Better Home & Finance Says a Board Committee Is Investigating Director Vishal Garg

Better Home & Finance Holding Company (NASDAQ: BETR), the online mortgage originator that became a public company through a SPAC merger in 2023, said on the evening of September 23, 2026 that a Special Committee of its board had opened an investigation into director and former chief executive Vishal Garg. The announcement comes during a consent solicitation in which Garg is seeking to remove five of the company’s seven directors, with a statutory deadline of October 20.

What the Company Announced

According to the release, the Special Committee is examining allegations that Garg sought to exchange company interests and property with former employees, who are also shareholders, in return for consents supporting his proposal to replace the board. The company states that the allegations were brought to it by independent counsel for a former employee, and that if true they raise significant issues of breach of fiduciary duty. It also states that Garg’s conduct has compromised the company’s ability to maximize the value of certain assets and claims.

The allegations are unadjudicated, and the company presents them as allegations rather than findings. They originate with a third party rather than with the committee’s own work, and the release uses the conditional “if true.” The company is the party conducting the investigation; it is not the subject of it.

The release names no outside counsel, law firm or forensic adviser as conducting the work. It sets out no scope, no timeline and no commitment to report findings, and does not address whether Garg is recused from board functions while the matter is open. It discloses no financial impact, and contains no impairment, restatement or non-reliance language.

The Disclosure Record

As of midday on September 24, the release does not appear on the company’s investor relations site, where the most recent item is dated September 22, and it has not been filed with the Securities and Exchange Commission in any form. The company’s EDGAR filing history shows no company filing dated September 24.

The company’s other release of September 23, “Better Home & Finance Responds to Latest False and Misleading Claims from Former CEO Vishal Garg,” was filed as additional soliciting material at 4:39 p.m. Eastern that afternoon. Material soliciting a stockholder consent or its revocation generally carries a filing obligation. Readers who want the investigation release on the record alongside the company’s other disclosures will need to watch for a later filing.

How the Dispute Developed

The board changed on July 27, 2026, when David Barse resigned and Daniel Lewis was elected in his place, according to the current report filed two days later. On August 3, Garg stepped down as chief executive, effective immediately, and the board appointed Lewis interim chief executive. Garg remained a director.

On August 18 the company announced a lawsuit against Garg in the United States District Court for the Southern District of New York. The complaint pleads violations of Section 13(d) of the Exchange Act, alleging he assembled a shareholder group without timely disclosure, and of Section 14(a) and Rule 14a-9, alleging he solicited support before filing a definitive consent statement. The company asks the court to declare void the consents procured through what it describes as an unlawful solicitation. These are allegations in a pending complaint and have not been tested in court.

On August 20 the board adopted a limited-duration shareholder rights plan. The rights become exercisable if a person or group acquires beneficial ownership of 15% or more of any class of common stock, or 15% or more of total voting power. The plan expires at the 2027 annual meeting unless redeemed or terminated earlier.

The Consent Solicitation

Garg’s definitive consent statement of August 27 contains two proposals. The first would restore the bylaws to their August 2023 form if the board amends them before the solicitation concludes. The second would remove Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar, along with anyone appointed to fill a vacancy after August 17, 2026.

The statement nominates no replacement directors. There is no election proposal in the document, and the certificate of incorporation provides that vacancies are filled by the remaining directors rather than by stockholders. A successful solicitation would remove five directors and leave those seats to be filled by the directors who remain.

Against an August 21 record date, the consents must represent at least 13,103,411 votes, a majority of the outstanding voting power, and must be delivered by October 20, 2026. Class A shares carry one vote each and Class B shares carry three. In its own filing, the Garg group reports holding 118,260 Class A shares and 1,910,964 Class B shares, which it states is approximately 11.5% of outstanding voting stock. The company filed its consent revocation statement on August 28.

The two sides give different accounts of where the count stands. The Garg group said on September 24 that it has presented the company with evidence of consents representing more than 46% of voting power, and demanded a correction of what it calls materially misleading statements about its level of support. That filing addresses the support level and does not address the investigation. The company said the previous day that Garg “has not obtained consents from anywhere near” 46%, and that most of his claimed support comes from his own high-vote shares and those of a small number of long-time allies. The tabulation is not public, and neither account can be verified from the filings.

Board Composition and Committee Requirements

The company’s preliminary consent revocation statement sets out a structural consequence of the removal proposal. Removing Massenet and Menon would reduce the audit committee from four members to two, and the compensation, corporate governance and nominations committee from three to one, which the company states would jeopardize its compliance with Nasdaq committee composition and independence requirements and with Rule 10A-3 under the Exchange Act.

Separately, Hugh Frater notified the company on August 27 that he intends to resign if Garg assumes any executive role, including serving as a director with executive responsibilities. Both major proxy advisers have weighed in, with the company announcing that ISS recommended shareholders oppose the campaign on September 8 and that Glass Lewis did the same on September 16.

Recent Financial Results

The company’s second quarter results show revenue of $54.7 million, up from $42.7 million a year earlier, and a net loss of $30.6 million, narrowed from $36.3 million. Loan volume rose 38% to $1.67 billion, and the company raised its target for annualized cost reductions to more than $45 million by the end of 2026.

For the first six months of 2026 the net loss was $100.9 million, compared with $86.8 million in the same period of 2025. Cash and equivalents stood at $102.3 million at June 30, 2026, and the accumulated deficit was $2.18 billion. The quarterly report contains no going concern language. Approximately 19.0 million shares were outstanding across the three classes as of July 31, following a one-for-fifty reverse split in August 2024 that resolved an earlier Nasdaq minimum bid price deficiency.

Strategic Investment Summary

• Investigation Announced: Better Home & Finance Holding Company (NASDAQ: BETR) said on September 23, 2026 that a board Special Committee opened an investigation into director and former chief executive Vishal Garg over allegations that he sought to exchange company interests and property with former employees in return for consents in his proxy contest.
• Status of the Allegations: The company states the allegations were brought to it by independent counsel for a former employee and uses the conditional “if true”; they are unadjudicated, and the company is the party conducting the investigation rather than its subject.
• Disclosure Record: As of midday September 24 the release had not appeared on the company investor relations site and had not been filed with the SEC in any form, while the company’s other September 23 release was filed as additional soliciting material at 4:39 p.m. Eastern that afternoon.
• Consent Solicitation Terms: Garg seeks removal of five directors and restoration of the 2023 bylaws and nominates no replacements; consents representing 13,103,411 votes, a majority of voting power as of the August 21 record date, must be delivered by October 20, 2026, and his group reports holding approximately 11.5% of outstanding voting stock.
• Company Actions: The board sued Garg in the Southern District of New York on August 18 under Sections 13(d) and 14(a), adopted a rights plan with a 15% trigger on August 20, and has announced that both ISS and Glass Lewis recommend shareholders oppose the campaign.
• Financial Position: Second quarter revenue was $54.7 million with a net loss of $30.6 million and loan volume up 38% to $1.67 billion, against a first half net loss of $100.9 million, cash of $102.3 million at June 30, 2026 and an accumulated deficit of $2.18 billion.

Find out more about the latest corporate developments and financial reports at the Better Home & Finance investor relations site.