Finance of America Companies Inc.

Previous wording

In addition to the other information included in this Form 10-Q, you should carefully consider the factors discussed in “Item 1A. Risk Factors” included in the Form 10-K/A, as well as the factors identified under “Forward-Looking Statements” prior to the beginning of Part I, Item 1 of this Form 10-Q and the items identified in “Other Recent Events” within Part I, Item 2 of this Form 10-Q and as may be updated in subsequent filings with the SEC, which could materially affect the Company’s business, financial condition, or future results. The risks described in the Form 10-K/A and this Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. Except as set forth below, there have been no material changes to the risk factors included in the Form 10-K/A.

Current wording

In addition to the other information included in this Form 10-Q, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” included in the Form 10-K/A, as well as the factors identified under “Forward-Looking Statements” prior to the beginning of Part I, Item 1 of this Form 10-Q and the items identified in “Other Recent Events” within Part I, Item 2 of this Form 10-Q and as may be updated in subsequent filings with the SEC, which could materially affect the Company’s business, financial condition, or future results. The risks described in the Form 10-K/A and this Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. Except as set forth below, there have been no material changes to the risk factors included in the Form 10-K/A.

Previous wording

As previously disclosed, on August 4, 2025, the Company entered into the Repurchase Agreement, pursuant to which the Company will purchase all of the Blackstone Investor’s shares of Class A Common Stock, shares of Class B Common Stock, Class A LLC Units, and rights to receive shares of Class A Common Stock and Class A LLC Units pursuant to the Transaction Agreement, dated as of October 12, 2020, filed as Exhibit 2.1 of this Form 10-Q (the “Earnout Rights” and, together with such shares of Class A Common Stock, shares of Class B Common Stock, and Class A LLC Units, the “Sold Equity”). Each share of Class A Common Stock and each Class A LLC Unit will be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights will be purchased for no consideration, for total consideration of $80,298,170. The closing of the Repurchase is subject to the satisfaction of various conditions, including, among other things: (i) the receipt of a customary opinion; (ii) the accuracy of the other party’s representations and warranties (subject to certain materiality qualifiers); (iii) the other party’s compliance in all material respects with its pre-closing covenants; and (iv) the absence of any law that enjoins, restrains, or otherwise prohibits or makes illegal the consummation of the Repurchase. While it is currently anticipated that the Repurchase will be consummated in the fourth quarter of 2025, there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied.

Current wording

On November 13, 2025, the Company entered into an amended and restated version of the Repurchase Agreement with FOA Equity and the Blackstone Investor (the “Amended and Restated Repurchase Agreement”), filed as Exhibit 10.1 to this Form 10-Q. Pursuant to the Amended and Restated Repurchase Agreement, the consummation of the Repurchase is expected to occur across two closings, referred to as the “First Closing” and the “Second Closing” (each, a “Closing”). At the First Closing, the Company will repurchase at least 50% of the Sold Equity (the “First Closing Sold Equity”) on the earlier of (i) December 4, 2025 (the “Initial Outside Date”) and (ii) the third business day following the satisfaction or waiver of conditions precedent set forth in the Amended and Restated Repurchase Agreement. At the Second Closing, the Company will repurchase the remaining Sold Equity not repurchased at the First Closing (the “Second Closing Sold Equity”) no later than February 27, 2026. Each share of Class A Common Stock and each Class A LLC Unit will be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights will be purchased for no consideration. However, such price for the Class A Common Stock and Class A LLC Units will, for the Second Closing Sold Equity (and if the First Closing has not occurred on or prior to the Initial Outside Date, for all Sold Equity) increase by a fixed per annum rate equal to 15.00% accruing monthly. Further, if the First Closing does not occur on or prior to the Initial Outside Date, the purchase price will automatically increase by a premium of $10,037,271.20, which amount will be immediately due and payable upon the First Closing (or at the first time any Sold Equity is repurchased under the Amended and Restated Repurchase Agreement). Each Closing is subject to the satisfaction of various conditions, including, among other things: (i) in the case of the First Closing, the receipt of a customary opinion; (ii) the accuracy of the other party’s representations and warranties (subject to certain materiality qualifiers); (iii) the other party’s compliance in all material respects with its pre-Closing covenants; and (iv) the absence of any law that enjoins, restrains, or otherwise prohibits or makes illegal the consummation of the Repurchase. While it is currently anticipated that the First Closing will occur on or prior to the Initial Outside Date and the Second Closing will occur on or prior to February 27, 2026, there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied.

Previous wording

Further, the Blackstone Investor may terminate the Repurchase Agreement if the Repurchase has not been consummated by December 6, 2025 (the “Initial Outside Date”), and we may also terminate the Repurchase Agreement if the Repurchase has not been consummated by February 28, 2026 (the “Extended Outside Date”). In addition, the parties may terminate the Repurchase Agreement (i) by mutual written consent; (ii) if any governmental entity has issued a final and non-appealable order, decree or ruling, or taken any other final and non-appealable action restraining, enjoining, or otherwise prohibiting the Repurchase; or (iii) if the other party has breached its representations or warranties or covenants or agreements in a way that would prevent satisfaction of a closing condition and such breach cannot be cured (if capable of being cured) within 30 days following the receipt of written notice of such breach. In addition, in the event the closing of the Repurchase has not been consummated by the Initial Outside Date, the Blackstone Investor may sell up to all of the Sold Equity to one or more third parties, in which case the Company would not be able to purchase the Sold Equity sold to such third parties. As a result, the occurrence of the aforementioned items could adversely affect our stock price, business, financial condition, and results of operations.

Current wording

Further, the Blackstone Investor may terminate the Amended and Restated Repurchase Agreement if the First Closing has not occurred on or prior to the Initial Outside Date or if the Second Closing has not occurred on or prior to February 27, 2026. In addition, the parties may terminate the Repurchase Agreement (i) by mutual written consent; (ii) if any governmental entity has issued a final and non-appealable order, decree or ruling, or taken any other final and non-appealable action restraining, enjoining, or otherwise prohibiting the Repurchase; or (iii) if the other party has breached its representations or warranties or covenants or agreements in a way that would prevent satisfaction of a closing condition and such breach cannot be cured (if capable of being cured) within 30 days following the receipt of written notice of such breach. In addition, if the First Closing has not occurred on or prior to the Initial Outside Date or if the Second Closing has not occurred on or prior to February 27, 2026, the Blackstone Investor will have the right to transfer its Sold Equity to unaffiliated third parties, in which case the Company would not be able to purchase the Sold Equity sold to such third parties. As a result, the occurrence of the aforementioned items could adversely affect our stock price, business, financial condition, and results of operations.