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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-19 · 221 added, 93 removed, 185 unchanged (63% of the section changed)

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Evaluation of Disclosure Controls and Procedures

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

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

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

The Company's management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025, which is the end of the period covered by this Annual Report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

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Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO Framework as of December 31, 2025.

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

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

Material Weaknesses

While preparing the consolidated financial statements included in this Annual Report, our management concluded that the following material weaknesses in internal control over financial reporting, previously reported as of December 31, 2022, were not remediated as of December 31, 2024:

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

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

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

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

Remediation Efforts with Respect to Material Weaknesses

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Based on our assessment and those criteria, the Chief Executive Officer and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, 2025.

This Annual Report does not include an attestation report of our independent registered accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies .

Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting

As previously disclosed, including in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified the following material weaknesses in our internal control over financial reporting:

(1) certain actions by the Company’s Chief Executive Officer did not establish an appropriate “tone at the top” consistent with the COSO Framework;

(2) the Company did not maintain an effective control environment or implement appropriate control activities under the COSO Framework, in part due to insufficient experienced accounting personnel and capacity;

and (3) as a result of such personnel and review-capacity limitations, the Company previously failed to timely identify a material error in a third-party valuation.

Throughout the year ended December 31, 2025, with oversight from management and the Board’s audit committee, the Company implemented measures designed to remediate these material weaknesses.

We completed these remediation measures in the quarter ended December 31, 2025, including testing of the design and concluding on the operating effectiveness of the related controls.

Specifically, we undertook the following remediation measures:

• enhanced our reporting lines, authorities, and responsibilities, expanded the executive leadership team and implemented new entity level controls to ensure adherence to standards of conduct and address deviations promptly.

• invested in key accounting personnel with experienced and skilled resources.

• designed and implemented appropriate internal controls over financial reporting related to complex accounting matters, significant estimates and judgments and the review of third-party specialist’s work.

Based on these remediation actions, as well as adequate testing of the design and operating effectiveness of the applicable financial reporting controls over a sustained period of financial reporting cycles, we have concluded that the previously reported material weaknesses have been remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

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

Except as otherwise noted above under “Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting”, there were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended December 31, 2024, no director or executive officer of the Company entered into , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or that constituted a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Other than as described below, during the three months ended December 31, 2025, no director or executive officer of the Company entered into , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or that constituted a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

However, certain of our directors or officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements.

On December 22, 2025 , Vishal Garg , Chief Executive Officer and director of the Company, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2025 Garg Trading Arrangement”).

The 2025 Garg Trading Arrangement provides for the purchase of up to 200,000 shares of the Company’s Class A common stock with a plan end date of March 23, 2027 .

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance

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

Except as provided below, the information required by Item 10 is incorporated herein by reference from our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”).

Insider Trading Policy

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

Information About Our Directors

Name Position(s) Age as of March 13, 2026

Vishal Garg Chief Executive Officer and Director 48

Harit Talwar Chairman of the Board 65

Bhaskar Menon Lead Independent Director 65

David Barse Director 63

Michael Farello Director 61

Arnaud Massenet Director 60

Prabhu Narasimhan Director 45

The biography for Mr.

Garg appears below under the heading “Information About Our Executive Officers.”

Harit Talwar.

Talwar has served as a member of our board of directors (the "Board") and our Chairman since August 2023.

Talwar served as Chairman of the board of directors of Better Holdco, Inc.

(“Pre-Business Combination Better”) from May 2022 until August 2023.

He was most recently at Goldman Sachs, where he served as Chairman of the Consumer Business from January 2021 through December 2021 and Global Head of the Consumer Business from May 2015 to January 2021, leading the firm’s entry into the consumer space and helping to build Marcus by Goldman Sachs as the division’s head and first employee.

Prior to Goldman Sachs, Mr.

Talwar was President, U.S.

Cards, at Discover Financial Services.

Talwar has served as a member of the boards of directors of Mastercard Inc.

MA) since April 2022, KPMG U.S.

since January 2024, Apexon, a digital engineering services company, since 2022, and Inveniam, a block chain company digitizing assets in private markets, since 2023.

Talwar holds a B.A.

in Economics from Delhi University and an M.B.A.

from the Indian Institute of Management, Ahmedabad.

Talwar was selected to serve on our Board and as Chairman of the Board due to his strong background in direct-to-consumer financial businesses and experience building public companies.

Bhaskar Menon.

Menon has served as a member of the Board since August 2025 and as its lead independent director since October 2025.

His last role was as the Chief Digital & Transformation Officer of Alorica, Inc., a provider of technology-enabled customer services solutions for large enterprises, from July 2018 until December 2021.

He has served on boards of directors of companies across multiple industries.

Menon previously held senior executive positions with Citibank, N.A., Merrill Lynch & Co.

Inc., Mphasis Corp.

Menon has a B.S.

from Fergusson College and a M.B.A.

from Symbiosis Institute of Business Management, Pune.

Menon was selected to serve on our Board due to his experience on boards of directors and executive leadership experience.

Barse has served as a member of the Board since August 2025.

Barse has served as the founder and Chief Investment Officer of DMB Holdings, LLC, a private family office with a diverse investment portfolio, since January 2016.

Barse was the founder and the Chief Executive Officer of XOUT Capital LLC, an index company related to the asset management industry, from January 2019 through February 2022.

He served as a director of Covanta Holding Corporation (formerly NYSE:

CVA), owner/operator of energy-from-waste and power generation facilities, from 1996 until its acquisition by a private equity firm in 2022, in addition to serving on several other boards of directors throughout his career.

Barse also served almost 25 years as Chief Executive Officer of Third Avenue Management, a

global value investment organization.

Barse has a B.A.

with Honors from George Washington University and a J.D.

from Brooklyn Law School.

Barse was selected to serve on our Board due to his experience on public and private company boards of directors and investment experience.

Michael Farello .

Farello has served as a member of our Board since August 2023.

Farello served as a member of the board of directors of Pre-Business Combination Better from February 2020 until August 2023.

He is also a Managing Partner of L Catterton, a private equity firm, focused on its Growth fund, a position he has held since January 2006.

Farello serves as a member of the boards of directors of several private companies.

In addition, since July 2015, Mr.

Farello has served on the board of directors of Vroom Inc.

VRM), an e-commerce used vehicle sales platform.

Since June 2017, Mr.

Farello has also served on the board of directors of ODDITY Tech Ltd.

ODD), a consumer-technology company.

Farello holds a B.S.

in industrial engineering from Stanford University and a M.B.A.

from Harvard Business School.

Farello was selected to serve on our Board due to his strong background in technology and direct-to-consumer businesses, knowledge of growth strategies, and extensive board and committee experience.

Arnaud Massenet.

Massenet has served as a member of the Board since August 2023.

Massenet has served as a managing partner of NaMa Capital Advisors LLP (previously Novator Capital), a privately held investment firm (“NaMa Capital”), since October 2020.

Massenet served as Chief Executive Officer of Aurora and as an executive officer of Novator Capital Sponsor Ltd., a Cyprus limited liability company (the "Sponsor"), in each case from inception until August 2023.

Massenet started his career in 1994 in banking at Morgan Stanley & Co.

He became the Head of Morgan Stanley’s derivatives group in London, United Kingdom, in 1998.

Massenet started Lehman Brothers Inc.’s corporate derivatives group before exiting in 2007 to start South West Capital, a hedge fund focused on real asset investments.

Massenet co-founded Net-a-Porter in 1999, which was ultimately sold to the Richemont Group.

Massenet holds a Bachelor of Arts from the Lincoln International School of Business in Paris, France and a M.B.A.

from the University of North Carolina.

Massenet was selected to serve on our Board due to his experience as a senior executive, his experience in investment, marketing and business development, and his experience serving on the boards of directors of other public and private companies.

Prabhu Narasimhan.

Narasimhan has served as a member of our Board since August 2023.

He has served as Chief Executive Officer of Brahma AI Ltd., an enterprise AI content platform, since July 2024.

Narasimhan served as a managing partner of NaMa Capital from October 2020 until September 2024.

Narasimhan served as Aurora’s Chief Investment Officer and as an executive officer of the Sponsor, in each case from inception until August 2023.

Narasimhan has over 15 years of experience as a lawyer at three international law firms, two as partner (Mayer Brown, White & Case and Baker & McKenzie).

Narasimhan has served on the board of directors of Prime Focus Limited (NSE:PFOCUS), a motion picture and video production company, since January 2026.

Narasimhan was selected to serve on our Board due to his due to his extensive legal experience as well as his investment and business development experience.

Information About Our Executive Officers

The following persons are executive officers of Better Home & Finance Holding Company:

Name Position(s) Age as of March 13, 2026

Vishal Garg Chief Executive Officer 48

Kevin Ryan Chief Financial Officer 54

Nicholas Calamari Chief Administrative Officer and Senior Counsel 46

Loveen Advani Chief Financial Officer 49

Barry Feierstein Chief Operating Officer 65

Sigurgeir Jonsson Chief Technology Officer 51

Chad Smith President and Chief Operating Officer of Better Mortgage Corporation 51

Paula Tuffin General Counsel, Chief Compliance Officer and Secretary 63

Garg has served as a member of our Board and Chief Executive Officer of the Company since the Closing.

Garg founded Pre-Business Combination Better and served as Chief Executive Officer of Pre-Business Combination Better from its inception in 2015 until the Closing.

Garg has served as a member of our Board and Chief Executive Officer of the Company since August 2023.

Garg founded and served as Chief Executive Officer of Pre-Business Combination Better from its inception in 2015 until August 2023.

Since 1999, Mr.

Garg has served as the founding partner of 1/0 Capital, an investment holding company focused on creating and investing in businesses within consumer finance, technology and digital marketing, and which is a significant stockholder of the Company.

Garg has served as the founding partner of 1/0 Capital, an investment holding company focused on creating and investing in businesses within consumer finance, technology and digital

marketing (“1/0 Capital”), and which is a significant stockholder of the Company.

Before this, Mr.

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in Finance and International Business from New York University.

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

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

Prior to joining Pre-Business Combination Better, Mr.

Ryan spent more than two decades at Morgan Stanley.

As Managing Director of Investment Banking and Head of Banks and Diversified Finance from 2015 to October 2020, he covered large and mid-cap banks, financial technology companies, consumer finance companies and mortgage real estate investment trusts.

Ryan holds a bachelor’s degree from Rutgers University and a law degree from the University of Virginia.

Ryan is a member of The Economic Club of New York.

Nicholas Calamari.

Calamari has served as our Chief Administrative Officer and Senior Counsel since the Closing.

Calamari is a co-founder of Pre-Business Combination Better and served as Chief Administrative Officer and Senior Counsel of Pre-Business Combination Better from August 2022 until the Closing, having previously served as General Counsel from its inception in March 2015 until June 2022.

Since March 2015, Mr.

Calamari has served as the General Counsel and a senior partner of 1/0 Capital, a significant stockholder of the Company.

Prior to this, he was an attorney at Quinn Emanuel Urquhart & Sullivan, LLP.

Calamari holds a B.A.

from Dartmouth College and a J.D.

from Fordham University School of Law.

Loveen Advani.

Advani has served as Chief Financial Officer of the Company since February 2026.

Prior to joining the Company, Mr.

Advani served as Executive Vice President, Finance of Zeta Global Holdings Corp.

(NYSE:ZETA), a marketing technology company, from April 2024 until his departure in January 2026, and served as its Senior Vice President, Financial Planning and Analysis from March 2020 until March 2024.

From June 2018 until March 2020, he served as Senior Vice President, FP&A and Investments at LivePerson, Inc.

LPSN), a provider of predictable conversational AI and digital transformation.

He also served as Vice President, Head of Corporate Development at Inovalon Holdings, Inc.

(formerly Nasdaq:

INOV), a technology company.

Advani also held finance positions at Aetna and IBM Corporation.

Advani holds a Bachelor of Engineering, with honours, from the University of Mumbai and an M.B.A.

from The University of Chicago, Booth School of Business.

Barry Feierstein.

Feierstein has served as Chief Operating Officer of the Company since December 2025.

Prior to joining the Company, Mr.

Feierstein served as Chief Operating Officer of Hamilton Insurance Agency, an insurance broker and benefits administration provider, from January 2025 until December 2025, where he led a strategic review that culminated in the sale of the company to NFP, a division of AON (NYSE:

From March 2024 until December 2025, he served as Founding Chief Operating Officer of Open Castle, Inc., a global credit facilitation platform, where he will maintain a role as a strategic advisor.

Feierstein served as Chief Operating Officer of EasyKnock, Inc., a residential real estate finance company, from January 2021 until September 2024, and as a transitional advisor from February 2024 to September 2024.

He also served as Chief Business Operating Officer of University of Phoenix (a business unit of Apollo Education Group) and then as the Chief Commercial Officer of Apollo Education Group (formerly NYSE:

Feierstein previously held positions at SLM Corporation (formerly Sallie Mae, Inc.) (NYSE:

SLM), an education solutions company, including managing its private credit business and then as its Executive Vice President of Sales and Marketing.

Early in his career, Barry spent five years at McKinsey & Company, a management consulting firm.

Feierstein holds a B.A., summa cum laude, from Tufts University and a M.B.A.

from Harvard Business School.

Sigurgeir “Ziggy” Jonsson.

Jonsson has served as the Company’s Chief Technology Officer since March 2026.

Prior to that role, he served as its Senior Vice President, Engineering since August 2023.

From September 2022 until August 2023, he served as Senior Vice President, Engineering of Pre-Business Combination Better, and from September 2020 until September 2022, as its Head of Financial Products.

Jonsson has served as Senior Partner at 1/0 Capital since October 2015.

He served on the board of directors of 10X Capital Venture Acquisition Corp.

(formerly, Nasdaq:

VCVC), a special purpose acquisition company, from November 2020 until July 2021.

Jonsson holds a Bachelor’s in Economic Sciences from the University of Iceland.

Smith has served as President and Chief Operating Officer of Better Mortgage Corporation, a wholly owned subsidiary of the Company (“BMC”), since May 2024.

Prior to joining BMC, Mr.

Smith served as Chief Executive Officer of Mission Loans LLC, an online mortgage lender, from December 2020 to May 2024.

Prior to Mission Loans, he served as Executive Vice President, Consumer Direct and Portfolio Retention, of Caliber Home Loans, Inc., a mortgage lender and mortgage loan servicer, from May 2018 to September 2020.

From 2014 to April 2018, Mr.

Smith served as President, Direct Lending at loanDepot, Inc.

Paula Tuffin.

Tuffin has served as our General Counsel, Chief Compliance Officer and Secretary since the Closing.

Tuffin served as General Counsel, Chief Compliance Officer and Secretary of Pre-Business Combination Better from May 2016 until the Closing.

Tuffin has served as our General Counsel, Chief Compliance Officer and Secretary since August 2023.

Tuffin served as General Counsel, Chief Compliance Officer and Secretary of Pre-Business Combination Better from May 2016 until August 2023.

Prior to joining Pre-Business Combination Better in 2016, she served as senior litigation counsel at the CFPB in the Enforcement Bureau.

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Executive Compensation

The information required by Item 11 is incorporated herein by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders.

The information required by Item 11 is incorporated herein by reference from our 2026 Proxy Statement.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Except as noted below, the information required by Item 12 is incorporated herein by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders.

Except as provided below, the information required by Item 12 is incorporated herein by reference from our 2026 Proxy Statement.

Equity Compensation Plan Information

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Total 2,565,788 $78.74 577,484

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

(1) A total of 1,956,375 RSUs were granted under the Better Home & Finance Holding Company 2023 Incentive Equity Plan (the “2023 Plan”) as of December 31, 2025.

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

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The number of shares of Class A common stock available under the ESPP is subject an annual increase on the first day of each fiscal year beginning in 2024 and ending in 2033, equal to the lesser of (i) 1% of the shares of Class A common stock outstanding on an as-converted basis as of the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A common stock as determined by the Board.

In December 2023, the Board determined to forego the evergreen automatic increases for 2024 under each of the 2023 Plan and the ESPP.

(4) Consists of 2,969 shares of Class B common stock underlying options granted under the 2016 Plan and 606,444 shares of Class B common stock underlying options and RSUs granted under the 2017 Plan.

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Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.

The information required by Item 13 is incorporated herein by reference from our 2026 Proxy Statement.

Principal Accounting Fees and Services

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

The information required by Item 14 is incorporated herein by reference from our 2026 Proxy Statement.

Exhibits and Financial Statements Schedules.

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8-K 4.2 August 28, 2023

4.3 Form of Note, between Better Home & Finance Holding Company and GLAS Trust Company LLC (included in Exhibit 10.1).

8-K 4.2 April 28, 2025

4.4 Warrant, dated as of February 1 7 , 2026, between Better Home & Finance Holding Company and Framework Ventures IV L.P.

8-K 4.1 February 17, 2026

4.5 Indenture, dated as of April 28, 2025, between Better Home & Finance Holding Company and GLAS Trust Company LLC

8-K 4.1 April 28, 2025

4.6 Description of Securities

8-K 4.1 August 19, 2024

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

8-K 10.3 August 28, 2023

10.1* Security Agreement, dated as of April 28, 2025, between the Company, as issuer, subsidiaries of the Company, as guarantors, and GLAS Trust Company LLC, as Collateral Agent

8-K 10.1 April 28, 2025

10.2 Note Exchange Agreement, dated April 12, 2025, between the Company and SB Northstar LP.

8-K 10.1 April 14, 2025

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

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S-1 10.29 October 12, 2023

10.5 Registration Rights Agreement, dated February 17, 2026, between Better Home & Finance Holding Company and Framework Ventures IV L.P.

8-K 10.2 February 17, 2026

10.6 Form of At-the-Market Sales Agreement, dated September 26, 2025

8-K 1.1 September 29, 2025

10.7 Securities Purchase Agreement, dated February 17, 2026, between Better Home & Finance Holding Company and Framework Ventures IV L.P.

8-K 10.1 February 17, 2026

10.8 Novator Exchange Election Agreement, dated as of August 22, 2023 by and among Better HoldCo, Inc., Novator Capital Sponsor Ltd.

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S-1 10.7 October, 12 2023

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

10.13# Form of Better HoldCo Inc.

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S-1 10.14 October, 12 2023

10.20# Form of Restricted Stock Unit Award Agreement and Grant Notice (2023 Incentive Equity Plan)

8-K 10.1 February 7, 2024

10.21# Better Home & Finance Holding Company 2023 Employee Stock Purchase Plan

8-K 10.6 August 28, 2023

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

10.17 Amendment No.

2 to SB Northstar Subscription Agreement, dated as of August 21, 2023

8-K 10.1 August 23, 2023

10.22# B etter Home & Finance Holding Company 2026 Inducement Incentive Plan

S-8 4.2 February 11, 2026

10.23# Form of Restricted Stock Unit Award Agreement and Grant Notice (2026 Inducement Incentive Plan)

10.24# Employment Agreement, dated as of April 5, 2022, between Better Holdco, Inc.

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S-4/A 10.24 July 24, 2023

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

10-K 10.31 March 19, 2025

10.26# Employment Agreement, dated as of October 18, 2022, between Better Holdco, Inc.

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S-4/A 10.26 July 24, 2023

10.21 Convertible Notes Side Letter, dated November 30, 2021 between SB Northstar and Vishal Garg.

S-4/A 10.27 July 24, 2023

10.28# Amende d and Restated Offer of Employment, dated July 29, 2024, between Better Home & Finance Holding Company and Chad Smith

10-Q 10.10 August 13, 2024

10.29# Better Home & Finance Holding Company 2023 Incentive Equity Plan Restricted Stock Unit Award Agreement, dated May 30, 2024, between Better Home & Finance Holding Company and Chad Smith (Time-Based and Performance-Based).

10-Q 10.20 August 13, 2024

10.30# Offer Letter, dated December 8, 2025, between Better Home & Finance Holding Company and Barry Feierstein

10.31# Employment Agreement, dated as of December 21, 2025, between Better Home & Finance Holding Company and Loveen Advani

10.32# Employment Agreement, dated as of April 14, 2022, between Better Holdco, Inc.

and Sigurgeir Jonsson

10.33# Personal Loan Termination Agreement, dated March 1 2 , 2026, between Better Home & Finance Holding Company and Sigureir Jonsson

10.34 Board Observer Agreement, effective August 7, 2025, between Better Home & Finance Holding Company and SB Northstar LP

10-Q 10.40 November 13, 2025

10.35# Chairman Agreement, dated as of April 27, 2022, between Better Holdco, Inc.

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S-4/A 10.30 July 24, 2023

10.23# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc.

and Vishal Garg.

8-K 10.15 August 28, 2023

10.24# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc.

and Kevin Ryan.

8-K 10.16 August 28, 2023

10.25# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc.

and Paula Tuffin.

8-K 10.17 August 28, 2023

10.36# Amendment No.

1 to Chairman Agreement, dated as of August 7, 2025, between Harit Talwar and Better Home & Finance Holding Company

10-Q 10.30 November 13, 2025

10.37# Better HoldCo, Inc.

2017 Equity Incentive Plan Restricted Stock Unit Agreement, dated June 1, 2022, between Better HoldCo, Inc.

and Harit Talwar (Service Based).

10-Q 10.40 August 13, 2024

10.38# Better HoldCo, Inc.

2017 Equity Incentive Plan Restricted Stock Unit Agreement, dated June 1, 2022, between Better HoldCo, Inc.

and Harit Talwar (Performance Based).

10-Q 10.50 August 13, 2024

10.39# Sponsor Purchase Subscription Agreement, dated as of August 22, 2023, by and between Better Home & Finance Holding Company and Novator Capital Sponsor, Ltd.

2 unchanged sentences

10.1 September 29, 2023

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

10.41 Founder Side Letter, dated as of May 10, 2021, by and between Better Home & Finance Holding Company and Vishal Garg (included as Annex M to the Form S-4/A)

5 unchanged sentences

Executive Change in Control Severance Plan

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

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

8-K 10.1 February 7, 2024

10-K 10.30 March 19, 2025

10.44# Director Compensation Policy

10-Q 10.2 November 13, 2025

19.1 Insider Trading Policy of Better Home & Finance Holding Company

9 unchanged sentences

97.1 Better Home & Finance Holding Company Clawback Policy

10-K 97.1 March 19, 2025

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

Incorporated by Reference

Exhibit Description Form Exhibit Filing Date

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

12 unchanged sentences

March 13, 2026 By:

/s/Kevin Ryan

/s/ Loveen Advani

Loveen Advani

Chief Financial Officer

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

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

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

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

1 unchanged sentence

/s/ Vishal Garg Chief Executive Officer and Director (Principal Executive Officer) March 13, 2026

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

/s/ Loveen Advani Chief Financial Officer (Principal Financial and Principal Accounting Officer)

March 13, 2026

Loveen Advani

/s/ Harit Talwar Director and Chairman of the Board of Directors March 13, 2026

/s/ David Barse Director March 13, 2026

/s/Michael Farello Director March 13, 2026

Michael Farello

/s/Steven Sarracino Director March 19, 2025

Steven Sarracino

/s/Prabhu Narasimhan Director March 19, 2025

Prabhu Narasimhan

/s/Arnaud Massenet Director March 13, 2026

Arnaud Massenet

/s/ Bhaskar Menon Director March 13, 2026

Bhaskar Menon

/s/ Prabhu Narasimhan Director March 13, 2026

Prabhu Narasimhan

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

What changed 10-K

Item 9A. Controls and Procedures