Finance of America Companies Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
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Item 5. Other Information
Amended and Restated Repurchase Agreement
On November 13, 2025, the Company entered into 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 the First Closing and the Second Closing. At the First Closing, the Company will repurchase the First Closing Sold Equity on the earlier of (i) 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 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, as was contemplated in the Repurchase Agreement. However, such price for the Class A Common Stock and the 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 customary conditions and the First Closing is subject to the receipt of a customary opinion. The Closings are no longer subject to the condition set forth in the Repurchase Agreement that, without the Company’s prior written consent, the Repurchase may not occur prior to the date that is 105 days after the entry into the Repurchase Agreement.
Like the Repurchase Agreement, the Amended and Restated Repurchase Agreement includes certain interim operating covenants during the pendency of the Amended and Restated Repurchase Agreement. The Amended and Restated Repurchase Agreement also contains certain termination rights for the Company and the Blackstone Investor, including the right of the Blackstone Investor to 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, 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, and any Sold Equity so transferred will reduce the amount repurchased by the Company under the Amended and Restated Repurchase Agreement.
Form of Class B Unit Grant Notice and Class B Unit Agreement; Amendment to Amended and Restated Limited Liability Company Agreement of FOA Equity; Grant of Incentive Units
On November 12, 2025, upon the recommendation of the Compensation Committee and pursuant to the Finance of America Companies Inc. 2021 Omnibus Incentive Plan, the Board of Directors of the Company adopted the form of Class B Unit Grant Notice and Class B Unit Agreement attached as Exhibit 10.9 to this Form 10-Q. The “Incentive Units” contemplated by such form are a new class of units of FOA Equity designated as “Class B Units” that automatically convert into Class A LLC Units upon vesting. On November 12, 2025, the Board of Managers of FOA Equity adopted a corresponding amendment to the Amended and Restated Limited Liability Company Agreement of FOA Equity to provide for such Class B Units, attached as Exhibit 10.8 to this Form 10-Q.
The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Finance of America Companies Inc. 2021 Omnibus Incentive Plan), subject to the officer’s continued employment on the vesting date (unless the officer was terminated without Cause (as defined in the Finance of America Companies Inc. 2021 Omnibus Incentive Plan) or for a Good Reason (as defined in the form of Class B Unit Grant Notice and Class B Unit Agreement) or is no longer employed due to the officer’s death, disability, or, at the discretion of the Board of Directors of the Company, retirement). Upon vesting, the Incentive Units will convert into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Company’s Class A Common Stock as of the vesting date over the closing price of the Company’s Class A Common Stock on the date of grant. Upon vesting and converting into Class A LLC Units, each such Class A LLC Unit will be immediately exchangeable for a share of the Company’s Class A Common Stock on a 1:1 basis. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant.
Additionally, on November 12, 2025, upon the recommendation of the Compensation Committee, the Board of Directors granted Incentive Units to certain officers of the Company, in recognition of their leadership and service to the Company. Grants were made to the Company’s named executive officers and chief financial officer in the amounts set forth below pursuant to the Finance of America Companies Inc. 2021 Omnibus Incentive Plan and the form of Class B Unit Grant Notice and Class B Unit Agreement.
| Officer | Title | Number of Incentive Units |
|---|---|---|
| Graham A. Fleming | Chief Executive Officer | 700,000 |
| Kristen N. Sieffert | President | 400,000 |
| Matthew A. Engel | Chief Financial Officer | 50,000 |
| Jeremy E. Prahm | Chief Investment Officer | 700,000 |
Trading Plans
During the quarter ended September 30, 2025, none of our directors or Section 16 officers informed us of theadoption, modification, ortermination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
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