Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 5, 2026, Better Home & Finance Holding Company (the "Company") notified The Nasdaq Stock Market LLC ("Nasdaq") that, due to the resignations and removals from the Company's Board of Directors (the "Board") disclosed in the Company's Current Report on Form 8-K filed on October 6, 2026 and in the Company's Current Report on Form 8-K filed on October 2, 2026, the Company is not in compliance with the following corporate governance requirements under Nasdaq listing standards: Nasdaq Listing Rule 5605(b)(1), requiring that a majority of the Board be comprised of independent directors; Nasdaq Listing Rule 5605(c)(2), requiring that the audit committee of the Board consist of at least three members, each of whom must be independent; Nasdaq Listing Rule 5605(d), requiring that the compensation committee of the Board consist of at least two members, each of whom must be independent; and Nasdaq Listing Rule 5605(e)(1), requiring independent director oversight of director nominations.
On October 8, 2026, the Company received notice from Nasdaq stating that the Company is not in compliance with the corporate governance requirements described above. The notice provides the Company with 45 calendar days to submit a plan to regain compliance. The Company intends to submit a compliance plan within that period.
The notice has no immediate effect on the listing of the Company's Class A common stock or warrants on Nasdaq. The Company intends to take the actions necessary to regain compliance with the applicable Nasdaq listing standards. However, there can be no assurance that Nasdaq will accept the Company's compliance plan or that the Company will regain compliance. Failure to regain compliance could result in a determination by the Nasdaq Listing Qualifications Department to delist the Company's securities.