Better Home & Finance Holding Company · NASDAQ:BETR
Better Home & Finance — Proxy Contest (August 2026)
45 slides from Better Home & Finance's proxy contest presentation, Aug 31, 2026
Slide 1: Proxy Contest Consensus Analysis: Consensus Summary
BETR (Better Home Finance Holding) — Proxy Contest Consensus Analysi Consensus Summary All four model analyses drew from the same factual extraction and reached the same directional conclusion: institutional investors should support the incumbent Special Committee and oppose Vishal Garg's written co
Slide 2: Model Comparison
Model Comparison Model Recommendation Confidence Claude ‘Support Management 8/10 Grok ‘Support Management 8/10 OpenAl ‘Support Management 7/0 ‘Support Management 10/10 Points of Agreement The following represent areas of shared interpretation from the common extraction — not independently verified f
Slide 3: Concentration-of-control risk and points of agreement
4. The concentration-of-control risk is acute. All four analyses note that if Garg's solicitation succeeded and independent directors Frater and Farello departed (as suggested in the extraction), Garg could become the sole remaining director and fill five vacancies unilaterally. This transfer of eff
Slide 4: Points of Divergence
Points of Divergence 1. Confidence calibration (Gemini vs. the others). Gemini assigned a confidence of 10/10, while Claude and Grok assigned 8/10 and OpenAl assigned 7/10. This is the most visible divergence. The difference does not turn on information — all models received the same extraction — bu
Slide 5: Treatment of strategic continuity; Consensus Recommendation
4. Treatment of strategic continuity. Gemini and Claude both note that the incumbent Board's three-pillar strategy (Tinman Al, HELOC scaling, enterprise partnerships) substantially mirrors what Garg initiated, and that the strategic question is therefore execution discipline rather than vision. Grok
Slide 6: Daniel Lewis posts messages to X
On August 31, 2026, Daniel Lewis, Interim Chief Executive Officer of the Company, posted the following messages to X (formerly known as Twitter).
Slide 7: A message to BETR shareholders
Daniel Lewis @ @danielsethlewis - th Gur 1/7 AMESSAGE TO SBETR SHAREHOLDERS: THE PAST MADE CHANGE URGENT. OUR CASE FOR THE FUTURE IS HOW WE OWN THE ARGUMENT. Today, | want to share how we are changing our approach to partnerships and distribution. SBETR
Slide 8: Partnerships
Daniel Lewis @ @danielsethlewis - th Gur 2/7 PARTNERSHIPS The opportunity in mortgage was not the problem. Execution was. We signed before modeling economics. Accepted bespoke development without minimum volumes. Lost accountability after signing. That is the past. From here, economics come first. M
Slide 9: Lower CAC by increasing partner customer LTV
Daniel Lewis @ @danielsethlewis - th Gur 3/7 LOWER CAC BY INCREASING PARTNER CUSTOMER LTV Better’s mortgage products can help partners: + Improve retention + Maintain and grow AUM + Give consumers greater choice + Consolidate higher-cost debt + Improve credit quality + Expand access to lower-cost cr
Slide 10: Build once, distribute many times; wholesale
Daniel Lewis @ @danielsethlewis - th Jou 5/7 BUILD ONCE. DISTRIBUTE MANY TIMES. Tinman manufactures. TinmanGo distributes. One platform across partners. Shorter sales cycles. Less bespoke work. NEO, D2C, wholesale and enterprise all use the same core technology. We will not be rebuilding Tinman ever
Slide 11: Press release: Better publishes presentation urging shareholders to support leadership change
On August 31, 2026, the Company issued the press release set forth below, which references an investor presentation posted on the Company’s investor relations website at investors.better.com. The investor presentation is included immediately following the press release. Better Home & Finance Publish
Slide 12: SaveBETR: Better Has a Brighter Future Under New Leadership
Better Home & Finance SaveBETR: Better Has a Brighter Future Under New Leadership September 2026
Slide 13: Executive Summary
Executive Summary 2 The Special Committee unanimously recommends that shareholders disregard any green consent cards received from Mr. Garg Better Is Executing a Plan to Deliver Long-Term Value Mr. Garg Has a Poor Track Record as a Leader Mr. Garg’s Campaign Is Self-Serving and Value-Destructive Mr.
Slide 14: Better Has a Brighter Future Under New Leadership
Better Has a Brighter Future Under New Leadership 3 Our strategy: use Better’s leading technology and products to access distribution at structurally lower customer acquisition costs Build Around Tinman® • Maintain one standardized platform across partners, rather than developing a separate build fo
Slide 15: Our Old Partnership Model Was Suboptimal, But Correctable
Our Old Partnership Model Was Suboptimal, But Correctable 4 The opportunity in housing finance is not the problem; our execution under Mr. Garg’s leadership consistently fell short • In the last two years, two partnerships generated less than $30,000 in combined revenue; another two partnerships gen
Slide 16: A Better Partnership Model
A Better Partnership Model 5 By changing how we approach partnerships, we believe we can realize significantly greater value from these relationships Go to where the customers already are Target partners with large existing customer bases with a reason to rapidly drive adoption Underwrite before we
Slide 17: Our Operational Focus
6 Three priorities for our next phase of execution, underpinned by simplified operations Our Operational Focus Distribution Product Tinman® Partner-led distribution across consumer platforms, wholesale brokers and NEO. Winning on manufacturing efficiency, not acquisition spend. Aggressive HELOC inve
Slide 18: Powered by Tinman, Our Proprietary AI Mortgage Platform
7 Powered by Tinman®, Our Proprietary AI Mortgage Platform Customer Experience Operational Excellence ▪ Tinman® AI drives better, faster , and cheaper customer experience ▪ Customer can interact digitally with Tinman® to manage entire process ▪ Higher approval rate and lower interest rate for consum
Slide 19: Our Strategy in Action: Wholesale, Powered by TinmanGo
Our Strategy in Action: Wholesale, Powered by TinmanGo 8 D2C shows us what consumers want; NEO shows us what loan officers need; TinmanGo brings those insights together and allows us to target a significant revenue opportunity Built from Better’s retail DNA Apply Better’s digital consumer experience
Slide 20: Light Balance Sheet and Low-Risk Funding Model
9 Light Balance Sheet and Low-Risk Funding Model, Attracting New Mortgage Investors Assets matchedto identified fundingat origination,aligningto the criteria of institutional investors Strongandgrowinginstitutional investoracceptance Streamlined, tech-enabled access tomultiplemarkets Assets acquired
Slide 21: Vishal Garg Is Seeking to Take the Company Backward
Despite Our Momentum, Vishal Garg, Better’s Former CEO, Is Seeking to Take the Company Backward 10 Who Is Running this Consent Solicitation? • Vishal Garg, Better’s founder and former CEO, who remains on the Board • The Board, other than Mr. Garg, unanimously voted to remove Mr. Garg from his execut
Slide 22: What Is Vishal Garg's Consent Solicitation About?
What Is Vishal Garg’s Consent Solicitation About? 11 During his decade-long tenure as CEO of Better, Vishal Garg: Destroyed more than $7 billion of shareholder value;1 Presided over more than $2 billion in cumulative net losses; Repeatedly failed to deliver on his own commitments and financial
Slide 23: Equity valuation a fraction of pre-public level
By the end of Mr. Garg’s tenure, Better’s equity valuation was just a fraction of what it was before the Company went public Mr. Garg Destroyed More Than $7 Billion of Value in the Transition from Private to Public Markets 121. Source: Better Press Release, May 11, 2021 (“The transaction reflects an
Slide 24: Better lost more than 90% of its value as a public company
Better lost more than 90% of its value as a public company during Mr. Garg’s tenure, much of which was lost shortly following the de-SPAC Better Underperformed on a TSR Basis During Mr. Garg’s Tenure 13 (97%) (32%) (5%) 93% 66% Mortgage Originators and Platforms¹ Mortgage / Real Estate Tech Platform
Slide 25: Mr. Garg Has the Worst Track Record Among His Peers
The annualized total shareholder returns Mr. Garg generated during his tenure were the lowest among mortgage CEOs Mr. Garg Has the Worst Track Record Among His Peers 14 2 18% 13% 11% (7%) (17%) (32%) (36%) (36%) (37%) (83%) Annualized Total Shareholder Return During CEO's Tenure Source: Bloomberg. D
Slide 26: 21 consecutive quarters of net losses
Despite Mr. Garg’s promises, profitability has been elusive, and Better has had 21 consecutive quarters of net losses Better Accumulated Billions in Net Losses Under Mr. Garg 15 2 Source: Company filings. ($0.1) ($0.2) ($0.4) ($0.7) ($0.8) ($1.0) ($1.3) ($1.4) ($1.4) ($1.7) ($1.8) ($1.9) ($1.9) ($2.
Slide 27: Mr. Garg Has a Long History of Failing to Deliver
Mr. Garg missed the long-term targets he set when the Company was preparing to go public—by an extraordinary margin Mr. Garg Has a Long History of Failing to Deliver on His Commitments 16 2023 Net Revenue ($M) 2023 Adjusted EBITDA ($M) 2023 Adjusted Net Income ($M) Total Expenses for 9M Ending 9/30/
Slide 28: Mr. Garg Continues to Miss Important Milestones
Mr. Garg missed his monthly loan volume target in Q2’26, which contributed to a significant decline in Better’s stock price Mr. Garg Continues to Miss Important Milestones 17 2 "We're already pacing to fund $500 million in monthly volume as a result of the growth through these partnerships, and that
Slide 29: Mr. Garg Was the Poster Child for Bad Bosses
Mr. Garg’s “vulgar rants and public outbursts,”1 including one where he called employees “dumb dolphins,” were widely reported Mr. Garg Was the “Poster Child for Bad Bosses”1 During His Tenure 18 “HELLO—WAKE UP BETTER TEAM. You are TOO DAMN SLOW. You are a bunch of DUMB DOLPHINS and…DUMB DOLPHINS ge
Slide 30: Mr. Garg Gained International Notoriety for His Behavior
Mr. Garg’s termination of 900 Better employees on a Zoom call went viral and earned the Company unwanted publicity Mr. Garg Gained International Notoriety for His Behavior 19 Vishal Garg: US boss fires 900 employees over Zoom Beth Timmins 7 December 2021 Better.com CEO to Take Time Off After Zoom Fi
Slide 31: Employees Describe Mr. Garg in Unflattering Terms
Employee reviews of Mr. Garg portray him as a constant source of dysfunction and cultural deterioration Mr. Garg Is Described by Employees in Unflattering Terms 20 “Toxic”1 “Chaotic “2 “Nut Case”3 “Abrasive”4 “Insecure”5 “Arrogant”5 “Unprofessional”6 “Profane”6 “An issue”7 “A toddler”8 “Narcissist”9
Slide 32: Mr. Garg Lost Credibility with Better Employees
Mr. Garg has one of the lowest Glassdoor approval ratings of any CEO of a publicly traded financial services company Mr. Garg Lost Credibility with Better Employees 21 “Better.com is seeing a backlash on company review sites like Glassdoor.com and Trustpilot.com, with some people citing the company'
Slide 33: Alleged Violations of Federal Securities Laws
We Believe Mr. Garg Violated Federal Securities Laws 22 Coordinated with an Undisclosed ”Group” of Shareholders • We believe Mr. Garg is acting together with a self-proclaimed “group” of investors in an effort to gain abrupt control of Better without paying a control premium • However, Mr. Garg has
Slide 34: The Special Committee Members Are Accomplished and Dedicated
The Special Committee Members Are Accomplished and Dedicated 23 Michael Farello Director Since 2023 | Age 61 Hugh Frater Director Since 2026 | Age 71 Daniel Lewis Director Since 2026 | Age 51 • Managing Partner of L Catterton, a PE firm • Former VP, North American Consumer at Dell • Director of Oddi
Slide 35: Reconciliation of Non-GAAP Measures
Reconciliation of Non-GAAP Measures Appendix
Slide 36: Non-GAAP Financial Measures
Non-GAAP Financial Measures 25 We report Adjusted Net Loss and Adjusted EBITDA, which are financial measures not prepared in accordance with generally accepted accounting principles (“non-GAAP”) that we use to supplement our financial results presented in accordance with GAAP. These non-GAAP financi
Slide 37: Non-GAAP Financial Measures (Continued)
Non-GAAP Financial Measures (Continued) 26 Further, although we use these non-GAAP measures to assess the financial performance of our business, these measures have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our financial results
Slide 38: Net Loss to Adjusted Net Loss
Net Loss to Adjusted Net Loss Reconciliation of Non-GAAP Measures 27 Year Ended December 31, (Amounts in millions) 2023 Adjusted Net Loss Net loss (GAAP) ($536.4) Stock-based compensation expense1 54.1 Change in fair value of warrants2 0.5 Change in fair value of preferred stock warrants2 (0.3) Chan
Slide 39: Net Loss to Adjusted EBITDA
Net Loss to Adjusted EBITDA Reconciliation of Non-GAAP Measures (Continued) 28 Year Ended December 31, (Amounts in millions) 2023 Adjusted EBITDA Net loss (GAAP) ($536.4) Income tax expense 2.0 Depreciation and amortization expense5 42.9 Stock-based compensation expense1 54.1 Interest and amortizati
Slide 40: Important Information
Important Information Appendix
Slide 41: Forward-Looking Statements and Risk Factors
Important Information 30 Forward-Looking Statements and Risk Factors This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release that are not historical facts should be considered forwa
Slide 42: Important Additional Information and Where to Find It
Important Information (Continued) 31 Important Additional Information and Where to Find It The Company has filed a consent revocation statement and accompanying statement and accompanying WHITE consent revocation card, and other relevant documents with the SEC in opposition to the solicitation of wr
Slide 43: Appendix: Glassdoor Citations
Appendix: Glassdoor Citations Section Seven 32
Slide 44: Glassdoor Citations (from Page 20)
Glassdoor Citations (from Page 20) 33 1. Senior Product Manager, May 8, 2026. 2. Anonymous Employee, June 2, 2026. 3. Product Manager, February 9, 2026. 4. Coordinator, February 25, 2026. 5. Senior Software Engineer, April 16, 2025. 6. Senior Manager, January 8, 2026. 7. Director, December 15, 2024.
Slide 45: Investor Contact
Investor Contact John Ferguson / Mike Coronato Saratoga Proxy Consulting LLC (212) 257-1311 / (888) 368-0379 info@saratogaproxy.com
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