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Kooky
Builder of Shaka, the payment router that pays every agent their commission on closing date.
About Kooky and Shaka →The contest for control of Better Home & Finance Holding Company, the New York digital mortgage lender, ended on Monday 5 October. A special committee of the board withdrew its challenge to the preliminary report of the independent inspector of elections on a consent solicitation led by Vishal Garg, the company's founder, according to a company statement issued that morning and reported by HousingWire.
The committee said it had taken the decision in consideration of the costs and uncertainty of a prolonged contest. It added that it wished Better's employees well and hoped the company would thrive. Later the same day, HousingWire reported that the inspector had certified support from holders of 52.02 per cent of Better's outstanding voting power for removing five directors, and that Garg, as the only remaining incumbent on a board reduced from nine seats to five, had filled the other four.
HousingWire, 5 October 2026, reporting the inspector's certification and the Garg Group's plan.
How the contest ended
Better's own filing with the Securities and Exchange Commission sets out the sequence. In a Form 8-K signed on 6 October, the company reported that the Garg Group had delivered written consents from holders of a majority of its voting power on 30 September, for a record date of 21 August. The consents covered the two proposals the group had filed on 27 August, and the inspector of election certified the results on 5 October.
The first proposal repealed any bylaw provisions that were not in the bylaws in force on 22 August 2023. It received 13,638,803 consents against 24,594. The second removed five directors without cause, along with anyone appointed to a vacancy or a new seat on or after 17 August 2026. Each of the five received 13,633,243 consents for removal against 30,154. No abstentions were recorded on either proposal.
Related readUS: FHA makes new appraisal format optional as Fannie, Freddie bendThe directors removed, with immediate effect, were Harit Talwar, the chairman; Daniel Lewis, who had been interim chief executive since August; Arnaud Massenet; Bhaskar Menon; and Prabhu Narasimhan. A sixth director, Hugh Frater, had told the company on 1 October that he would resign once the removals took effect. According to the filing, he had said on 27 August that he would step down if Garg took on any executive role. He sat on the audit committee and the special committee.
The Garg Group acted through written consents of stockholders rather than a vote at a meeting, and the outcome rested on the count of the independent inspector, whose preliminary report was the point of dispute. By withdrawing its challenge to that report, the special committee allowed the result to stand.
From the August change to the consent count
The contest began with a change at the top in the summer. On 3 August, Better announced that Garg would transition out of the chief executive role by mutual agreement with the board and would continue to serve as a director, and that Lewis, already a board member, had been appointed interim chief executive with immediate effect. HousingWire and Inman have since described the August change as the board removing Garg as chief executive.
In that August release, the company said Lewis had more than 30 years of operating, investment and governance experience, including nine years at Citigroup and the founding of Orange Capital in 2005. It also set out a shift towards a platform model in which partners own customer acquisition and all distribution runs on Tinman, its in-house software. Annualised cost reductions were expected to exceed US$45 million by the end of the year, up from an earlier target of US$25 million.
Related readUS: FHFA reported to plan two-bureau credit reports at Fannie, FreddieGarg's group then launched its consent solicitation to remove five directors, filing its consent statement on 27 August. The count was disputed through September. HousingWire reported that Garg claimed majority written consent in a filing on 20 September. Inman reported that court filings showed an earlier claim of majority support had fallen short, which Garg's side put down to an administrative error in calculating voting power. On 30 September, according to Inman, Garg said his group had crossed the majority threshold, and the 8-K records that written consents from holders of a majority of voting power were delivered to the company that day.
During the contest, according to Inman, Better adopted a shareholder rights plan, issued press releases disputing the claims of support and citing recommendations from the proxy advisers ISS and Glass Lewis against the campaign, and brought a federal lawsuit against Garg alleging securities-law violations tied to his effort to regain control. On 24 September, Inman reported, the company announced an investigation into allegations concerning the solicitation.
The new board
Once the removals took effect, Garg was the sole remaining director. Acting alone, he appointed four people on 5 October, the 8-K shows.
| Director | Change | Background given |
|---|---|---|
| Vishal Garg | Stays | Founder, sole remaining incumbent |
| Bing Gordon | Appointed | Co-founder of Electronic Arts |
| Steven Sarracino | Appointed | Founder of Activant Capital |
| Paula Tuffin | Appointed | General counsel, chief compliance officer and secretary |
| Nicholas Calamari | Appointed | Company employee |
| Five directors | Removed | Talwar, Lewis, Massenet, Menon, Narasimhan |
| Hugh Frater | Resigned | Effective on the removals |
Better Home & Finance Form 8-K signed 6 October 2026; backgrounds as reported by HousingWire on 5 October 2026.
HousingWire described Gordon as a co-founder of Electronic Arts and a former Amazon director, and Sarracino as the founder of Activant Capital and a former Better investor and director. According to the filing, both had said in the Garg Group's press release of 18 September that they would serve if the solicitation succeeded. Tuffin is Better's general counsel, chief compliance officer and secretary, and Calamari is an employee; the filing says neither will receive additional pay as a director, while Gordon and Sarracino are expected to be paid under the company's existing director compensation policy.
Related readUS law lets HUD pilot support for mortgages of US$100,000 or lessNo committee appointments had been made when the filing was signed, and the company said it would file an amendment to disclose them. On the same day, the new board removed Lewis as interim chief executive, with immediate effect, and began a process to find a successor interim chief executive.
The plan Garg's group has set out
Garg has not returned as chief executive, Inman reported. Under the plan his group set out, reported by HousingWire on 5 October, he would serve as head of product, platform and innovation while a new chief executive is sought. On the shareholder call the next day, HousingWire reported, he said he expected to remain the face of the company but did not say what his new position would be. The 8-K does not describe any executive role for him.
The plan raises the annual cost-savings target from US$45 million to US$60 million. It provides for hiring an advisory firm to streamline operations, finalising partnerships for the Tinman platform, scaling the home equity line of credit business, selling non-core assets, and seeking approval for a share buyback of US$30 million, according to HousingWire. HousingWire also reported that the board plans to remove the rights plan and to dismiss the pending lawsuit against Garg in the US District Court for the Southern District of New York.
At a shareholder call, Garg gave more detail, HousingWire reported on 6 October. Operating expenses run at about US$65 million a quarter, with a target of about US$50 million, and he aims to lift quarterly revenue from the US$50 million range to more than US$65 million. He said that getting halfway to either goal would bring the company to break-even. He added that a permanent chief executive is being sought with experience in credit, artificial intelligence and financial technology, and that an interim candidate had been identified, with the engagement being finalised.
Related readUS mortgage applications fall 4.2% as lenders tighten credit slightlyWhat it means for the business
Better describes itself as an AI-native mortgage and home equity finance platform. In its 5 October release, it said it was the first financial technology company to fund more than US$110 billion in loan volume, and that it offers GSE-conforming, FHA, VA, jumbo and home equity loans in all 50 US states and in the United Kingdom. It cites Tinman, its proprietary platform, for rate options, pre-approvals and rate locks, and an AI loan agent called Betsy that it says provides loan assistance around the clock.
The company went public through a merger with a special purpose acquisition company and has since faced a weak origination market, layoffs and scrutiny of its leadership and business model, HousingWire noted. Its preliminary figures for the second quarter of 2026, published on 3 August, showed funded loan volume of US$1.67 billion, up 38 per cent on a year earlier, and revenue of US$54.7 million, up 28 per cent, with a net loss of US$30.6 million.
Better's shares traded at US$11.88 before the market opened on 5 October, up 0.76 per cent, but had fallen 64 per cent over the previous six months, according to HousingWire.
On the lending side, HousingWire reported from the same call that Better had signed a deal to offer home equity lines of credit through Credit Karma and wanted to restart talks with five other household-name partners that had stalled during the dispute. Garg said the wholesale business was moving ahead and that the company would serve customers through direct, retail and wholesale channels, and that it was considering letting several retail and wholesale brands operate on its platform.
What comes next
Several steps remain open. The company has said it will announce an interim chief executive once the documentation is complete, and it has begun a search for a permanent one. Board committees are still to be filled, with an amendment to the 8-K promised when they are. The board plans to remove the rights plan and to dismiss the federal lawsuit against Garg, according to HousingWire.
- 3 AugustGarg leaves the chief executive role by mutual agreement, the company says, and Daniel Lewis becomes interim chief executive.
- 27 AugustThe Garg Group files its consent statement on two proposals, with a record date of 21 August.
- 30 SeptemberWritten consents from holders of a majority of voting power are delivered to the company.
- 5 OctoberThe inspector certifies the result, the committee drops its challenge and four directors are appointed.
- 6 OctoberBetter signs the 8-K setting out the vote, the removals and the appointments.
HousingWire also reported from the call that Better has about 45 days to submit a plan to address a board-related Nasdaq requirement and 180 days to cure it, and that the company expects to add directors. In parallel, Better announced on 5 October progress towards a proposed sale of Birmingham Bank, for which a buyer consortium has placed £10 million in escrow, HousingWire reported. The deal requires regulatory approval and other closing conditions. Garg estimated that the sale could release about US$65 million of cash, depending on the loan book and operations, that combined cash would then exceed US$140 million, and that it would close in three to four months; he said he did not expect the company to need new capital over the next 12 months.
Garg said Better would pursue a share repurchase programme as soon as practical, HousingWire reported. Whether the cost and revenue targets are met will show in the company's quarterly results.
Kooky, from Shaka
Kooky edits Agents Estate and builds Shaka, the payment router he made for real estate professionals. One payment comes in, and every agent, agency and party in the deal receives their signed share on closing date.
