Better Home & Finance Holding Co 10-Q for FY2026 Q2
Better Home & Finance Holding Co (BETR)
10-Q
2026-08-11
For: 2026-06-30
View Original
Added on
August 11, 2026
About this 10-Q
Better Home & Finance Holding Co filed this 10-Q on August 11, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $54.7M
- up 28.2% from $42.69M a year earlier
- Net loss
- $30.59M
- compared with a net loss of $36.27M a year earlier
- Diluted EPS
- -$1.64
- compared with -$2.39 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-40143
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1 World Trade Center
(Address of principal executive offices, including Zip Code)
(415 ) 522-8837
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | x | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2026, there were 13,243,928 shares of Class A common stock, 4,317,106 shares of Class B common stock and 1,437,545 shares of Class C common stock of the registrant issued and outstanding.
TABLE OF CONTENTS
| Page | |||||
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (the “Quarterly Report”) of Better Home & Finance Holding Company (the “Company,” “Better,” “we,” “our” or “us”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements can be identified by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” or the negatives of these terms or similar terminology, although not all forward-looking statements contain such identifying words. They may appear in a number of places throughout this Quarterly Report, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our future results of operations, financial condition and liquidity, the divestiture of international-based assets, including Birmingham Bank (as defined below), further equity issuances, our intended use of net proceeds from our issuances of equity securities and regaining compliance with the Nasdaq Listing Rules, including regarding eligibility for a cure period. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
These forward-looking statements are not guarantees of future results and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this Quarterly Report and the associated risks, uncertainties, assumptions and other important factors may include, but are not limited to:
•Our ability to operate under and maintain or improve our business model;
•The effect of interest rates on our business, results of operations, and financial condition;
•Our ability to expand our customer base, grow market share in our existing markets and enter into new markets;
•Our ability to respond to general economic conditions, particularly elevated interest rates and lower home sales and refinancing activity;
•Our ability to restore our growth and our expectations regarding the development and long-term expansion of our business;
•Our ability to comply with laws and regulations related to the operation of our business, including minimum net worth, capital ratio and liquidity requirements established by regulatory authorities;
•Our ability to achieve and maintain profitability in the future;
•Our ability and requirements to raise additional financing in the future;
•Our estimates regarding expenses, future revenue, capital and additional financing requirements;
•Our ability to maintain, expand and be successful in our strategic relationships with third parties;
•Our ability to develop new products, features and functionality that meet market needs and achieve market acceptance;
•The timing of, and ability to consummate, the sale of Birmingham Bank;
•Our ability to maintain, protect, assert and enhance our intellectual property rights;
•The effect of the development, proliferation and use of artificial intelligence (“AI”) on our business;
ii
•Volatility in the market price of our Class A common stock, including volatility due to potential short squeezes; high degrees of public and social media coverage by third parties; future sales of substantial amounts of our Class A common stock, or the perception that such sales may occur;
•The impact of geopolitical developments, including the ongoing military conflict in the Middle East;
•Our ability to regain compliance with the Nasdaq Stock Market LLC’s (“Nasdaq”) board independence requirements; and
•The impact of our recently announced leadership transition.
Additional risks and uncertainties that could cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements include those matters discussed in Part I, Item 1A. “Risk Factors” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by Part II, Item 1A. “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those described in these forward-looking statements. Forward-looking statements included herein speak only as of the date of this Quarterly Report, and we do not undertake any obligation to publicly update or revise any such forward-looking statements, except as may be required by law.
Available Information and Website Disclosure
Our website address is www.better.com. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish them to the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at www.sec.gov.
Investors and others should note that we announce material financial and operational information to our investors using press releases, SEC filings and public conference calls and webcasts, and by postings on our investor relations site at investors.better.com. We may also use our website as a distribution channel for material Company information. In addition, you may automatically receive email alerts and other information about Better when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investors.better.com. References to our website or other links to our publications or other information are provided for the convenience of our stockholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Quarterly Report or any of our other filings with the SEC.
iii
Part I - Financial Information
Item 1. Financial Statements
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | December 31, | ||||||||||||||||
| (Amounts in thousands, except share and per share amounts) | 2026 | 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Restricted cash | |||||||||||||||||
| Mortgage loans held for sale, at fair value | |||||||||||||||||
| Other receivables, net | |||||||||||||||||
| Property and equipment, net | |||||||||||||||||
| Right-of-use assets | |||||||||||||||||
| Internal use software and other intangible assets, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Derivative assets | |||||||||||||||||
| Prepaid expenses and other assets | |||||||||||||||||
| Assets held for sale | |||||||||||||||||
| Assets of discontinued operations | |||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Liabilities | |||||||||||||||||
| Warehouse lines of credit | $ | $ | |||||||||||||||
| Senior notes | |||||||||||||||||
Accounts payable and accrued expenses (includes payables to related parties of $ | |||||||||||||||||
| Escrow payable and other customer accounts | |||||||||||||||||
| Derivative liabilities | |||||||||||||||||
| Warrant and equity related liabilities, at fair value | |||||||||||||||||
| Lease liabilities | |||||||||||||||||
| Other liabilities | |||||||||||||||||
| Liabilities held for sale | |||||||||||||||||
| Liabilities of discontinued operations | |||||||||||||||||
| Total Liabilities | |||||||||||||||||
Commitments and contingencies (see Note 12) | |||||||||||||||||
| Stockholders’ Equity | |||||||||||||||||
Common stock $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
| Accumulated other comprehensive gain | |||||||||||||||||
| Total Stockholders’ Equity | |||||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands, except share and per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Gain on loans, net | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Total net revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Technology | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Loan origination expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other expenses (income) | ( | ||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Loss before income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||||||||
| Net loss continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Loss per share attributable to common stockholders, basic and diluted: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net income (loss) discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Weighted average common shares outstanding — basic and diluted | |||||||||||||||||||||||
| Other comprehensive income/(loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | $ | $ | $ | ( | $ | ||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three Months Ended June 30, 2026
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of offering costs of $ | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Tax withholding upon vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued for vested restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss— foreign currency translation adjustment, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three Months Ended June 30, 2025
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Notes Receivables from Stockholders | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders'Equity | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Gain on troubled debt restructuring | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax effect on troubled debt restructuring | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding upon vesting of restricted stock units | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Shares issued for vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income— foreign currency translation adjustment, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Six Months Ended June 30, 2026
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of offering costs of $ | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Exercise of Warrants | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Tax withholding upon vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued for vested restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Cancellation of common stock | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss— foreign currency translation adjustment, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Six Months Ended June 30, 2025
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except share amounts) | Issued and Outstanding | Par Value | Notes Receivables from Stockholders | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Gain on troubled debt restructuring | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax effect on troubled debt restructuring | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding upon vesting of restricted stock units | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Shares issued for vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Vesting of common stock issued via notes receivable from stockholders | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income— foreign currency translation adjustment, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
| Six Months Ended June 30, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Net loss from discontinued operations | ( | ( | ||||||||||||
| Net loss from continuing operations | ( | ( | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation of property and equipment | ||||||||||||||
| Impairment charges, net | ||||||||||||||
| Amortization of internal use software and other intangible assets | ||||||||||||||
| Gain on sale of loans, net | ( | ( | ||||||||||||
| Non-cash interest and amortization of debt issuance costs and discounts | ||||||||||||||
| Change in fair value of warrants and equity related liabilities | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Provision (Recovery) of loan repurchase reserve | ( | |||||||||||||
| Change in fair value of derivatives | ( | |||||||||||||
| Change in fair value of mortgage loans held for sale | ( | ( | ||||||||||||
| Gain on disposal of assets held for sale | ( | |||||||||||||
| Change in operating lease of right-of-use assets | ( | |||||||||||||
| Originations of mortgage loans held for sale | ( | ( | ||||||||||||
| Proceeds from sale of mortgage loans held for sale | ||||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||
| Other receivables, net | ( | ( | ||||||||||||
| Prepaid expenses and other assets | ( | |||||||||||||
| Operating lease liabilities | ( | |||||||||||||
| Accounts payable and accrued expenses | ( | |||||||||||||
| Escrow payable and other customer accounts | ||||||||||||||
| Other liabilities | ( | |||||||||||||
| Net cash used in operating activities-continuing operations | ( | ( | ||||||||||||
| Net cash used in operating activities-discontinued operations | ( | ( | ||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Purchase of property and equipment | ( | ( | ||||||||||||
| Proceeds of sale of assets held for sale | ||||||||||||||
| Capitalization of internal use software | ( | ( | ||||||||||||
| Net cash used in investing activities-continuing operations | ( | ( | ||||||||||||
| Net cash used in investing activities-discontinued operations | ( | |||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Principal payments on convertible notes | ( | |||||||||||||
| Net borrowings on warehouse lines of credit | ||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||
| Proceeds from issuance of stock options | ||||||||||||||
| Proceeds from exercise of warrants | ||||||||||||||
| Net investment in discontinued operations | ( | |||||||||||||
| Net cash provided by/(used in) financing activities-continuing operations | ( | |||||||||||||
| Net cash (used in)/provided by financing activities-discontinued operations | ( | |||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effects of currency translation on cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Net change in cash, cash equivalents, and restricted cash, including cash classified within assets held for sale | ( | |||||||||||||
| Less: net change in cash, cash equivalents and restricted cash classified within assets held for sale | ( | |||||||||||||
| Cash, cash equivalents, and restricted cash—Beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash—End of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
BETTER HOME & FINANCE HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of the same such amounts shown on the previous page.
| Six Months Ended June 30, | |||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Restricted cash, end of period | |||||||||||
| Total cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Interest paid on continuing operations | $ | $ | |||||||||
| Interest paid on discontinued operations | $ | $ | |||||||||
| Income taxes paid/(refunded) | $ | $ | ( | ||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Capitalization of stock-based compensation related to internal use software | $ | $ | |||||||||
| Vesting of common stock issued via notes receivable from stockholders | $ | $ | |||||||||
| Tax withholding upon vesting of restricted stock units | $ | $ | |||||||||
| Convertible notes exchange | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Nature of the Business
Better Home & Finance Holding Company together with its subsidiaries (collectively, the “Company”), provides a comprehensive set of homeownership offerings in the United States (the “U.S.”) and operates a banking platform in the United Kingdom (the “U.K.”). The Company’s offerings include mortgage loans, real estate agent services, title and homeowners insurance, and other homeownership offerings. The Company leverages Tinman, its proprietary technology platform, to optimize the mortgage process from the initial application, to the integration of a suite of additional homeownership offerings, to the sale of loans to a network of loan purchasers.
Mortgage loans originated within the United States are through the Company’s wholly-owned subsidiary Better Mortgage Corporation (“BMC”). BMC is an approved Title II Single Family Program Lender with the Department of Housing and Urban Development’s (“HUD”) Federal Housing Administration (“FHA”), and is an approved seller and servicer with the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FMCC”). The Company conducts banking operations in the United Kingdom through Birmingham Bank, a regulated U.K. banking entity acquired in 2023 (“Birmingham Bank”). In the fourth quarter of 2024, the Company decided to dispose of certain operating units in the U.K. In addition, in the fourth quarter of 2025, the Company approved a plan to sell Birmingham Bank. As of June 30, 2026, Birmingham Bank continues to be classified as held for sale and its results continue to be presented as discontinued operations. See Note 3 for further details.
Unless otherwise indicated, references to “Better,” “Better Home & Finance,” the “Company,” “we,” “us,” “our” and other similar terms refer to (i) Better and its consolidated subsidiaries prior to the closing of its business combination with Aurora Acquisition Corp. on August 22, 2023 (the “Business Combination”) and (ii) Better Home & Finance and its consolidated subsidiaries following the Business Combination.
2. Summary of Significant Accounting Policies
Basis of Presentation—The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position and its results of operations, changes in stockholders’ equity and cash flows. The results of operations and other information for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025.
Consolidation—The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates—The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include the fair value of mortgage loans held for sale, the fair value of derivative assets and liabilities, which includes interest rate lock commitments and forward sale commitments, the determination of a valuation allowance on the Company’s deferred tax assets, capitalization of internally developed software and its associated useful life, the fair value of acquired intangible assets and goodwill, the provision for loan repurchase reserves, the allowance for credit losses, and the fair value of warrant and equity related liabilities.
Short-term investments—Short term investments consist of fixed income securities, typically U.S. and U.K. government treasury securities and U.S. and U.K. government agency securities with maturities ranging from 91 days to one year. Management determines the appropriate classification of short-term investments at the time of purchase. Short-term investments reported as held-to-maturity are those investments that the Company has both the positive intent and ability to hold to maturity and are stated at amortized cost on the condensed consolidated balance sheets. All of the Company’s short term investments are classified as held to maturity. The Company has not recognized any impairments on these investments to date and any unrealized gains or losses on these investments are immaterial. The U.S. and U.K.
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Mortgage Loans Held for Sale, at Fair Value—The Company originates mortgage loans, including home equity line of credit and closed-end second lien loans (“HELOCs”), for sale into the secondary market. The Company has elected the fair value option under ASC 825 for all mortgage loans held for sale (“LHFS”), with changes in fair value recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss.
The fair value of LHFS is generally based on observable market prices and investor commitments for loans with similar characteristics. Changes in fair value are primarily driven by changes in market interest rates, loan pricing, and sale execution assumptions.
The Company generally sells loans servicing released shortly after origination. Gains and losses on loan sales are recognized upon transfer of control of the loans to the purchaser in accordance with ASC 860. The Company may retain interim servicing responsibilities through third-party sub-servicers for certain loans prior to transfer.
Loan Repurchase Reserve—In connection with the sale of mortgage loans into the secondary market, the Company makes customary representations and warranties regarding the characteristics of the loans sold, including compliance with underwriting standards and applicable laws and regulations. In the event of a breach of these representations and warranties, the Company may be required to repurchase affected loans or indemnify investors for incurred losses.
The Company maintains a loan repurchase reserve for estimated losses associated with these obligations. The reserve is based on historical repurchase and loss experience, current defect trends, the expected severity of losses, and management’s estimate of future repurchase activity. Provisions for changes in the reserve are recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss, while the reserve liability is included within other liabilities on the condensed consolidated balance sheets.
Loans Held for Investment—The Company originates, primarily through its U.K. operations, loans held for investment, for which management has the intent and ability to cause the Company to hold for the foreseeable future or until maturity or payoff and are reported at amortized cost, which is the principal amount outstanding, net of cumulative charge-offs, unamortized net deferred loan origination fees and costs and unamortized premiums or discounts on purchased loans.
The allowance for credit losses is a valuation account that is deducted from the loans held for investment amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the loan balance is deemed to be uncollectible. Management estimates the expected credit losses over the life of the loan using probability of default/loss given default ("PD/LGD") methodology. Expected credit losses are calculated as the product of probability of default, loss given default and exposure at default for each loan. The Company estimates expected credit losses on a collective basis for loans that share similar risk characteristics, which primarily consist of property buy-to-let loans originated through its U.K. banking operations. The Company considers current economic conditions and reasonable and supportable forecasts of future economic conditions in developing its estimate of expected credit losses. Because these forecasts are incorporated qualitatively rather than through a distinct quantitative forecast period, the Company does not apply a separate quantitative reversion period, and historical loss information serves as the basis for estimating expected credit losses over the expected life of the loans. See Note 6 for additional details.
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivatives and Hedging Activities—The Company uses derivative instruments to manage interest rate risk associated with mortgage loan commitments, mortgage loans held for sale, and loans held for investment. Derivative instruments primarily include interest rate lock commitments (“IRLCs”), forward sale commitments, and interest rate swaps, and warrant liabilities. Warrant liabilities include Public Warrants, Private Warrants, Sponsor Locked-up Shares, and other liability-classified warrants, which are recorded at fair value with changes in fair value recognized in earnings.
The Company presents certain derivative assets and liabilities on a net basis on the condensed consolidated balance sheets when a legally enforceable master netting arrangement exists and the criteria for offsetting are met. Certain counterparty agreements related to forward sale commitments and interest rate swaps contain master netting agreements that provide the Company with the legal right to offset amounts due to and from the same counterparty under certain conditions. Certain derivative instruments are subject to margining arrangements pursuant to counterparty agreements, whereby collateral may be required to be posted or received based on changes in the fair value of the underlying derivative instruments. As of June 30, 2026 and December 31, 2025, the Company did not have material collateral posted or received related to derivative instruments.
IRLCs represent commitments to originate mortgage loans at specified interest rates to borrowers who have applied for a loan and meet certain credit and underwriting criteria. The Company enters into forward sale commitments to sell mortgage loans held for sale or loans in the pipeline. IRLCs and forward sale commitments are not designated as hedging instruments for accounting purposes and are recognized as derivative assets or liabilities at fair value on the condensed consolidated balance sheets, with changes in fair value recorded in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss. The fair value of IRLCs is based on the value of the underlying mortgage loan, quoted MBS prices, estimated mortgage servicing rights values, and estimated loan funding probabilities (“pull-through rates”).
The Company also utilizes pay-fixed, receive-floating interest rate swaps designated as fair value hedges to manage exposure to changes in the fair value of loans held for investment attributable to changes in interest rates. Changes in the fair value of the derivative instruments and the hedged items attributable to the hedged risk are recognized in earnings. The Company assesses hedge effectiveness on a quarterly basis.
The Company does not utilize any other derivative instruments to manage risk.
Fair Value Measurements—Assets and liabilities measured at fair value on a recurring basis are categorized within a three-level hierarchy based on the observability of inputs used in the valuation techniques:
Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities;
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Assets and liabilities measured at fair value on a recurring basis primarily include mortgage loans held for sale, derivative assets and liabilities, including interest rate lock commitments (“IRLCs”), forward sale commitments, interest rate swaps, and warrant and equity related liabilities.
The Company determines fair value using quoted market prices where available and otherwise utilizes valuation models incorporating observable market inputs, including market interest rates, loan pricing assumptions, and secondary market investor pricing. Certain instruments, including IRLCs, require the use of unobservable inputs, primarily estimated pull-through rates, and are therefore classified within Level 3 of the fair value hierarchy.
See Note 15 for additional information regarding fair value measurements.
Assets and Liabilities Held for Sale and Discontinued Operations—Assets and liabilities to be disposed of by sale are reclassified into assets held for sale and liabilities held for sale on the condensed consolidated balance sheets. The Company presents the assets and liabilities of a disposal group as held for sale upon meeting all of the following criteria:
•Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group).
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
•The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups).
•An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated.
•The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year.
•The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
•Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Warehouse Lines of Credit—Warehouse lines of credit represent the outstanding balance of the Company’s warehouse borrowings collateralized by mortgage loans held for sale or related borrowings collateralized by restricted cash. Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an index rate, such as the Secured Overnight Financing Rate (“SOFR”). The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume. The advances received under the warehouse lines of credit are based upon a percentage of the fair value or par value of the mortgage loans collateralizing the advance, depending upon the type of mortgage loan. Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit.
Senior Notes—Upon initial issuance, the Senior Notes are evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the notes. Upon initial issuance, any embedded derivatives are measured at fair value. The notes proceeds are allocated between the carrying value of the note and the fair value of embedded derivatives on the initial issuance date. Any portion of proceeds allocated to embedded derivatives are treated as reductions in, or discounts to, the carrying value of the Senior Notes on the issuance date. Embedded derivatives are adjusted to fair value at each reporting period, with the change in fair value included within interest expense on the condensed consolidated statements of operations and comprehensive loss. See Note 10 for further details on the Senior Notes.
Debt Modifications and Extinguishments—When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (“TDR”) and evaluates whether (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. Concessions may include modifications to the terms of the debt, such as reducing the interest rate, extending the repayment period, or forgiving a portion of the debt. If a TDR is determined not to have occurred, the Company evaluates whether the modification is considered a substantial modification. A substantial modification of terms is accounted for like an extinguishment.
Income Taxes—Income taxes are calculated by applying an estimated annual effective tax rate to year-to-date income (loss). At the end of each interim period, the estimated effective tax rate expected to be applicable for the full year is calculated. This method differs from that described in the Company’s income taxes policy footnote in the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, which describes the Company’s annual significant income tax accounting policy and related methodology .
Segments—The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment. Accordingly, the CODM evaluates performance and allocates resources based on consolidated net income (loss) from operations as presented in the condensed consolidated statements of operations and comprehensive loss. The CODM uses consolidated net income (loss) to assess
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
overall operating performance, evaluate budget-to-actual results, monitor profitability trends, and determine resource allocation priorities, including investments in personnel, technology, marketing, and strategic initiatives. The CODM also reviews functional expense information to manage the Company’s operations. Other items included in net income (loss) are net interest income, depreciation and amortization, and income tax expense (benefit), which are reflected in the condensed consolidated statements of operations and comprehensive loss. The Company operates as a single operating and reportable segment; as such, all assets and operating expenses presented in the accompanying condensed consolidated financial statements are attributable solely to that segment and represent the entirety of the Company’s assets and operating expenses.
Recently Issued Accounting Standards Not Yet Adopted
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the Securities and Exchange Commission’s (the “SEC”) existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC's corresponding disclosure rule changes. As of June 30, 2026, the Company does not expect ASU 2023-06 will have any impact on the consolidated financial statements.
In November 2024, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, and in January 2025, ASU 2025-01, Income Statement - Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASUs are effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The ASU replaces the existing stage-based model for capitalizing internal-use software development costs with a principles-based model that begins capitalization when management authorizes and commits to fund a project and it is probable the project will be completed and the software placed into service. The guidance also incorporates website development costs into the internal-use software framework and requires enhanced disclosures related to capitalized costs and amortization. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (Topic 326): Purchased Loans. The ASU expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day 1 credit loss expense and reducing interest income recognized in subsequent periods. ASU 2025-08 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). This ASU improves the navigability of interim disclosure requirements, provides additional guidance on the disclosures required in interim reporting periods, and introduces a principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to U.S.
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
3. Assets and Liabilities Held for Sale and Discontinued Operations
During the fourth quarter of 2024, management enacted a plan to sell several entities in the U.K. and accordingly classified such entities as assets held for sale. During the first quarter of 2026, the Company completed the sale of its Better HomeOwnership Ltd subsidiary, which had previously been classified as held for sale. In connection with the transaction and pursuant to a share sale and settlement agreement executed in March 2026, the Company transferred 100 % of the issued share capital of the BHO Group and settled certain related obligations. Total consideration associated with the transaction was approximately $2.3 million (£1.8 million), which reflects the net proceeds received by the Company after consideration of amounts settled on behalf of third parties and other transaction-related adjustments. As a result of this transaction, the Company recognized a gain on the disposal of approximately $1.0 million, which is included within other expense (income) in the condensed consolidated statements of operations and comprehensive loss.
As of June 30, 2026, one disposal group continues to be classified as held for sale. The remaining disposal group is being actively marketed, is available for immediate sale in its present condition, and management continues to expect that the sale will be completed within 12 months. Management has evaluated the criteria under ASC 360 – Property, Plant, and Equipment (“ASC 360”) and concluded that the held-for-sale classification remains appropriate as of June 30, 2026. For the three and six months ended June 30, 2026, the Company recorded an immaterial write-up and a net write-down of $0.3 million, respectively, to adjust the remaining U.K. entity classified as held for sale to fair value less costs to sell. These amounts are included in other expenses (income) on the condensed consolidated statements of operations and comprehensive loss.
The following table represents summarized balance sheet information by major class of assets and liabilities held for sale:
| (Amounts in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Mortgage loans held for sale, at fair value | |||||||||||
| Other receivables, net | |||||||||||
| Property and equipment, net | |||||||||||
| Internal use software and other intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Write down of assets to fair value less cost to sell | ( | ( | |||||||||
| Total assets held for sale | $ | $ | |||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Escrow payable and other customer accounts | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities held for sale | $ | $ | |||||||||
During the fourth quarter of 2025, management approved a plan to sell Birmingham Bank, which represents the Company’s reportable banking segment. Although the decision to pursue a sale was made in the fourth quarter of 2025, the criteria for held-for-sale classification under ASC 360 were not met as of December 31, 2025 because a sale was not yet considered probable.
During the first quarter of 2026, the Company advanced the sale process by actively engaging with potential buyers, receiving a non-binding indicative offer, and progressing negotiations related to a potential sale transaction. Based on these
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
developments, management concluded that the held-for-sale criteria under ASC 360 were met as of March 31, 2026, including that the sale was probable and expected to be completed within twelve months, subject to regulatory approvals and customary closing conditions. Accordingly, Birmingham Bank was classified as held for sale and presented as discontinued operations for all periods presented.
The Company reevaluated the held-for-sale criteria under ASC 360 as of June 30, 2026 and concluded that the Birmingham Bank disposal group continues to meet the criteria for held for sale classification. Accordingly, the assets and liabilities of the Birmingham Bank disposal group continues to be classified as held for sale in the condensed consolidated balance sheet as of June 30, 2026. The assets and liabilities of the discontinued operations continues to be presented separately in the condensed consolidated balance sheets for all periods presented. Prior-period amounts have been reclassified to conform to the current-period presentation. Such reclassification did not affect total assets, total liabilities, net loss, or shareholders’ equity.
Assets and liabilities classified as held for sale are measured at the lower of their carrying amount or estimated fair value less costs to sell. For the six months ended June 30, 2026, the Company recorded a write-down of the Birmingham Bank disposal group to fair value, less costs to sell, in the amount of $15.7 million. During the three months ended June 30, 2026, the Company also recorded a write-up of $2.4 million to reflect an increase in the estimated fair value, less costs to sell, of the Birmingham Bank disposal group. The estimated fair value of the Birmingham Bank disposal group is based on management’s assessment of expected proceeds from a potential sale, considering available market information and discussions with potential buyers. Costs to sell primarily include legal, advisory, and other transaction-related costs. The determination of fair value less costs to sell involves judgment and may change as additional information becomes available. In addition, during the six months ended June 30, 2026 the Company recorded an impairment of internal use software related to the Birmingham disposal group of $0.3 million which is included within discontinued operations on the condensed consolidated statements of operations and comprehensive loss.
The following table represents summarized balance sheet information by major class of assets and liabilities for discontinued operations:
| (Amounts in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Short-Term investment | |||||||||||
Loans held for investment (net of allowance for credit losses of $ | |||||||||||
| Other receivables, net | |||||||||||
| Property and equipment, net | |||||||||||
| Internal use software and other intangible assets, net | |||||||||||
| Derivative assets | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Write down of assets to fair value less cost to sell | ( | ||||||||||
| Total assets of discontinued operations | $ | $ | |||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Customer deposits | |||||||||||
| Derivative liabilities | |||||||||||
| Total liabilities of discontinued operations | $ | $ | |||||||||
The following table represents the results of operations of Birmingham Bank, which have been classified as discontinued operations in the condensed consolidated statements of operations and comprehensive loss for the periods presented:
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenues: | |||||||||||||||||||||||
| Other revenue | $ | $ | ( | ||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
Total net revenues from discontinued operations | |||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Technology | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other expenses (income) | ( | ( | |||||||||||||||||||||
Total expenses from discontinued operations | |||||||||||||||||||||||
| Net income (loss) before income tax expense discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Income tax benefit | ( | ( | |||||||||||||||||||||
| Net income (loss) discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Loss per share attributable to common stockholders, basic and diluted: | |||||||||||||||||||||||
| Net income (loss) discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding — basic and diluted | |||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Net cash used in operating activities-discontinued operations | $ | ( | $ | ( | ||||||||||
| Net cash provided by (used in) investing activities-discontinued operations | ( | |||||||||||||
| Net cash (used in)/provided by financing activities | ( | |||||||||||||
4. Revenue
Revenue— Revenue presented in this note reflects continuing operations and excludes amounts related to discontinued operations (See Note 3 for additional details). Revenue includes amounts recognized outside the scope of ASC 606, primarily gain on sale of loans, net, loan repurchase reserve, and interest income associated with lending and investment activities, which are accounted for under ASC 860 and other applicable financial instrument guidance. Revenue recognized within the scope of ASC 606 primarily relates to fee-based service revenues, such as broker and real estate services revenues. The Company disaggregates revenue based on the following revenue streams.
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Gain on loans, net consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Gain on sale of loans, net | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Broker revenue | |||||||||||||||||||||||||||||||||||||||||
| Loan repurchase reserve (provision)/recovery | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total gain on loans, net | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Other revenue consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| International lending revenue | $ | $ | $ | $ | |||||||||||||||||||
| Insurance services | |||||||||||||||||||||||
| Real estate services | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total other revenue | $ | $ | $ | $ | |||||||||||||||||||
Net interest income consisted of the following:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Mortgage interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest income from investments | |||||||||||||||||||||||
| Total interest income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Warehouse interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other interest expense (1) | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Total net interest income | $ | $ | $ | $ | |||||||||||||||||||
(1) Primarily consists of interest on Convertible Notes, see Note 10 for more details.
5. Mortgage Loans Held for Sale and Warehouse Lines of Credit
The Company has the following outstanding warehouse lines of credit:
| (Amounts in thousands) | Maturity | Facility Size | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
Funding Facility 1 (1) | March 2, 2027 | $ | $ | $ | |||||||||||||||||||||||||
Funding Facility 2 (2) | January 21, 2027 | ||||||||||||||||||||||||||||
Funding Facility 3 (3) | April 5, 2027 | ||||||||||||||||||||||||||||
| Total warehouse lines of credit | $ | $ | $ | ||||||||||||||||||||||||||
17
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
__________________
(1)Interest charged under the facility is at the 30-day term SOFR plus 1.85 % - 2.15 %. Cash collateral deposit of $3.8 million is maintained and included in restricted cash.
(2)Interest charged under the facility is at the 30-day term SOFR plus 1.75 % - 3.75 %. A compensating balance of $7.0 million is maintained and included in cash and cash equivalents. This amount represents a compensating balance arrangement and is not legally restricted. Failure to maintain the required balance may limit the Company’s ability to obtain future advances under the facility. As of June 30, 2026, the Company was in compliance with this requirement.
The unpaid principal amounts of the Company’s LHFS are also pledged as collateral under the relevant warehouse funding facilities. The Company’s LHFS are summarized below by those pledged as collateral and those fully funded by the Company:
| (Amounts in thousands) | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Funding Facility 1 | $ | $ | |||||||||||||||
| Funding Facility 2 | |||||||||||||||||
| Funding Facility 3 | |||||||||||||||||
| Total LHFS pledged as collateral | |||||||||||||||||
| Company-funded LHFS | |||||||||||||||||
| Company-funded HELOC | |||||||||||||||||
| Total LHFS | |||||||||||||||||
| Fair value adjustment | |||||||||||||||||
| Total LHFS at fair value | $ | $ | |||||||||||||||
For the six months ended June 30, 2026, the Company recognized net gains of $7.4 million related to changes in the fair value of mortgage loans held for sale, which are included within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss. Average days loans held for sale, other than Company-funded LHFS and Company-funded HELOC, for the three and six months ended June 30, 2026, were approximately 26 days and 25 days, respectively. This is defined as the average days between funding and sale for loans funded during each period. As of June 30, 2026 and December 31, 2025, the unpaid principal balance of loans that were either 90 days past due or non-performing was $4.3 million and $2.4 million, respectively. As of June 30, 2026 and December 31, 2025, loans on non-accrual status were immaterial.
For the six months ended June 30, 2026 and 2025, the weighted average interest rate for the warehouse lines of credit was 5.43 % and 6.46 %, respectively. The warehouse lines of credit contain certain restrictive covenants that require the Company to maintain certain minimum net worth, liquid assets, liquidity ratios, and leverage ratios, and earnings. In addition, these warehouse lines also require the Company to maintain compensating cash balances. As of June 30, 2026 and December 31, 2025, the Company maintained $3.8 7.0
6. Loans Held for Investment
The majority of the Company’s Loans Held for Investment portfolio consists of property - buy to let loans, which is the purchase of property for the purpose of renting to a tenant, which makes up 99.9 % and 99.9 % of the total loan portfolio as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, the Company’s loans held for investment continue to be included within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group (see Note 3). Prior to classification as held for sale, the Company’s Loans
18
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Held for Investment portfolio was summarized as follows:
| (Amounts in thousands) | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Property - Buy to Let | $ | $ | |||||||||||||||
| Other | |||||||||||||||||
| Deferred fees, net | ( | ( | |||||||||||||||
| Fair value hedge basis adjustment | ( | ||||||||||||||||
| Allowance for credit losses | ( | ( | |||||||||||||||
| Total Loans Held for Investment, net | $ | $ | |||||||||||||||
The following table presents the activity in the allowance for credit losses related to loans held for investment:
| Six Months Ended June 30, | |||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | |||||||||||||||||||
| Provision for credit losses | ( | ( | |||||||||||||||||||||
| Effect of foreign currency exchange rate changes | ( | ||||||||||||||||||||||
| Balance at end of period | $ | ( | $ | ( | |||||||||||||||||||
Accrued interest receivable on loans receivable totaled $1.5 million and $1.0 million, respectively, as of June 30, 2026 and December 31, 2025, which are included within assets of discontinued operations on the condensed consolidated balance sheets. The Company elected the practical expedient to exclude the applicable accrued interest receivable on loans receivable from the disclosed amortized cost basis.
The Company concluded that it has a non-accrual policy which allows for the timely reversal of accrued interest should an asset be placed on non-accrual; accordingly, there was no allowance for credit losses for accrued interest receivable on loans receivable as of June 30, 2026. When writing off uncollectible accrued interest receivables on its loans held for investment portfolio, the Company considers 90 days to be a timely manner.
Uncollectible amounts of accrued interest receivable are charged off by reversing interest income. The Company had no charge-offs of uncollectible accrued interest on its outstanding loans held for investment during each of the six months ended June 30, 2026 and 2025.
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. As of June 30, 2026, there were five loans held for investment with a total unpaid principal balance $3.9 million past due. As of December 31, 2025, there was an immaterial amount of loans held for investment past due.
The Company considers loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and the borrower is experiencing financial difficulty, or where foreclosure is probable, to be collateral dependent. As of June 30, 2026 and December 31, 2025, there was one 2.5
Loans are placed on non-accrual status and the accrual of interest is discontinued if principal or interest payments become 90 days past due and/or management deems the collectability of the principal and/or interest to be in question. Loans to a customer whose financial condition has deteriorated are considered for non-accrual status whether or not the loan is 90 days or more past due. Generally, payments received on non-accrual loans are recorded as principal reductions. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of June 30, 2026, one loan was on non-accrual status. Upon placement on non-accrual status, the Company ceased accruing interest income on the loan. As of December 31, 2025, there were no loans that were placed on non-accrual status.
During each of the three and six months ended June 30, 2026 and 2025, there were no modifications for loans to borrowers experiencing financial difficulty.
19
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. The Company analyzes loans individually by classifying the loans as to credit risk.
This analysis includes all loans with the exception of homogeneous loans, or loans that are evaluated together in pools of similar loans (i.e., home mortgage loans, home equity lines of credit, overdraft loans, express business loans, and automobile loans). This analysis is performed at least on a quarterly basis. Homogeneous loans are not risk rated and credit risk is analyzed largely on the expected maturity of the loans.
The Company utilizes maturity bands to assess the probability of credit losses within the portfolio. The three main bands are as follows: 0-20 months, 21-40 months, and over 40 months. The following table presents amortized cost for outstanding loans, by class and year of origination/renewal, as of June 30, 2026 and December 31, 2025.
The amounts presented by year of origination exclude fair value hedge accounting basis adjustments and net deferred fees, which are presented separately above:
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Property - Buy to Let | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0-20 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| 21-40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0-20 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| 21-40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Property - Buy to Let | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0-20 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| 21-40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0-20 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| 21-40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 40 Months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
20
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Goodwill and Internal Use Software and Other Intangible Assets, Net
| Six Months Ended June 30, | |||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Goodwill impairment | ( | ||||||||||
| Reclassification of discontinued operations goodwill to assets held for sale | ( | ||||||||||
| Effect of foreign currency exchange rate changes | |||||||||||
| Balance at end of period | $ | $ | |||||||||
Internal use software and other intangible assets, net consisted of the following:
| As of June 30, 2026 | |||||||||||||||||||||||
| (Amounts in thousands, except useful lives) | Weighted Average Useful Lives (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
| Intangible assets with finite lives | |||||||||||||||||||||||
| Internal use software and website development | $ | $ | ( | $ | |||||||||||||||||||
| Intellectual property and other | ( | ||||||||||||||||||||||
| Total Intangible assets with finite lives, net | ( | ||||||||||||||||||||||
| Intangible assets with indefinite lives | |||||||||||||||||||||||
| Domain name | — | ||||||||||||||||||||||
| Total Internal use software and other intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| (Amounts in thousands, except useful lives) | Weighted Average Useful Lives (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
| Intangible assets with finite lives | |||||||||||||||||||||||
| Internal use software and website development | $ | $ | ( | $ | |||||||||||||||||||
| Intellectual property and other | ( | ||||||||||||||||||||||
| Total Intangible assets with finite lives, net | ( | ||||||||||||||||||||||
| Intangible assets with indefinite lives | |||||||||||||||||||||||
| Domain name | — | ||||||||||||||||||||||
| Total Internal use software and other intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
The December 31, 2025 amounts presented above have been reclassified to conform to the current-period presentation. Goodwill and intangible assets associated with the Birmingham Bank disposal group are not included in the tables above and are instead presented within assets of discontinued operations. See Note 3 for further details.
The Company capitalized $2.2 million and $2.9 million in internal use software and website development costs during the three months ended June 30, 2026 and 2025, respectively. Internal use software and website development costs during
21
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
the three months ended June 30, 2026 and 2025 had a weighted-average amortization period of 3.0 0.1 million and $0.4 million of stock-based compensation costs for the three months ended June 30, 2026 and 2025, respectively. Amortization expense totaled $2.7 million and $3.2 million during the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026 and 2025, no
The Company capitalized $5.5 million and $5.6 million in internal use software and website development costs during the six months ended June 30, 2026 and 2025, respectively. Included in capitalized internal use software and website development costs were $1.1 million and $0.8 million of stock-based compensation costs for the six months ended June 30, 2026 and 2025, respectively. Amortization expense totaled $5.5 million and $6.4 million during the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized impairment charges related to intangible assets of $0.3 million and none , respectively.
Amortization expense related to intangible assets as of June 30, 2026 is expected to be as follows:
| (Amounts in thousands) | Total | ||||
| 2026 (remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total | $ | ||||
8. Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following:
| As of June 30, | As of December 31, | ||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||
| Prepaid expenses | $ | $ | |||||||||
| Tax receivables | |||||||||||
| Security deposits | |||||||||||
| Prefunded loans in escrow | |||||||||||
| Total prepaid expenses and other assets | $ | $ | |||||||||
The December 31, 2025 amounts presented above have been reclassified to conform to the current-period presentation. Prepaid expenses and other assets associated with the Birmingham Bank disposal group are not included in the table above and are instead presented within assets of discontinued operations. See Note 3 for additional information.
9. Customer Deposits
Customer Deposits—The Company offers individual savings accounts and other depository products with differing maturities and interest rates through its U.K. banking operations. As of June 30, 2026 and December 31, 2025, customer deposits continue to be included within liabilities of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group (see Note 3). The balance of customer deposits as of June 30, 2026 and December 31, 2025 was $746.0 million and $763.0 million, respectively.
22
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following tables present average balances and weighted average rates paid on deposits for the periods indicated:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Average Balance | Average Rate Paid | Average Balance | Average Rate Paid | |||||||||||||||||||||||||||||||
| Notice | $ | % | $ | % | |||||||||||||||||||||||||||||||
| Term | % | % | |||||||||||||||||||||||||||||||||
| Savings | % | % | |||||||||||||||||||||||||||||||||
| Total deposits | $ | % | $ | % | |||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (Amounts in thousands) | Average Balance | Average Rate Paid | Average Balance | Average Rate Paid | |||||||||||||||||||
| Notice | $ | % | $ | % | |||||||||||||||||||
| Term | % | % | |||||||||||||||||||||
| Savings | % | % | |||||||||||||||||||||
| Total deposits | $ | % | $ | % | |||||||||||||||||||
The following table presents maturities of customer deposits:
| (Amounts in thousands) | As of June 30, 2026 | ||||
Demand deposits | $ | ||||
| Maturing In: | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Interest expense on deposits is recorded in interest expense in the condensed consolidated statements of operations and comprehensive loss for the periods indicated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Notice | $ | $ | $ | $ | |||||||||||||||||||
| Term | |||||||||||||||||||||||
| Savings | |||||||||||||||||||||||
| Total Interest Expense | $ | $ | $ | $ | |||||||||||||||||||
10. Senior Notes
Convertible Notes—As a result of the April 2025 Note Exchange described below, all Convertible Notes (as defined below) were extinguished. Accordingly, there was no
23
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note Exchange Agreement and Troubled Debt Restructuring—On April 12, 2025, the Company entered into a privately negotiated Exchange Agreement (the “Note Exchange Agreement”) with SB Northstar LP (the “Investor”), a related party, pursuant to which the Company and the Investor agreed to exchange (the “Exchange”) all of the $532.5 million total aggregate principal amount outstanding of the Company’s existing 1.00 % Convertible Notes due 2028 (the “Convertible Notes”) held by the Investor for (i) $155.0 million in aggregate principal amount of new 6.00 % Senior Secured Notes due 2028 (the “Senior Notes”), and (ii) a cash payment of $110.0 million (the “Cash Payment”). The Company will not receive any cash proceeds in connection with the Exchange. The Exchange was subsequently consummated on April 28, 2025 (the “Closing Date”), upon which the Company 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.
Pursuant to the Note Exchange Agreement, the Company 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 Senior 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.
The Exchange was accounted for as a TDR under ASC 470-60. On the Closing Date, the principal amount was $532.5 million with a discount of $11.0 million for a net carrying value of $521.4 million. The Company made a cash payment on the Closing Date of $110.0 million and recognized the Senior Notes at a carrying value of $200.4 million. The gain on troubled debt restructuring of $210.0 million was recognized through equity as the Investor is considered a related party. The Company also accrued for $1.0 million of expenses related to the TDR which reduced the gain recognized through equity.
Under the TDR accounting treatment, the initial carrying value of the Senior Notes of $200.4 million 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. The interest make-whole and the redemption premium are related to the optional redemption feature where the Company can redeem all or part of the Senior Notes prior to December 31, 2028 at 108 % of the principal plus a make-whole premium as discussed further below. The Company assumes contingent future payments will have to be paid and those amounts shall be included in the total future cash payments.
Senior Notes—On the Closing Date, the Company entered into an indenture (the “Senior Notes Indenture”) with GLAS Trust Company LLC, as trustee and notes collateral agent (the “Trustee”). As of both June 30, 2026 and December 31, 2025, the carrying amount of the Senior Notes was $198.8
The Senior Notes represent the Company’s senior secured obligations, and are secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. The Senior Notes are (i) senior in right of payment to the Company’s existing and future senior, unsecured indebtedness to the extent of the value of the collateral; and (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Senior Notes.
Interest on the Senior Notes is payable, at the Company’s election, in cash or by payment-in-kind payment by issuing additional notes in an aggregate principal amount equal to the relevant amount of interest paid in kind. 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, beginning on June 30, 2025. The Senior Notes will mature on December 31, 2028.
The Senior Notes will be redeemable, in whole and not in part, at the Company’s 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 Senior Notes Indenture); 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. Additionally, prior to December 31, 2028,
24
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. Related Party Transactions
The Company has entered into a number of commercial agreements with related parties, which management believes provide the Company with products or services that are beneficial to its commercial objectives. Often these products and services have been tailored to the Company’s specific needs or are part of new pilot programs, both for the Company and the counterparty, for which there are not clear alternative vendors offering comparable services to compare pricing with. It is reasonable to assume that none of these related party commercial agreements were structured at arm’s length and therefore may be beneficial to the counterparty.
TheNumber—The Company originally entered into a data analytics services agreement in August 2016 with TheNumber, LLC (“TheNumber”), an entity affiliated with both Vishal Garg, the Company’s founder, former Chief Executive Officer and a member of the board, and 1/0 Real Estate, which is also affiliated with Vishal Garg.
In September 2021, the Company and TheNumber entered into a technology integration and license agreement. The listed services provided by TheNumber are lead generation, market rate analysis, lead growth analysis, property listing analysis, automated valuation models, and financial risk analysis. Both parties agreed to jointly develop all aspects of this program, and the agreement provides for the utilization of TheNumber employees by the Company. In March 2026, the agreement was extended through April 2026. The services provided by TheNumber are not integral to the Company’s technology platform and amounts incurred are not material to the Company. In connection with these agreements, the Company paid expenses of $0.5 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, which are included within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company paid expenses of $0.7 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively, and had a payable of $0.4 million and $0.1 million as of June 30, 2026 and December 31, 2025, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets.
Notable—In previous years, the Company or subsidiaries of the Company, entered into several agreements (herein referred to as the “Notable Agreements”) with Notable Finance LLC (“Notable”), an entity in which Vishal Garg and 1/0 Real Estate, collectively hold a majority ownership interest. The Notable Agreements included products such as a consumer lending program, a non-revolving personal line of credit, and other financial products which were offered to borrowers of the Company. The Notable Agreements also included the ability for the Company to purchase up to $20.0 million of unsecured home improvement loans underwritten and originated by Notable for the Company’s customers.
During 2024, the Company decided to cease offering the products and services provided via the Notable Agreements. As of June 30, 2026 and December 31, 2025, the Company had $1.9 million and $2.5 million, respectively, of unsecured home improvement loans purchased from Notable, which are included within mortgage loans held for sale, at fair value on the condensed consolidated balance sheets. Notable will continue to provide servicing for the loans purchased from Notable that remain on the Company’s condensed consolidated balance sheet.
Other Related Party Services—The Company has relationships with 1/0 Capital LLC and Zethos Inc (doing business as “True Work”), companies affiliated with Vishal Garg, the Company’s founder, former Chief Executive Officer and a member of the board, which provide services to the Company varying from data analytics to information technology support services. For both the three and six months ended June 30, 2026 and 2025, the Company recorded an immaterial amount, in relation to these services, which are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. As of both June 30, 2026 and December 31, 2025, the Company included a payable of an immaterial amount within accounts payable and accrued expenses on the condensed consolidated balance sheets.
25
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. Commitments and Contingencies
Litigation—The Company, among other things, engages in mortgage lending, title and settlement services, and other financial technology services. The Company operates in a highly regulated industry and may be subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, audits, examinations, investigations, employee labor disputes, and potential enforcement actions from regulatory agencies. While the ultimate outcome of these matters cannot be predicted with certainty due to inherent uncertainties in litigation, management accrues for losses when they are probable to occur and such losses are reasonably estimable, and discloses pending litigation if the Company believes a possibility exists that the litigation will have a material effect on its financial results. Legal costs, including attorneys’ fees and related costs, are accounted for as they are incurred.
Since the third quarter of 2020, the Company regularly has been the subject of employee-related labor disputes, including disputes alleging that the Company failed to pay certain employees for overtime and has violated, or is in violation of, the Fair Labor Standards Act and labor laws in the State of California. The majority of such legal claims and proceedings are in the early stages. As part of the disputes and other similar types of legal matters, the Company included an estimated liability of $6.6 million and $6.7 million, as of June 30, 2026 and December 31, 2025, respectively, which is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. During the three and six months ended June 30, 2026, the changes in liability included a settlement of $0.2 0.3 6.6 million, which is included in the Company's estimated liability as of June 30, 2026. If approved, under the terms of the settlement, the payment would not be due before January 8, 2027.
The Company is currently defending a legal claim for which management believes an unfavorable outcome is probable. Due to the uncertainties inherent in the matter, including the outcome and the amount of potential damages, the Company is unable to estimate the amount or range of a probable loss, if any, at this time. Accordingly, no liability has been accrued with respect to this matter.
Regulatory Matters—In the third quarter of 2021, following third-party audits of samples of loans produced during the fiscal years 2018, 2019, and 2021, the Company became aware of certain TILA-RESPA Integrated Disclosure (“TRID”) defects in the loan production process that resulted in the final closing costs disclosed in the closing disclosure, in some instances, being greater than those disclosed in the loan estimate. Some of these defects were outside applicable tolerances under the TRID rule, which resulted in potential overcharges to consumers. As of June 30, 2026 and December 31, 2025, the Company included an estimated liability of $0.8 million and $5.1 million, respectively, within accounts payable and accrued expenses on the condensed consolidated balance sheets. During the three months ended June 30, 2026, the Company recorded a reduction in the liability for these potential TRID defects of $4.4 million, which is included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2026, the Company recorded a net reduction in the liability for these potential TRID defects of $4.3 million, which is included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2026, the Company recorded no
For the three and six months ended June 30, 2025, the Company recorded an additional accrual of $0.1 million and a reduction in the liability of $0.8 million for these potential TRID defects, respectively, which are included within loan origination expense in the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2025, the Company had relief of the liability due to payments to customers in the amount of $0.7 million and $0.8 million, respectively. This accrual is the Company’s best estimate of potential exposure on the larger population of loans based on the results obtained by the audited sample. The accrued amounts are for estimated refunds potentially due to consumers for TRID tolerance errors for loans produced with the identified defects. The Company is continuing to remediate TRID tolerance defects as necessary.
26
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concentrations—See below for areas considered to be concentrations of credit risk for the Company:
Significant loan purchasers are those which represent more than 10% of the Company’s loan volume. During the three months ended June 30, 2026, the Company had four loan purchasers that respectively accounted for 25 %, 13 %, 12 % and 10 % of loans sold by the Company. During the three months ended June 30, 2025, the Company had three loan purchasers that accounted for 35 %, 12 %, and 11 % of loans sold by the Company. During the six months ended June 30, 2026, the Company had three loan purchasers that respectively accounted for 22 %, 14 % and 11 % of loans sold by the Company. During the six months ended June 30, 2025, the Company had three loan purchasers that accounted for 34 %, 13 % and 12 % of loans sold by the Company.
Concentrations of credit risk associated with the LHFS carried at fair value are limited due to the large number of borrowers and their dispersion across many geographic areas throughout the United States. As of June 30, 2026, the Company originated 11 % of its LHFS secured by properties in California. As of December 31, 2025, the Company originated 12 % of its LHFS secured by properties in California.
The Company maintains cash and cash equivalent balances at various financial institutions. Cash accounts at each bank are insured by the Federal Deposit Insurance Corporation for amounts up to $0.25 million. As of June 30, 2026 and December 31, 2025, the majority of the Company’s cash and cash equivalent balances are in excess of the insured limits at various financial institutions.
Escrow Payable and Other Customer Accounts—In accordance with its lender obligations, the Company maintains a separate escrow bank account to hold borrower funds pending future disbursement. The Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance and principal, and interest on mortgage loans held for sale. The Company also administers customer deposits in relation to other non-mortgage products and services that the Company offers. These funds are shown as restricted cash and there is a corresponding escrow payable on the condensed consolidated balance sheet, as they are being held on behalf of the borrower or customer. The balance in these accounts as of June 30, 2026 and December 31, 2025, was $0.8 million and $0.2 million, respectively, and are included within escrow payable and other customer accounts on the condensed consolidated balance sheets.
13. Risks and Uncertainties
In the normal course of business, companies in the mortgage lending industry encounter certain economic and regulatory risks. Economic risks include credit risk and interest rate risk, in either a rising or declining interest rate environment. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which loans are being held for sale by the Company.
Interest Rate Risk—The Company is subject to interest rate risk in a rising interest rate environment, as the Company may experience a decrease in loan production, as well as decreases in the fair value of LHFS, loan applications in process with locked-in rates, and commitments to originate loans, which may negatively impact the Company’s operations. To preserve the value of such fixed-rate loans or loan applications in process with locked-in rates, agreements are executed for best effort or mandatory loan sales to be settled at future dates with fixed prices. These loan sales take the form of short-term forward sales of mortgage-backed securities and commitments to sell loans to loan purchasers.
Alternatively, in a declining interest rate environment, customers may withdraw their loan applications that include locked-in rates with the Company. Additionally, when interest rates decline, interest income received from LHFS will decrease. The Company uses an interest rate hedging program to manage these risks. Through this program, mortgage-backed securities are purchased and sold forward.
For all counterparties with open positions as of June 30, 2026, in the event that the Company does not deliver into the forward-delivery commitments, they can be settled on a net basis. Net settlements entail paying or receiving cash based upon the change in market value of the existing instrument.
The Company currently uses forward sales of mortgage-backed securities, interest rate commitments from borrowers, and mandatory and/or best-efforts forward commitments to sell loans to loan purchasers to protect the Company from interest rate fluctuations. These short-term instruments, which do not require any payments to be paid to the counterparty in connection with the execution of the commitments, are generally executed simultaneously.
Credit Risk—The Company’s hedging program is not designated as formal hedging from an accounting standpoint, contains an element of risk because the counterparties to its mortgage securities transactions may be unable to meet their
27
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
obligations. While the Company does not anticipate nonperformance by any counterparty, it is exposed to potential credit losses in the event the counterparty fails to perform. The Company’s exposure to credit risk in the event of default by the counterparty is the difference between the contract and the current market price. The Company minimizes its credit risk exposure by limiting the counterparties to well-established banks and securities dealers who meet established credit and capital guidelines. All counterparties are over-the-counter (“OTC”) and subject to credit support arrangements (“CSA”) that require the posting or receipt of cash collateral based on changes in the fair value of derivative positions on a daily basis. As of June 30, 2026, the Company had no material collateral posted or received related to these derivative instruments. Accordingly, the Company's counterparty credit exposure is substantially mitigated by these contractual margining arrangements.
Loan Repurchase Reserve—The Company sells loans to loan purchasers without recourse. As such, the loan purchasers have assumed the risk of loss or default by the borrower. However, the Company is usually required by these loan purchasers to make certain standard representations and warranties relating to the loan for up to three years post sale. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these loan purchasers for losses. In addition, if loans pay-off within a specified time frame the Company may be required to refund a portion of the sales proceeds to the loan purchasers. The Company repurchased $2.0 million (8 loans) and $2.2 million (9 loans) in unpaid principal balance of loans during the three months ended June 30, 2026 and 2025, respectively, related to its loan repurchase obligations. The Company repurchased $6.1 million (24 loans) and $4.2 million (15 loans) in unpaid principal balance of loans during the six months ended June 30, 2026 and 2025, respectively, related to its loan repurchase obligations. The Company’s loan repurchase reserve is included within other liabilities on the condensed consolidated balance sheets. The provision for/(recovery of) the loan repurchase reserve is included within gain on loans, net on the condensed consolidated statements of operations and comprehensive loss. The following presents the activity of the Company’s loan repurchase reserve:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Loan repurchase reserve at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision/(recovery) | ( | ( | |||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Loan repurchase reserve at end of period | $ | $ | $ | $ | |||||||||||||||||||
Borrowing Capacity—The Company funds the majority of mortgage loans on a short-term basis through committed and uncommitted warehouse lines as well as from operations for any amounts not advanced by warehouse lenders, see Note 5. As a result, the Company’s ability to fund current operations depends on its ability to secure these types of short-term financings. If the Company’s principal lenders decided to terminate or not to renew any of the warehouse lines with the Company, the loss of borrowing capacity could be detrimental to the Company’s consolidated financial statements unless the Company found a suitable alternative source.
28
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. Net Loss Per Share
The computation of net loss per share and weighted average shares of the Company's common stock outstanding during the periods presented is as follows:
| (Amounts in thousands, except for share and per share amounts) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic net loss per share: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net income (loss) from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Shares used in computation: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||||||||||||||
| Loss per share attributable to common stockholders, basic and diluted: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net income (loss) discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Basic and diluted loss per share are the same for each class of common stock (i.e., Class A, Class B and Class C) because they are entitled to the same dividend rights. Basic and diluted loss per share are presented together as the amounts for basic and diluted loss per share are the same (i.e., the Company’s other equity-linked instruments outstanding are anti-dilutive for the periods presented).
The Company's potentially dilutive securities, which include stock options, restricted stock units (“RSUs”), warrants to purchase shares of common stock, and Sponsor locked-up shares, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. The Company excluded the following securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated as including them would have had an anti-dilutive effect:
| Six Months Ended June 30, | |||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||||||||||||||
RSUs and Options to purchase common stock (1) | |||||||||||||||||||||||
Public Warrants (1)(2) | |||||||||||||||||||||||
Private Warrants (1)(2) | |||||||||||||||||||||||
Sponsor locked-up shares (1) | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
__________________
(1)Securities have an antidilutive effect under the treasury stock method.
(2)Public and Private Warrants (as defined below) are unadjusted by the Reverse Stock Split as a holder must exercise 50 warrants to receive one share of common stock.
15. Fair Value Measurements
The Company’s financial instruments measured at fair value on a recurring basis are summarized below. As of June 30, 2026, certain derivative instruments, including interest rate swaps associated with the Birmingham Bank disposal
29
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
group, have been reclassified to assets and liabilities of discontinued operations, see Note 3. The December 31, 2025 amounts presented below have been reclassified to conform to the current-period presentation.
| June 30, 2026 | |||||||||||||||||||||||
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Mortgage loans held for sale, at fair value | $ | $ | $ | $ | |||||||||||||||||||
Derivative assets, at fair value (1) | |||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | |||||||||||||||||||
Derivative liabilities, at fair value (1) | $ | $ | $ | $ | |||||||||||||||||||
Warrants and equity related liabilities, at fair value (2) | |||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Mortgage loans held for sale, at fair value | $ | $ | $ | $ | |||||||||||||||||||
Derivative assets, at fair value (1) | |||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | |||||||||||||||||||
Derivative liabilities, at fair value (1) | $ | $ | $ | $ | |||||||||||||||||||
Warrants and equity related liabilities, at fair value (2) | |||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1)As of June 30, 2026, derivative assets and liabilities represent both IRLCs and forward sale commitments. As of December 31, 2025, derivative assets represent IRLCs, and liabilities represent forward sale commitments, IRLCs and interest rate swaps.
(2)Fair value is derived from methodologies such as the Black-Sholes-Merton model and the Finnerty model where the Company’s underlying stock price is a significant input among other assumptions and inputs.
Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities are as follows:
Mortgage Loans Held for Sale—The Company originates certain LHFS to be sold to loan purchasers and elected to carry these loans at fair value. The fair value is primarily based on the price obtained for other mortgage loans with similar characteristics. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and receipt of principal payments associated with the relevant LHFS.
Derivative Assets and Liabilities—The Company uses derivatives to manage various financial risks. The fair values of derivative instruments are determined based on quoted prices for similar assets and liabilities, dealer quotes, and internal pricing models that are primarily sensitive to market observable data. The Company uses other derivative financial instruments, primarily TBA purchase and sale commitments, to manage exposure to interest rate risk and changes in the fair value of the Pipeline. These derivatives are recorded at fair value based on pricing of similar instruments in the secondary market. The changes in value of all derivative financial instruments related to the Pipeline are recorded as Gain on sale of loans, net on the condensed consolidated statements of operations and comprehensive loss. The Company utilizes IRLCs and forward sale commitments. The fair value of IRLCs, which are related to mortgage loan commitments, is based on quoted market prices, adjusted by the pull-through factor, and includes the value attributable to the net servicing fee. The Company evaluated the significance and unobservable nature of the pull-through factor and determined that the classification of IRLCs should be Level 3 as of June 30, 2026 and December 31, 2025. Significant changes in the pull-through factor of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurement. The value of IRLCs also rises and falls with changes in interest rates; for example, entering into interest rate lock commitments at low interest rates followed by an increase in interest rates in the market, will decrease the value of IRLC. The Company had purchases/issuances of approximately $11.2 million and $10.8 million of IRLCs during the three months ended June 30, 2026 and 2025, respectively. The Company had purchases/issuances of approximately $23.3 million and $18.8 million of IRLCs during the six months ended June 30, 2026 and 2025, respectively.
30
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The number of days from the date of the IRLC to expiration of the rate lock commitment outstanding as of June 30, 2026 was approximately 39 days on average. The Company attempts to match the maturity date of the IRLCs with the forward commitments. Derivatives are presented in the condensed consolidated balance sheets under derivative assets, at fair value and derivative liabilities, at fair value.
The following table summarizes the net gains (losses) on derivative financial instruments and are included in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| IRLCs | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Forward sale commitments(1) | ( | ( | |||||||||||||||||||||
| Total net gains | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes unrealized losses related to the changes in fair value of $4.6 million and $1.3 million for the three months ended June 30, 2026 and 2025, respectively. Includes unrealized gains/(losses) related to the changes in fair value of $0.5 million and $(3.9 ) million for the six months ended June 30, 2026 and 2025, respectively.
The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows:
| (Amounts in thousands) | Notional Value | Derivative Asset | Derivative Liability | ||||||||||||||
| Balance as of June 30, 2026 | |||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| IRLCs | $ | $ | $ | ||||||||||||||
| Forward commitments | $ | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
| Balance as of December 31, 2025 | |||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| IRLCs | $ | $ | $ | ||||||||||||||
| Forward commitments | $ | ||||||||||||||||
| $ | $ | ||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Interest rate swaps | $ | $ | $ | ||||||||||||||
| Total | $ | $ | |||||||||||||||
Derivatives Designated as Hedging Instruments—Prior to classification as held for sale, the Company designated interest rate swap contracts as fair value hedges that qualified for hedge accounting. The fair value of interest rate swaps are based on broker quotes. As of June 30, 2026, these interest rate swaps are included within assets of discontinued operations as part of the Birmingham Bank disposal group (see Note 3). We elected to account for the fair value hedges using the portfolio layer method. We previously recorded the interest rate swaps in the line item "Derivative assets" on our condensed consolidated balance sheet. For qualifying fair value hedges, both the changes in the fair value of the derivative and the portion of the fair value adjustments associated with the portfolio layer attributable to the hedged risk are recognized into earnings as they occur. Derivative amounts impacting earnings are recognized consistent with the classification of the hedged item in the line item "Loans Held for Investment " as part of interest income, a component of consolidated net loss.
In the fiscal year ended December 31, 2025, fair value hedging transactions were executed in which approximately $269 million notional pay-fixed interest rate swaps were consummated with maturities of approximately five years , wherein the Company pays a weighted average fixed rate of approximately 3.7 % and receives daily interest based on the Sterling Overnight Index Average (“SONIA”).
31
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Warrant and equity related liabilities—The warrant liability consists of Warrants and certain shares issued to Novator Capital Sponsor Ltd. (the “Sponsor”), a related party, that are subject to transfer restrictions contingent on the price of Class A common stock exceeding certain thresholds (the "Sponsor-Locked-Up Shares"). The warrants consist of the Company's publicly traded warrants ("Public Warrants") and private warrants to acquire shares of Aurora Acquisition Corp. that have been converted into warrants to acquire shares of Class A common stock ("Private Warrants," and together with the Public Warrants, the “Warrants”). The Public Warrants trade on the Nasdaq under the ticker symbol “BETRW” and as such is considered a Level 1 input from an active market to derive the value. The Private Warrants and Sponsor-Locked up Shares, although not publicly traded on an active market, use inputs from the publicly traded Public Warrants and the Company’s publicly traded common stock, respectively, and are further calibrated using unobservable inputs representing Level 2 measurements within the fair value hierarchy.
Private and Public Warrants—As of June 30, 2026 and December 31, 2025, the Company had a total of $1.9 million and $1.2 million of Private Warrants and Public Warrants, respectively, included as warrant and equity related liabilities within the condensed consolidated balance sheets. The change in fair value of Warrants for the three months ended June 30, 2026 and 2025, was a gain of $1.0 million and a loss of $0.6 million, respectively, and is included in other expenses within the condensed consolidated statements of operations and comprehensive loss. The change in fair value of Warrants for the six months ended June 30, 2026 and 2025, was a loss of $0.7 million and a loss of $0.3 million, respectively, and is included in other expenses (income) within the condensed consolidated statements of operations and comprehensive loss.
Framework Warrant (2026)— During the three months ended March 31, 2026, the Company issued a warrant (the “2026 Warrant”) in connection with a private placement transaction, which provided the holder the right to purchase up to 211,312 shares of the Company’s Class A common stock. The warrant was fully exercised during the period, resulting in the issuance of 211,312 shares of Class A common stock to the holder and receipt by the Company of aggregate cash proceeds of approximately $5.7 million. The shares issued upon exercise were recorded within common stock and additional paid-in capital. The Company recognized a loss of $4.4 million related to the 2026 Warrant, including changes in fair value prior to exercise, and is included within other expenses (income) in the condensed consolidated statements of operations and comprehensive loss. No amounts related to the 2026 Warrant remained outstanding as of June 30, 2026.
Sponsor Locked-up Shares—As of June 30, 2026 and December 31, 2025, the Company had a total of $0.3 0.3 immaterial
Counterparty agreements for forward sale commitments contain master netting agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis.
As of June 30, 2026 and December 31, 2025, Level 3 instruments include IRLCs. The following table presents the rollforward of Level 3 IRLCs:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Change in fair value of IRLCs | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements.
June 30, 2026 | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Gross Assets/Liabilities | Amounts Offset | Net Balance Sheet amount | Financial Collateral | Cash Collateral | Net Assets/Liabilities | |||||||||||||||||||||||||||||
| Offsetting of Forward Commitments - Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Offsetting of Forward Commitments - Liabilities | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
32
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Gross Assets/Liabilities | Amounts Offset | Net Balance Sheet amount | Financial Collateral | Cash Collateral | Net Assets/Liabilities | |||||||||||||||||||||||||||||
| Offsetting of Forward Commitments - Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Offsetting of Forward Commitments - Liabilities | $ | ( | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||
Significant Unobservable Inputs—The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements of assets categorized within Level 3 of the fair value hierarchy:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (Amounts in dollars, except percentages) | Range | Weighted Average | Range | Weighted Average | |||||||||||||||||||
| Level 3 Financial Instruments: | |||||||||||||||||||||||
| IRLCs | |||||||||||||||||||||||
| Pull-through factor | % | % | |||||||||||||||||||||
U.S. GAAP requires disclosure of fair value information about financial instruments, whether recognized or not recognized in the condensed consolidated financial statements, for which it is practical to estimate the fair value. In cases where quoted market prices are not available, fair values are based upon the estimation of discount rates to estimated future cash flows using market yields or other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimates of fair value in both inactive and orderly markets. Accordingly, fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments in a current market exchange. The use of market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.
The estimated fair value of the Company’s cash and cash equivalents, restricted cash, warehouse lines of credit, and escrow funds approximates their carrying values as these financial instruments are highly liquid or short-term in nature. The following table presents the carrying amounts and estimated fair value of financial instruments that are not recorded at fair value on a recurring or non-recurring basis:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Fair Value Level | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Restricted cash | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Short-term investments | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Loans held for investment | Level 3 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Warehouse lines of credit | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Escrow Payable | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Senior Notes | Level 3 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
16. Income Taxes
On a consolidated basis, the Company recorded total income tax benefit of $1.5 million and income tax expense of $0.2 million on income from continuing operations for the six months ended June 30, 2026 and 2025, respectively. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several
33
BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
factors, including the ability to accurately project the Company’s pre-tax income or loss for the year and the mix of earnings among various tax jurisdictions. The year-to-date effective tax rate, after discrete items, on income from continuing operations, of 1.82 % for the six months ended June 30, 2026, changed from (0.31 )% for the six months ended June 30, 2025. The income tax benefit for the six months ended June 30, 2026 was primarily attributable to discrete items related to release of uncertain tax positions upon expiration of the applicable statutes of limitations and from pre‑tax income projections in certain foreign jurisdictions where the Company files standalone returns.
As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred income tax assets. The Company is in a three-year cumulative loss position as of June 30, 2026. Further, due to losses being estimated in the future, management continues to believe it is more likely than not that the benefit of the deferred income tax assets will not be realized. In recognition of this risk, the Company continues to provide a full valuation allowance on deferred income tax assets.
17. Segment Reporting
The Company’s reportable segments are strategic business units that offer different products and services. During the first quarter of 2026, the Company determined that its Banking segment met the criteria for classification as discontinued operations (see Note 3). Accordingly, the Company has one reportable segment, Home Finance, for all periods presented.
The Home Finance segment provides home ownership services, including purchase mortgages, refinance mortgages, home equity lines of credit, and mortgage-related services such as real estate and insurance services.
The Company's chief operating decision maker ("CODM"), the Chief Executive Officer, evaluates segment performance and allocates resources based on consolidated net loss from continuing operations, as presented in the condensed consolidated statements of operations and comprehensive loss. The CODM also reviews consolidated assets and significant expense categories presented in the condensed consolidated financial statements when evaluating performance and allocating resources. Prior-period segment information has been recast to conform to the current presentation.
18. Stockholders' Equity
The Company’s Class A common stock and Public Warrants currently trade on the Nasdaq, under the ticker symbols “BETR” and “BETRW”, respectively. Each outstanding share of Pre-Business Combination Better common stock was exchanged for approximately 3.06 shares of the Company’s Class A or Class B common stock.
Issuance of common stock—During the second quarter of 2026, the Company completed an underwritten public offering of 2,156,250 shares of its Class A common stock at a public offering price of $32.00 per share. The Company received aggregate net proceeds of approximately $66.1 million from the offering before expenses. The Company incurred offering costs of $0.4 million in connection with the issuance.
The Company has an at-the-market equity offering program (the “ATM Program”) under which it may sell shares of its Class A common stock from time to time. The ATM Program was established in September 2025 pursuant to separate sales agreements (each, a “Sales Agreement” and collectively, the “Sales Agreements”) with Cantor Fitzgerald & Co. and BTIG, LLC (each an “Agent” and collectively, the “Agents”). Under the Sales Agreements, the Company may offer and sell shares of its Class A common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $75.0 million, from time to time, in “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, through the Agents acting as sales agents or principals. Sales of Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. Each Agent is entitled to a commission of 2.0 % of the gross sales price of Shares sold through such Agent under its Sales Agreement. The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-287335), which was declared effective by the SEC on June 6, 2025, and the related prospectus supplement dated September 26, 2025.
During the six months ended June 30, 2026, the Company sold 328,030 shares of Class A common stock under the ATM Program for total gross proceeds of $11.9 0.2 million. During the three months ended June 30, 2026, the Company did not issue any common stock under the ATM Program.
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BETTER HOME & FINANCE HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. Stock-Based Compensation
Stock-Based Compensation Expense—Stock-based compensation expense is included within compensation and benefits in the condensed consolidated statements of operations and comprehensive loss. The Company recognized stock-based compensation expense as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Of the total stock-based compensation expense, $11.8 million and $28.4 million is related to performance stock units (“PSUs”) awarded to employees and non-employee directors that include a market‑based vesting conditions for the three and six months ended June 30, 2026, respectively. The compensation expense related to these PSUs is recognized over the vesting period when the achievement of the performance conditions becomes probable, which was deemed to be during the first quarter of 2026. Stock-based compensation expense excludes $0.1 million and $0.4 million of stock-based compensation expense for the three months ended June 30, 2026 and 2025, which was capitalized (see Note 7). Stock-based compensation expense excludes $1.1 million and $0.8 million of stock-based compensation expense for the six months ended June 30, 2026 and 2025, respectively, which was capitalized (see Note 7 for further details).
20. Regulatory Requirements
The Company is subject to various local, state, and federal regulations related to its loan production by the various states it operates in, as well as federal agencies such as the Consumer Financial Protection Bureau, HUD, and the FHA and may be subject to the requirements of the agencies to which it sells loans, such as FNMA and FMCC. As a result, the Company may become involved in requests for information, periodic reviews, investigations, and proceedings by such various federal, state, and local regulatory bodies and agencies.
The Company, through Better Mortgage Corporation, is required to meet certain minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, FMCC and FNMA. The most restrictive applicable minimum net worth requirement was approximately $85.0 million, and Better Mortgage Corporation’s adjusted tangible net worth was approximately $109.5 million. As of June 30, 2026, the Company was in compliance with all necessary requirements.
Additionally, the Company may be subject to other financial requirements established by government-sponsored enterprises (“GSEs”), which include a limit for a decline in net worth and quarterly profitability requirements. The Company remains in compliance with all applicable requirements as of June 30, 2026.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of Better Home & Finance Holding Company’s (together with its consolidated subsidiaries, the “Company,” “we” “our” or “us”) financial condition and results of operations should be read together with our audited consolidated financial statements as of December 31, 2025 and for the years ended December 31, 2025 and 2024, in each case, together with related notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), and our condensed consolidated financial statements and related notes as of and for the quarterly period ended June 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
Company Overview
We are an AI-native home finance company on a mission to make homeownership cheaper, faster, and more accessible for all Americans. Our services offer consumers a seamless experience that eliminates friction and complexity across every stage of homeownership including purchase, refinance, home equity, and sale.
Founded in 2015, we built our business with an AI-first mindset that remains at the core of everything we do. Our proprietary platform, Tinman®, is trained on $110B in origination volume and grew its share of volume by 38% from 2024 to 2025. The platform automates the most time-consuming parts of the mortgage process and enables faster decisions to create a better experience for consumers navigating the biggest financial decision of their life.
The home is among the world’s largest and most tangible asset classes. While other industries have undergone end-to-end digital transformations, the homeownership journey remains mired in legacy inefficiencies. High transaction costs, regulatory complexity, and a sprawling intermediary stack come at the expense of consumers and limit digital adoption across the industry. We believe the homeownership experience is broken, and we're fixing it.
Designed to scale across products, channels, and market conditions, Tinman® is not just the engine behind Better; it is how we are modernizing the broader mortgage industry. Through Tinman®, we partner with lenders, banks, and financial institutions to bring AI-driven efficiency and savings to their own customers, helping transform an industry long overdue for change.
Business Environment
The mortgage industry continued to operate in a dynamic macroeconomic and geopolitical environment during the second quarter of 2026. In June 2026, the U.S. Federal Reserve maintained the federal funds target range at approximately 3.50% to 3.75%, continuing its restrictive monetary policy stance as inflation remained above the Federal Reserve's long-term 2% target, despite showing signs of moderation.
Mortgage rates remained elevated throughout the quarter, although they exhibited periodic volatility driven by changing inflation expectations, treasury yield movements, and geopolitical developments. The continuation of conflict in the Middle East, including disruptions affecting the Strait of Hormuz, contributed to volatility in oil prices and financial markets, creating additional uncertainty around the interest rate outlook and mortgage financing conditions.
Elevated borrowing costs continued to constrain overall mortgage origination activity, with refinance activity and demand among rate-sensitive consumers particularly affected, as prevailing rate levels limited the incentive to refinance. Ongoing home affordability challenges, resulting from higher home prices and limited housing inventory, represented a further headwind to origination volumes broadly. Despite these pressures, purchase mortgage demand remained comparatively durable, reflecting the extent to which purchase activity is driven by non-discretionary, life-event factors such as relocation, household formation and job changes that occur independent of the rate environment, making it less cyclical than refinance activity. At the same time, lenders with diversified product offerings, including home equity products, continued to be better positioned to address evolving consumer financing needs and benefit from demand that tends to increase in higher-rate environments.
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Our Business Model
We generate revenue through the production and sale of loans and other product offerings through our platform. 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 three and six months ended June 30, 2026 and 2025 is as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
(Amounts in thousands, except percentage amounts) | Amounts | Percentages | Amounts | Percentages | |||||||||||||||||||
| Gain on loans, net | $ | 51,488 | 94 | % | $ | 36,772 | 86 | % | |||||||||||||||
| Other revenue | 1,094 | 2 | % | 3,090 | 7 | % | |||||||||||||||||
| Net interest income | 2,120 | 4 | % | 2,823 | 7 | % | |||||||||||||||||
Total net revenues | $ | 54,702 | $ | 42,685 | |||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
(Amounts in thousands, except percentage amounts) | Amounts | Percentages | Amounts | Percentages | |||||||||||||||||||
| Gain on loans, net | $ | 96,289 | 94 | % | $ | 61,348 | 83 | % | |||||||||||||||
| Other revenue | 2,236 | 2 | % | 6,740 | 9 | % | |||||||||||||||||
| Net interest income | 3,674 | 4 | % | 5,925 | 8 | % | |||||||||||||||||
Total net revenues | $ | 102,199 | $ | 74,013 | |||||||||||||||||||
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. Historically, the Company utilized three primary channels for customer acquisition; however, our current operations have been streamlined to focus on two key sourcing channels: our D2C channel and our Platform channel. Through these channels, we generate gain on loans, net by selling loans and MSRs to our loan purchaser network, recognizing revenue per loan. 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. These partnerships come in different structures. For some, we access our partners’ customer base and originate loans on our platform. In other arrangements, the partner originates the loan and we provide the technology, underwriting, and fulfillment.
Better Plus—Other revenue
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. 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. In these arrangements, we generally act as an agent or referral source and receive fees from third-party providers. Better Plus products are integrated into our platform to support customers throughout the homeownership process.
Mortgage Interest Income —Net interest income
As we originate mortgages, there is a short period between the funding of a loan and its sale into our investor network. During this time, we borrow against our warehouse lines of credit as a source of capital and pay interest on those borrowings. It is not uncommon for a mortgage to be awaiting sale while the borrower's first interest payment is collected. In these instances, Better collects and recognizes that interest as revenue. 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.
International Lending Revenue—Other revenue
International lending revenue consists of revenue from our international lending activities, primarily in the U.K., which has expanded via acquisitions in prior years. International lending activities primarily include broker fees earned via our
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digital mortgage broker in the U.K. During 2024, management enacted a plan to sell several entities in the U.K. One of those sales was completed in the three months ended September 30, 2025, with the remaining expected to be completed in 2026. As such, the revenue from our non-core international operations is winding down.
Key Business Metrics
In addition to the measures presented in our condensed consolidated financial statements, we use the following key business metrics to help us evaluate our business, identify trends affecting our business, formulate plans and make strategic decisions. Our key business metrics enable us to monitor our ability to manage our business compared to the broader mortgage origination market, as well as monitor relative performance across key purchase and refinance verticals.
Key measures that we use in assessing our business include the following ($ in millions, except percentage data or as otherwise noted):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
Key Business Metric | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Home Finance | ||||||||||||||||||||||||||
Refinance Loan Volume | $ | 549 | $ | 162 | $ | 1,402 | $ | 295 | ||||||||||||||||||
Purchase Loan Volume | 824 | 803 | 1,412 | 1,381 | ||||||||||||||||||||||
| HELOC Volume | 294 | 240 | 497 | 398 | ||||||||||||||||||||||
Loan Volume | $ | 1,667 | $ | 1,205 | $ | 3,311 | $ | 2,074 | ||||||||||||||||||
D2C Loan Volume | $ | 755 | $ | 774 | $ | 1,578 | $ | 1,388 | ||||||||||||||||||
B2B Loan Volume | — | 3 | — | 95 | ||||||||||||||||||||||
| Platform Loan Volume | 912 | 428 | 1,733 | 591 | ||||||||||||||||||||||
Loan Volume | $ | 1,667 | $ | 1,205 | $ | 3,311 | $ | 2,074 | ||||||||||||||||||
Total Loans (number of loans, not millions) | 5,724 | 4,032 | 10,742 | 7,007 | ||||||||||||||||||||||
Average Loan Amount ($ value, not millions) | $ | 291,208 | $ | 298,952 | $ | 308,266 | $ | 295,962 | ||||||||||||||||||
Gain on Sale Margin | 3.09 | % | 3.05 | % | 2.91 | % | 2.96 | % | ||||||||||||||||||
Total Market Share | 0.3 | % | 0.2 | % | 0.3 | % | 0.2 | % | ||||||||||||||||||
Better Plus | ||||||||||||||||||||||||||
Better Real Estate Transaction Volume | $ | 54 | $ | 93 | $ | 87 | $ | 164 | ||||||||||||||||||
Insurance Coverage Written | $ | 1,173 | $ | 1,001 | $ | 2,478 | $ | 1,997 | ||||||||||||||||||
Home Finance
Refinance Loan Volume represents the aggregate dollar amount of refinance loans funded or processed in a given period based on the principal amount of the loan at refinancing date.
Purchase Loan Volume represents the aggregate dollar amount of purchase loans funded or processed in a given period based on the principal amount of the loan at purchase date.
HELOC Loan Volume represents the aggregate dollar amount of HELOC and closed-end lien loans funded or processed in a given period based on the principal amount of the loan at funding.
Loan Volume represents the aggregate dollar amount of all loans funded or processed in a given period based on the principal amount of the loan at funding.
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D2C Loan Volume represents the aggregate dollar amount of loans funded or processed 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 partner relationships and our Tinman® AI Platform channel.
B2B Loan Volume represents the aggregate dollar amount of loans funded or processed 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. This channel was discontinued upon the wind-down of the relationship with Ally Financial Inc. (“Ally”); the Company has not reported B2B Loan Volume since Q4 2025.
Platform Loan Volume represents the aggregate dollar amount of loans funded or processed in a given period based on the principal amount of the loan at funding that have been generated through one of our platform partnership channels.
Total Loans represents the total number of loans funded or processed in a given period, including purchase loans, refinance loans and HELOC loans and closed-end second lien loans.
Average Loan Amount represents Loan Volume divided by Total Loans in a period.
Gain on Sale Margin represents gain on loans, net, as presented on our condensed consolidated statements of operations and comprehensive loss, divided by Loan Volume.
Total Market Share represents Loan Volume in a period divided by total value of loans funded or processed in the industry for the same period, as presented by FNMA.
Better Plus
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.
Insurance Coverage Written represents the aggregate dollar amount of insurance liability coverage provided to customers on behalf of insurance carrier partners across all insurance products on the Company’s marketplace, specifically title and homeowners insurance offered through Better Settlement Services and Better Cover. This includes the value of the loan for lender’s title insurance and dwelling coverage for homeowners insurance. Insurance Coverage Written amounts for Better Cover have been updated for all periods presented to include both new policies and policy renewals, which in prior periods included only new policies.
Description of Certain Components of Our Financial Data
Components of Revenue
Our sources of revenue include gain on loans, net, other revenue, and net interest income.
Home Finance (Gain on Loans, Net)
Gain on loans, net, includes revenue generated from our mortgage production process. The components of Gain on loans, net, are as follows:
i.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. Gain on sale of loans, net includes unrealized changes in the fair value of 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. The fair value of LHFS is measured based on observable market data. This also includes activity for loans originated on behalf of the integrated partnership that are subsequently purchased by us as well as the portion of the sale proceeds to be received by the integrated partner. The portion of the sale proceeds that is to be allocated to the integrated partner is accrued as a reduction of gain on sale of loans, net when the loan is initially purchased by us from the integrated relationship partner.
Gain on sale of loans, net also includes the changes in fair value of IRLCs and forward sale commitments. IRLCs include the fair value upon purchase/issuance with subsequent changes in the fair value recorded in each reporting period until the loan is sold on the secondary market. Fair value of forward commitments hedging IRLCs and LHFS are measured based on quoted prices for similar assets.
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ii.Broker revenue–Includes fees that the Company receives for originating loans on behalf of third-parties.
iii.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. In the event of a breach of its representations and warranties, we may be required to repurchase the loan with the identified defects. The provision for loan repurchase reserve, represents the charge for these potential losses.
Better Plus, International Lending Revenue, and Other (Other Revenue)
We generate other revenue through our Better Plus offerings, which includes real estate services, insurance, settlement services, and international lending revenue.
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.
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. For title insurance, we generate revenues from agent 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. As an agent, we do not control the ability to direct the fulfillment of the service, are not primarily responsible for fulfilling the performance of the service, and do not assume the risk in a claim against the policy.
Our performance obligations for settlement services and title insurance are typically completed 40 to 60 days after the commencement of the loan origination process and are recognized in revenue upon the closing of the loan transaction.
For international lending revenue, we generate revenue primarily from broker fees earned via our digital mortgage broker in the U.K. During 2024, management enacted a plan to sell several entities in the U.K. One of those sales was completed in the three months ended September 30, 2025, with an additional sale completed in the three months ended March 31, 2026, and any remaining dispositions are expected to be completed during 2026. As such, the revenue from our non-core international operations is winding down. We do not expect to generate material revenue from these non-core international operations in future periods.
Net Interest Income
Net interest income from continuing operations includes interest income from LHFS, including HELOCs, calculated based on the note rate of the respective loan. Interest expense from continuing operations primarily includes interest expense on warehouse lines of credit and corporate debt.
Components of Our Expenses
Our expenses consist of compensation and benefits, general and administrative, technology expenses, marketing and advertising expenses, loan origination expenses, depreciation and amortization, and other expenses.
Compensation and Benefits Expenses
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. We recognize compensation expense for the stock-based payments based on the fair value of the awards on the grant date. The expense is recorded on a straight-line basis over the requisite service period. Compensation and benefits excludes amounts capitalized for internally-developed software.
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General and Administrative Expenses
General and administrative expenses include rent and occupancy expenses, travel and entertainment expenses, insurance expenses, and external legal, tax and accounting services. General and administrative expenses are expensed as incurred.
Technology Expenses
Technology expenses consist of expenses related to vendors engaged in product management, design, development and testing of our websites and products. Technology and product development expenses are generally expensed as incurred.
Marketing and Advertising Expenses
Marketing and advertising expenses consist of customer acquisition expenses, brand costs, and paid marketing. For customer acquisition expenses, we primarily generate loan origination leads through third-party financial service websites for which we incur “pay-per-click” expenses. A majority of our marketing expenses are incurred from leads that we purchase from these third-party financial service websites. Marketing expenses are generally expensed as incurred.
Loan Origination Expenses
Loan origination expenses consist primarily of origination expenses, appraisal fees, processing expenses, underwriting, closing fees, and servicing costs. These expenses are expensed as incurred.
Other Expenses
Other expenses relate to other non-mortgage homeownership activities, including settlement service expenses, lead generation expenses, expenses incurred in relation to our international lending activities, restructuring and impairment expenses, gains and losses from equity related liabilities, and gains and losses related to disposals of held-for-sale assets. Settlement service expenses consist of fees for transactional services performed by third-party providers for borrowers while lead generation expenses consist of fees for services related to real estate agents. Other expenses are expensed as incurred.
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Results of Operations-Continuing Operations
The following table sets forth selected financial data of the Company’s continuing operations for each of the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenues: | |||||||||||||||||||||||
| Gain on loans, net | $ | 51,488 | $ | 36,772 | $ | 96,289 | $ | 61,348 | |||||||||||||||
| Other revenue | 1,094 | 3,090 | 2,236 | 6,740 | |||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | 8,333 | 8,556 | 15,617 | 16,151 | |||||||||||||||||||
| Interest expense | (6,213) | (5,733) | (11,943) | (10,226) | |||||||||||||||||||
| Net interest income | 2,120 | 2,823 | 3,674 | 5,925 | |||||||||||||||||||
Total net revenues | 54,702 | 42,685 | 102,199 | 74,013 | |||||||||||||||||||
Expenses: | |||||||||||||||||||||||
| Compensation and benefits | 51,579 | 37,833 | 107,315 | 81,725 | |||||||||||||||||||
| General and administrative | 10,327 | 10,501 | 19,275 | 21,278 | |||||||||||||||||||
| Technology | 8,771 | 6,407 | 17,132 | 13,056 | |||||||||||||||||||
| Marketing and advertising | 9,444 | 11,114 | 18,661 | 19,793 | |||||||||||||||||||
| Loan origination expense | 3,472 | 3,923 | 11,205 | 6,426 | |||||||||||||||||||
| Depreciation and amortization | 2,973 | 3,287 | 5,970 | 7,060 | |||||||||||||||||||
| Other expenses (income) | (462) | 1,890 | 4,959 | 2,772 | |||||||||||||||||||
Total expenses | 86,104 | 74,955 | 184,517 | 152,110 | |||||||||||||||||||
Loss before income tax expense | (31,402) | (32,270) | (82,318) | (78,097) | |||||||||||||||||||
Income tax (benefit)/expense | 63 | 94 | (1,503) | 239 | |||||||||||||||||||
Net loss | $ | (31,465) | $ | (32,364) | $ | (80,815) | $ | (78,336) | |||||||||||||||
Earnings (loss) per share attributable to common stockholders (Basic) | $ | (1.69) | $ | (2.13) | $ | (4.61) | $ | (5.16) | |||||||||||||||
Earnings (loss) per share attributable to common stockholders (Diluted) | $ | (1.69) | $ | (2.13) | $ | (4.61) | $ | (5.16) | |||||||||||||||
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Three and Six Months Ended June 30, 2026 as Compared to Three and Six Months Ended June 30, 2025
Revenues
The components of our revenues for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenues: | |||||||||||||||||||||||
| Gain on loans, net | $ | 51,488 | $ | 36,772 | $ | 96,289 | $ | 61,348 | |||||||||||||||
| Other revenue | 1,094 | 3,090 | 2,236 | 6,740 | |||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | 8,333 | 8,556 | 15,617 | 16,151 | |||||||||||||||||||
| Interest expense | (6,213) | (5,733) | (11,943) | (10,226) | |||||||||||||||||||
| Net interest income | 2,120 | 2,823 | 3,674 | 5,925 | |||||||||||||||||||
Total net revenues | $ | 54,702 | $ | 42,685 | $ | 102,199 | $ | 74,013 | |||||||||||||||
Gain on loans, net
The components of our gain on loans, net for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gain on sale of loans, net | $ | 50,853 | $ | 34,015 | $ | 94,918 | $ | 55,293 | |||||||||||||||
| Broker revenue | 1,507 | 2,335 | 2,881 | 3,506 | |||||||||||||||||||
| Loan repurchase reserve (provision) recovery | (872) | 422 | (1,510) | 2,549 | |||||||||||||||||||
| Total gain on loans, net | $ | 51,488 | $ | 36,772 | $ | 96,289 | $ | 61,348 | |||||||||||||||
Gain on sale of loans, net increased $16.8 million or 50% to $50.9 million for the three months ended June 30, 2026 compared to $34.0 million for the three months ended June 30, 2025. The increase in gain on sale of loans, net was largely driven by the increase of Loan Volume, which was driven by increases in purchase, refinance, and home equity products.
Gain on sale of loans, net increased $39.6 million or 72% to $94.9 million for the six months ended June 30, 2026 compared to $55.3 million for the six months ended June 30, 2025. The increase in gain on sale of loans, net was largely driven by the increase of Loan Volume, which was driven by increases in purchase, refinance, and home equity products.
Broker revenue decreased $0.8 million, or 35% to $1.5 million for the three months ended June 30, 2026, compared to $2.3 million for the three months ended June 30, 2025. The decrease was primarily due to lower broker revenue generated from third-party loan originations through in-market origination operations.
Broker revenue decreased $0.6 million, or 18% to $2.9 million for the six months ended June 30, 2026, compared to $3.5 million for the six months ended June 30, 2025. The decrease was primarily due to lower broker revenue generated from third-party loan originations through in-market origination operations.
Loan repurchase reserve recovery decreased $1.3 million or 307%, to a provision of $0.9 million for the three months ended June 30, 2026, compared to a recovery of $0.4 million for the three months ended June 30, 2025. The prior-year recovery was driven by declining estimated loss exposure associated with historical origination vintages, while the current-year provision reflects updated estimates of expected losses and loan-specific activity during the period.
Loan repurchase reserve recovery decreased $4.1 million or 159%, to a provision of $1.5 million for the six months ended June 30, 2026, compared to a recovery of $2.5 million for the six months ended June 30, 2025. The
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prior-year recovery was driven by declining estimated loss exposure associated with historical origination vintages, while the current-year provision reflects updated estimates of expected losses and loan-specific activity during the period.
Other Revenue
The components of other revenue for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| International lending revenue | $ | 15 | $ | 1,864 | $ | 62 | $ | 3,402 | |||||||||||||||
| Insurance services | 571 | 825 | 1,148 | 1,498 | |||||||||||||||||||
| Real estate services | 328 | 152 | 498 | 1,099 | |||||||||||||||||||
| Other revenue | 180 | 249 | 528 | 741 | |||||||||||||||||||
| Total other revenue | $ | 1,094 | $ | 3,090 | $ | 2,236 | $ | 6,740 | |||||||||||||||
International lending revenue decreased $1.8 million, or 99.2% to an immaterial amount for the three months ended June 30, 2026 compared to $1.9 million for the three months ended June 30, 2025. The decrease in international lending revenue was primarily driven by the sale of the Trussle disposal group in the third quarter of 2025.
International lending revenue decreased $3.3 million, or 98.2% to $0.1 million for the six months ended June 30, 2026 compared to $3.4 million for the six months ended June 30, 2025. The decrease in international lending revenue was primarily driven by the sale of the Trussle disposal group in the third quarter of 2025.
Insurance services decreased $0.3 million, or 30.8% to $0.6 million for the three months ended June 30, 2026 compared to $0.8 million for the three months ended June 30, 2025. The decrease in insurance services revenue was primarily driven by the sale of the Trussle disposal group in the third quarter of 2025 offset slightly by an increase in insurance related revenue from our Better Cover business.
Insurance services decreased $0.4 million, or 23.4% to $1.1 million for the six months ended June 30, 2026 compared to $1.5 million for the six months ended June 30, 2025. The decrease in insurance services revenue was primarily driven by the sale of the Trussle disposal group in the third quarter of 2025 offset slightly by an increase in insurance related revenue from our Better Cover business.
Real estate services increased $0.2 million, or 116% to $0.3 million for the three months ended June 30, 2026 compared to $0.2 million for the three months ended June 30, 2025 due to an increase in real estate transaction volume in the second quarter of 2026.
Real estate services decreased $0.6 million, or 54.7% to $0.5 million for the six months ended June 30, 2026 compared to $1.1 million for the six months ended June 30, 2025 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.
Other revenue decreased by $0.1 million, or 27.7% to $0.2 million for the three months ended June 30, 2026 compared to $0.2 million for the three months ended June 30, 2025. The decrease in other revenue was primarily driven by lower ancillary revenue activities.
Other revenue decreased by $0.2 million, or 28.7% to $0.5 million for the six months ended June 30, 2026 compared to $0.7 million for the six months ended June 30, 2025. The decrease in other revenue was primarily driven by lower ancillary revenue activities.
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Net Interest Income
The components of our net interest income for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Mortgage interest income | $ | 7,687 | $ | 7,787 | $ | 14,628 | $ | 14,223 | |||||||||||||||
| Interest income from investments | 646 | 769 | 989 | 1,928 | |||||||||||||||||||
| Warehouse interest expense | (6,200) | (5,727) | (11,929) | (8,515) | |||||||||||||||||||
| Other interest expense | (13) | (6) | (14) | (1,711) | |||||||||||||||||||
| Total net interest income | $ | 2,120 | $ | 2,823 | $ | 3,674 | $ | 5,925 | |||||||||||||||
Mortgage interest income decreased $0.1 million, or 1% to $7.7 million for the three months ended June 30, 2026 compared to $7.8 million for the three months ended June 30, 2025. The decrease in mortgage interest income was primarily driven by 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.
Mortgage interest income increased $0.4 million, or 3% to $14.6 million for the six months ended June 30, 2026 compared to $14.2 million for the six months ended June 30, 2025. 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.
Interest income from investments decreased $0.1 million, or 16% to $0.6 million for the three months ended June 30, 2026 compared to $0.8 million for the three months ended June 30, 2025. The decrease in interest income from investments was primarily driven by decreased holdings of investments with maturities less than 90 days.
Interest income from investments decreased $0.9 million, or 49% to $1.0 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. The decrease in interest income from investments was primarily driven by decreased holdings of investments with maturities less than 90 days.
Warehouse interest expense increased $0.5 million, or 8% to $6.2 million for the three months ended June 30, 2026 compared to $5.7 million for the three months ended June 30, 2025. The increase in warehouse interest expense was primarily driven by increased borrowings on funding facilities used in the mortgage production process to meet the increased origination volume.
Warehouse interest expense increased $3.4 million, or 40% to $11.9 million for the six months ended June 30, 2026 compared to $8.5 million for the six months ended June 30, 2025. The increase in warehouse interest expense was primarily driven by increased borrowings on funding facilities used in the mortgage production process to meet the increased origination volume.
Other interest expense remained immaterial for both the three months ended June 30, 2026 and 2025.
Other interest expense decreased $1.7 million, or 99% to an immaterial amount for the six months ended June 30, 2026 compared to $1.7 million for the six months ended June 30, 2025. The decrease was primarily due to the extinguishment of the Convertible Notes in April 2025. See Note 10 for additional information.
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Expenses
The components of our expenses for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Compensation and benefits | $ | 51,579 | $ | 37,833 | $ | 107,315 | $ | 81,725 | |||||||||||||||
| General and administrative | 10,327 | 10,501 | 19,275 | 21,278 | |||||||||||||||||||
| Technology | 8,771 | 6,407 | 17,132 | 13,056 | |||||||||||||||||||
| Marketing and advertising | 9,444 | 11,114 | 18,661 | 19,793 | |||||||||||||||||||
| Loan origination expense | 3,472 | 3,923 | 11,205 | 6,426 | |||||||||||||||||||
| Depreciation and amortization | 2,973 | 3,287 | 5,970 | 7,060 | |||||||||||||||||||
| Other expenses (income) | (462) | 1,890 | 4,959 | 2,772 | |||||||||||||||||||
Total operating expenses | $ | 86,104 | $ | 74,955 | $ | 184,517 | $ | 152,110 | |||||||||||||||
Compensation and benefits expenses were $51.6 million for the three months ended June 30, 2026, an increase of $13.7 million or 36% compared with $37.8 million for the three months ended June 30, 2025. The increase in compensation and benefits was primarily driven by higher expense recognized for performance-based equity awards, reflecting changes in the probability of achieving specified performance metrics.
Compensation and benefits expenses were $107.3 million for the six months ended June 30, 2026, an increase of $25.6 million or 31% compared with $81.7 million for the six months ended June 30, 2025. The increase in compensation and benefits was primarily driven by higher expense recognized for performance-based equity awards, reflecting changes in the probability of achieving specified performance metrics.
General and administrative expenses remained relatively consistent at $10.3 million for the three months ended June 30, 2026, as compared with $10.5 million in the three months ended June 30, 2025. The decrease in general and administrative expenses was driven primarily by reductions in professional services.
General and administrative expenses were $19.3 million for the six months ended June 30, 2026, a decrease of $2.0 million or 9% as compared with $21.3 million in the six months ended June 30, 2025. The decrease in general and administrative expenses was driven primarily by reductions in professional services.
Technology expenses were $8.8 million for the three months ended June 30, 2026, an increase of $2.4 million or 37% as compared with $6.4 million in the three months ended June 30, 2025. The increase in technology expenses was driven primarily by the increase in costs related to software and data warehouse vendors.
Technology expenses were $17.1 million for the six months ended June 30, 2026, an increase of $4.1 million or 31% as compared with $13.1 million in the six months ended June 30, 2025. The increase in technology expenses was driven primarily by the increase in costs related to software and data warehouse vendors.
Marketing and advertising expenses were $9.4 million for the three months ended June 30, 2026, a decrease of $1.7 million or 15% as compared with $11.1 million in the three months ended June 30, 2025. The decrease was primarily driven by lower advertising spend to generate mortgage and home equity leads.
Marketing and advertising expenses were $18.7 million for the six months ended June 30, 2026, a decrease of $1.1 million or 6% as compared with $19.8 million in the six months ended June 30, 2025. The decrease was primarily driven by lower advertising spend to generate mortgage and home equity leads.
Loan origination expenses were $3.5 million for the three months ended June 30, 2026, a decrease of $0.5 million or 12%, as compared with $3.9 million in the three months ended June 30, 2025. The decrease in loan origination expenses was driven by a reduction in the estimated liability for the potential TRID defects.
Loan origination expenses were $11.2 million for the six months ended June 30, 2026, an increase of $4.8 million or 74%, as compared with $6.4 million in the six months ended June 30, 2025. The increase in loan origination
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expenses was driven by an increase in origination volume. The increase was offset by a reduction in the estimated liability for potential TRID defects.
Other expenses were a credit of $0.5 million for the three months ended June 30, 2026, a decrease of $2.4 million or 124%, as compared with $1.9 million in the three months ended June 30, 2025. The decrease in other expenses was primarily driven by a decrease on liability classified warrants and equity related liabilities as a result of the decreased trading price of our common stock. The decrease was partially offset by an increase in impairment charges in the second quarter of 2026.
Other expenses were $5.0 million for the six months ended June 30, 2026, an increase of $2.2 million or 79%, as compared with $2.8 million in the six months ended June 30, 2025. The increase in other expenses was primarily driven by changes in the fair value of the warrant issued by the Company in connection with a private placement transaction, as well as increases in liability-classified warrants and other equity related liabilities due to the higher trading price of the Company’s common stock, partially offset by a gain on the disposal of the BHO disposal group.
Results of Operations-Discontinued Operations
During the first quarter of 2026, Birmingham Bank, a regulated U.K. banking entity acquired in 2023 (“Birmingham Bank”), which represents the Company’s reportable banking segment was classified as held-for-sale. In addition, the Company determined that the planned disposal represents a strategic shift that is expected to have a significant effect on the Company’s operations and financial results. Accordingly, the results of Birmingham Bank are presented as discontinued operations in the Company’s condensed consolidated financial statements for all periods presented. The Company continues to actively market Birmingham Bank and is pursuing a sale transaction. The timing and ultimate outcome of the disposal remain subject to market conditions and regulatory approvals. The Company expects that the results of discontinued operations will continue to be impacted by operating performance, changes in interest rates, and any additional adjustments to the carrying value of the disposal group prior to sale.
The following table presents the results of discontinued operations for the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenues: | |||||||||||||||||||||||
| Other revenue | $ | 12 | $ | 210 | $ | (10) | $ | 590 | |||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | 11,402 | 5,601 | 22,685 | 8,451 | |||||||||||||||||||
| Interest expense | (8,054) | (4,352) | (16,660) | (6,357) | |||||||||||||||||||
| Net interest income | 3,348 | 1,249 | 6,025 | 2,094 | |||||||||||||||||||
Total net revenues | 3,360 | 1,459 | 6,015 | 2,684 | |||||||||||||||||||
Expenses: | |||||||||||||||||||||||
| Compensation and benefits | 3,339 | 3,580 | 6,104 | 6,356 | |||||||||||||||||||
| General and administrative | 971 | 1,006 | 2,040 | 1,859 | |||||||||||||||||||
| Technology | 634 | 541 | 1,225 | 1,074 | |||||||||||||||||||
| Marketing and advertising | 13 | 26 | 15 | 34 | |||||||||||||||||||
| Depreciation and amortization | 281 | 248 | 567 | 450 | |||||||||||||||||||
| Other expenses | (2,609) | (36) | 16,294 | 1,402 | |||||||||||||||||||
Total expenses from discontinued operations | 2,629 | 5,365 | 26,245 | 11,175 | |||||||||||||||||||
| Net income (loss) before income tax expense discontinued operations | $ | 731 | $ | (3,906) | $ | (20,230) | $ | (8,491) | |||||||||||||||
| Income tax benefit | $ | (141) | $ | — | $ | (141) | $ | — | |||||||||||||||
| Net income (loss) discontinued operations | $ | 872 | $ | (3,906) | $ | (20,089) | $ | (8,491) | |||||||||||||||
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Three and Six Months Ended June 30, 2026 as Compared to Three and Six Months Ended June 30, 2025
Revenues
The components of revenues from discontinued operations for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenues: | |||||||||||||||||||||||
| Other revenue | $ | 12 | $ | 210 | $ | (10) | $ | 590 | |||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Interest income | 11,402 | 5,601 | 22,685 | 8,451 | |||||||||||||||||||
| Interest expense | (8,054) | (4,352) | (16,660) | (6,357) | |||||||||||||||||||
| Net interest income | 3,348 | 1,249 | 6,025 | 2,094 | |||||||||||||||||||
Total net revenues | $ | 3,360 | $ | 1,459 | $ | 6,015 | $ | 2,684 | |||||||||||||||
Net Interest Income
The components of net interest income for discontinued operations for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Interest income on loans held for investment | $ | 9,206 | $ | 3,895 | $ | 18,394 | $ | 5,773 | |||||||||||||||
| Interest income from investments | 2,196 | 1,706 | 4,291 | 2,678 | |||||||||||||||||||
| Interest expense on customer deposits | (8,054) | (4,352) | (16,660) | (6,357) | |||||||||||||||||||
| Total net interest income | $ | 3,348 | $ | 1,249 | $ | 6,025 | $ | 2,094 | |||||||||||||||
Interest income on loans held for investment increased $5.3 million, or 136% to $9.2 million for the three months ended June 30, 2026 compared to $3.9 million for the three months ended June 30, 2025. The increase in interest income on loans held for investment was driven by increased originations of loans held for investment in our U.K. banking operations. Loans held for investment was $729.2 million and $420.6 million as of June 30, 2026 and 2025.
Interest income on loans held for investment increased $12.6 million, or 219% to $18.4 million for the six months ended June 30, 2026 compared to $5.8 million for the six months ended June 30, 2025. The increase in interest income on loans held for investment was driven by increased originations of loans held for investment in our U.K. banking operations. Loans held for investment was $729.2 million and $420.6 million as of June 30, 2026 and 2025.
Interest income from investments increased $0.5 million, or 29% to $2.2 million for the three months ended June 30, 2026 compared to $1.7 million for the three months ended June 30, 2025. The increase in interest income from investments was driven by increased customer deposits which in turn fund our loans held for investment in our U.K. banking operations. The balance of customer deposits was $746.0 million and $482.4 million as of June 30, 2026 and 2025.
Interest income from investments increased $1.6 million, or 60% to $4.3 million for the six months ended June 30, 2026 compared to $2.7 million for the six months ended June 30, 2025. The increase in interest income from investments was driven by increased customer deposits which in turn fund our loans held for investment in our U.K. banking operations. The balance of customer deposits was $746.0 million and $482.4 million as of June 30, 2026 and 2025.
Interest expense on customer deposits increased $3.7 million, or 85% to $8.1 million for the three months ended June 30, 2026 compared to $4.4 million for the three months ended June 30, 2025. 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
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U.K. banking operations. The balance of customer deposits was $746.0 million and $482.4 million as of June 30, 2026 and 2025.
Interest expense on customer deposits increased $10.3 million, or 162% to $16.7 million for the six months ended June 30, 2026 compared to $6.4 million for the six months ended June 30, 2025. 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. banking operations. The balance of customer deposits was $746.0 million and $482.4 million as of June 30, 2026 and 2025.
Expenses
The components of expenses for discontinued operations for the period were:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Compensation and benefits | $ | 3,339 | $ | 3,580 | $ | 6,104 | $ | 6,356 | |||||||||||||||
| General and administrative | 971 | 1,006 | 2,040 | 1,859 | |||||||||||||||||||
| Technology | 634 | 541 | 1,225 | 1,074 | |||||||||||||||||||
| Marketing and advertising | 13 | 26 | 15 | 34 | |||||||||||||||||||
| Depreciation and amortization | 281 | 248 | 567 | 450 | |||||||||||||||||||
| Other expenses | (2,609) | (36) | 16,294 | 1,402 | |||||||||||||||||||
Total operating expenses | $ | 2,629 | $ | 5,365 | $ | 26,245 | $ | 11,175 | |||||||||||||||
Compensation and benefits, general and administrative, and technology expenses remained relatively consistent at $4.9 million for the three months ended June 30, 2026 compared to $5.1 million for the three months ended June 30, 2025. Compensation and benefits expenses decreased $0.2 million, while general and administrative and technology expenses remained relatively consistent with the prior-year period.
Compensation and benefits, general and administrative, and technology expenses were $9.4 million for the six months ended June 30, 2026 compared to $9.3 million for the six months ended June 30, 2025. Compensation and benefits expenses decreased $0.2 million, while general and administrative and technology expenses remained relatively consistent with the prior-year period.
Other expenses were a credit of $2.6 million for the three months ended June 30, 2026, a decrease of $2.6 million, as compared with an immaterial amount for the three months ended June 30, 2025. The decrease was primarily driven by a $2.4 million impairment reversal related to the Birmingham Bank disposal group, reflecting an increase in its estimated fair value less costs to sell.
Other expenses were $16.3 million for the six months ended June 30, 2026, an increase of $14.9 million or 1062%, as compared with $1.4 million for the six months ended June 30, 2025. The increase was primarily driven by a net $16.0 million impairment charge recorded to write down the Birmingham Bank disposal group to its estimated fair value less costs to sell in connection with its classification as held for sale.
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Non-GAAP Financial Measures
We report Adjusted EBITDA, which is a financial measure 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. This non-GAAP financial measure should not be considered in isolation and is not intended to be a substitute for any GAAP financial measures. The non-GAAP measure provides supplemental information that we believe helps investors better understand our business, our business model, and how we analyze our performance.
Non-GAAP financial measures are limited in their usefulness to investors because they have no standardized meaning and are not prepared under any comprehensive set of accounting rules or principles. Accordingly, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.
We include the reconciliation of Adjusted EBITDA to GAAP Net Income (Loss), its most directly comparable GAAP measure. We encourage investors and others to review our condensed consolidated financial statements and notes thereto in their entirety included elsewhere in this Quarterly Report, not to rely on any single financial measure, and to consider Adjusted EBITDA only in conjunction with their respective most closely comparable GAAP financial measure.
We believe the non-GAAP financial measure is useful to investors for supplemental period-to-period comparisons of our business and understanding and evaluating our operating results for the following reasons:
•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;
•We use 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; and
•Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our core operating results, and also facilitates comparisons with other peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results.
Further, although we use the non-GAAP measure to assess the financial performance of our business, the measure has limitations as an analytical tool, and should not be considered in isolation or as substitutes for analysis of our financial results as reported under GAAP. Some of these limitations are, or may in the future be, as follows:
•Although depreciation and amortization expense is a non-cash charge, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect (i) interest expense, or the cash requirements necessary to service interest or principal payments on our non-funding debt, which reduces cash available to us; or (ii) tax accruals or tax payments that represent a reduction in cash available to us; and
•The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similarly titled non-GAAP measures when they report their operating results, and we may, in the future, exclude other significant, unusual or non-recurring expenses or other items from this financial measure.
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Because of these limitations, Adjusted EBITDA should be considered along with other financial performance measures presented in accordance with GAAP, and not as an alternative or substitute for our financial results prepared and presented in accordance with GAAP.
Adjusted EBITDA
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, and other non-recurring or non-core operational expenses, as well as interest and amortization on non-funding debt (which includes interest on the Convertible Note), depreciation and amortization expense, income tax (benefit)/expense, and (income) loss from discontinued operations.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Adjusted EBITDA | ||||||||||||||||||||||||||
Net loss | $ | (30,593) | $ | (36,270) | $ | (100,904) | $ | (86,827) | ||||||||||||||||||
Income tax (benefit) / expense | 63 | 94 | (1,503) | 239 | ||||||||||||||||||||||
Depreciation and amortization expense (1) | 2,973 | 3,287 | 5,970 | 7,060 | ||||||||||||||||||||||
Stock-based compensation expense (2) | 14,585 | 4,252 | 38,380 | 8,285 | ||||||||||||||||||||||
Interest and amortization on non-funding debt (3) | 14 | 6 | 14 | 1,711 | ||||||||||||||||||||||
Impairment, and other expenses (4) | 909 | 1,206 | 52 | 1,776 | ||||||||||||||||||||||
Change in fair value of warrants and equity related liabilities (5) | (1,067) | 572 | 5,135 | 344 | ||||||||||||||||||||||
| (Income) loss from discontinued operations | (872) | 3,906 | 20,089 | 8,491 | ||||||||||||||||||||||
Adjusted EBITDA | $ | (13,988) | $ | (22,947) | $ | (32,767) | $ | (58,921) | ||||||||||||||||||
__________________
(1)Depreciation and amortization represents the loss in value of fixed and intangible assets through depreciation and amortization, respectively. These expenses are non-cash expenses, and we believe that they do not correlate to the performance of our business during the periods presented.
(2)Stock-based compensation represents the non-cash grant date fair value of stock-based instruments utilized to incentivize employees and consultants recognized over the applicable vesting period. This expense is a non-cash expense. We exclude this expense from our internal operating plans and measurement of financial performance (although we consider the dilutive impact to our stockholders when awarding stock-based compensation and value such awards accordingly).
(3)Interest and amortization on non-funding debt represents interest and amortization on the Convertible Note, which is included within net interest income in our Consolidated Statements of Operations and Comprehensive Loss.
(4)Impairment, and other expenses are primarily comprised of employee one-time termination benefits, real estate restructuring losses, impairment of disposal groups classified as held for sale, and impairment of property and equipment.
(5)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.
Liquidity and Capital Resources
Overview
Historically, our primary sources for liquidity and capital have been (1) cash on hand, (2) cash flows from operations, (3) customer deposits from our U.K. banking segment, (4) borrowings, including through our warehouse lines of credit and senior notes, and (5) proceeds from equity issuances. Our primary uses of funds have historically included (1) origination of loans, (2) interest expense, (3) repayment of warehouse lines of credit and other debt, (4) operating expenses, and (5) repurchases of loans under standard representations and warranties. We are also subject to contingencies which may have an impact on the use of our cash.
As of June 30, 2026 and December 31, 2025, loans held for investment and customer deposits associated with the Birmingham Bank disposal group continue to be classified as held for sale and are included within discontinued operations.
Financing Activities
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Equity Issuances
The Company has 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. The Company entered into separate sales agreements with Cantor Fitzgerald & Co. 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. Each Agent is entitled to a commission of 2.0% of the gross sales price of all shares sold through it as Agent.
During the six months ended June 30, 2026, the Company sold 328,030 shares of Class A common stock under the ATM Program for total gross proceeds of $11.9 million. The Company incurred commissions and other offering expenses of $0.2 million. During the three months ended June 30, 2026, the Company did not issue any common stock under the ATM Program. Notwithstanding remaining availability, following the Company’s April 2026 underwritten public offering, as described below, the Company discontinued sales under its ATM Program. The Company used 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 loan volume.
On February 17, 2026, the Company entered into a Securities Purchase Agreement with Framework Ventures IV L.P., pursuant to which the Company issued a warrant to purchase up to 211,312 shares of Class A common stock. The warrant was fully exercised during the three months ended March 31, 2026, resulting in the issuance of 211,312 shares of Class A common stock to the holder and receipt by the Company of aggregate cash proceeds of approximately $5.7 million. The Company used net proceeds for general corporate purposes.
During the second quarter of 2026, the Company completed an underwritten public offering generating approximately $66.1 million of net proceeds before offering expenses. The proceeds have been used, and are expected to continue to be used, for general corporate purposes, including working capital and supporting loan production and loan volume.
Senior Notes
On April 12, 2025, the Company entered into a privately negotiated Exchange Agreement with SB Northstar LP (the “Investor”), a related party, pursuant to which the Company and the Investor agreed to exchange (the “Exchange”) all of the $532.5 million total aggregate principal amount outstanding of the Company’s existing 1.00% Convertible Notes due 2028 held by the Investor for (i) $155.0 million in aggregate principal amount of new 6.00% Senior Secured Notes due 2028 (the “Senior Notes Indenture”), and (ii) a cash payment of $110.0 million. Upon the closing of the Exchange, we entered into the Senior Indenture with GLAS Trust Company LLC, as trustee and notes collateral agent (the “Senior Notes Indenture”).
The Senior Notes represent our senior secured obligations and are secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. 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; and (ii) senior in right of payment to our existing and future indebtedness that is expressly subordinated to the Senior Notes.
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. 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. The Senior Notes will mature on December 31, 2028.
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 Senior Notes Indenture); 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. 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 Senior Notes Indenture) at the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a Change of Control Triggering Event (as defined in the Senior 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
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of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of settlement. The definition of Change of Control Triggering Event includes certain business combination transactions involving the Company.
The initial carrying value of the Senior Notes of $200.4 million 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. In July 2025, the Company made a cash payment of $1.6 million which was applied to reduce the principal on the Senior Notes. In December 2025, the Company made a payment-in-kind by issuing additional notes in an aggregate principal amount equal to $4.65 million. See Note 10 to our Consolidated Financial Statements for further information.
Warehouse Lines of Credit
In our normal course of business, we fund substantially all of our Loan Volume on a short-term basis primarily through our warehouse lines of credit. 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. As of June 30, 2026, we had three warehouse lines of credit in different amounts and with various maturities, with an aggregate available amount of $850.0 million.
As of June 30, 2026 and December 31, 2025, we had the following outstanding warehouse lines of credit:
(Amounts in thousands) | Maturity | Facility Size | Amount Outstanding June 30, 2026 | Amount Outstanding December 31, 2025 | |||||||||||||||||||
Funding Facility 1 (1) | March 2, 2027 | $ | 150,000 | $ | 87,366 | $ | 81,423 | ||||||||||||||||
Funding Facility 2 (2) | January 21, 2027 | 350,000 | 210,436 | 117,499 | |||||||||||||||||||
Funding Facility 3 (3) | April 5, 2027 | 350,000 | 156,532 | 212,940 | |||||||||||||||||||
Total warehouse lines of credit | $ | 850,000 | $ | 454,334 | $ | 411,862 | |||||||||||||||||
__________________
(1)Interest charged under the facility is at the 30-day term SOFR plus 1.85% - 2.15%. Cash collateral deposit of $3.8 million is maintained and included in restricted cash.
(2)Interest charged under the facility is at the 30-day term SOFR plus 1.75% - 3.75%. A compensating balance of $7.0 million is maintained and included in cash and cash equivalents. This amount represents a compensating balance arrangement and is not legally restricted. Failure to maintain the required balance may limit the Company’s ability to obtain future advances under the facility. As of June 30, 2026, the Company was in compliance with this requirement.
(3)Interest charged under the facility is at the daily simple SOFR plus 1.70% - 2.45%. There is no cash collateral deposit maintained as of June 30, 2026.
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.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | |||||||||||||||||||||||
(in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Net cash used in operating activities-continuing operations | $ | (98,518) | $ | (103,886) | |||||||||||||||||||
| Net cash used in investing activities-continuing operations | $ | (2,538) | $ | (5,452) | |||||||||||||||||||
| Net cash provided by/(used in) financing activities-continuing operations | $ | 125,901 | $ | (30,810) | |||||||||||||||||||
Six Months Ended June 30, 2026 as Compared to Six Months Ended June 30, 2025
Operating Activities
Net cash used in operating activities was $99 million for the six months ended June 30, 2026, a decrease of $5 million, or 5%, compared to net cash used by operating activities of $104 million for the six months ended June 30, 2025. The decrease primarily reflects normal period-over-period fluctuations in working capital and other operating activities.
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Investing Activities
Net cash used in investing activities was $2.5 million for the six months ended June 30, 2026, a decrease of $2.9 million, or 53%, compared to net cash used in investing activities of $5.5 million for the six months ended June 30, 2025. The decrease was primarily driven by proceeds received from the sale of the BHO disposal group, which had previously been classified as held for sale.
Financing Activities
Net cash provided by financing activities was $126 million for the six months ended June 30, 2026, an increase of $157 million, or 509%, compared to net cash used in financing activities of $31 million for the six months ended June 30, 2025. The increase in cash provided by financing activities was primarily driven by higher net borrowings on our warehouse lines of credit used to fund loan originations, issuance of common stock during the second quarter of 2026, and the impact of intercompany funding provided to discontinued operations during the prior-year period. The year-over-year increase also reflects the absence of the $110.0 million payment against our Convertible Notes as part of the Exchange that occurred in 2025.
Material Cash Requirements
Information regarding our material cash requirements is provided in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report.
Other than as described above under “Liquidity and Capital Resources,” there have been no material changes in our material cash requirements and other obligations since December 31, 2025.
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies and estimates during the period ended June 30, 2026, as compared to the critical accounting policies and estimates disclosed in the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025, which are included in our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to our disclosures regarding our exposure to market risk as described in Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of our 2025 Annual Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of our Interim 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 June 30, 2026, which is the end of the period covered by this Quarterly Report. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes during the quarter ended June 30, 2026 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business. For more information regarding the legal proceedings in which we are involved, see Note 12 “Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements. Regardless of outcome, such
54
proceeding or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors and there can be no assurances that favorable outcomes will be obtained.
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Item 1A. Risk Factors
We are subject to various risks and uncertainties in the course of our business. For a discussion of these risks, please see the section entitled “Risk Factors” in Part I, Item 1A. in the 2025 Annual Report. Other than as described below and in Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which risk factors are incorporated herein by reference, there have been no material changes to the risk factors disclosed therein.
Risks Related to Our Operating History, Business Model, Growth and Financial Condition
Our recent leadership transition may create uncertainty and could adversely affect our business.
On August 3, 2026, our founder, Vishal Garg, stepped down as Chief Executive Officer, and our Board of Directors appointed Daniel Lewis as Interim Chief Executive Officer. Because Mr. Garg founded the Company and played a central role in shaping its strategy, operations and culture, his transition from the Chief Executive Officer role may create uncertainty regarding our strategic direction, business priorities and operational execution. The appointment of an interim Chief Executive Officer may also create uncertainty regarding our long-term leadership until a permanent successor is appointed. The transition could also result in the loss of key personnel, disrupt execution of our business strategy, affect relationships with customers, business partners, employees and other stakeholders, or divert management’s attention from our business and operations.
We are not currently in compliance with Nasdaq’s requirement that a majority of our Board of Directors be comprised of independent directors, which could ultimately result in the delisting of our Class A common stock.
Nasdaq Listing Rule 5605(b)(1) requires that a majority of our Board of Directors be comprised of independent directors (the “Majority Independent Requirement”). On August 3, 2026, Vishal Garg stepped down as our Chief Executive Officer but remained a member of our Board of Directors, and the Board of Directors appointed Daniel Lewis, who had previously served as an independent director, as our Interim Chief Executive Officer. As a result, only four (4) of the eight (8) members of our Board of Directors currently qualify as independent directors.
Accordingly, on August 4, 2026, the Company notified the Staff of the Listing Qualifications Department of Nasdaq that the Company is currently not in compliance with the Majority Independent Requirement. We expect that, under Nasdaq rules, the Company will be eligible for a cure period to regain compliance with the Majority Independent Requirement. We intend to take the actions necessary to restore compliance with the Majority Independent Requirement. If we are unable to regain compliance, including within any cure period that Nasdaq may grant, Nasdaq could take action that could ultimately result in the delisting of our Class A common stock, which could adversely affect its liquidity and market price and our access to the capital markets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) Insider trading arrangements and policies.
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Other than as described below, during the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On May 21, 2026 , Vishal Garg , who was then serving as the Company’s Chief Executive Officer and continues to serve as a director of the Company, terminated a trading arrangement that he had adopted on December 22, 2025 and that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the “2025 Garg Trading Arrangement”). The 2025 Garg Trading Arrangement provided for the purchase of up to 200,000 shares of the Company’s Class A common stock and had a plan end date of March 23, 2027 .
On May 26, 2026 , Mr. Garg entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2026 Garg Trading Arrangement”). The 2026 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 August 27, 2027 .
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Item 6. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit | Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||
| 3.1 | 10-K | 3.1 | April 8, 2024 | |||||||||||||||||||||||
| 3.2 | 8-K | 3.1 | August 19, 2024 | |||||||||||||||||||||||
| 3.3 | 8-K | 3.2 | August 25, 2023 | |||||||||||||||||||||||
| 10.1 | 8-K | 1.0 | April 9, 2026 | |||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||
| 32.2** | ||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||||||||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained Exhibit 101) | |||||||||||||||||||||||||
__________________
* Filed herewith.
** Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Exchange Act.
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BETTER HOME & FINANCE HOLDING COMPANY | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date: August 11, 2026 | By: | /s/ Loveen Advani | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Name: Loveen Advani | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Title: Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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Exhibit 31.1
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Daniel Lewis, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Better Home & Finance Holding Company; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: August 11, 2026 /s/ Daniel Lewis
| Daniel Lewis | |||||
| Interim Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Loveen Advani, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Better Home & Finance Holding Company; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: August 11, 2026 /s/ Loveen Advani
| Loveen Advani | |||||
Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Daniel Lewis, Interim Chief Executive Officer of Better Home & Finance Holding Company (the “Company”), hereby certify, that, to my knowledge:
| 1. | The Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
Date: August 11, 2026 /s/ Daniel Lewis
| Daniel Lewis | |||||
| Interim Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Loveen Advani, Chief Financial Officer of Better Home & Finance Holding Company (the “Company”), hereby certify, that, to my knowledge:
| 1. | The Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
Date: August 11, 2026 /s/ Loveen Advani
| Loveen Advani | |||||
Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||