Better Home & Finance Holding Co-A美国存托股份招股说明书(2025-09-29版)

$75,000,000 Class A Common Stock Better Home & Finance Holding Company (“Better,” the “Company,” “we” or “our”) has entered into an At-the-Market SalesAgreement (each, an “ATM Sales Agreement” and collectively, the “ATM Sales Agreements”) with each of Cantor Fitzgerald & Co. andBTIG, LLC, (each a “Manager” and collectively, the “Managers”), relating to the sale of shares of our Class A common stock offeredhereby. In accordance with the terms of the ATM Sales Agreements, we may offer and sell from time to time shares of our Class Acommon stock having an aggregate offering price of up to $75,000,000. The Managers may act as sales agent on our behalf or purchaseshares of our Class A common stock as principal. Sales of our Class A common stock, if any, under this prospectus supplement may be in transactions that are deemed to be an “at themarket offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the“SecuritiesAct”), including sales made directlyon or through The Nasdaq Stock Market (“Nasdaq”) or any other existing trading market for our Class A common stock, in ordinarybrokers’ transactions, to or through a market maker, directly to each Manager as principal, in privately negotiated transactions, in blocktrades or in any other method permitted by law. The Managers are not required to sell any specific amount of shares but will act as oursales agent using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms betweenthe Managers and us. We will pay the Managers a commission of 2.0% of the gross sales price per share of Class A common stock sold through eachManager under the ATM Sales Agreements. We have also agreed to reimburse each Manager for certain of its expenses. In connection withthe sale of the Class A common stock on our behalf, the Managers will be deemed to be “underwriters” within the meaning of theSecurities Act and the compensation paid to the Managers will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Managers with respect to certain liabilities, including liabilities under theSecurities Act. See “Plan of Distribution.” Settlement of any sales of our Class A common stock will occur on the first trading day following the date on which such sales aremade. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our Class A common stock ascontemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other meansas we and the Managers may agree. We have three classes of common stock outstanding: Class A common stock, Class B common stock and Class C common stock.Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters submitted to thestockholders for their vote or approval, except as required by law. Holders of Class A common stock are entitled to one vote per share,while holders of Class B common stock are entitled to three votes per share, on all matters submitted to the stockholders. Holders of ClassC common stock are not entitled to voting rights with respect to such shares. See “Description of Capital Stock” in the accompanyingprospectus. Our Class A common stock is listed on Nasdaq under the symbol “BETR.” On September 25, 2025, the last reported sale price of ourClass A common stock on Nasdaq was $55.97 per share. Investing in our Class A common stock involves risk. Please see the section entitled “Risk Factors” on pageS-8of thisprospectus supplement and in the accompanying prospectus and the documents that are incorporated by reference before youinvest in our securities. See “Where You Can Find More Information” and “Incorporation by Reference” below. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted. CANTOR The date of this prospectus supplement is September 26, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSCOMPANY OVERVIEWRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF DEBT SECURITIESDESC