolio risk characteristics.
+Added: Changes in economic conditions, including interest rates, property values, or borrower credit performance, could materially impact the allowance and results of operations.
+Added: Goodwill Impairment
+Added: Goodwill is tested for impairment at least annually and more frequently if events or changes in circumstances indicate potential impairment.
+Added: The impairment analysis requires management to estimate the fair value of reporting units using assumptions regarding projected cash flows, discount rates, and long-term growth.
+Added: These estimates are inherently subjective and sensitive to changes in operating performance and market conditions.
+Added: If actual results differ from projections or market conditions deteriorate, we may record impairment charges that could be material.
+Added: Valuation of Deferred Tax Assets
+Added: We recognize deferred tax assets for deductible temporary differences and net operating loss carryforwards and establish a valuation allowance when it is more likely than not that such assets will not be realized.
+Added: The assessment of realizability requires significant judgment regarding future taxable income and the reversal of temporary differences.
+Added: Changes in projected profitability could materially affect the amount of valuation allowance recorded and income tax expense.
Recent Accounting Pronouncements
2 unchanged sentences
Emerging Growth Company and Smaller Reporting Company Status
−Removed: We are an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
+Added: We are an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups (JOBS) Act.
Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
2 unchanged sentences
The Company will be eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.
−Removed: As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult.
+Added: As a result, the Company’s financial statements may not be comparable to the financial
+Added: Tab l e of Contents
+Added: statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult.
We will cease to be an EGC on the date that is the earliest of (i) the end of the Company’s fiscal year in which its total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 8, 2026 (the fifth anniversary of the date on which Aurora consummated its initial public offering), (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period or (iv) the last day of the Company’s fiscal year in which the market value of the Company’s Class A common stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second quarter.
1 unchanged sentence
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.