Garg Group Claims 46% Shareholder Backing in Better Board Fight
The battle for control of Better Home & Finance Holding Company is entering a critical stage after founder and former CEO Vishal Garg said holders representing more than 46% of the company’s voting power have already submitted written consents supporting his campaign to remove five directors.
The announcement, made by the Garg Group on September 21, comes ahead of its latest October 2, 2026 target for submitting written consents. The group is seeking to remove directors Daniel Lewis, Harit Talwar, Arnaud Massenet, Bhaskar Menon and Prabhu Narasimhan from Better’s board.
The 46% figure is a claim by the Garg Group rather than a completed change in board control. Under the consent process, a majority of Better's outstanding voting power must deliver valid, unrevoked consents for the proposals to take effect.
That leaves the dispute focused on whether Garg can convert the reported support into enough valid consents before the legal deadline and overcome the company's counter-campaign.
What the Garg Group Is Trying to Change
Garg, who founded Better and previously served as its CEO, is attempting to remove five members of the current board through a written-consent solicitation.
The group argues that Better needs a different strategic direction and that the board should be reconstituted to focus on profitability, cost transformation and a long-term CEO search. Garg has also proposed three potential independent director candidates: Bing Gordon, David Heidecorn and Steve Sarracino.
Importantly, the proposed director candidates have expressed willingness to serve, but the consent process itself would not automatically appoint them. Their eventual appointment would depend on the applicable board approval process after any successful removals.
The Garg Group itself owns approximately 11.5% of Better's outstanding voting stock according to its August 27 consent materials. Earlier filings had shown a higher percentage because of changes in the reported outstanding voting stock.
The latest 46% figure therefore represents the broader shareholder support Garg says his campaign has accumulated, rather than Garg's personal ownership.
Why the 46% Figure Matters
A written-consent campaign differs from a conventional shareholder meeting.
Better's voting structure gives Class A shares one vote per share and Class B shares three votes per share. As of the August 21 record date, the company had 13,256,037 Class A shares and 4,316,928 Class B shares outstanding and entitled to vote.
The consent materials state that at least 13,103,411 votes, representing a majority of the outstanding voting power, must be represented by properly completed and unrevoked consents for the proposals to become effective.
That makes the claimed 46% support significant, but it is not the same as having secured the required majority.
Garg still needs additional support, and previously submitted consents can also become relevant to the final count depending on whether they remain valid and unrevoked.
The consent process has also been extended several times, adding another layer of uncertainty to the dispute.
Better's Board Is Fighting Back
Better's Special Committee has rejected Garg's campaign and has urged shareholders to revoke or withhold support for the green consent card.
The company has filed its own consent-revocation materials and has argued that the current management team and board are implementing a strategy aimed at improving the company's performance.
Better says its strategy includes targeted cost reductions, diversification of refinancing exposure and a focused product roadmap. The company has also been working on the sale of its U.K.-based bank and preparing a wholesale mortgage program powered by TinmanGo.
This creates two competing narratives for shareholders.
Garg argues that the company needs a change in board composition and a return to a strategy associated with his leadership. Better's Special Committee argues that the company is already making operational progress under its current leadership and that replacing a majority of directors could disrupt that work.
Proxy Advisers Have Added Another Layer
The board fight has attracted recommendations from major proxy advisory firms.
Institutional Shareholder Services (ISS) recommended that shareholders not provide consent to Garg's proposals and instead revoke previously submitted support through Better's white consent-revocation card.
Glass Lewis subsequently reached the same broad conclusion, recommending that shareholders oppose Garg's campaign to remove a majority of the board. Its September 15 report was cited by Better's Special Committee in its September 16 announcement.
Garg has disputed the interpretation of the Glass Lewis report and separately highlighted findings he believes support concerns about Better's governance and leadership transition. His campaign also announced that Egan-Jones Proxy Services recommended shareholders support his proposals.
For investors, these conflicting recommendations demonstrate that the shareholder dispute is not simply about the size of Garg's reported support. The underlying debate concerns Better's past performance, current strategy, leadership and governance.
Better's Business Performance Is Central to the Fight
The board dispute cannot be separated from Better's financial history.
Better is an online mortgage and home-finance company whose business is sensitive to mortgage rates, refinancing activity, housing-market conditions and access to capital.
That makes the company's ability to control costs and generate sustainable revenue particularly important.
Garg's campaign has pointed to the company's share-price performance and argued that the current board has overseen significant value deterioration. Better's Special Committee has countered that Garg's own tenure included substantial losses and that shareholders should assess the company's current strategy rather than return to the previous leadership structure.
These are competing interpretations, and investors will need to distinguish documented financial results from the strategic arguments made by each side.
Why BETR Investors Should Pay Attention
For shareholders of Better Home & Finance Holding Company (Nasdaq: BETR), the outcome could affect more than board composition.
A successful consent campaign could lead to significant changes in board oversight and potentially influence management strategy.
If the existing board remains in place, the company's current turnaround strategy and search for permanent leadership would continue under the existing structure.
Either scenario could influence how investors assess Better's ability to improve profitability, manage funding and refinancing risks, develop its mortgage technology platform and compete in the digital lending market.
The uncertainty itself is also relevant. Prolonged governance disputes can consume management attention and create uncertainty around strategic decisions.
The October 2 Deadline Is the Next Major Catalyst
The Garg Group has set October 2, 2026 as its latest target date for submitting written consents.
However, the legal framework provides a longer window for valid consents. Better's consent materials state that properly completed and unrevoked consents must be delivered within 60 days of the earliest dated consent, which was August 21, 2026.
That means October 2 is a campaign target rather than necessarily the final legal deadline.
The most important development will be whether the claimed 46% support can be verified through valid consents and whether Garg can reach the required majority after accounting for any revocations.
What Investors Should Watch Next
BETR shareholders should focus on several developments over the coming weeks:
- The number of valid and unrevoked consents actually delivered to Better
- Whether the Garg Group reaches the required majority
- Any further changes to the consent deadline
- Additional filings with the SEC
- Responses from Better's Special Committee
- Proxy-adviser updates or revised recommendations
- Progress in Better's CEO search
- Cost reductions and operating performance
- Mortgage origination and refinancing trends
- Any changes to the proposed director slate
The final outcome will depend on the voting power represented by valid consents, not simply the percentage cited in campaign announcements.
Conclusion
The Better Home & Finance board fight has entered a more consequential phase after Vishal Garg's group claimed that shareholders representing more than 46% of Better's voting power have already supported its effort to remove five directors.
That figure puts the campaign closer to the majority required under the consent process, but it does not yet establish that the board changes will occur. Better's Special Committee continues to oppose the campaign, while ISS and Glass Lewis have recommended that shareholders oppose Garg's proposals.
For investors, the next key event is the verification and delivery of valid, unrevoked consents ahead of the October 2 target. The eventual result could have important implications for Better's board composition, leadership strategy and efforts to improve the company's financial performance.
This article is for informational and educational purposes only and should not be considered investment advice.
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