| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BETR | Class B Common Stock | Award | +25.7M | 25.7M | Aug 22, 2023 | Class A Common Stock | 25.7M | By 1/0 Mortgage Investment, LLC | F1, F2, F3 | ||||
| transaction | BETR | Class B Common Stock | Award | +27.1M | 27.1M | Aug 22, 2023 | Class A Common Stock | 27.1M | By Better Portfolio Holdings 1 LLC | F1, F3, F4 |
| Id | Content |
|---|---|
| F1 | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better Holdco's founder. |
| F2 | 1/0 Mortgage Investment, LLC received 25,704,813 shares of Issuer Class B Common Stock in exchange for 7,522,888 shares of Class B Common Stock and 886,803 shares of Class A Preferred Stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc. a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco. Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the Issuer, was renamed "Better Home & Finance Holding Company". |
| F3 | Riaz Valani is the beneficiary of family trusts that own (i) Addison Investment Holdings LLC, which has a controlling interest in 1/0 Mortgage Investment, LLC, and (ii) Better Portfolio Holdings 1 LLC. Mr. Valani is the manager of 1/0 Services LLC, which in turn is the manager of 1/0 Mortgage Investment, LLC, and Better Portfolio Holdings 1 LLC. Therefore, Mr. Valani may be deemed the beneficial owner of the shares held by these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| F4 | Better Portfolio Holdings 1 LLC received 27,141,628 shares of Issuer Class B Common Stock in exchange for 8,000,000 shares of Class A Common Stock and 879,765 shares of Class B Common Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 2 of this Form 4 for further details. |