Better Home & Finance Holding Company Announces Retirement of Approximately $534 Million Convertible Notes; Exchange Agreement to Create Approximately $265 Million of Positive[...]

Better Home & Finance Holding Company Announces Retirement of Approximately $534 Million Convertible Notes; Exchange Agreement to Create Approximately $265 Million of Positive Pre-Tax Equity Value to Continue Expanding its AI Mortgage Platform

•Retiring approximately $534 million of 1.00% convertible notes due 2028 through restructuring of existing convertible notes in a privately negotiated exchange for a $110 million cash payment and $155 million of new secured debt

•Expected creation of approximately $265 million of pre-tax equity, excluding discounts on the debt

•Better will issue $155 million in new senior secured notes maturing Dec 31, 2028, with a 6% PIK toggle interest rate

•Strategic rationale for transaction includes reducing debt overhang of the Company and improving balance sheet positioning and strategic optionality

•Management remains focused on driving towards profitability in the midterm. Continue leaning into Tinman technology and AI, with Betsy™ AI Loan Assistant executing over 115k customer interactions per month, AI underwriting growing from 40% of locked loans to over 75% in the near future, and increasing loan officer productivity in terms of loans per month to over 3x mortgage industry median

New York, NY - April 14, 2025 - Better Home & Finance Holding Company (NASDAQ: BETR; BETRW) ("Better" or "Better.com" or "the Company"), the leading AI home finance company with over $100 billion of mortgages funded on its Tinman AI platform, today reported that it has entered into a privately negotiated exchange agreement to restructure its outstanding 1.00% convertible notes due 2028 with its noteholder, SB Northstar LP, pursuant to which it will retire approximately $534 million of outstanding debt in exchange for a one-time cash payment of $110 million and the issuance of $155 million of new senior secured notes. At closing, Better will enter into a new indenture governing the $155 million of new senior secured notes, which will be due December 31, 2028 and will accrue interest at a rate of 6% per annum that is payable, at Better's option, in kind (PIK) or in cash.

"We are extremely pleased to retire the Company's outstanding convertible debt and right size its liability structure," said Vishal Garg, Founder & CEO of Better.com. "This transaction will create approximately $265 million of positive pre-tax equity value for the Company and its shareholders, as well as create a path to long-term value creation for our equity holders. We continue to invest in building the leading AI platform in the mortgage industry, and fulfilling our mission of making homeownership cheaper, faster and easier, and just plain better for all Americans.

"With the completion of this debt restructuring, our next two priorities are growth and profitability," said Kevin Ryan, CFO of Better.com. "We will continue building out our NEO platform over the coming months, lean into productivity-driven savings through AI deployment across our mortgage business, and drive costs down further in our corporate functions. We are excited about using AI to drive the business towards growth and profitability, similar to the advances we experienced from 2016 to 2021, when we grew originations over 100x."

Ropes & Gray, LLP served as counsel to Better and Morrison & Foerster LLP served as counsel to SB Northstar LP in connection with the proposed exchange transactions.

The new senior secured notes will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"). The proposed debt exchange transaction is expected to close on or about April 28, 2025, subject to certain conditions.

Additional information regarding this announcement may be found in a Current Report on Form 8-K that the Company intends to file today with the U.S. Securities and Exchange Commission (the "SEC").

This press release is not intended to be, and does not constitute, an offer to sell, buy or subscribe for any securities or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

For more information on Better, please see the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission, and the investor presentation on the investor relations section of the Company's website at https://investors.better.com.

About Better Home & Finance Holding Company

Better Home & Finance Holding Company (NASDAQ: BETR; BETRW) is the first AI-powered mortgage lender and first fintech to fund more than $100 billion in mortgage volume. Since 2016, Better has leveraged its industry-leading AI platform, Tinman™, to achieve a singular mission of making homeownership cheaper, faster, and easier for Americans. Tinman™ allows customers to see their rate options in seconds, get pre-approved in minutes, lock in rates, and close their loan in as little as three weeks. In addition, Betsy™, the first voice-based AI loan assistant built exclusively for the mortgage industry, revolutionizes the homebuying journey by delivering timely application status updates to consumers, answering questions, and moving their loan application along 24/7/365. Better's mortgage offerings include GSE-conforming mortgage loans, FHA and VA loans, and jumbo mortgage loans. In January 2023, Better launched "One Day Mortgage," allowing eligible customers to go from click to Commitment Letter within 24 hours. Better won the 2025 Fintech Breakthrough Awards for Digital Mortgage Innovation, and was named Best Online Mortgage Lender by Forbes and Best Mortgage Lender for Affordability by WSJ in 2023, ranked #1 on LinkedIn's Top Startups List for 2021 and 2020, #1 on Fortune's Best Small and Medium Workplaces in New York, #15 on CNBC's Disruptor 50 2020 list, and was listed on Forbes FinTech 50 for 2020. Better serves customers in all 50 US states and the United Kingdom.