Better Home & Finance Holding Co

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Removal of Directors On September 30, 2026, Vishal Garg and the other participants in his consent solicitation (collectively, the “Garg Group”), delivered to Better Home & Finance Holding Company (the “Company”) written consents (the “Consents”) of stockholders representing a majority of the voting power of the Company’s common stock outstanding as of August 21, 2026 (the “Record Date”). The Consents, in part, removed from the Company’s Board of Directors (the “Board”) without cause each of Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar, effective immediately (the “Removal”). Resignation of Hugh Frater On October 1, 2026, Hugh Frater notified the Company of his decision to resign from the Board, effective upon the Removal. Mr. Frater’s decision to resign was the result of the outcome of the consent solicitation conducted by the Garg Group to remove without cause certain other directors from the Board, as further described in this Current Report on Form 8-K. As previously disclosed, Mr. Frater informed the Company on August 27, 2026 of his intention to resign from the Board in the event that Mr. Garg assumes any executive role with the Company, including serving as a director with executive responsibilities. At the time of his resignation, Mr. Frater served as a member of the Audit Committee and the Special Committee of the Board. Appointment of Directors On October 5, 2026, Mr. Garg, in his capacity as the sole remaining director of the Company following the Removal and resignation described above, appointed Bing Gordon, Steven Sarracino, Paula Tuffin, the Company’s General Counsel, Chief Compliance Officer and Secretary, and Nicholas Calamari, an employee of the Company, to the Board to fill existing vacancies. None of these individuals have been appointed to any committee of the Board as of the date of this Current Report on Form 8-K. The Company will file an amendment to this Current Report on Form 8-K to disclose any such committee appointments once determined. Ms. Tuffin and Mr. Calamari will not receive additional compensation for their service on the Board. It is expected that Messrs. Gordon and Sarracino will receive compensation pursuant to the Company’s Director Compensation Policy, as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026. Messrs. Gordon and Sarracino are each expected to enter into the Company’s standard form of indemnification agreement with the Company. As previously announced in the Garg Group’s September 18, 2026 press release, Messrs. Gordon and Sarracino were candidates who were identified by Mr. Garg and had express their willingness to serve as directors if his consent solicitation was successful. Ms. Tuffin and Mr. Calamari are parties to indemnification agreements with the Company in its standard form. There are no arrangements or understandings between either of Ms. Tuffin or Mr. Calamari and any other person pursuant to which such individual was selected as a director. There are no transactions involving Ms. Tuffin, Mr. Calamari or Mr. Sarracino required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Gordon is a party to a consulting agreement with the Company, dated December 8, 2025, pursuant to which he provides advisory services regarding, among other things, product strategy. In connection with his consulting services, on February 11, 2026, the Company granted Mr. Gordon 20,000 restricted stock units with an aggregate grant date fair value of $582,200. The restricted stock units vest quarterly over four years. Departure of Interim Chief Executive Officer On October 5, 2026, following the director appointments described above, the Board removed Daniel Lewis as Interim Chief Executive Officer, effective immediately. The Board has commenced a process to identify and appoint a successor Interim Chief Executive Officer.