[424B5] Better Home & Finance Holding Co Prospectus Supplement (Debt Securities)

Q: What is the size of the ATM offering for Better Home & Finance (BETR)?

The prospectus supplement authorizes up to $75.0 million of Class A common stock to be sold under the ATM program.

Q: How much commission does BETR pay under the ATM Sales Agreements?

BETR will pay the managers a commission equal to 2.0% of the gross sales price on shares sold through each Manager.

Q: What warehouse capacity does BETR currently report?

The company reports current warehouse facilities totaling $575 million of monthly capacity with advance rates ranging from 85% to 98% depending on product.

Q: What trading symbol and recent price information is disclosed for BETR?

Class A common stock is listed on Nasdaq under the symbol BETR . The filing notes a last reported sale price of $55.97 on Sept 25, 2025, and material intraday volatility noted on Sept 22, 2025.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

424B5

Rhea-AI Filing Summary

Better Home & Finance Holding Company (BETR) filed a prospectus supplement describing an at-the-market (ATM) program to offer up to $75.0 million of Class A common stock through managers acting as sales agents for a 2.0% commission. Settlement of sales will generally occur the first trading day after sale and shares will settle via DTC. Better states current warehouse facilities provide $575 million of monthly capacity with advance rates of 85%–98% by product. Management says if the full $75 million is raised it expects to be funded to scale monthly originations from approximately $500 million to as much as $2.0 billion per month.

The filing discloses recent September 2025 partnership agreements with two large U.S. originators/platforms that are expected to materially increase loan volume once commercially launched. The company warns of stock price volatility (intraday range up to $94.06 and low of $33.24 on Sept 22, 2025), dilution risks from future equity issuances, and various regulatory, financing and operational risks. BETR is listed on Nasdaq under the symbol BETR.

Positive

Up to $75.0 million ATM facility provides a clear, flexible mechanism to raise capital as needed
Management quantifies the potential scale: funding could expand monthly originations from ~$500M to as much as $2.0B
Two strategic September 2025 partnerships with large U.S. platforms are disclosed and expected to materially increase loan volume upon commercial launch
Existing warehouse capacity of $575M with advance rates of 85%–98% provides immediate leverageable funding

Negative

Equity dilution risk from ATM and potential future offerings; future issuances may be at lower prices and dilute existing holders
Significant stock price volatility documented (intraday high $94.06 / low $33.24 on Sept 22, 2025 and wide trading range through 2025), increasing market execution risk for the ATM
Success depends on raising and deploying warehouse capital; failure to obtain sufficient warehouse lines would limit the growth scenario described
Emerging growth company status allows reduced reporting requirements, which may complicate cross-company financial comparability

Insights

TL;DR: ATM proceeds and new distribution partnerships could dramatically scale originations, but require substantial warehouse capital and carry dilution and execution risks.

Better's ATM program and disclosed September partnerships are materially significant: management quantifies a path from ~$500M to up to $2.0B in monthly originations if the full $75M equity raise is deployed to expand warehouse capacity. The company already reports $575M of monthly warehouse capacity with high advance rates (85%–98%), implying leverageable funding exists but will need to increase materially. The 2.0% sales commission and up to $350k of estimated program expenses are modest relative to the stated funding impact, but equity issuance will dilute existing holders and may pressure the share price given documented historical volatility and short interest. Execution risk centers on commercial launches, timely warehouse financing, and maintaining trading liquidity.

TL;DR: The ATM and strategic distribution agreements are high-impact financing tools, but success depends on warehouse capacity expansion and market receptivity to new shares.

The filing shows a clear financing pathway: an at-the-market facility up to $75M, 2.0% commission, and settlement via DTC enabling rapid access to capital. If fully utilized and allocated to warehouse lines, management expects a fourfold expansion in monthly originations. Material risks include market-absorption of incremental shares given the volatile trading history cited, potential covenant or pricing effects from future debt issuance, and the company's emerging growth status that permits scaled disclosure requirements. From a capital-markets perspective, the program provides flexible, on-demand equity but increases the supply over time and could depress price if perceived as continual issuance.

09/29/2025 - 06:05 AM

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-287335

PROSPECTUS SUPPLEMENT

(To Prospectus dated June 6, 2025)

$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 Sales Agreement (each, an “ATM Sales Agreement” and collectively, the “ATM Sales Agreements”) with each of Cantor Fitzgerald & Co. and BTIG, LLC, (each a “Manager” and collectively, the “Managers”), relating to the sale of shares of our Class A common stock offered hereby. In accordance with the terms of the ATM Sales Agreements, we may offer and sell from time to time shares of our Class A common stock having an aggregate offering price of up to $75,000,000. The Managers may act as sales agent on our behalf or purchase shares 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 the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Stock Market (“Nasdaq”) or any other existing trading market for our Class A common stock, in ordinary brokers’ transactions, to or through a market maker, directly to each Manager as principal, in privately negotiated transactions, in block trades or in any other method permitted by law. The Managers are not required to sell any specific amount of shares but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the 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 each Manager under the ATM Sales Agreements. We have also agreed to reimburse each Manager for certain of its expenses. In connection with the sale of the Class A common stock on our behalf, the Managers will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation paid to the Managers will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Managers with respect to certain liabilities, including liabilities under the Securities 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 are made. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our Class A common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as 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 the stockholders 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 Class C common stock are not entitled to voting rights with respect to such shares. See “Description of Capital Stock” in the accompanying prospectus.

Our Class A common stock is listed on Nasdaq under the symbol “BETR.” On September 25, 2025, the last reported sale price of our Class 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 page S-8 of this prospectus supplement and in the accompanying prospectus and the documents that are incorporated by reference before you invest 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 these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.


CANTOR						BTIG

The date of this prospectus supplement is September 26, 2025.

TABLE OF CONTENTS

Prospectus Supplement


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-2
SUMMARY			S-4
RISK FACTORS			S-8
USE OF PROCEEDS			S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			S-13
PLAN OF DISTRIBUTION			S-18
LEGAL MATTERS			S-20
EXPERTS			S-20
WHERE YOU CAN FIND MORE INFORMATION			S-21
INCORPORATION BY REFERENCE			S-22

Prospectus


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION OF DOCUMENTS BY REFERENCE			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
COMPANY OVERVIEW			5
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEPOSITARY SHARES			19
DESCRIPTION OF WARRANTS			21
DESCRIPTION OF SUBSCRIPTION RIGHTS			23
DESCRIPTION OF DEBT SECURITIES			24
DESCRIPTION OF PURCHASE CONTRACTS			32
DESCRIPTION OF UNITS			33
PLAN OF DISTRIBUTION			34
LEGAL MATTERS			36
EXPERTS			36

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”), using the “shelf” registration process. Under this shelf registration process, we may, from time to time, sell shares of our Class A common stock in one or more offerings. This prospectus supplement describes the terms of this offering of our Class A common stock and adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The accompanying prospectus dated June 6, 2025, including the documents incorporated by reference therein, provides more general information, some of which may not apply to this offering. Generally, when we refer to “this prospectus” herein, we are referring to both this prospectus supplement and the accompanying prospectus combined.

You should rely only on the information contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus. Neither we nor the Managers have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Managers are making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate or complete as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated by reference in this prospectus supplement or in the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier statement. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information included or incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. This prospectus supplement and the accompanying prospectus do not contain all of the information in the registration statement. We have omitted certain parts of the registration statement, as permitted by the rules and regulations of the SEC. You may find the registration statement, including exhibits, on the SEC’s website at www.sec.gov. See “Where You Can Find More Information” and “Incorporation by Reference.”

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of the Class A common stock offered by this prospectus supplement. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement.

Neither the delivery of this prospectus supplement nor any sale made hereunder should be deemed to imply that there has been no change in the affairs of the Company since the date of this prospectus supplement or that the information herein is correct as of any time subsequent to its date. This prospectus supplement relates only to the Class A common stock offered hereby and is not to be relied upon in connection with the purchase or sale of any other securities of the Company.

In this prospectus supplement, except as otherwise indicated or as the context otherwise requires, “Better,” “we,” “us,” “our” and the “Company” refer to Better Home & Finance Holding Company and its consolidated subsidiaries.

S-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents we have filed with the SEC that are incorporated herein by reference contain forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this prospectus supplement and the accompanying prospectus are forward-looking statements, including any statements regarding our business, operations and financial performance. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievement to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including:

•Our ability to operate under and maintain or improve our business model;

•The effect of interest rates on our business, results of operations, and financial condition;

•Our ability to expand our customer base, grow market share in our existing markets and enter into new markets;

•Our ability to respond to general economic conditions, particularly elevated interest rates and lower home sales and refinancing activity;

•Our ability to restore our growth and our expectations regarding the development and long-term expansion of our business;

•Our ability to comply with laws and regulations related to the operation of our business, including any changes to such laws and regulations;

•Our ability to achieve and maintain profitability in the future;

•Our ability and requirements to raise additional financing in the future;

•Our estimates regarding expenses, future revenue, capital and additional financing requirements;

•Our ability to maintain, expand and be successful in our strategic relationships with third parties;

•Our ability to remediate existing material weaknesses and implement and maintain an effective system of internal controls over financial reporting;

•Our ability to develop new products, features and functionality that meet market needs and achieve market acceptance;

•Our ability to retain, identify and hire individuals for the roles we seek to fill and staff our operations appropriately;

•The involvement of our CEO in litigation related to prior business activities, our business activities and associated negative media coverage;

•Our ability to recruit and retain additional directors, members of senior management and other team members, including our ability in general, and our CEO’s ability in particular, to maintain an experienced executive team;

•Our ability to successfully manage our international and banking operations;

•Our ability to maintain and improve morale and workplace culture and respond effectively to the effects of negative media coverage;

•Our ability to maintain, protect, assert and enhance our intellectual property rights;

•Our ability to maintain the listing of our Class A common stock and warrants on Nasdaq;

S-2

•Our ability to maintain certain lines of credit and obtain future financing on commercially favorable terms to fund loans and otherwise operate our business; and

•The volatility, liquidity and trading of our Class A common stock and warrants.

In some cases, you can identify forward-looking statements by terms such as “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” or the negative of these terms and other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Key factors that could cause actual results to differ from our expectations include, but are not limited to, the risks described under the heading “Risk Factors” contained in this prospectus supplement and the accompanying prospectus, and under similar headings in other documents that are incorporated herein by reference.

S-3

SUMMARY

This summary highlights certain information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. We encourage you to read this entire prospectus supplement, the accompanying prospectus, the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” together with our consolidated financial statements and the related notes thereto in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and the other documents incorporated herein by reference, before making a decision whether to invest in our Class A common stock.

Company Overview

Better principally operates a digital-first homeownership company featuring Betsy, the first voice-based AI loan assistant built for the mortgage industry, offering services including mortgage financing, real estate services, title and homeowners’ insurance. We offer a selection of loan products for home purchase and refinance, including cash-out refinance, debt consolidation and home equity lines of credit, across a range of maturities and interest rates as well as a suite of non-mortgage products, including real estate agent services offered by our network of third-party partner real estate agents and, through our insurance partners, title insurance and settlement services, and homeowners insurance. We serve customers in all 50 US states and the United Kingdom.

Better is a corporation incorporated under the law of the State of Delaware. Our principal executive offices are located at 1 World Trade Center, 285 Fulton Street, 80th Floor Suite A, New York, New York 10007, and our telephone number at that address is (415) 523-8837. Our website is www.better.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Recent Developments

In September 2025, Better executed two agreements that the Company expects will materially increase its monthly loan volume.

The first agreement is a partnership with one of the top five U.S. personal financial services platforms, which serves over 50 million customers. Under this arrangement, the partner will offer mortgage financing products to its customer base through Better’s Tinman® AI platform. As the loan originator, Better expects this initiative will necessitate a significant increase in warehouse line capital to support growth in monthly loan production.

The second agreement is with one of the top five non-bank mortgage originators in the U.S., which will utilize Better’s Tinman® AI platform to originate HELOCs and HELOANs for its customer base and mortgage servicing rights (“MSR”) portfolio.

Better expects to provide additional details about these partnerships following their commercial launch. Better’s current warehouse facilities total $575 million of monthly capacity, with advance rates ranging from 85% to 98% depending on the product financed. To support anticipated growth, Better may sell shares pursuant to this offering, which sales, if completed, are expected to significantly increase Better’s warehouse line capacity.

If the entire $75 million of shares of Class A common stock offered hereby are sold, this offering is expected to provide sufficient funding to scale monthly originations from approximately $500 million as of the date of this prospectus supplement to as much as $2.0 billion per month.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of

S-4

Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and securityholder approval of any “golden parachute” payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or that do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the initial public offering of Aurora Acquisition Corp., (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller reporting company,” as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue taking advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, for so long as we continue to qualify as a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

S-5

The Offering


Issuer						Better Home & Finance Holding Company, a Delaware corporation.

Class A Common Stock Offered By Us						Shares of our Class A common stock having an aggregate offering price of up to $75,000,000.

Class A Common Stock to be Outstanding After This Offering						Up to 10,817,471 shares, assuming sales of 1,340,004 shares in this offering at a price of $55.97 per share, which was the closing price on Nasdaq on September 25, 2025. The actual number of shares issued will vary depending on the sales price under this offering.

Class B Common Stock to be Outstanding After This Offering						4,435,705 shares.

Class C Common Stock to be Outstanding After This Offering						1,437,545 shares.

Voting Rights						Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by law. Each share of our Class A common stock entitles its holder to one vote per share. Each share of our Class B common stock entitles its holder to three votes per share. Holders of Class C common stock are not entitled to voting rights with respect to such shares. See “Description of Capital Stock” in the accompanying prospectus.

Manner Of Offering						Sales, if any, may be made from time to time through or to each Manager, as sales agent or principal, in “at the market offerings” on Nasdaq or other existing trading markets for our Class A common stock. See “Plan of Distribution.”

Use Of Proceeds						We intend to use the net proceeds from this offering, if any, for general corporate purposes. See “Use of Proceeds.”

Nasdaq Symbol For Our Class A Common Stock						“BETR.”

Risk Factors						Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” in this prospectus supplement and in our most recent Annual Report on Form 10-K, and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Transfer Agent And Registrar						Computershare Trust Company, N.A.

The numbers of shares of our common stock to be outstanding after this offering are based on 9,477,467 shares of our Class A common stock outstanding, 4,435,705 shares of our Class B common stock outstanding and 1,437,545 shares of our Class C common stock outstanding, in each case as of September 22, 2025, and assume that we issue and sell 1,786,671 shares of our Class A common stock in this offering. Unless the context otherwise

S-6

requires, as of September 22, 2025, the number of shares of our common stock to be outstanding after this offering excludes:

•0 shares of Class A common stock held as treasury shares;

•4,435,705 shares of Class A common stock issuable upon conversion of 4,435,705 shares of Class B common stock;

•9,808,405 shares of Class A common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $11.50 per share;

•45,539 shares of Class A common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $60.96 per share;

•661,538 shares of Class A common stock underlying restricted stock units (“RSUs”);

•322,279 shares of Class A common stock reserved for future issuance under the Better Home & Finance Holding Company 2023 Employee Stock Purchase Plan; and

•1,350,234 shares of Class A common stock reserved for future issuance under the Better Home & Finance Holding Company 2023 Equity Incentive Plan.

S-7

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below and in our most recent Annual Report on Form 10-K, as well as any amendments or updates thereto reflected in subsequent filings, each of which are incorporated by reference in this prospectus supplement and the accompanying prospectus, and all of the other information in this prospectus supplement and the accompanying prospectus, including our financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. If any of these risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our Class A common stock could decline and you could lose part or all of your investment. Additional risks and uncertainties that are not yet identified or that we deem are immaterial may also materially harm our business, operating results and financial condition and could result in a loss of your investment.

Risks Related to the Offering

We may use the net proceeds of this offering in ways with which you may not agree and in ways that may not earn a profit.

We intend to use the net proceeds, if any, from this offering for general corporate purposes, which may include, without limitation, originating loans, repayment or refinancing of debt or other corporate obligations, capital expenditures, working capital, acquisitions and repurchases and redemptions of our securities, and acquisitions of, or control investments in, complementary operating companies. We will have considerable discretion in the use and application of the net proceeds, and may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in short-term, interest bearing instruments. These investments may not yield a favorable return, or any return, to us or our stockholders. See “Use of Proceeds” below.

The Class A common stock offered hereby will be sold in “at the market offerings”, and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.

The actual number of shares we will issue under the ATM Sales Agreements, at any one time or in total, is uncertain.

Subject to certain limitations in the ATM Sales Agreements and compliance with applicable law, we have the discretion to deliver a placement notice to each Manager at any time throughout the term of the ATM Sales Agreements. The number of shares that are sold by the Managers after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with the Manager. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the gross proceeds that will be raised in connection with those sales.

The market price of our Class A common stock has been extremely volatile and may continue to be volatile due to numerous circumstances beyond our control.

The market price of our Class A common stock has fluctuated, and may continue to fluctuate, widely, due to many factors, some of which may be beyond our control. These factors include, without limitation:

•comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media;

S-8

•large stockholders exiting their position in our Class A common stock or an increase or decrease in the short interest in our Class A common stock;

•actual or anticipated fluctuations in our financial and operating results;

•changes in the economic performance or market valuations of other issuers that investors deem comparable to us;

•continued access to working capital funds;

•addition or departure of our executive officers and other key personnel;

•significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

•the announcement of new customers, partners or suppliers;

•sales or perceived sales of additional common shares;

•news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in our industry;

•negative public perception of us, our management, or our industry; and

•overall general market fluctuations.

Stock markets in general and our stock price in particular have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. For example, on September 22, 2025, our Class A common stock experienced an intra-day trading high of $94.06 per share and a low of $33.24 per share. In addition, from January 22, 2025 to September 23, 2025, the closing price of our Class A common stock on Nasdaq ranged from as low as $9.40 to as high as $67.75 and daily trading during this period volume ranged from approximately 10,900 to 8,344,000 shares. During this time, we have not experienced any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. These broad market fluctuations may adversely affect the trading price of our Class A common stock. In particular, a large proportion of our Class A common stock has been and may continue to be traded by short sellers which has put and may continue to put pressure on the supply and demand for our Class A common stock, further influencing volatility in its market price. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our Class A common stock to fluctuate, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock.

A “short squeeze” due to a sudden increase in demand for shares of our Class A common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our Class A common stock.

Investors may purchase shares of our Class A common stock to hedge existing exposure or to speculate on the price of our Class A common stock. Speculation on the price of our Class A common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our Class A common stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Class A common stock for delivery to lenders of our Class A common stock. Those repurchases may in turn, dramatically increase the price of shares of our Class A common stock until additional shares of our Class A common stock are available for trading or borrowing. This is often referred to as a “short squeeze.”

A large proportion of our Class A common stock may be traded by short sellers which may increase the likelihood that our Class A common stock will be the target of a short squeeze. A short squeeze could lead to volatile price movements in shares of our Class A common stock that are unrelated or disproportionate to our operating performance or prospectus and, once investors purchase the shares of our Class A common stock

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necessary to cover their short positions, the price of our Class A common stock may rapidly decline. Investors that purchase shares of our Class A common stock during a short squeeze may lose a significant portion of their investment.

Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

We have received, and may continue to receive, media coverage that is published or otherwise disseminated by third parties, including blogs, articles, message boards and social and other media. This includes coverage that is not attributable to statements made by our directors, officers or employees. You should read carefully, evaluate and rely only on the information contained in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus filed with the SEC in determining whether to purchase our shares of Class A common stock. Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Class A common stock which could cause losses to your investments.

Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of our common stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Board’s attention and resources from our business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Future sales, or the perception of future sales, of our Class A common stock in the public market or other financings could cause our stock price to decline.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including senior or subordinated notes and classes of preferred stock. If we decide to issue senior securities in the future, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Holders of senior securities may be granted specific rights, including the right to hold a perfected security interest in certain of our assets, the right to accelerate payments due under an indenture, rights to restrict dividend payments, and rights to require approval to sell assets. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our Class A common stock and may result in dilution of owners of our Class A common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, will receive a distribution of our available assets prior to the holders of our Class A common stock.

Sales of a substantial number of shares of our Class A common stock in the public market by us or existing stockholders, or the perception that such sales might occur in the future or the occurrence of other financings, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. The registration of shares of Class A common stock for resale creates the possibility of a significant increase in the supply of our Class A common stock in the market. The increased supply, coupled with the potential disparity in purchase prices, could lead to heightened selling pressure, which could negatively affect the public trading price of our Class A common stock.

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All of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act (“Rule 144”). In addition, shares of Class A common stock issuable upon exercise of outstanding warrants, options, RSUs and shares reserved for future issuance under our incentive stock plan or stock purchase plan will be eligible for sale in the public market to the extent permitted by applicable vesting requirements and, in some cases, subject to compliance with the requirements of Rule 144. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under the securities laws.

If you purchase shares of our Class A common stock in this offering, you may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may, in the future, offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to those of existing stockholders. The price per share at which we sell additional shares of our Class A common stock, or securities convertible or exchangeable into Class A common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

Because we do not intend to declare cash dividends on our shares of Class A common stock in the foreseeable future, stockholders must rely on appreciation of the value of our Class A common stock for any return on their investment.

We do not anticipate paying any cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with applicable law and any contractual provisions, including under any existing or future agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our board of directors deems relevant. Accordingly, we expect that realization of a gain on your investment will depend on the appreciation of the price of the shares of Class A common stock, which may never occur.

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USE OF PROCEEDS

We may issue and sell shares of our Class A common stock hereunder from time to time having an aggregate offering price of up to $75,000,000. Because there is no minimum offering amount required to be sold this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time.

We intend to use the net proceeds, if any, from this offering for general corporate purposes, which may include, without limitation, loan origination, repayment or refinancing of debt or other corporate obligations, capital expenditures, working capital, acquisitions and repurchases and redemptions of our securities, and acquisitions of, or control investments in, complementary operating companies. We may also use the proceeds for temporary investments in liquid assets that may include money market funds and guaranteed obligations of the U.S. government until necessary for general corporate purposes.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of certain U.S. federal income tax consequences relevant to the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering by Non-U.S. Holders (as defined below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated or proposed thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this prospectus supplement. These authorities are subject to change or differing interpretation, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought, and will not seek, any rulings from the IRS regarding the matters discussed below, and there can be no assurance that the IRS will not take a position contrary to those discussed below or that any position taken by the IRS would not be sustained.

This summary is applicable only to Non-U.S. Holders who purchase our Class A common stock pursuant to this offering and who hold our Class A common stock as a capital asset for U.S. federal income tax purposes (generally, property held for investment purposes). This summary also does not address any possible applicability of any U.S. federal tax other than income tax (such as estate tax or gift tax), the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, the Medicare contribution tax imposed on net investment income, or the effects of Section 451 of the Code with respect to conforming the timing of income accrual to financial statements. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

•banks, insurance companies or other financial institutions;

•persons subject to the alternative minimum tax;

•real estate investment trusts and regulated investment companies;

•tax-exempt organizations;

•pension funds;

•brokers and dealers in securities or currencies;

•traders in securities that elect to use a mark-to-market method of tax accounting for their securities holdings;

•“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

•persons who own, or are deemed to own, more than 5% of our company (except to the extent specifically set forth below);

•persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

•persons that are partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or investors in such entities;

•certain former citizens or long-term residents of the United States;

•persons who hold our Class A common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; and

•persons deemed to sell our Class A common stock under the constructive sale provisions of the Code.

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If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships considering an investment in our Class A common stock, and partners in such partnerships, should consult their tax advisors regarding the purchase, ownership and disposition of our Class A common stock.

THIS SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT LEGAL OR TAX ADVICE. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Non-U.S. Holder Defined

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of our Class A common stock who is neither a “U.S. Person” (as defined below) nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes. A “U.S. Person” is any person that, for U.S. federal income tax purposes, is or is treated as:

•an individual citizen or resident of the United States;

•a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if it (1) is subject to the primary supervision of a court within the United States and one or more “United States persons,” as defined in the Code, have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

Distributions

Distributions we make with respect to our Class A common stock (other than certain pro rata distributions of Class A common stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, as of the end of the taxable year of the distribution. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will first constitute a non-taxable return of capital, which reduces a Non-U.S. Holder’s tax basis in its shares of our Class A common stock (determined separately for each share), but not below zero, and thereafter will be treated as gain from the sale of stock.

Any dividend on our Class A common stock paid to a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, subject to any exemption or lower rate as may be specified by an applicable tax treaty, unless the dividends are effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). The applicable withholding agent may withhold up to 30% of the gross amount of the entire distribution even if the amount of the distribution is greater than the amount constituting a dividend, as described above, to the extent provided for in the Treasury regulations. If tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, then a Non-U.S. Holder may obtain a refund of any excess amounts withheld if it timely files an appropriate claim for refund with the IRS.

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In order to receive a reduced rate of or an exemption from withholding tax under an income tax treaty, a Non-U.S. Holder is required to satisfy certain certification requirements, which may be met by providing the applicable withholding agent with a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E (or other appropriate version of IRS Form W-8), as applicable, certifying under penalty of perjury as to its qualification for the reduced rate or exemption. Special certification and other requirements apply to certain Non-U.S. Holders that are partnerships or other pass-through entities.

Dividends received by a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) generally will be exempt from withholding tax. In order to obtain this exemption, a Non-U.S. Holder must satisfy certain certification requirements, which may be met by providing the applicable withholding agent with a properly completed IRS Form W-8ECI certifying that the dividends are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States. Such effectively connected dividends (which, if required by an applicable income tax treaty, are also attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), are subject to U.S. federal income tax and are taxed at the same graduated rates applicable to “United States persons” (as defined in the Code), net of certain deductions and credits. In addition, if a Non-U.S. Holder is a corporation, such dividends received that are effectively connected with such holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty.

If a Non-U.S. Holder is eligible for a reduced rate of or an exemption from withholding tax pursuant to an income tax treaty, then such holder may obtain a refund of any excess amounts withheld if it timely files an appropriate claim for refund with the IRS.

Gain on the Sale or Other Taxable Disposition of Class A common stock

Subject to the discussions below under “—Information Reporting and Backup Withholding” and “—FATCA,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•that gain is effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business (and, if required by an applicable tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States);

•the Non-U.S. Holder is a nonresident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

•our Class A common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation” for U.S. federal income tax purposes, which we refer to as a “USRPHC,” at any time within the shorter of the five-year period preceding the disposition or the Non-U.S. Holder’s holding period for our Class A common stock.

In general, a corporation is a USRPHC if the fair market value of its U.S. real property interests (as defined in the Code and applicable Treasury regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide (domestic and foreign) real property interests and its other assets used or held for use in a trade or business. We believe that we are not and do not anticipate becoming a USRPHC for U.S. federal income tax purposes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future.

A Non-U.S. Holder described in the first bullet above generally will be required to pay income tax on the net gain derived from the sale or disposition of our Class A common stock under regular graduated U.S. federal income tax rates, as if such holder were a “United States person” (as defined in the Code), except as otherwise provided by

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an applicable income tax treaty. In addition, corporate Non-U.S. Holders described in the first bullet above may be subject to an additional branch profits tax at a 30% rate, subject to any exemption or lower rate as may be specified by an applicable tax treaty.

A Non-U.S. Holder who is an individual described in the second bullet above will be subject to tax at a rate of 30% on the amount by which such holder’s capital gains allocable to U.S. sources, including gain from the sale or other disposition of our Class A common stock during a year, exceed capital losses allocable to U.S. sources for such year, except as otherwise provided in an applicable income tax treaty.

Information Reporting and Backup Withholding

We will, where required, report to the IRS and to Non-U.S. Holders, the amount of dividends paid, the name and address of the recipients, and the amount, if any, of tax withheld. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the Non-U.S. Holder’s country of residence.

Payments of dividends made to a Non-U.S. Holder may be subject to backup withholding (currently at a rate of 24%) unless the Non-U.S. Holder establishes an exemption, for example, by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or another appropriate version of IRS Form W-8), as applicable. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a “United States person” (as defined in the Code).

In addition, proceeds from the sale or other taxable disposition of our Class A common stock outside the United States through a non-U.S. office of a non-U.S. broker generally will not be subject to the backup withholding and information reporting requirements. However, information reporting, but not backup withholding, generally will apply to a payment of sales proceeds, even if that payment is made outside the United States, if the Non-U.S. Holder sells or otherwise disposes of our Class A common stock through a non-U.S. office of a broker that has specified types of connections with the United States, unless the broker has documentary evidence in its records that the holder is not a United States person and specified conditions are met, or the holder otherwise establishes an exemption. If a Non-U.S. Holder receives payments of the proceeds of a sale of our Class A common stock to or through a U.S. office of a broker, the payment will be subject to both backup withholding and information reporting unless such holder properly provides an IRS Form W-8BEN or IRS Form W-8BEN-E (or other appropriate version of IRS Form W-8), as applicable, certifying that such holder is not a United States person or otherwise establishes an exemption, and the broker does not know or have reason to know that such holder is a United States person.

Backup withholding is not an additional tax. Amounts withheld from payments to a Non-U.S. Holder under the backup withholding rules will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

FATCA

Sections 1471 through 1474 of the Code, commonly referred to as FATCA, impose a U.S. federal withholding tax of 30% on dividends on, and on the gross proceeds from the sale or other disposition of, our Class A common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code and whether received as a beneficial owner or as an intermediary for another party), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any ‘‘substantial United States owners’’ (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. government requiring, among other things, that it undertakes to withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders (and certain equity and debt holders), and to annually identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. In December 2018, the Treasury Department issued proposed regulations indicating its intent to eliminate the requirements under FATCA of

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withholding on gross proceeds from the sale or other disposition of Class A common stock. Pursuant to the preamble to those proposed Treasury regulations, the issuer and any withholding agent may (but are not required to) rely on this proposed change to FATCA withholding until the proposed Treasury regulations are terminated or the final Treasury regulations are issued.

We will not pay any additional amounts with respect to any amounts withheld, including pursuant to FATCA. Prospective investors should consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

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PLAN OF DISTRIBUTION

We have entered into an ATM Sales Agreement with each Manager under which we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $75,000,000, from time to time through the Managers as sales agent or directly to the Managers acting as principal.

Sales, if any, of our Class A common stock made through a Manager, as contemplated by this prospectus supplement and the accompanying prospectus, may be made by means of transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including ordinary brokers’ transactions on Nasdaq at market prices, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices, or as otherwise agreed by us and such Manager. As our agent, the Managers will not engage in any transactions that stabilize the price of our Class A common stock.

Upon its acceptance of written instructions from us, each Manager will use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase shares of our Class A common stock, as our agent and on the terms and subject to the conditions set forth in the ATM Sales Agreements. If we elect to offer shares of our Class A common stock, we will instruct the Manager as to the maximum number of shares of our Class A common stock to be sold by it, as our agent, a minimum sales price and the date or dates on which such shares are to be sold. We may instruct the Managers not to sell shares of our Class A common stock if the sales cannot be effected at or above the price designated by us in any instruction. We or the Managers may suspend the offering of shares of our Class A common stock under the ATM Sales Agreement, upon proper notice to the other party.

If shares of our Class A common stock are sold by a Manager, as our agent, in an at the market offering, the Manager will provide written confirmation to us promptly following the close of trading on Nasdaq each trading day on which shares of our Class A common stock are sold under the ATM Sales Agreement. Each confirmation will include the number of shares of our Class A common stock sold on the preceding day, the gross sales price, the net proceeds to us and the compensation payable by us to the Manager in connection with the sales.

We will pay each Manager a commission equal to 2.0% of the gross proceeds from the sales of our Class A common stock sold through the Manager, as our agent, under the ATM Sales Agreements. The remaining sales proceeds, after deducting any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental or self-regulatory organization in respect of such sales of shares our Class A common stock, will be our net proceeds (before the expenses referred to in the next paragraph) from the sale of shares of our Class A common stock in the offering.

We estimate that the total expenses payable by us in connection with the program to offer shares of our Class A common stock described in this prospectus supplement, excluding commissions payable to the Manager and any discounts payable to the Manager and any other deductions described in the paragraph above, will be approximately $250,000. In addition, we have agreed to reimburse the Managers for up to an aggregate of $100,000 in reasonable out-of-pocket expenses incurred by the Managers in connection with the transactions contemplated by the ATM Sales Agreements.

Under the terms of the ATM Sales Agreements, we may, if agreed to by the Manager, also sell shares of our Class A common stock to each of the Managers, as principal for its own account, at a price per share and such other terms to be agreed upon at the time of sale. However, no Manager has any obligation to agree to purchase shares of our Class A common stock as principal.

Settlement for sales of our Class A common stock under the ATM Sales Agreements will occur on the first trading day following the date on which any sales are made, or on some other date that is agreed upon by us and the Manager in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will report at least quarterly the number of shares of our Class A common stock sold to or through the Managers, as our agent, under the ATM Sales Agreements, the net proceeds to us and the compensation paid by us to each Manager in connection with the sales of our Class A common stock, if any.

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Each Manager has agreed that, to the extent required by Regulation M under the Exchange Act, it will not engage in any market making activities involving our Class A common stock while the offering is ongoing under this prospectus supplement.

In connection with the sale of Class A common stock on our behalf, the Managers will be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Managers will be deemed to be underwriting discounts or commissions. We have agreed to provide indemnification and contribution to the Managers against certain liabilities, including civil liabilities under the Securities Act.

The offering of shares of our Class A common stock pursuant to each ATM Sales Agreement will terminate upon the earlier of (1) the sale of shares of our Class A common stock subject to the ATM Sales Agreements having an aggregate offering price equal to $75,000,000 and (2) the termination of the ATM Sales Agreement by the respective Manager or us as provided therein. Each ATM Sales Agreement may be terminated by the Manager or us at any time upon five days’ notice to the other party, or by the Manager at any time in certain circumstances set forth in the ATM Sales Agreement.

Our Class A common stock is listed on Nasdaq under the symbol “BETR.”

Other than in the United States, no action has been taken by us or the Managers that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction where any such offer or solicitation is unlawful.

This summary of the material provisions of the ATM Sales Agreements does not purport to be a complete statement of their terms and conditions. We are filing a copy of the form of the ATM Sales Agreements as an exhibit to a Current Report on Form 8-K filed on the date of this prospectus supplement.

Other Relationships

The Managers and their respective affiliates provide investment banking, fiduciary and advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Managers and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Managers and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The Managers and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for us by Jones Day. Cantor Fitzgerald is represented by Duane Morris LLP, New York, New York and BTIG is represented by Cozen O’Connor P.C., Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024, incorporated by reference in this prospectus supplement by reference from Better Home & Finance Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2024, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus supplement. This prospectus supplement and the accompanying prospectus filed as part of the registration statement do not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, we refer you to the registration statement and to its exhibits and schedules.

We file annual, quarterly and current reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. Our filings with the SEC, including the filings that are incorporated by reference to this prospectus supplement and the accompanying prospectus, are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on, or accessible through, our website on our website at www.better.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference herein and is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus is a part.

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INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus supplement the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in or omitted from this prospectus supplement, or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

We incorporate by reference the documents listed below and all documents that we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of securities by means of this prospectus supplement, from their respective filing dates:

•our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 19, 2025;

•those portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2025, that are incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2024;

•our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 14, 2025 and August 13, 2025, respectively;

•our Current Reports on Form 8-K filed with the SEC on January 23, 2025, March 17, 2025, April 14, 2025, April 28, 2025, June 16, 2025, and August 5, 2025 (as amended by that Form 8-K/A filed on September 5, 2025); and

•the description of our Class A common stock set forth in Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 19, 2024, and all amendments and reports filed for the purpose of updating that description.

We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address and telephone number:

1 World Trade Center

285 Fulton Street, 80th Floor, Suite A

New York, New York 10007

(415) 523-8837

S-22

PROSPECTUS

$200,000,000

Class A Common Stock

Preferred Stock

Depositary Shares

Warrants

Subscription Rights

Debt Securities

Purchase Contracts

Units

We may offer and sell from time to time our Class A common stock, preferred stock, depositary shares, warrants, subscription rights, debt securities and purchase contracts, as well as units that include any of these securities. We may sell any combination of these securities in one or more offerings with an aggregate initial offering price of $200,000,000 or the equivalent amount in other currencies or currency units.

We will provide the specific terms of the securities to be offered in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities.

The securities may be offered and sold to or through underwriters, brokers or dealers, directly to purchasers, through block trades, through agents, in “at the market” offerings or otherwise through a combination of any of these methods of sale. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

Investing in any of our securities involves a high degree of risk. See the “Risk Factors” section beginning on page 7 of this prospectus for the risks and uncertainties you should consider before investing in our securities.

Our Class A common stock and warrants to purchase shares of our Class A common stock (“Public Warrants”) are listed on the Nasdaq Capital Market under the symbol “BETR” and “BETRW,” respectively. On June 2, 2025, the closing price of our Class A common stock was $12.74 per share and $0.10 per Public Warrant. None of the other securities that we may offer under this prospectus are currently publicly traded.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and are eligible for reduced public company reporting requirements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Dated June 6, 2025

TABLE OF CONTENTS


			Page

ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION OF DOCUMENTS BY REFERENCE			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
COMPANY OVERVIEW			5
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEPOSITARY SHARES			19
DESCRIPTION OF WARRANTS			21
DESCRIPTION OF SUBSCRIPTION RIGHTS			23
DESCRIPTION OF DEBT SECURITIES			24
DESCRIPTION OF PURCHASE CONTRACTS			32
DESCRIPTION OF UNITS			33
PLAN OF DISTRIBUTION			34
LEGAL MATTERS			36
EXPERTS			36

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this shelf process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings up to an aggregate initial offering price of $200,000,000 or the equivalent amount in other currencies or currency units.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information under the heading “Where You Can Find Additional Information” and “Incorporation of Certain Documents By Reference.”

We have not authorized anyone to provide you with different information from the information contained or incorporated by reference in this prospectus and in any prospectus supplement or in any free writing prospectus that we may provide you. You should not assume that the information contained in this prospectus, any prospectus supplement, any document incorporated by reference or any free writing prospectus is accurate as of any date, other than the date mentioned on the cover page of these documents. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “Better” and similar terms refer to Better Home & Finance Holding Company.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act. We file reports, proxy statements and other information with the SEC. Our SEC filings are available over the internet at the SEC’s website at http://www.sec.gov. We make available, free of charge, on our website at www.better.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained on or through that site, other than documents we file with the SEC that are specifically incorporated by reference into this prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and (2) after the date of this prospectus until the offering of the securities is terminated:

•our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 19.2025;

•our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 14, 2025;

•our Current Reports on Form 8-K filed with the SEC on January 23, 2025, March 17, 2025, April 14, 2025, and April 28, 2025, (except, in each case, any information, including exhibits, furnished and not filed with the SEC); and

•the description of our common stock set forth in Exhibit 4.1 to our Current Report on Form 8-K filed on August 19, 2024, and all amendments and reports filed for the purpose of updating that description.

We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K unless, and except to the extent, specified in such current reports.

1 World Trade Center

285 Fulton Street, 80th Floor, Suite A

New York, New York 10007

(415) 522-8837

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any applicable prospectus supplement contain forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this prospectus and any applicable prospectus supplement are forward-looking statements, including any statements regarding our business, operations and financial performance. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievement to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including: