Finance of America Companies Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
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Item 8. Financial Statements and Supplementary Data
| Index to Consolidated Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Philadelphia, PA PCAOB ID#243) | 95 |
| Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 | 97 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | 99 |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 and 2024 | 101 |
| Consolidated Statements of Equity for the Years Ended December 31, 2025 and 2024 | 102 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | 104 |
| Notes to Consolidated Financial Statements | 106 |
Shareholders and Board of Directors
Plano, Texas
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Finance of America Companies Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Certain Reverse Mortgage Loans and Related Obligations
The Company’s balance of reverse mortgage loans classified as Loans held for investment, subject to nonrecourse debt, at fair value, was $10.0 billion, and Loans held for investment, at fair value, was $870 million as of December 31, 2025. The Company’s balance of Nonrecourse debt, at fair value, was $9.7 billion as of December 31, 2025. As described in Notes 2, 5, 6 and 9 to the Company’s consolidated financial statements, these amounts include non-agency reverse mortgage loans and nonrecourse debt associated with non-agency reverse mortgage loans. The Company has elected to account for these assets and liabilities at fair value and determines the fair value by estimating the fair value of future cash flows associated with the assets and liabilities.
The fair value of these non-agency reverse mortgage loans and the related obligations are classified as Level 3 in the valuation hierarchy, and a significant unobservable assumption used in the valuation of the non-agency reverse mortgage loans and related obligations is the credit spread component of the discount rates.
We have identified the credit spread component of the discount rates used in the valuation of these non-agency reverse mortgage loans and related obligations as a critical audit matter. Significant judgments were made by management in determining the credit spread component of the discount rates. Auditing the credit spread component of the discount rates involved especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including specialized skills or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
Testing the design, implementation and operating effectiveness of certain controls relating to the determination and evaluation of the discount rates, including the credit spread component of the discount rates, used in the valuation of these non-agency reverse mortgage loans and related obligations.
Utilizing personnel with specialized skill and knowledge in valuation to assist in assessing the reasonableness of the methodology utilized by management to determine the discount rates, including the basis for the credit spread component of the discount rates.
Assessing the reasonableness of the credit spread component by (i) testing the completeness and accuracy of the underlying transactional details and information used by management to determine the change in the credit spread, and (ii) validating the arithmetic accuracy of the calculation of the credit spread utilized in the determination of the discount rates.
Assessing the reasonableness of the credit spread component of the discount rates by comparing the credit spread utilized to credit spreads implied by a transaction occurring after the measurement date.
/s/ BDO USA, P.C.
We have served as the Company’s auditor since 2021.
Philadelphia, Pennsylvania
March 13, 2026
Finance of America Companies Inc.Consolidated Statements of Financial Condition(in thousands, except share data)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Cash and cash equivalents | $89,503 | $47,383 |
| Restricted cash | 235,143 | 254,585 |
| Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities (“HMBS”) related obligations, at fair value | 19,135,403 | 18,669,962 |
| Loans held for investment, subject to nonrecourse debt, at fair value | 10,026,177 | 9,288,403 |
| Loans held for investment, at fair value | 870,081 | 520,103 |
| Intangible assets, net | 179,615 | 216,342 |
| Other assets, net (includes $76,146 and $43,861 at fair value) | 197,376 | 157,261 |
| Assets of discontinued operations | — | 2,451 |
| TOTAL ASSETS | $30,733,298 | $29,156,490 |
| LIABILITIES AND EQUITY | ||
| HMBS related obligations, at fair value | $18,912,226 | $18,444,370 |
| Nonrecourse debt, at fair value | 9,736,493 | 8,954,068 |
| Other financing lines of credit | 1,187,699 | 918,247 |
| Notes payable (includes $53,800 and $0 at fair value, and includes amounts due to related parties of $87,126 and $162,283) | 329,929 | 374,511 |
| Payables and other liabilities (includes $12,547 and $16,684 at fair value) | 130,729 | 137,953 |
| Repurchase agreement obligation | 40,595 | — |
| Liabilities of discontinued operations | — | 11,677 |
| TOTAL LIABILITIES | 30,337,671 | 28,840,826 |
| Commitments and Contingencies (Note 15) | ||
| EQUITY (Note 26) | ||
| Preferred Stock, $0.0001 par value; 600,000,000 shares authorized; 50,000 and 0 shares issued and outstanding | — | — |
| Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 9,921,336 and 10,360,299 shares issued, and 7,899,344 and 9,934,449 shares outstanding | 1 | 1 |
| Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 14 and 15 shares issued, and 12 and 15 shares outstanding | — | — |
| Additional paid-in capital | 977,816 | 954,469 |
| Accumulated deficit | (653,660) | (698,895) |
| Accumulated other comprehensive loss | (285) | (276) |
| Noncontrolling interest | 71,755 | 60,365 |
| TOTAL EQUITY | 395,627 | 315,664 |
| TOTAL LIABILITIES AND EQUITY | $30,733,298 | $29,156,490 |
Finance of America Companies Inc.Consolidated Statements of Financial Condition(in thousands)
The following table presents the assets and liabilities of the Company’s consolidated variable interest entities (“VIEs”), which are included in the Consolidated Statements of Financial Condition above, and excludes retained bonds and beneficial interests that eliminate in consolidation.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Restricted cash | $227,489 | $248,905 |
| Loans held for investment, subject to nonrecourse debt, at fair value | 9,630,812 | 8,904,303 |
| Loans held for investment, at fair value | 432,724 | 168,641 |
| Other assets, net (includes $11,838 and $0 at fair value) | 80,738 | 53,400 |
| TOTAL ASSETS | $10,371,763 | $9,375,249 |
| LIABILITIES | ||
| Nonrecourse debt, at fair value | $9,359,493 | $8,588,301 |
| Other financing lines of credit | 313,699 | 136,157 |
| Payables and other liabilities | 3,784 | 1,277 |
| TOTAL LIABILITIES | $9,676,976 | $8,725,735 |
| NET CARRYING VALUE OF ASSETS IN VIEs | $694,787 | $649,514 |
Finance of America Companies Inc.Consolidated Statements of Operations(in thousands, except share data)
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| PORTFOLIO INTEREST INCOME | ||
| Interest income | $1,919,970 | $1,905,214 |
| Interest expense | (1,659,210) | (1,637,286) |
| NET PORTFOLIO INTEREST INCOME | 260,760 | 267,928 |
| OTHER INCOME (EXPENSE) | ||
| Net origination gains | 226,068 | 179,837 |
| Gains on securitization of home equity conversion mortgage (“HECM”) tails, net | 45,365 | 45,535 |
| Fair value changes from model amortization | (153,656) | (201,101) |
| Fair value changes from market inputs or model assumptions | 146,963 | 55,924 |
| Net fair value changes on loans and related obligations | 264,740 | 80,195 |
| Fee income | 29,494 | 29,546 |
| Non-funding interest income (expense), net | (57,562) | 16,695 |
| NET OTHER INCOME (EXPENSE) | 236,672 | 126,436 |
| TOTAL REVENUES | 497,432 | 394,364 |
| EXPENSES | ||
| Salaries, benefits, and related expenses | 145,770 | 138,360 |
| Loan production and portfolio related expenses | 54,303 | 36,205 |
| Loan servicing expenses | 31,162 | 31,323 |
| Marketing and advertising expenses | 48,608 | 39,429 |
| Amortization and depreciation | 38,595 | 38,947 |
| General and administrative expenses | 51,093 | 59,462 |
| TOTAL EXPENSES | 369,531 | 343,726 |
| IMPAIRMENT OF OTHER ASSETS | — | (891) |
| OTHER, NET | (14,804) | (6,931) |
| NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 113,097 | 42,816 |
| Provision for income taxes from continuing operations | 3,519 | 2,398 |
| NET INCOME FROM CONTINUING OPERATIONS | 109,578 | 40,418 |
| NET LOSS FROM DISCONTINUED OPERATIONS | (6,539) | (4,727) |
| NET INCOME | 103,039 | 35,691 |
| Net income from continuing operations attributable to noncontrolling interest | 61,355 | 22,922 |
| Net loss from discontinued operations attributable to noncontrolling interest | (3,551) | (2,719) |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST | 48,223 | 17,496 |
| NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST | (2,988) | (2,008) |
| NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | 45,235 | 15,488 |
| Preferred Stock dividends | 196 | — |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO HOLDERS OF CLASS A COMMON STOCK | $48,027 | $17,496 |
Finance of America Companies Inc.Consolidated Statements of Operations(in thousands, except share data)
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| EARNINGS PER SHARE (Note 25) | ||
| Basic weighted average shares outstanding | 9,537,237 | 9,850,903 |
| Basic earnings per share from continuing operations | $5.04 | $1.78 |
| Basic earnings per share | $4.72 | $1.57 |
| Diluted weighted average shares outstanding | 26,930,745 | 23,406,233 |
| Diluted earnings per share from continuing operations | $3.94 | $1.36 |
| Diluted earnings per share | $3.74 | $1.18 |
Finance of America Companies Inc. Consolidated Statements of Comprehensive Income(in thousands)
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| NET INCOME | $103,039 | $35,691 |
| COMPREHENSIVE LOSS ITEM: | ||
| Impact of foreign currency translation adjustment | (9) | (27) |
| TOTAL COMPREHENSIVE INCOME | 103,030 | 35,664 |
| Less: Comprehensive income attributable to noncontrolling interest | 57,799 | 20,187 |
| COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | $45,231 | $15,477 |
Finance of America Companies Inc. Consolidated Statements of Equity(in thousands, except share data)
| Common Stock · Additional Paid-in Capital · Retained Earnings (Accumulated Deficit) · Accumulated Other Comprehensive Loss | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Noncontrolling Interest | ||||||||||
| Shares · Amount · Shares · Amount · Class A LLC Units · Amount · Total Equity | ||||||||||
| Balance at December 31, 2023 | 9,634,074 | $1 | 15 | $— | $946,938 | $(714,383) | $(249) | 13,297,081 | $40,100 | $272,407 |
| Net income | — | — | — | — | — | 15,488 | — | — | 20,203 | 35,691 |
| Noncontrolling interest distributions | — | — | — | — | — | — | — | — | (100) | (100) |
| Equity-based compensation, net (Note 16 - Equity-Based Compensation) | — | — | — | — | 8,418 | — | — | — | 394 | 8,812 |
| Conversion of Class A LLC Units for Class A Common Stock (Note 26 - Equity) | 205 | — | — | — | — | — | — | (205) | — | — |
| Settlement of long-term incentive plan (“LTIP”) restricted stock units (“RSUs”), net (Note 26 - Equity) | 110,949 | — | — | — | 232 | — | — | (110,949) | (232) | — |
| Settlement of other RSUs | 330,314 | — | — | — | — | — | — | — | — | — |
| Cancellation of shares to fund employee tax withholdings (Note 26 - Equity) | (141,093) | — | — | — | (1,119) | — | — | — | — | (1,119) |
| Issuance of Class A LLC Units (Note 26 - Equity) | — | — | — | — | — | — | — | 705,841 | — | — |
| Foreign currency translation adjustment | — | — | — | — | — | — | (27) | — | — | (27) |
| Balance at December 31, 2024 | 9,934,449 | $1 | 15 | $— | $954,469 | $(698,895) | $(276) | 13,891,768 | $60,365 | $315,664 |
Finance of America Companies Inc. Consolidated Statements of Equity(in thousands, except share data)
| Common Stock · Additional Paid-in Capital · Retained Earnings (Accumulated Deficit) · Accumulated Other Comprehensive Loss | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock · Class A · Class B · Noncontrolling Interest | ||||||||||||
| Shares · Amount · Shares · Amount · Shares · Amount · Class A LLC Units · Amount · Total Equity | ||||||||||||
| Balance at December 31, 2024 | — | $— | 9,934,449 | $1 | 15 | $— | $954,469 | $(698,895) | $(276) | 13,891,768 | $60,365 | $315,664 |
| Net income | — | — | — | — | — | — | — | 45,235 | — | — | 57,804 | 103,039 |
| Noncontrolling interest distributions | — | — | — | — | — | — | — | — | — | — | (294) | (294) |
| Equity-based compensation, net (Note 16 - Equity-Based Compensation) | — | — | — | — | — | — | 7,532 | — | — | — | 2,629 | 10,161 |
| Conversion of Class A LLC Units for Class A Common Stock (Note 26 - Equity) | — | — | 775,025 | — | — | — | 5,114 | — | — | (775,025) | (5,114) | — |
| Settlement of RSUs (Note 16 - Equity-Based Compensation) | — | — | 566,700 | — | — | — | — | — | — | — | — | — |
| Cancellation of shares to fund employee tax withholdings (Note 26 - Equity) | — | — | (184,546) | — | — | — | (3,950) | — | — | — | — | (3,950) |
| Repurchase agreement (Note 23 - Related Party Transactions) | — | — | (3,192,284) | — | (2) | — | (34,467) | — | — | (4,837,533) | (45,831) | (80,298) |
| Issuance of Class A LLC Units (Note 26 - Equity) | — | — | — | — | — | — | — | — | — | 102,611 | 2,196 | 2,196 |
| Issuance of Preferred Stock, net of issuance costs (Note 26 - Equity) | 50,000 | — | — | — | — | — | 49,314 | — | — | — | — | 49,314 |
| Dividends declared on Preferred Stock (Note 26 - Equity) | — | — | — | — | — | — | (196) | — | — | — | — | (196) |
| Class B share retirement (Note 26 - Equity) | — | — | — | — | (1) | — | — | — | — | — | — | — |
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | (9) | — | — | (9) |
| Balance at December 31, 2025 | 50,000 | $— | 7,899,344 | $1 | 12 | $— | $977,816 | $(653,660) | $(285) | 8,381,821 | $71,755 | $395,627 |
Finance of America Companies Inc.Consolidated Statements of Cash Flows(in thousands)
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Operating Activities | ||
| Net income | $103,039 | $35,691 |
| Adjustments to reconcile net income to net cash used in operating activities: | ||
| Change in fair value of loans and related obligations | (584,180) | (408,754) |
| Amortization and depreciation | 38,595 | 38,947 |
| Amortization of debt discount and issuance costs on notes payable | 19,026 | 2,999 |
| Impairment of other assets | — | 891 |
| Deferred income taxes | (3,519) | (2,411) |
| Change in fair value of deferred purchase price liabilities | (2,931) | 7,966 |
| Change in fair value of convertible notes | 13,800 | — |
| Equity-based compensation | 10,161 | 8,812 |
| Originations/purchases of loans held for sale | (75,362) | (9,877) |
| Proceeds from sale of loans held for sale | 53,719 | 10,971 |
| Gain on the exchange of senior notes | — | (56,193) |
| Changes in operating assets and liabilities: | ||
| Other assets, net | 5,773 | 33,437 |
| Payables and accrued expenses | (11,020) | (95,562) |
| Other operating activities, net | 3,153 | 9,268 |
| Net cash used in operating activities | (429,746) | (423,815) |
| Investing Activities | ||
| Purchases and originations of loans held for investment | (3,322,290) | (2,870,747) |
| Proceeds/payments received on loans held for investment | 3,121,623 | 2,256,238 |
| Purchases and originations of loans held for investment, subject to nonrecourse debt | (24,735) | (41,134) |
| Proceeds/payments on loans held for investment, subject to nonrecourse debt | 1,085,448 | 988,337 |
| Proceeds on sale of mortgage servicing rights (“MSR”) | — | 5,516 |
| Proceeds from sale of businesses | — | 3,000 |
| Other investing activities, net | (5,159) | (298) |
| Net cash provided by investing activities | 854,887 | 340,912 |
| Financing Activities | ||
| Proceeds from issuance of HMBS related obligations | 2,006,384 | 2,003,170 |
| Payments on HMBS related obligations | (2,654,729) | (2,253,476) |
| Proceeds from issuance of nonrecourse debt | 4,991,431 | 3,177,025 |
| Payments on nonrecourse debt | (4,942,510) | (2,771,862) |
| Proceeds from other financing lines of credit | 5,440,354 | 5,832,530 |
| Payments on other financing lines of credit | (5,170,902) | (5,842,762) |
| Proceeds from notes payable | 40,000 | 25,825 |
| Payments on notes payable | (117,408) | — |
| Repurchase of Class A Common Stock and Class A LLC Units | (40,149) | — |
| Proceeds from issuance of Preferred Stock, net of issuance costs | 49,314 | — |
| Dividends paid on Preferred Stock | (196) | — |
| Other financing activities, net | (4,043) | (10,353) |
| Net cash provided by (used in) financing activities | (402,454) | 160,097 |
Finance of America Companies Inc.Consolidated Statements of Cash Flows(in thousands)
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Effect of exchange rate changes on cash and cash equivalents | (9) | (27) |
| Net increase in cash and cash equivalents and restricted cash | 22,678 | 77,167 |
| Cash and cash equivalents and restricted cash, beginning of period | 301,968 | 224,801 |
| Cash and cash equivalents and restricted cash, end of period | $324,646 | $301,968 |
| Cash and cash equivalents | $89,503 | $47,383 |
| Restricted cash | 235,143 | 254,585 |
| Total cash and cash equivalents and restricted cash, end of period | $324,646 | $301,968 |
| Supplementary Cash Flows Information | ||
| Cash paid for interest | $625,125 | $432,937 |
| Loans transferred to loans held for sale, at fair value, from loans held for investment, subject to nonrecourse debt, at fair value | 133,534 | — |
| Loans transferred to loans held for sale, at fair value, from loans held for investment, at fair value | 52,443 | 5,424 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Organization and Description of Business
Finance of America Companies Inc. (“we,” “us,” “our,” “FOA,” or the “Company”) is a financial services holding company which, through its operating subsidiaries, is a leading provider of home equity-based financing solutions for a modern retirement. In addition, FOA offers capital markets and portfolio management capabilities primarily to optimize the distribution of its originated loans to investors.
FOA was incorporated in Delaware on October 9, 2020 and became a publicly-traded company on the New York Stock Exchange (the “NYSE”) in April 2021, with trading beginning on April 5, 2021. On August 15, 2025, FOA’s Class A Common Stock (the “Class A Common Stock”) also began trading on NYSE Texas, Inc. FOA continues to maintain its primary listing on the NYSE and trades under the same “FOA” ticker symbol on both exchanges.
FOA has a controlling financial interest in Finance of America Equity Capital LLC (“FOA Equity”). FOA Equity owns all of the outstanding equity interests in Finance of America Funding LLC (“FOAF”). FOAF wholly owns Finance of America Holdings LLC (“FAH”) and Incenter LLC (“Incenter” and collectively, with FOA Equity, FOAF, and FAH, known as “holding company subsidiaries”).
The Company, through its FAH holding company subsidiary, operates a lending company, Finance of America Reverse LLC (“FAR”). Through FAR, the Company originates, acquires, and services HECM loans, which are originated pursuant to the Federal Housing Administration (the “FHA”) HECM program and are insured by the FHA, and non-agency reverse mortgage loans, which are not insured by the FHA. The Company, through its Incenter holding company subsidiary, has operating service companies (the “operating service subsidiaries” and together with FAR, the “operating subsidiaries”) that provide capital markets and portfolio management capabilities.
- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements comprise the financial statements of FOA and its controlled subsidiaries. The consolidated financial statements have been prepared in accordance with United States of America (the “U.S.”) generally accepted accounting principles (“GAAP”) pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the consolidated financial statements in accordance with U.S. GAAP.
The significant accounting policies, together with the other Notes to Consolidated Financial Statements, are an integral part of the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates regarding loans held for investment, HMBS related obligations, and nonrecourse debt are particularly subject to change. Actual results may differ from those estimates and assumptions due to factors such as changes in the economy, interest rates, secondary market pricing, prepayment assumptions, home prices, or discrete events affecting specific borrowers, and such differences could be material.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its controlled subsidiaries, and certain VIEs where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary.
Asset Acquisitions and Business Combinations
As of the acquisition date, the Company evaluates acquisitions to determine whether the Company has acquired a business or a group of assets. The evaluation includes a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The
Finance of America Companies Inc.Notes to Consolidated Financial Statements
results of this evaluation impact whether the Company accounts for an acquisition under business combination or asset acquisition guidance.
If the screen test is met, the acquisition is not considered to be a business, and is instead accounted for as an asset acquisition. Asset acquisitions are measured following a cost accumulation and allocation model, whereby the costs to acquire the assets, including transaction costs, are accumulated and then allocated to the individual assets and liabilities acquired based upon their estimated fair values. No goodwill or bargain purchase gain is recognized in an asset acquisition.
Discontinued Operations and Assets Held for Sale
The Company classifies assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.
We classify operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that has had or will have a major effect on our operations and financial results. The Company considers a component of the entity that is being exited to be discontinued operations when all operations, including wind-down operations, cease. Refer to Note 3 - Discontinued Operations for additional information.
VIEs
The Company has been the transferor in connection with securitizations or asset-backed financing arrangements with special purpose entities (“SPEs”), in which the Company has continuing involvement with the underlying transferred financial assets. The Company’s continuing involvement includes acting as servicer for the mortgage loans transferred and retaining beneficial interests in the SPE to which the assets were transferred.
The Company evaluates its interests in each SPE for classification as a VIE. When an SPE meets the definition of a VIE and the Company determines that it is the VIE’s primary beneficiary, the Company includes the SPE in its consolidated financial statements.
The beneficial interests held consist of residual securities that were retained at the time of securitization. These beneficial interests may obligate the Company to absorb losses of the VIE that could potentially be significant to the VIE, or affords the Company the right to receive benefits from the VIE that could potentially be significant to the VIE. In addition, when the Company acts as servicer of the transferred assets, the Company retains the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. When it is determined that the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the assets and liabilities of these VIEs are included in the consolidated financial statements of the Company. The Company reassesses its evaluation of an entity as a VIE upon the occurrence of certain reconsideration events as the primary beneficiary determination may change over time as interest in the VIE changes.
From time to time, the Company may purchase securities that were previously issued by consolidated trusts. Under these circumstances, we extinguish the outstanding debt and recognize gains or losses for the difference between the consideration paid and the carrying value of the debt. For the year ended December 31, 2025, the Company recognized gains of $38.8 million on extinguishment of debt related to these purchases. There wereno such gains or losses recognized for the year ended December 31, 2024. The gains or losses are recorded in Interest expense in the Consolidated Statements of Operations.
The Company elected the fair value option, which was applied to the nonrecourse debt issued by the consolidated VIE and to the loans that serve as collateral for the nonrecourse debt.
Refer to Note 4 - Variable Interest Entities and Securitizations for additional information.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. These investments are with high quality financial, governmental, or corporate institutions and potentially subject the Company to concentrations of credit risk.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Restricted Cash
Restricted cash includes amounts specifically designated to repay debt and provide over-collateralization within lines of credit and securitized nonrecourse debt obligations, custodial accounts related to the Company’s portfolio of mortgage loans serviced for investors, and funds deposited from prospective borrowers to cover out-of-pocket expenses incurred by the Company in connection with due diligence activities performed during the loan approval process. Certain funds deposited with the Company may be returned to the borrower at the time the loan funds or if the loan does not close. The Company records a liability for these amounts until the loan has closed or a cost has been incurred.
Loans Held for Investment, Subject to HMBS Related Obligations, at Fair Value
A HECM loan is a reverse mortgage loan available to homeowners aged 62 and over that allows conversion of a portion of the home’s equity into cash. The HECM loan terms do not have a defined maturity date or a scheduled repayment of principal and interest. Variable interest rates are tied to an index plus a margin that typically ranges up to three percentage points. Interest compounds over the life of the loan and is not paid by the borrower until the loan is repaid. HECM loans include a monthly mortgage insurance premium (“MIP”) that is payable to the FHA. The MIP amount is typically calculated as 1.25% of the mortgage balance for loans originated prior to October 2, 2017 and 0.5% for loans originated after October 2, 2017 and accretes to the borrower’s loan balance over the life of the loan. As the issuer, the Company is responsible for remitting the MIP to the FHA.
A maturity event will cause the loan to become due and payable. Maturity events include: borrower has passed away and the property is not the principal residence of at least one surviving borrower; borrower has sold or conveyed title of the property to a third-party; the property is no longer the principal residence of at least one borrower for reasons other than death; the borrower does not maintain the property as principal residence for a period exceeding 12 months; the borrower fails to pay property taxes and/or insurance and all attempts to rectify the situation have been exhausted; and the property is in disrepair and the borrower has refused or is unable to repair the property.
Once a loan has become due and payable, unsecuritized borrower advances cannot be placed into a Government National Mortgage Association (“Ginnie Mae”) HMBS. Generally, the Company recovers such advances (referred to as unpoolable tails) from borrowers, from proceeds of liquidation of collateral, or ultimate disposition of the loan, including conveyance of claims to the FHA.
If the loan is not paid within six months of the maturity event, the Company may proceed with foreclosure on the property. A loan may be satisfied by borrower repayment, sales or appraisal-based claim submissions to the U.S. Department of Housing and Urban Development (“HUD”), and/or foreclosure sale proceeds. If the Company sells the property within six months, it may file a sales-based claim with HUD to recover any shortfall between the sales price of the property and the outstanding loan balance. If the property is not sold within six months, the Company may file an appraisal-based claim with HUD to recover any shortfall between the appraised value and the outstanding loan balance. Once the appraisal-based claim is paid by HUD, any subsequent expenses or loss in the property’s value exposes the Company to additional losses that may not be eligible to be recouped through the filing of an additional HUD claim.
The Company has determined that HECM loans transferred under the current Ginnie Mae HMBS program do not meet the requirements for sale accounting and are not derecognized upon date of transfer. The Ginnie Mae HMBS program includes certain terms that do not meet the participating interest requirements and require or provide an option for the Company to reacquire the loans prior to maturity. Due to these terms, the transfer of the loans does not meet the requirements of sale accounting. As a result, the Company accounts for HECM loans transferred into HMBS as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations, along with the corresponding liability for the HMBS related obligations. No gains or losses are recognized on these transfers of HECM loans into HMBS.
Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid. In addition to having to fund repurchase of these loans out of Ginnie Mae HMBS, the Company also typically earns a lower interest rate and incurs certain non-reimbursable costs during the process of liquidating nonperforming loans. Loans purchased out of Ginnie Mae HMBS are recorded in Loans held for investment or Loans held for investment, subject to nonrecourse debt, in the Consolidated Statements of Financial Condition at their fair value reflective of proceeds of liquidation of collateral or ultimate disposition of the loan.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Loans held for investment, subject to HMBS related obligations, also include claims receivable that have been submitted to HUD awaiting reimbursement. These are recorded based on amounts that the Company expects to recover through outstanding claims.
The yield recognized on loans held for investment, subject to HMBS related obligations, is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. Through the servicing of HECM loans, the Company generates tails. Tails consist of subsequent borrower draws, mortgage insurance premiums, service fees, and other advances, which the Company is able to subsequently securitize. The fair value gains recognized on the securitization of tails are recorded in Gains on securitization of HECM tails, net, in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment, subject to HMBS obligations. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment, subject to HMBS related obligations.
Loans Held for Investment, Subject to Nonrecourse Debt, at Fair Value
Loans held for investment, subject to nonrecourse debt, at fair value, primarily consists of reverse mortgage loans that were securitized and serve as collateral for the issued nonrecourse debt, including non-agency reverse mortgages and HECM buyouts that were securitized into trusts that meet the definition of a VIE and were consolidated or did not qualify for true sale accounting. The Company has determined that it has both the power to direct the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
Non-agency reverse mortgage loans are designated for homeowners aged 55 and over, depending on the loan product and state that the homeowner resides in. The maximum non-agency loan amount is $4 million. Non-agency reverse mortgage loans are not insured by the FHA and will not be placed into a Ginnie Mae HMBS; however, the Company may transfer or pledge these assets as collateral for securitized nonrecourse debt obligations and other financing lines of credit.
The yield recognized on loans held for investment, subject to nonrecourse debt, is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment, subject to nonrecourse debt. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment, subject to nonrecourse debt.
Loans Held for Investment, at Fair Value
Loans held for investment, at fair value, primarily consists of certain reverse mortgage loans that the Company intends to hold to maturity. Reverse mortgage loans held for investment consists of originated or purchased HECM and non-agency reverse mortgage loans not yet securitized, unsecuritized tails, and certain HECM loans purchased out of Ginnie Mae HMBS.
HECM loans and tails that have not yet been securitized into HMBS consist primarily of newly-issued HECM loans that the Company has either originated or purchased, subsequent borrower draws, and amounts paid by the Company on the borrower’s behalf for MIP that have not yet been transferred to a Ginnie Mae securitization.
The Company, as an issuer of HMBS, is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the maximum claim amount (“MCA”) (referred to as HECM buyouts). The majority of performing loans are conveyed to HUD prior to the Company needing to finance the HECM buyouts. Nonperforming repurchased loans are generally liquidated through foreclosure, subsequent sale of the real estate owned, and claim submissions to HUD.
The yield recognized on loans held for investment is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. The difference between the cost basis of loans and their estimated fair value is recognized at time of origination in Net origination gains in the Consolidated Statements
Finance of America Companies Inc.Notes to Consolidated Financial Statements
of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment.
Loan origination fees represent an up-front fee charged to a borrower for processing the HECM loan or non-agency reverse mortgage loan application and are recorded in Fee income in the Consolidated Statements of Operations when received, which occurs upon the successful funding of the loan. Costs to originate loans are recognized as incurred and recorded in Loan production and portfolio related expenses in the Consolidated Statements of Operations.
Certain HECM and non-agency reverse mortgage loans originated or acquired by the Company include broker compensation or correspondent fees. These amounts are remitted to the mortgage broker or correspondent lender that acted as the intermediary for the reverse mortgage loan. Broker compensation and correspondent fees are recorded as part of Net origination gains in the Consolidated Statements of Operations.
Intangible Assets, Net
Intangible assets, net, consist of trade names and broker/customer relationships acquired through various asset acquisitions and business combinations and are recorded at their estimated fair value on the date of acquisition. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are evaluated for potential impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be fully recoverable. Amortization expense of definite-lived intangibles is included in Amortization and depreciation in the Consolidated Statements of Operations.
Intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for potential impairment or when indicators of a potential impairment are present. In the course of our evaluation of the potential impairment of such indefinite-lived assets, we may elect either a qualitative or a quantitative assessment. After assessing the events or circumstances, if we determine it is more likely than not that the fair value is greater than its carrying amount, we are not required to perform a quantitative impairment analysis. However, if we conclude otherwise, we then perform a quantitative impairment analysis. The Company performs its annual impairment testing as of October 1 and monitors for interim triggering events on an ongoing basis as events occur or circumstances change. Refer to Note 7 - Intangible Assets, Net, for additional information.
Other Assets, Net
Other assets, net, primarily consists of government guaranteed receivables, retained bonds, at fair value, loans held for sale, at fair value, receivables, net of allowance, right-of-use (“ROU”) assets, prepaid expenses, fixed assets, net, and other. Refer to Note 8 - Other Assets, Net, for additional information related to continuing operations.
Government Guaranteed Receivables
The Company accounts for foreclosed mortgage loans guaranteed by the government as a separate receivable. These are recorded at amounts the Company expects to receive from the liquidation of the underlying property and any expected claim proceeds from HUD for shortfall on liquidation proceeds.
Outstanding HUD claims associated with HECM loans that are collateral for issued and outstanding HMBS may be retained inside the HMBS while the associated HECM loan remains insured by HUD or a HUD claim is outstanding and the HECM loan has not yet reached 98% of the loan’s MCA. Subsequent to reaching 98% of the MCA, the Company must purchase the loan out of the HMBS.
Retained Bonds, at Fair Value
We have a residual interest that we retain in certain securitizations related to our unconsolidated VIEs. The yield recognized on retained bonds is based on the stated interest rates of the bonds and is recorded in Interest income in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Loans Held for Sale, at Fair Value
Loans held for sale, at fair value, primarily represents reverse mortgage loans originated and held by the Company until sold to the secondary market. The difference between the cost basis of loans and their expected margin on sale is recognized at time of origination in Net origination gains in the Consolidated Statements of Operations. Fair value changes after loan origination, but before loan sale, are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
Loans held for sale, at fair value, also include residential mortgage loans originated and held by the Company until sold to the secondary market. Residential mortgage loans had a fair value of $1.3 million and $3.5 million as of December 31, 2025 and 2024, respectively, and an unpaid principal balance (“UPB”) of $1.8 million and $4.3 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were $0.7 million and $1.6 million, respectively, in UPB of residential mortgage loans that were 90 days or more past due and on non-accrual status.
The Company elected the fair value option for all loans held for sale. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for sale.
Receivables, Net of Allowance
Receivables, net of allowance, are represented by amounts due from investors and other parties and are stated at amounts that the Company expects to collect. If the Company expects to collect less than 100% of the recorded receivable balances, an allowance for doubtful accounts is recorded based on the current expected credit loss methodology, which includes a combination of historical experience, aging analysis, information on specific balances, and reasonable and supportable forecasts.
Fixed Assets, Net
Fixed assets primarily consist of computer hardware and software, furniture and fixtures, and leasehold improvements. Fixed assets are depreciated or amortized on a straight-line basis over their estimated useful lives ofthree toseven years, or the term of the related office lease for leasehold improvements, if shorter. The Company capitalizes certain costs associated with the acquisition of internal-use software and amortizes the software over its estimated useful life, commencing at the time the software is placed in service.
The gross carrying value of fixed assets was$8.7 million and$14.5 million as of December 31, 2025 and 2024, respectively, with accumulated depreciation and amortization of $4.3 million and $10.7 million as of December 31, 2025 and 2024, respectively. Fixed assets, net, were $4.4 million and $3.8 millionas of December 31, 2025 and 2024, respectively. Depreciation and amortization expense was $1.4 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively.
The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Impairment related to fixed assets is recorded in Impairment of other assets in the Consolidated Statements of Operations.
During 2024, certain operating losses of the Company triggered an impairment analysis and the Company recognized an impairment charge of $0.5 million for fixed assets in the year ended December 31, 2024.
Leases
The Company evaluates all leases at inception and classifies the lease as either an operating lease or a finance lease. The Company’s lease portfolio is comprised primarily of real estate and equipment agreements. Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities, included in Other assets, net, and Payables and other liabilities, respectively, in the Consolidated Statements of Financial Condition. The Company does not currently have any finance leases.
Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term. ROU assets are further adjusted for lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term and is recorded in General and administrative expenses in the Consolidated Statements of Operations. The Company recognizes variable lease payments associated with the Company’s leases when the variability is resolved. Variable lease payments are recorded in General and administrative expenses in the Consolidated Statements of Operations along with expenses arising from fixed lease payments.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The ROU asset in an operating lease is subject to impairment similar to other long-lived assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expectedto be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company estimates the fair value using a discounted cash flow (“DCF”) model with the discount rate being the significant assumption. Impairment related to ROU assets is recorded in Impairment of other assets in the Consolidated Statements of Operations. During 2024, certain operating losses of the Company triggered an impairment analysis and the Company recognized an impairment charge of $0.4 million for the ROU asset in the year ended December 31, 2024.
Operating lease liabilities represent the Company’s obligation to make lease payments arising from the terms of the lease. The lease liabilities are initially recognized based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate as of the lease commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of the lease payments. This incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment and given similar credit risk. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by the option to extend (or not to terminate) the lease. The Company includes these options in the lease term when it is reasonably certain of exercising them.
The Company elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less and not to separate lease components from non-lease components. Refer to Note 12 - Leases for additional information.
HMBS Related Obligations, at Fair Value
HMBS related obligations, at fair value, represent the issuance of HMBS, which are guaranteed by Ginnie Mae, to third-party security holders. As the securitizations do not meet the criteria for sale accounting treatment, the Company accounts for the transfers of these advances in the related HECM loans as secured borrowings, retaining the initial HECM loans in the Consolidated Statements of Financial Condition as Loans held for investment, subject to HMBS related obligations, at fair value, and recording the HMBS as HMBS related obligations, at fair value. This liability includes the Company’s obligation to repay the secured borrowing from the FHA-insured HECM cash flows and the obligations as issuer and servicer of the HECM loans and HMBS. Monthly cash flows generated from the HECM loans are used to service the outstanding HMBS.
As an issuer of HMBS, the Company is obligated to service the HECM loan and associated HMBS, which includes funding the repurchase of the HECM loans or pass through of cash due to the holder of the beneficial interests in the Ginnie Mae HMBS upon maturity events and certain funding obligations related to monthly guarantee fees, mortgage insurance proceeds, and partial month interest.
As an issuer, the Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. The Company is also required to pay off the outstanding remaining principal balance of secured borrowings if certain triggering events are reached prior to the 98% of MCA limit, such as death of borrower and completion of foreclosure. The majority of performing loans are conveyed to HUD prior to the Company needing to finance the HECM buyouts. Nonperforming repurchased loans are generally liquidated through foreclosure, subsequent sale of real estate owned, and claim submissions to HUD. Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid. The Company relies upon its secured financing facilities (refer to Note 10 - Other Financing Lines of Credit for additional information) and operating cash flows, to the extent necessary, to repurchase loans. The timing and amount of the Company’s obligation to repurchase HECM loans is uncertain as repurchase is predicated on certain factors such as whether or not a borrower event of default occurs prior to the HECM loan reaching the mandatory repurchase threshold under which the Company is obligated to repurchase the loan.
In addition to having to fund repurchases, the Company may sustain losses during the process of liquidating the loans. The issuer is also required to fund guarantee fees to Ginnie Mae, MIP to the FHA, and is obligated to fund partial month interest resulting from shortfalls in interest received from borrower payoffs to the holders of the
Finance of America Companies Inc.Notes to Consolidated Financial Statements
HMBS beneficial interests. Estimated cash flows associated with these obligations are included in the HMBS related obligations, at fair value, in the Consolidated Statements of Financial Condition.
The interest on HMBS related obligations is based on the stated interest rates of the obligations and is recorded in Interest expense in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all HMBS related obligations. Refer to Note 5 - Fair Value for further discussion of the valuation of HMBS related obligations.
Nonrecourse Debt, at Fair Value
Nonrecourse debt, at fair value, is debt of consolidated VIE securitization trusts or unconsolidated funds that provide nonrecourse financing. The consolidated VIE loans initially transferred to the securitization trust and the assets designated to unconsolidated funds serve as collateral for the nonrecourse debt, and the principal and interest cash flows from these loans serve as the source of repayment.
The interest on nonrecourse debt is based on the stated interest rates of the debt and is recorded in Interest expense in the Consolidated Statements of Operations. Discounts are amortized to Interest expense in the Consolidated Statements of Operations over the expected life of the note using the effective interest method. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all nonrecourse debt. Refer to Note 5 - Fair Value and Note 9 - Nonrecourse Debt, at Fair Value, for further discussion of valuation and additional information on nonrecourse debt.
Other Financing Lines of Credit
Other financing lines of credit principally consist of variable-rate, asset-backed warehouse facilities and other secured lines of credit that support the origination of mortgage loans and operations of the Company. These lines of credit provide creditors with a collateralized interest in specific mortgage loans and other Company assets that meet the eligibility requirements under the terms of the facility. The source of repayment of the facilities is typically from the sale or securitization of the underlying loans into the secondary mortgage market. The Company evaluates its capacity needs for lines of credit and adjusts the amount of available capacity under these facilities in response to the current mortgage environment and origination needs. Refer to Note 10 - Other Financing Lines of Credit for additional information.
Interest expense from these financings is recorded in Interest expense in the Consolidated Statements of Operations. Costs incurred in connection with obtaining financing lines of credit are capitalized to Other assets, net, within the Consolidated Statements of Financial Condition and amortized over the term of the related financing as Interest expense within the Consolidated Statements of Operations.
Notes Payable
Notes payable, with the exception of the Convertible Notes (as defined in Note 13 - Notes Payable), are recorded at amortized cost. The interest recognized on notes payable is based on the stated interest rates of the debt and is recorded in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
For notes payable recorded at amortized cost, the issuance costs and discounts are initially capitalized as part of the notes payable balance and are amortized over the expected life of the note using the effective interest method. These expenses are recorded in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
The Company has elected the fair value option for the Convertible Notes. Refer to Note 5 - Fair Value for additional information. Issuance costs related to notes payable recorded at fair value are expensed as incurred and recorded in General and administrative expenses in the Consolidated Statements of Operations. The changes in fair value of the Convertible Notes are recorded in Other, net, in the Consolidated Statements of Operations.
Refer to Note 13 - Notes Payable for additional information.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Payables and Other Liabilities
Payables and other liabilities primarily consist of accrued and other liabilities, lease liabilities, accrued compensation expense, Ginnie Mae reverse mortgage buyout payable, and deferred purchase price liabilities. Refer to Note 11 - Payables and Other Liabilities for additional information related to continuing operations.
Ginnie Mae Reverse Mortgage Buyout Payable
As an issuer of HMBS, the Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. The Company is also required to pay off the outstanding remaining principal balance of secured borrowings if certain triggering events are reached prior to the 98% of MCA limit, such as death of borrower and completion of foreclosure.
Deferred Purchase Price Liabilities
As a result of the March 31, 2023 acquisition of certain assets and liabilities from American Advisors Group, now known as Bloom Retirement Holdings Inc. (“AAG/Bloom”), the Company recorded contingent liabilities based on expected future payouts. The Company measures any contingent consideration at fair value and adjusts the reported amount each period with the change in fair value recorded in Other, net, in the Consolidated Statements of Operations. The Company also has other deferred purchase price liabilities related to this acquisition.
The Company has entered into a Tax Receivable Agreement (“TRA”) with certain owners of FOA Equity. Initial measurement of the obligations was at fair value, and they are remeasured at fair value each reporting period, with any changes in fair value recognized in Other, net, in the Consolidated Statements of Operations. The Company records obligations under the TRA resulting from applicable future exchanges as they occur, at the gross undiscounted amount of the expected future payments as an increase to the liability along with the deferred tax asset and valuation allowance (if any) with an offset to additional paid-in capital. If the Company determines that it is no longer probable that a related contingent payment will be required based on expected future cash flows, a reversal of the liability is recorded through Other, net, in the Consolidated Statements of Operations.
Comprehensive Income
Foreign currency translation adjustments are reported as a separate component in the Consolidated Statements of Equity and, together with net income, comprise the Company’s comprehensive income.
Revenue Recognition
The majority of revenues generated by the Company in connection with originations and servicing are not within the scope of the accounting guidance for revenue from contracts with customers.
Loan origination fees are the primary component of Fee income in the Consolidated Statements of Operations. These origination fees represent up-front amounts charged to borrowers for processing HECM or non-agency reverse mortgage loan applications and are recorded when received, which occurs upon the successful funding of the loan.
The Company collects certain fees from the borrower, including underwriting fees, credit reporting fees, loan administration fees, and appraisal fees. The Company has determined that it is primarily responsible for the fulfillment and acceptability of these services and has discretion in establishing the price charged to the borrower. Therefore, these fees are recognized on a gross basis, as the Company is the principal for the specified goods and services performed.
In addition to the fees above, the Company also acts as an agent for certain services provided to its customers. These services include obtaining flood certifications and inspections. In these transactions, the Company facilitates the provision of the goods or services to prospective borrowers and collects the related amounts from the borrower prior to the services being performed. As the Company is an agent in these arrangements, the related fees are recognized on a net basis.
Loan origination fees were $27.5 million and $28.5 millionfor the years ended December 31, 2025 and 2024, respectively.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from the Company, put
Finance of America Companies Inc.Notes to Consolidated Financial Statements
presumptively beyond the reach of the entity, even in bankruptcy, (ii) the transferee (or if the transferee is an entity whose sole purpose is to engage in securitization and that entity is constrained from pledging or exchanging the assets it receives, each third-party holder of its beneficial interests) has the right to pledge or exchange the transferred financial assets, and (iii) the Company or its agents does not maintain effective control over the transferred financial assets or third-party beneficial interest related to those transferred assets through an agreement to repurchase them before their maturity.
When the Company determines that control over the transfer of financial assets has been surrendered, the transaction will be accounted for as a sale in which the underlying mortgage loans are derecognized. When the requirements for sale treatment have not been met due to control over the transferred financial assets not being surrendered, the Company accounts for the transferred loans as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations or nonrecourse debt, along with the corresponding liability for the HMBS obligations or nonrecourse debt.
Equity-Based Compensation
RSUs with service conditions and options granted to employees are measured based on the grant date fair value of the awards and recognized as compensation expense over the period during which the recipient is required to perform services in exchange for the award (the requisite service period). The Company has elected to use a straight-line attribution method for recognizing compensation costs relating to these awards. Forfeitures are recorded as they occur.
For RSUs where there are market conditions as well as service conditions to vesting, the grant date fair value of the awards is recognized as compensation expense using the graded-vesting method over the requisite service period for each separately vesting tranche of the award as if they were multiple awards.
All RSUs and options are classified as equity. Equity-based compensation expense is recorded in Salaries, benefits, and related expenses in the Consolidated Statements of Operations. Refer to Note 16 - Equity-Based Compensation for additional information.
Defined Contribution Plan
The Company sponsors a qualified defined contribution plan and matches certain employee contributions on a discretionary basis. The Company’s expenses for matching contributions to the defined contribution plan were $2.2 million and$2.1 million for the years ended December 31, 2025 and 2024, respectively. These expenses are included in Salaries, benefits, and related expenses in the Consolidated Statements of Operations.
Marketing and Advertising
Marketing and advertising costs are expensed as incurred and primarily relate to brand marketing and providing loan product information to our customers.
Income Taxes
The computation of the effective tax rate and provision at each period requires the use of certain estimates and significant judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s U.S. GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the statement of financial condition date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained, or as tax laws and regulations change. Accordingly, the effective tax rate for future periods may vary materially.
The Company accounts for income taxes pursuant to the asset and liability method, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities, and the expected benefits of net operating loss (“NOL”) and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized tax benefits.” A liability is recognized (or amount of NOL carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents a potential future obligation to the taxing authority for a tax position that was not recognized. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. Interest costs and related penalties associated with tax matters are included in General and administrative expenses in the Consolidated Statements of Operations.
Refer to Note 19 - Income Taxes for additional information.
Contingencies
The Company evaluates contingencies based on information currently available and will establish accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established, but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amounts accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies, including legal contingencies, involves the use of critical estimates, assumptions, and judgments. Whenever practicable, the Company consults with outside experts, including legal counsel and consultants, to assist with the gathering and evaluation of information related to contingent liabilities. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change. Refer to Note 14 - Litigation and Note 15 - Commitments and Contingencies for additional information.
Seller Earnout
Certain equity owners of FOA Equity are entitled to receive an earnout exchangeable for Class A Common Stock. If, at any time through April 1, 2027, the volume-weighted average price (the “VWAP”) of Class A Common Stock for a trading day is greater than or equal to $125 for any 20 trading days within a consecutive 30-trading-day period (“First Earnout Achievement Date”),50% of the earnout units (in conjunction with the Sponsor Earnout below, the “Earnout Securities”) will be issued. If, at any time through April 1, 2027, the VWAP is greater than or equal to $150 for any 20 trading days within a consecutive 30-trading-day period (“Second Earnout Achievement Date”), the remaining 50% of the Earnout Securities will be issued.
The seller earnout is accounted for as contingent consideration and is classified as equity. The seller earnout was measured at fair value upon the date of issuance and it is not subsequently remeasured. The settlement of the seller earnout will be accounted for within equity if and when the First Earnout Achievement Date or Second Earnout Achievement Date occurs.
Sponsor Earnout
The Company classified a sponsor earnout agreement with certain equity holders (the “Sponsor Earnout”) as an equity transaction measured at fair value upon the date of issuance, and it is not subsequently remeasured. Additionally, the settlement of the Sponsor Earnout will be accounted for within equity if and when the First Earnout Achievement Date or Second Earnout Achievement Date occurs.
Noncontrolling Interest
Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. When calculating basic earnings per share, net income is reduced by the portion of net income that is attributable to the noncontrolling interest.
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding during the period. Net income attributable to holders of Class A Common Stock is calculated as the Company’s net income adjusted for net income attributable to noncontrolling interest and preferred stock dividends. Diluted earnings per share is computed by dividing net income attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding, plus the effect of all dilutive securities as calculated using the if-converted and
Finance of America Companies Inc.Notes to Consolidated Financial Statements
treasury stock methods, as appropriate. The Company applies the two-class method for participating securities in its earnings per share calculations. Refer to Note 25 - Earnings (Loss) Per Share for additional information.
Reclassifications
Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year financial presentation, including the items below.
For the year ended December 31, 2024, $0.3 million of previously reported Gain on sale and other income from loans held for sale, net, was combined with Fee income in the Consolidated Statements of Operations due to minimal activity related to the wind-down of business lines that were not part of our focus on providing home equity-based financing solutions for a modern retirement. Additionally, $56.2 million of previously reported Gain on extinguishment of debt related to the exchange of the Company’s senior notes was combined with Non-funding interest income (expense), net, in the Consolidated Statements of Operations (refer to Note 13 - Notes Payable for additional information).
Recently Adopted Accounting Guidance
| Standard | Description | Effective Date | Effect on Consolidated Financial Statements |
|---|---|---|---|
| Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 that enhances annual income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and by requiring disclosure of the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as disaggregated by material individual jurisdictions. | January 1, 2025 | This ASU resulted in additional income tax disclosures, but did not have a material impact on our consolidated financial statements. The Company adopted this ASU on a retrospective basis. Refer to Note 19 - Income Taxes for additional information. |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Recently Issued Accounting Guidance, Not Yet Adopted as of December 31, 2025
| Standard | Description | Date of Planned Adoption | Effect on Consolidated Financial Statements |
|---|---|---|---|
| ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | In November 2024, the FASB issued ASU 2024-03 which is intended to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions in the income statement. | For the year ending December 31, 2027 and interim periods beginning in 2028. | This ASU will result in additional expense disclosures, but the Company does not expect it will have a material impact on our consolidated financial statements. Adoption of this ASU should be applied on a prospective basis, but retrospective application is permitted. |
| ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments | In November 2024, the FASB issued ASU 2024-04 which is intended to clarify the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions or extinguishments. | For the year ending December 31, 2026 and interim reporting periods beginning in 2026. | The Company does not expect this ASU will have a material impact on our consolidated financial statements.Adoption of this ASU can be applied on a prospective or a retrospective basis. |
| ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | In July 2025, the FASB issued ASU 2025-05 which is intended to provide a practical expedient to measure credit losses on accounts receivable and contract assets. | For the year ending December 31, 2026 and interim reporting periods beginning in 2026. | The Company does not expect this ASU will have a material impact on our consolidated financial statements.Adoption of this ASU should be applied on a prospective basis. |
| ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | In September 2025, the FASB issued ASU 2025-06 which amends guidance related to accounting for the development costs of internal-use software. | The Company plans to early adopt on January 1, 2026, using a prospective transition approach. | The Company does not expect this ASU will have a material impact on our consolidated financial statements. |
- Discontinued Operations
During the fourth quarter of 2022 and calendar year 2023, the Company entered into a series of transactions, discontinuing certain business lines while enhancing our reverse mortgage loan business, in order to transform our business from a vertically integrated lending and complementary services platform to a business focused on providing home equity-based financing solutions for a modern retirement. This constituted a strategic shift that has had a major effect on our operations and financial results.
The following table presents the major classes of assets and liabilities from discontinued operations (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Other assets, net | $— | $2,451 |
| Liabilities | ||
| Payables and other liabilities | — | 11,677 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following table presents the major components of net loss from discontinued operations (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Expenses | ||
| General and administrative expenses | $6,539 | $1,622 |
| Other, net | — | (3,105) |
| Net loss from discontinued operations before and after income taxes | (6,539) | (4,727) |
| Net loss from discontinued operations attributable to noncontrolling interest | (3,551) | (2,719) |
| Net loss from discontinued operations attributable to controlling interest | $(2,988) | $(2,008) |
There were no material cash flow activities related to discontinued operations for the years ended December 31, 2025 and 2024.
- Variable Interest Entities and Securitizations
The Company determined that the SPEs created in connection with its securitizations are VIEs. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which is the entity that, through its variable interests, has both the power to direct the activities that significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Consolidated VIEs
The Company securitizes certain of its interests in non-agency reverse mortgage loans and HECM buyouts. The transactions provide investors with the ability to invest in a pool of reverse mortgage loans secured by residential properties. The transactions provide the Company with access to liquidity for these assets, ongoing servicing fees, and potential residual returns. The principal and interest on the outstanding certificates are paid using the cash flows from the underlying reverse mortgage loans, which serve as collateral for the debt. The securitizations are callable at or following the optional redemption date as defined in the respective indenture agreements.
The Company has a financing agreement which is structured as a securitization. The SPE created for the purposes of the financing is a VIE that the Company consolidates, as the Company is the primary beneficiary. The non-agency reverse mortgage loans included in this securitization are recorded in Loans held for investment, at fair value, or in loans held for sale, at fair value, which is included in Other assets, net, and the associated debt is recorded in Other financing lines of credit in the Consolidated Statements of Financial Condition.
During the years ended December 31, 2025 and 2024, the Company redeemed outstanding securitized notes related to certain non-agency reverse mortgage loan and HECM buyout securitizations. As part of the redemptions, the Company paid off nonrecourse debt with outstanding balances of $3.5 billion and $1.8 billion for the years ended December 31, 2025 and 2024, respectively. The notes were paid off at par.
Servicing-Securitized Loans
In our capacity as servicer of the securitized loans, the Company retains the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance. The Company also retains certain beneficial interests in these trusts which provide exposure to potential gains and losses based on the performance of the trust. As the Company has both the power to direct the activities that significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the definition of a primary beneficiary is met, and the trusts are consolidated by the Company.
Certain obligations may arise from the agreements associated with transfers of loans. Under these agreements, the Company may be obligated to repurchase the loans or otherwise indemnify or reimburse the investor for losses incurred due to material breach of contractual representations and warranties. There wereno charge-offs associated with these transferred mortgage loans related to the standard securitization representations and warranties obligations for theyears ended December 31, 2025 and 2024.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following table presents the assets and liabilities of the Company’s consolidated VIEs, which are included in the Consolidated Statements of Financial Condition, and excludes intercompany balances, except for retained bonds and beneficial interests (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Restricted cash | $227,489 | $248,905 |
| Loans held for investment, subject to nonrecourse debt, at fair value | 9,630,812 | 8,904,303 |
| Loans held for investment, at fair value | 432,724 | 168,641 |
| Other assets, net (includes $11,838 and $0 at fair value) | 80,738 | 53,400 |
| TOTAL ASSETS | $10,371,763 | $9,375,249 |
| LIABILITIES | ||
| Nonrecourse debt, at fair value | $9,806,836 | $8,947,378 |
| Other financing lines of credit | 313,699 | 136,157 |
| Payables and other liabilities | 3,784 | 1,277 |
| TOTAL VIE LIABILITIES | 10,124,319 | 9,084,812 |
| Retained bonds and beneficial interests eliminated in consolidation | (447,343) | (359,077) |
| TOTAL CONSOLIDATED LIABILITIES | $9,676,976 | $8,725,735 |
Unconsolidated VIEs
Transfer of loans accounted for as sales
The Company securitized certain of its interests in non-agency reverse mortgage loans and in agency-eligible residential mortgage loans. The transactions provided investors with the ability to invest in a pool of mortgage loans secured by residential properties and provided the Company with access to liquidity for these assets and ongoing service fees. The Company’s beneficial interest in the securitizations is limited to a 5% retained interest in the trusts. The Company determined that the securitization structures meet the definition of a VIE and concluded that it does not hold a significant variable interest in the securitizations and that the contractual role as servicer is not a variable interest. The transfers of the loans to the VIEs were determined to be sales, and the Company derecognized the mortgage loans and did not consolidate the trusts.
The Company’s continuing involvement with and exposure to loss from the VIEs includes the carrying value of the retained bonds, the servicing asset recognized in the sale of the loans, servicing advances in the role as servicer, and obligations under representations and warranties contained in the loan sale agreements. Creditors of the VIEs have no recourse to the Company’s assets or general credit. The underlying performance of the mortgage loans transferred has a direct impact on the fair values and cash flows of the beneficial interests held and the servicing asset recognized.
Transfer of loans accounted for as secured borrowings
The Company securitized certain non-agency mortgage loans where its beneficial interest in the securitizations is limited to a 5% retained interest in the trusts. The Company determined that these securitization structures meet the definition of a VIE and concluded that it does not hold a significant variable interest in the securitizations and the Company does not have the power to direct the activities that most significantly affect the economic performance of the VIEs. However, the transfers of the loans to the VIEs were determined not to be sales. As such, the Company continues to recognize the loans and recognized a nonrecourse liability for the proceeds received from third parties for the transfer of the loans. Bonds issued in the securitization that were retained by the Company are not recognized. The Company’s continuing involvement with and exposure to loss from the VIEs includes the carrying value of the retained bonds, servicing advances in the role as servicer, and obligations under representations and warranties contained in the loan sale agreements. Creditors of the VIEs have no recourse to the Company’s assets or general credit. The underlying performance of the mortgage loans held has a direct impact on the fair values and cash flows of the beneficial interests held.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following tables present the unconsolidated VIEs for which the Company holds variable interests (in thousands):
| December 31, 2025 | ||||
|---|---|---|---|---|
| Carrying value | ||||
| Assets | Liabilities | Maximum Exposure to Loss | Total Assets in VIEs | |
| Transfers of loans - sale treatment | ||||
| Retained interests | $43,943 | $— | $43,943 | $879,314 |
| Transfers of loans - secured borrowing | ||||
| Loans and nonrecourse liability | 395,364 | 376,423 | 18,941 | 395,364 |
| TOTAL | $439,307 | $376,423 | $62,884 | $1,274,678 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| Carrying value | ||||
| Assets | Liabilities | Maximum Exposure to Loss | Total Assets in VIEs | |
| Transfers of loans - sale treatment | ||||
| Retained interests | $47,568 | $— | $47,568 | $948,364 |
| Transfers of loans - secured borrowing | ||||
| Loans and nonrecourse liability | 393,405 | 374,071 | 19,334 | 393,405 |
| TOTAL | $440,973 | $374,071 | $66,902 | $1,341,769 |
As of December 31, 2025 and 2024, there were $0.7 million and $0.2 million, respectively, of mortgage loans transferred by the Company to unconsolidated securitization trusts that were 90 days or more past due.
Issuance of HMBS
The Company securitizes HECM loans into HMBS, which Ginnie Mae guarantees, and sells the HMBS in the secondary market while retaining the rights to service the HECM loans. The Company determined that HECM loans transferred into HMBS do not meet the requirements of sale accounting and are not derecognized upon date of transfer. As of December 31, 2025, the Company was servicing 3,086 Ginnie Mae loan pools and the weighted average interest rate on the HMBS related obligations was 5.6%. As of December 31, 2024, the Company was servicing 2,835 Ginnie Mae loan pools and the weighted average interest rate on the HMBS related obligations was 6.2%.
- Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is based on the assumptions market participants would use when pricing an asset or liability and follows a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
All aspects of nonperformance risk, including the Company’s own credit standing, are considered when measuring the fair value of a liability.
Following is a description of the three levels of the fair value hierarchy:
Level 1 Inputs: Quoted prices for identical instruments in active markets.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Level 2 Inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs: Instruments with unobservable inputs that are significant to the fair value measurement.
The Company classifies assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers into or out of Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and the details of the valuation models, key inputs to those models, and significant assumptions utilized. Within the assumption tables presented, not meaningful (“NM”) refers to a range of inputs that is too broad to provide meaningful information to the user or to an input that has no range and consists of a single data point. Weighted averages are calculated by weighting each input by the relative outstanding balance of the related financial instrument.
| Instrument | Valuation Techniques | Classification of Fair Value Hierarchy | |
|---|---|---|---|
| Assets | |||
| Loans held for investment, subject to HMBS related obligations(1) | |||
| HECM loans - securitized into Ginnie Mae HMBS | These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using weighted average remaining life (“WAL”), conditional prepayment rate (“CPR”), loss frequency, loss severity, borrower draw rate, and discount rate assumptions. | Level 3 | |
| Loans held for investment, subject to nonrecourse debt(1) | |||
| Non-agency reverse mortgage loans - securitized | These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, loan-to-value (“LTV”), CPR, loss severity, home price appreciation (“HPA”), and discount rate assumptions, inclusive of the credit spread component. | Level 3 | |
| HECM buyouts - securitized (performing) | These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss severity, and discount rate assumptions. | Level 3 | |
| HECM buyouts - securitized (nonperforming) | These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss frequency, loss severity, and discount rate assumptions. | Level 3 | |
| (1) The Company aggregates loan portfolios based on the underlying securitization trust and values these loans using these aggregated pools. The range of inputs provided is based on the range of inputs utilized for each securitization trust. | |||
| Loans held for investment | |||
| Non-agency reverse mortgage loans | These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, LTV, CPR, loss severity, HPA, and discount rate assumptions, inclusive of the credit spread component. | Level 3 | |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| HECM buyouts (nonperforming) | The fair value of nonperforming repurchased loans is based on expected cash proceeds from the liquidation of the underlying properties and expected claim proceeds from HUD. These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss frequency, loss severity, and discount rate. Termination proceeds are adjusted for expected loss frequencies and severities to arrive at net proceeds that will be provided upon final resolution, including assignments to the FHA. Historical experience is utilized to estimate the loss rates resulting from scenarios where FHA insurance proceeds are not expected to cover all principal and interest outstanding and, as servicer, the Company is exposed to losses upon resolution of the loan. | Level 3 |
| Other assets | ||
|---|---|---|
| Loans held for sale | The reverse mortgage loans are valued based on an expected margin on sale. | Level 3 |
| Retained bonds | Management obtains third-party valuations to assess the reasonableness of the fair value calculations provided by the internal valuation model. The primary assumptions utilized include WAL and discount rate. | Level 3 |
| Liabilities | ||
| HMBS related obligations | ||
| HMBS related obligations | The fair value is based on the net present value of projected cash flows over the estimated life of the liability. The fair value of the HMBS related obligations also includes the consideration required by a market participant to transfer the HECM and HMBS servicing obligations, including exposure resulting from shortfalls in FHA insurance proceeds as well as assumptions that it believes a market participant would consider in valuing the liability, including, but not limited to, assumptions for repayment, costs to transfer servicing obligations, shortfalls in FHA insurance proceeds, and discount rates. The significant unobservable inputs used in the measurement include WAL, CPR, and discount rates. | Level 3 |
| Nonrecourse debt | ||
| Non-agency reverse mortgage loan securitizations and performing/nonperforming HECM securitizations | The fair value is based on the net present value of projected cash flows over the estimated life of the liability. The significant unobservable inputs used in the measurement include WAL, CPR, and discount rates, inclusive of the credit spread component. | Level 3 |
| Convertible Notes | ||
| Convertible Notes | The Convertible Notes are measured based on the closing market price of the Company’s publicly-traded stock on the applicable date of the Consolidated Statements of Financial Condition. Refer to Note 13 - Notes Payable for additional information. There were no Convertible Notes as of December 31, 2024. | Level 2 |
| Repurchase Agreement obligation | ||
| Repurchase Agreement obligation | The Repurchase Agreement obligation is measured based on the total consideration to be paid upon the second closing of the Repurchase. Refer to Note 23 - Related Party Transactions for additional information. There was no obligation as of December 31, 2024. | Level 2 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| Deferred purchase price liabilities | ||
|---|---|---|
| AAG/Bloom | These liabilities are measured based on the estimated amount of indemnified claims associated with the acquisition of certain assets and liabilities from AAG/Bloom, and the closing market price of the Company’s publicly-traded stock on the applicable date of the Consolidated Statements of Financial Condition. | Level 3 |
| TRA obligation | The fair value is derived through the use of a DCF model. The significant unobservable assumptions used in the DCF include the ability to utilize tax attributes based on current tax forecasts, a constant U.S. federal income tax rate, and a discount rate. | Level 3 |
| December 31, 2025 · December 31, 2024 | ||||
|---|---|---|---|---|
| Instrument / Unobservable Inputs | Range | Weighted Average | Range | Weighted Average |
| Assets | ||||
| Loans held for investment, subject to HMBS related obligations | ||||
| WAL (in years) | NM | 3.1 | NM | 3.0 |
| CPR | NM | 20.9% | NM | 21.6% |
| Loss frequency | NM | 4.5% | NM | 4.4% |
| Loss severity | 5.8% - 15.8% | 6.0% | 3.4% - 15.9% | 3.5% |
| Average draw rate | NM | 1.1% | NM | 1.1% |
| Discount rate | NM | 4.7% | NM | 5.3% |
| Loans held for investment, subject to nonrecourse debt: | ||||
| Non-agency reverse mortgage loans - securitized | ||||
| WAL (in years) | NM | 9.8 | NM | 10.1 |
| LTV | NM | 49.9% | 0.0% - 98.0% | 47.2% |
| CPR | NM | 15.0% | NM | 14.8% |
| Loss severity | NM | 10.0% | NM | 10.0% |
| HPA | (6.8)% - 5.3% | 3.7% | (5.6)% - 8.3% | 3.6% |
| Discount rate | NM | 6.3% | NM | 7.0% |
| HECM buyouts - securitized (performing) | ||||
| WAL (in years) | NM | 6.9 | NM | 7.1 |
| CPR | NM | 16.3% | NM | 15.1% |
| Loss severity | 6.0% - 13.3% | 8.4% | 3.4% - 15.9% | 4.7% |
| Discount rate | NM | 7.3% | NM | 8.0% |
| HECM buyouts - securitized (nonperforming) | ||||
| WAL (in years) | NM | 1.5 | NM | 1.5 |
| CPR | NM | 41.5% | NM | 40.0% |
| Loss frequency | NM | 45.5% | 23.1% - 100.0% | 45.6% |
| Loss severity | 6.0% - 13.3% | 6.8% | 3.4% - 15.9% | 5.2% |
| Discount rate | NM | 6.8% | NM | 8.0% |
| Loans held for investment: | ||||
| Non-agency reverse mortgage loans | ||||
| WAL (in years) | NM | 11.1 | NM | 10.5 |
| LTV | NM | 43.2% | 5.9% - 70.6% | 35.1% |
| CPR | NM | 14.9% | NM | 16.2% |
| Loss severity | NM | 10.0% | NM | 10.0% |
| HPA | (6.8)% - 5.3% | 3.6% | (5.6)% - 8.3% | 3.5% |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| December 31, 2025 · December 31, 2024 | ||||
|---|---|---|---|---|
| Instrument / Unobservable Inputs | Range | Weighted Average | Range | Weighted Average |
| Discount rate | NM | 6.3% | NM | 7.1% |
| HECM buyouts (nonperforming) | ||||
| WAL (in years) | NM | 1.3 | NM | 1.5 |
| CPR | NM | 45.4% | NM | 43.8% |
| Loss frequency | NM | 42.3% | NM | 47.9% |
| Loss severity | 6.0% - 13.3% | 11.2% | 3.4% - 15.9% | 10.5% |
| Discount rate | NM | 6.8% | NM | 8.0% |
| Other assets: | ||||
| Retained bonds | ||||
| WAL (in years) | NM | 3.0 | NM | 3.5 |
| Discount rate | (1.7)% - 15.3% | 7.1% | (1.3)% - 15.3% | 7.3% |
| Liabilities | ||||
| HMBS related obligations | ||||
| WAL (in years) | NM | 3.9 | NM | 3.8 |
| CPR | NM | 24.8% | NM | 24.8% |
| Discount rate | NM | 4.6% | NM | 5.2% |
| Nonrecourse debt: | ||||
| Non-agency reverse mortgage loan securitizations | ||||
| WAL (in years) | 0.1 - 10.5 | 6.4 | 0.1 - 10.9 | 3.7 |
| CPR | NM | 21.8% | NM | 17.3% |
| Discount rate | NM | 6.0% | NM | 6.7% |
| Performing/nonperforming HECM securitizations | ||||
| WAL (in years) | NM | 1.2 | NM | 1.0 |
| CPR | NM | 57.4% | NM | 18.6% |
| Discount rate | NM | 5.4% | NM | 7.5% |
| Deferred purchase price liabilities: | ||||
| TRA obligation | ||||
| Discount rate | NM | 26.6% | NM | 28.1% |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Fair Value of Assets and Liabilities
The following tables present assets and liabilities that are measured at fair value on a recurring basis (in thousands):
| December 31, 2025 | ||||
|---|---|---|---|---|
| Total Fair Value | Level 1 | Level 2 | Level 3 | |
| Assets | ||||
| Loans held for investment, subject to HMBS related obligations | $19,135,403 | $— | $— | $19,135,403 |
| Loans held for investment, subject to nonrecourse debt | 10,026,177 | — | — | 10,026,177 |
| Loans held for investment | 870,081 | — | — | 870,081 |
| Other assets: | ||||
| Loans held for sale | 37,461 | — | 1,338 | 36,123 |
| Retained bonds | 38,685 | — | — | 38,685 |
| Total assets | $30,107,807 | $— | $1,338 | $30,106,469 |
| Liabilities | ||||
| HMBS related obligations | $18,912,226 | $— | $— | $18,912,226 |
| Nonrecourse debt | 9,736,493 | — | — | 9,736,493 |
| Convertible Notes | 53,800 | — | 53,800 | — |
| Repurchase Agreement obligation | 40,595 | — | 40,595 | — |
| Deferred purchase price liabilities: | ||||
| AAG/Bloom | 8,646 | — | — | 8,646 |
| TRA obligation | 3,901 | — | — | 3,901 |
| Total liabilities | $28,755,661 | $— | $94,395 | $28,661,266 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| Total Fair Value | Level 1 | Level 2 | Level 3 | |
| Assets | ||||
| Loans held for investment, subject to HMBS related obligations | $18,669,962 | $— | $— | $18,669,962 |
| Loans held for investment, subject to nonrecourse debt | 9,288,403 | — | — | 9,288,403 |
| Loans held for investment | 520,103 | — | — | 520,103 |
| Other assets: | ||||
| Loans held for sale | 3,454 | — | 3,454 | — |
| Retained bonds | 40,407 | — | — | 40,407 |
| Total assets | $28,522,329 | $— | $3,454 | $28,518,875 |
| Liabilities | ||||
| HMBS related obligations | $18,444,370 | $— | $— | $18,444,370 |
| Nonrecourse debt | 8,954,068 | — | — | 8,954,068 |
| Deferred purchase price liabilities: | ||||
| AAG/Bloom | 13,370 | — | — | 13,370 |
| TRA obligation | 3,314 | — | — | 3,314 |
| Total liabilities | $27,415,122 | $— | $— | $27,415,122 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following tables present Level 3 assets and liabilities that are measured at fair value on a recurring basis (in thousands):
| Assets | ||||
|---|---|---|---|---|
| Year ended December 31, 2025 | Loans held for investment | Loans held for investment, subject to nonrecourse debt | Loans held for sale | Retained bonds |
| Beginning balance | $19,190,065 | $9,288,403 | $— | $40,407 |
| Total gain (loss) included in earnings | 1,473,731 | 966,349 | (1,305) | 1,903 |
| Purchases, settlements, and transfers: | ||||
| Purchases and additions | 3,322,290 | 24,735 | 71,971 | — |
| Sales and settlements | (2,949,938) | (1,085,448) | (220,520) | (3,625) |
| Transfers in (out) between categories | (1,030,664) | 832,138 | 185,977 | — |
| Ending balance | $20,005,484 | $10,026,177 | $36,123 | $38,685 |
| Liabilities | |||
|---|---|---|---|
| Year ended December 31, 2025 | HMBS related obligations | Nonrecourse debt | Deferred purchase price liabilities |
| Beginning balance | $(18,444,370) | $(8,954,068) | $(16,684) |
| Total gain (loss) included in earnings | (1,116,201) | (733,504) | 1,931 |
| Purchases, settlements, and transfers: | |||
| Purchases and additions | (2,006,384) | (4,991,431) | — |
| Settlements | 2,654,729 | 4,942,510 | 2,206 |
| Ending balance | $(18,912,226) | $(9,736,493) | $(12,547) |
| Assets | ||||
|---|---|---|---|---|
| Year ended December 31, 2024 | Loans held for investment | Loans held for investment, subject to nonrecourse debt | MSR | Retained bonds |
| Beginning balance | $18,123,991 | $8,272,393 | $6,436 | $44,297 |
| Total gain (loss) included in earnings | 1,753,126 | 639,122 | (920) | (684) |
| Purchases, settlements, and transfers: | ||||
| Purchases and additions | 2,870,747 | 41,134 | — | — |
| Sales and settlements | (2,256,238) | (988,337) | (5,516) | (3,206) |
| Transfers in (out) between categories | (1,301,561) | 1,324,091 | — | — |
| Ending balance | $19,190,065 | $9,288,403 | $— | $40,407 |
| Liabilities | |||
|---|---|---|---|
| Year ended December 31, 2024 | HMBS related obligations | Nonrecourse debt | Deferred purchase price liabilities |
| Beginning balance | $(17,353,720) | $(7,904,200) | $(8,855) |
| Total loss included in earnings | (1,340,956) | (644,705) | (7,966) |
| Purchases, settlements, and transfers: | |||
| Purchases and additions | (2,003,170) | (3,177,025) | — |
| Settlements | 2,253,476 | 2,771,862 | 137 |
| Ending balance | $(18,444,370) | $(8,954,068) | $(16,684) |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following table presents the total amount of loans held for investment that were greater than 90 days past due and on non-accrual status (in thousands):
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| UPB | Fair Value | Difference | UPB | Fair Value | Difference | |
| Loans held for investment, subject to nonrecourse debt | $— | $— | $— | $32,067 | $19,362 | $(12,705) |
| Loans held for investment | 7,019 | 6,142 | (877) | 222 | 155 | (67) |
| Total | $7,019 | $6,142 | $(877) | $32,289 | $19,517 | $(12,772) |
Fair Value Option
The Company has elected to measure its loans held for investment, loans held for sale, HMBS related obligations, nonrecourse debt, and Convertible Notes (as defined in Note 13 - Notes Payable) at fair value under the fair value option. The Company elected to apply the provisions of the fair value option to these assets and liabilities in order to align financial reporting presentation with the Company’s operational and risk management strategies. The following table presents the fair value and the UPB of these financial assets and liabilities (in thousands):
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Fair Value | UPB | Fair Value | UPB | |
| Assets | ||||
| Loans held for investment, subject to HMBS related obligations | $19,135,403 | $17,983,144 | $18,669,962 | $17,652,495 |
| Loans held for investment, subject to nonrecourse debt | 10,026,177 | 9,567,732 | 9,288,403 | 9,218,697 |
| Loans held for investment | 870,081 | 790,342 | 520,103 | 503,949 |
| Other assets: | ||||
| Loans held for sale | 37,461 | 34,515 | 3,454 | 4,331 |
| Liabilities | ||||
| HMBS related obligations | 18,912,226 | 17,983,144 | 18,444,370 | 17,652,495 |
| Nonrecourse debt | 9,736,493 | 9,960,524 | 8,954,068 | 9,363,919 |
| Convertible Notes | 53,800 | 40,000 | — | — |
Fair Value of Other Financial Instruments
As of December 31, 2025 and 2024, all financial instruments were either recorded at fair value or the carrying value approximated fair value with the exception of certain notes payable. The fair value of ournotes payable was determined using quoted market prices adjusted for accrued interest, which is considered to be a Level 2 input, or for notes payable with an original maturity of a year or less, the carrying value approximates fair value, which is determined using Level 2 inputs. Refer to Note 13 - Notes Payable for additional information.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following table presents the amortized cost and fair value of notes payable (in thousands):
| December 31, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| Carrying Value · Fair Value · Carrying Value · Fair Value | |||||
| Senior Secured Notes | $126,089 | $149,620 | $156,074 | $185,632 | |
| Exchangeable Secured Notes | 130,040 | 178,428 | 126,059 | 191,110 | |
| LFH Promissory Note | 20,000 | 20,000 | — | — | |
| 2025 Unsecured Notes | — | — | 7,378 | 6,187 | |
| Working Capital Promissory Notes | — | — | 85,000 | 85,000 | |
| Total notes recorded at amortized cost | 276,129 | $348,048 | 374,511 | $467,929 | |
| Convertible Notes, recorded at fair value | 53,800 | — | |||
| Total notes payable | $329,929 | $374,511 | |||
For other financial instruments that were not recorded at fair value, such as cash and cash equivalents, including restricted cash, and other financing lines of credit, the carrying value approximates fair value due to the short-term nature of such instruments. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, including restricted cash, which are Level 1 inputs.
- Reverse Mortgage Loan Portfolio
The following table presents the composition and the outstanding UPB of the reverse mortgage loan portfolio serviced by the Company (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Loans held for investment, subject to HMBS related obligations | $17,983,144 | $17,652,495 |
| Loans held for investment, subject to nonrecourse debt: | ||
| Non-agency reverse mortgages | 8,887,778 | 8,567,792 |
| Performing HECM buyouts | 251,051 | 210,041 |
| Nonperforming HECM buyouts | 428,903 | 408,614 |
| Total loans held for investment, subject to nonrecourse debt | 9,567,732 | 9,186,447 |
| Loans held for investment: | ||
| Non-agency reverse mortgages | 614,515 | 270,956 |
| HECM loans not securitized(1) | 103,825 | 101,100 |
| Unpoolable HECM loans(2) | 64,983 | 131,671 |
| Total loans held for investment(3) | 783,323 | 503,727 |
| Other assets: | ||
| Loans held for sale(3) | 32,761 | — |
| Total owned loan portfolio | 28,366,960 | 27,342,669 |
| Loans reclassified as government guaranteed receivable | 50,922 | 45,773 |
| Loans serviced for others | 590,192 | 88,125 |
| Total serviced loan portfolio | $29,008,074 | $27,476,567 |
(1)HECM loans not securitized primarily represent newly originated loans and poolable tails.
(2)Unpoolable HECM loans primarily represent loans that have reached 98% of their MCA.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
(3)As of December 31, 2025 and 2024, there was $753.2 million and $451.3 million, respectively, in UPB in loans pledged as collateral for financing lines of credit.
The following table presents our owned loan portfolio by mortgage rate type (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Adjustable rate loans | $20,662,839 | $19,966,185 |
| Fixed rate loans | 7,704,121 | 7,376,484 |
| Total owned loan portfolio | $28,366,960 | $27,342,669 |
As of December 31, 2025 and 2024, there were $550.4 million and$497.6 million, respectively, of foreclosure proceedings in process, which are included in Loans held for investment, subject to HMBS related obligations, at fair value, Loans held for investment, subject to nonrecourse debt, at fair value, or Loans held for investment, at fair value, in the Consolidated Statements of Financial Condition, and $8.9 million and $7.1 million, respectively, of foreclosure proceedings in process, which are included in loans serviced for others in the table above.
- Intangible Assets, Net
Intangible assets, net, consisted of the following (in thousands):
| December 31, 2025 | Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
|---|---|---|---|---|
| Non-amortizing intangibles | ||||
| Trade name | N/A | $21,562 | $— | $21,562 |
| Amortizing intangibles | ||||
| Broker/customer relationships | 9 | 334,700 | (176,647) | 158,053 |
| Total intangibles | $356,262 | $(176,647) | $179,615 | |
| December 31, 2024 | Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
|---|---|---|---|---|
| Non-amortizing intangibles | ||||
| Trade name | N/A | $21,100 | $— | $21,100 |
| Amortizing intangibles | ||||
| Broker/customer relationships | 9 | 334,700 | (139,458) | 195,242 |
| Total intangibles | $355,800 | $(139,458) | $216,342 | |
During theyear ended December 31, 2025, the Company acquired a trade name for$0.5 million, which was recorded as an indefinite-lived intangible asset.
Amortization expense was$37.2 millionfor each of the years ended December 31, 2025 and 2024.
As of December 31, 2025, the estimated amortization expense for the next five years is as follows (in thousands):
| Year Ending December 31, | Amount |
|---|---|
| 2026 | $37,189 |
| 2027 | 37,189 |
| 2028 | 37,189 |
| 2029 | 37,189 |
| 2030 | 9,297 |
| Total future amortization expense | $158,053 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Other Assets, Net
Other assets, net, related to continuing operations consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Government guaranteed receivables | $47,100 | $41,948 |
| Retained bonds, at fair value (Note 5 - Fair Value) | 38,685 | 40,407 |
| Loans held for sale, at fair value (Note 5 - Fair Value) | 37,461 | 3,454 |
| Receivables, net of allowance of $8,264 and $3,135 | 26,425 | 20,935 |
| ROU assets (Note 12 - Leases) | 17,566 | 20,533 |
| Prepaid expenses | 10,013 | 11,998 |
| Fixed assets, net | 4,422 | 3,824 |
| Other | 15,704 | 14,162 |
| Total other assets, net | $197,376 | $157,261 |
- Nonrecourse Debt, at Fair Value
Nonrecourse debt, at fair value, consisted of the following (in thousands):
| Issue Date · Final Maturity Date(1) · Interest Rate · Original Issue Amount · December 31, 2025 · December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Securitization of non-agency reverse mortgage loans | May 2018 - September 2025 | December 2053 - September 2075 | 2.00% - 7.00% | $10,220,880 | $8,834,991 | $8,304,568 | |||
| Securitization of performing/nonperforming HECM loans | October 2024 - November 2025 | October 2034 - November 2035 | 4.00% - 6.00% | 1,135,800 | 749,110 | 677,035 | |||
| Securitization of commercial loans(2) | N/A | N/A | N/A | N/A | — | 8,245 | |||
| Total consolidated VIE nonrecourse debt UPB | 9,584,101 | 8,989,848 | |||||||
| Nonrecourse loan financing liability(3) | 376,423 | 374,071 | |||||||
| Fair value adjustments | (224,031) | (409,851) | |||||||
| Total nonrecourse debt, at fair value | $9,736,493 | $8,954,068 | |||||||
(1)The Company’s securitizations are generally callable at or following the optional redemption date as defined in each related indenture agreement.
(2)The nonrecourse debt associated with the securitization of commercial loans was fully paid off during 2025.
(3) Nonrecourse loan financing liability is comprised of nonrecourse debt associated with securitizations of non-agency mortgage loans. As the securitizations were determined to be unconsolidated VIEs and failed sale treatment, the associated nonrecourse debt is accounted for by the Company and presented separately from other nonrecourse debt. Refer to Note 4 - Variable Interest Entities and Securitizations for additional information.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Future repayment of nonrecourse debt issued by securitization trusts is dependent on the receipt of cash flows from the corresponding encumbered loans receivable. As of December 31, 2025, estimated maturities for nonrecourse debt for the next five years and thereafter are as follows (in thousands):
| Year Ending December 31, | Estimated Maturities |
|---|---|
| 2026 | $2,716,708 |
| 2027 | 1,887,846 |
| 2028 | 794,907 |
| 2029 | 404,861 |
| 2030 | 531,170 |
| Thereafter | 3,625,032 |
| Total payments on nonrecourse debt | $9,960,524 |
- Other Financing Lines of Credit
Other financing lines of credit consisted of the following (in thousands):
| Outstanding borrowings at | |||||||
|---|---|---|---|---|---|---|---|
| Maturity Date · Interest Rate · Collateral Pledged · Total Capacity(1) · December 31, 2025 · December 31, 2024 | |||||||
| Reverse Lines: | |||||||
| March 2026 - December 2026 | Secured Overnight Financing Rate (“SOFR”) + applicable margin | First and Second Lien Mortgages | $1,185,000 | $737,435 | $438,328 | ||
| Various(2) | Bond accrual rate/SOFR + applicable margin | Mortgage Related Assets | 353,901 | 335,443 | 356,915 | ||
| October 2027 | SOFR + applicable margin | HECM MSR | 70,000 | 63,462 | 69,231 | ||
| October 2026 | SOFR + applicable margin | Unsecuritized Tails | 40,000 | 20,269 | 19,947 | ||
| Total reverse lines of credit | 1,648,901 | 1,156,609 | 884,421 | ||||
| Mortgage Line: | |||||||
| Various(2) | Bond accrual rate + applicable margin | Mortgage Related Assets | 31,090 | 31,090 | 33,826 | ||
| Total other financing lines of credit | $1,679,991 | $1,187,699 | $918,247 | ||||
(1)Capacity is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions, and covenants of the respective agreements, including asset-eligibility requirements. Capacity amounts presented are as of December 31, 2025.
(2)These lines of credit are tied to the maturity date of the underlying mortgage related assets that have been pledged as collateral.
These facilities are generally structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender, as participation arrangements pursuant to which the lender acquires a participation interest in the related eligible loans, or as loan and security agreements under which eligible loans are pledged to the lender as collateral. The funds advanced to us are generally repaid using the proceeds from the sale or securitization of the loans to, or pursuant to, programs sponsored by Ginnie Mae or private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When we draw on these facilities, we generally must transfer and/or pledge eligible loans to the lender and comply with various financial and other covenants. Under the facilities, loans are generally transferred and/or pledged at an advance rate less than the principal balance of the loans, which serves as the primary credit enhancement for the lender. Since the advances to us are generally for less than 100%of the principal balance of the loans, we are required to use working capital to fund the remaining portion of the principal balance of the loans. The amount of the advance that is provided under the various facilities typically ranges from 50% to 100%of the principal balance of the loans. Upon expiration, management believes it will either renew its existing facilities or obtain sufficient additional lines of credit.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
As of December 31, 2025 and 2024, the weighted average interest rate on outstanding financing lines of credit was 8.18% and 7.14%, respectively.
The Company’s financing arrangements and credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage ratios, and profitability. As of December 31, 2025, the Company was in compliance with the financial covenants.
The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s government sponsored entities (“GSE”)/seller servicer contracts contain requirements that may restrict FOA Equity and its subsidiaries from paying distributions to its members. These restrictions include restrictions on paying distributions whenever the payment of such distributions would cause FOA Equity or its subsidiaries to no longer be in compliance with any of its financial covenants or GSE requirements. Further, FOA Equity is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of FOA Equity (with certain exceptions) exceed the fair value of its assets. Subsidiaries of FOA Equity are generally subject to similar legal limitations on their ability to make distributions to FOA Equity.
The maximum allowable distributions available to the Company are based on the most restrictive financial covenant ratios and are presented in the following tables (in thousands, except for ratios):
| Financial Covenants | Requirement | December 31, 2025 | Maximum Allowable Distribution |
|---|---|---|---|
| FAR | |||
| Adjusted Tangible Net Worth | $250,000 | $569,044 | $319,044 |
| Liquidity | 42,412 | 64,688 | 22,276 |
| Leverage Ratio | 6:1 | 2.7:1 | 315,994 |
| FAH | |||
| Adjusted Tangible Net Worth | $200,000 | $561,035 | $361,035 |
| Liquidity | 40,000 | 68,632 | 28,632 |
| Leverage Ratio | 10:1 | 3.1:1 | 388,240 |
| Financial Covenants | Requirement | December 31, 2024 | Maximum Allowable Distribution |
|---|---|---|---|
| FAR | |||
| Adjusted Tangible Net Worth | $250,000 | $501,883 | $251,883 |
| Liquidity | 40,129 | 45,512 | 5,383 |
| Leverage Ratio | 6:1 | 2.7:1 | 276,823 |
| FAH | |||
| Adjusted Tangible Net Worth | $200,000 | $502,744 | $302,744 |
| Liquidity | 40,000 | 47,794 | 7,794 |
| Leverage Ratio | 10:1 | 2.9:1 | 355,886 |
- Payables and Other Liabilities
Payables and other liabilities related to continuing operations consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued and other liabilities | $56,328 | $63,898 |
| Lease liabilities (Note 12 - Leases) | 25,669 | 28,474 |
| Accrued compensation expense | 18,716 | 13,222 |
| Ginnie Mae reverse mortgage buyout payable | 15,962 | 14,005 |
| Deferred purchase price liabilities | 14,054 | 18,354 |
| Total payables and other liabilities | $130,729 | $137,953 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Leases
The following table presents the Company’s operating lease portfolio (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ROU assets | $17,566 | $20,533 |
| Lease liabilities | 25,669 | 28,474 |
| Weighted average remaining lease term (in years) | 7.13 | 7.91 |
| Weighted average discount rate | 6.43% | 6.41% |
The following table presents the Company’s net operating lease cost (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Operating lease cost | $5,338 | $6,084 |
| Short-term lease cost | 40 | 171 |
| Total operating and short-term lease cost | 5,378 | 6,255 |
| Variable lease cost | 598 | 649 |
| Sublease income | (3,395) | (2,150) |
| Net lease cost | $2,581 | $4,754 |
The following table presents other information related to the Company’s operating leases (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases | $5,409 | $5,796 |
| Leased assets obtained in exchange for new operating lease liabilities | 905 | 1,322 |
The following table presents a maturity analysis of operating leases and a reconciliation of the undiscounted cash flows to lease liabilities as of December 31, 2025 (in thousands):
| Year Ending December 31, | Amount |
|---|---|
| 2026 | $5,462 |
| 2027 | 5,094 |
| 2028 | 3,722 |
| 2029 | 3,327 |
| 2030 | 3,360 |
| Thereafter | 11,503 |
| Total undiscounted lease payments | 32,468 |
| Less: Amounts representing interest | (6,799) |
| Total lease liabilities | $25,669 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Notes Payable
Senior Notes
Exchange
On November 5, 2020, FOAF issued $350 million aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Unsecured Notes”). On October 31, 2024 (the “Issue Date”), FOAF completed an exchange with certain existing noteholders of the 2025 Unsecured Notes. Existing noteholders, representing 97.892% of the aggregate principal amount outstanding of the 2025 Unsecured Notes, exchanged their respective 2025 Unsecured Notes in consideration for (i) the issuance of (a) $195,783,947 of FOAF’s new 7.875% Senior Secured Notes due November 30, 2026 (the “Senior Secured Notes”), with FOAF’s option to extend until November 30, 2027 (subsequently amended as described below), (b) $146,793,000 of FOAF’s new 10.000% Exchangeable Senior Secured Notes due November 30, 2029 (the “Exchangeable Secured Notes”) (collectively, the “Secured Notes”), and (ii) cash consideration of $856,555.
We concluded that the exchanged 2025 Unsecured Notes and Secured Notes had substantially different terms, and accordingly, we accounted for the exchange as an extinguishment of the 2025 Unsecured Notes and the issuance of the Secured Notes. As a result, the Company initially recorded the Secured Notes at fair value and recognized an extinguishment gain of $56.2 million for the year ended December 31, 2024, which is included in Non-funding interest income (expense), net, in the Consolidated Statements of Operations. The Secured Notes are subsequently being carried at amortized cost.
Senior Secured Notes
FOAF issued the Senior Secured Notes pursuant to an indenture (the “Senior Secured Notes Indenture”) among FOAF, FOA Equity and certain of its respective direct and indirect subsidiaries who act as guarantors (the “Guarantors”), and the Company and U.S. Bank Trust Company, National Association, as trustee (the “Senior Secured Notes Trustee”) and collateral trustee (the “Collateral Trustee”). The Senior Secured Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and are secured by the collateral as described below.
In accordance with the amendments as described below, the Senior Secured Notes will mature on November 30, 2026 (the “Scheduled Maturity Date”), provided that such Scheduled Maturity Date may be extended at the election of FOAF until November 30, 2027 (the “Extended Maturity Date”), subject to an increase in the applicable interest rate as described below, payment of a fee to the holders of the Senior Secured Notes equal to 0.25% of the principal amount of the Senior Secured Notes prior to the effectiveness of any such extension, and other customary provisions as described in the Senior Secured Notes Indenture.
In order to permit the transactions under the Repurchase Agreement (as defined in Note 23 - Related Party Transactions), FOA Equity, FOAF, certain of their direct and indirect subsidiaries who act as guarantors, and a requisite majority of holders of FOAF’s Secured Notes entered into certain amendments which provide that $60 million of the principal amount of the Senior Secured Notes will mature on the Scheduled Maturity Date, with FOAF retaining the option to extend the remaining principal balance to the Extended Maturity Date, and to provide for required uses of net proceeds from certain of the Additional Collateral (as defined below).
Pursuant to the Senior Secured Notes Indenture, FOAF was required to partially prepay in cash, by means of a redemption, a portion of the outstanding principal amount of the Senior Secured Notes in November 2025, in an amount equal to $0.23 per $1.00 principal amount of Senior Secured Notes outstanding, or $45.0 million.
The Senior Secured Notes bore interest at a rate of 7.875% per year until the first anniversary of the Issue Date and bear interest at a rate of 8.875% per year from the first anniversary of the Issue Date to the Scheduled Maturity Date. If FOAF elects the extension, the Senior Secured Notes will bear interest at a rate of 9.875% per year from the Scheduled Maturity Date until the Extended Maturity Date. FOAF pays interest semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.
In accordance with the Senior Secured Notes Indenture, as thetwo Revolving Working Capital Promissory Note Agreements (the “Working Capital Promissory Notes”) were paid off and terminated in August 2025 (refer to Note 23 - Related Party Transactions for additional information), FOAF is required to partially or fully redeem the Senior Secured Notes at a redemption price of par plus accrued and unpaid interest, upon the occurrence of certain specified events including, but not limited to (i) if amounts on deposit in a specified controlled account at month end and certain other additional determination dates, exceed, by at least $10.0 million, the amount of interest expected to be due and payable on the Secured Notes on the next two scheduled interest payment dates (based on the then
Finance of America Companies Inc.Notes to Consolidated Financial Statements
outstanding principal amount of the Secured Notes and the then applicable interest rate) and (ii) there are excess net cash proceeds from certain collateral dispositions to the extent not applied in accordance with the collateral disposition requirements of the Senior Secured Notes Indenture, in an amount equal to such net cash proceeds. The Senior Secured Notes will not be redeemable at FOAF’s option at any time.
If certain events constituting a Change of Control occur, as defined in the Senior Secured Notes Indenture, FOAF will be required to make an offer to repurchase all of the Senior Secured Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.
The Senior Secured Notes Indenture contains restrictive covenants that limit, among other things, the ability of FOAF and certain of its subsidiaries, including the Guarantors, to incur additional indebtedness, repay indebtedness before its respective stated maturity, make restricted payments (including investments), sell or dispose of assets, incur liens, and enter into certain transactions with affiliates. These incurrence-based covenants are subject to exceptions and qualifications. The Company was in compliance with all required covenants related to the Senior Secured Notes as of December 31, 2025.
Exchangeable Secured Notes
FOAF issued the Exchangeable Secured Notes pursuant to an indenture (the “Exchangeable Secured Notes Indenture”) among FOAF, the Company, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Exchangeable Notes Trustee”) and Collateral Trustee. The Exchangeable Secured Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and are secured by the collateral as described below.
The Exchangeable Secured Notes will mature on November 30, 2029 and bear interest at a rate of 10.000% per year, payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.
The Exchangeable Secured Notes are exchangeable on the terms set forth in the Exchangeable Secured Notes Indenture into shares of the Company’s Class A Common Stock. The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of Exchangeable Secured Notes (the “Exchange Rate”), which is equivalent to an initial exchange price of $27.50 per share of Class A Common Stock. The Exchange Rate will be subject to adjustment as provided in the Exchangeable Secured Notes Indenture. Holders of the Exchangeable Secured Notes have the right to exchange all or any portion of their Exchangeable Secured Notes at their option, at any time prior to the close of business on the second scheduled trading day immediately preceding November 30, 2029, subject to certain limitations as further described in the Exchangeable Secured Notes Indenture. To the extent that the Company, however, determines in good faith that it would be in the best interest of the Company to do so in order to preserve the benefit of tax attributes of the Company and/or its subsidiaries, including net operating losses, FOAF, in its discretion, may elect to settle any exchange in part or in whole by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange.
The Exchangeable Secured Notes will not be redeemable at FOAF’s option at any time, except in certain limited circumstances as provided for in the Exchangeable Secured Notes Indenture. In certain circumstances, FOAF may be required to offer to repurchase, partially or fully, the Exchangeable Secured Notes. If the Company or FOAF undergoes a Fundamental Change (as defined in the Exchangeable Secured Notes Indenture), subject to certain conditions, holders of the Exchangeable Secured Notes may require FOAF to repurchase all or part of their Exchangeable Secured Notes at a repurchase price equal to 101% of the principal amount of the Exchangeable Secured Notes to be repurchased, plus the applicable premium and accrued and unpaid interest.
The Exchangeable Secured Notes Indenture contains certain covenants and events of default similar to, but less restrictive than, those contained in the Senior Secured Notes Indenture. The Company was in compliance with all required covenants related to the Exchangeable Secured Notes as of December 31, 2025.
Collateral for the Secured Notes
In connection with the issuance of the Secured Notes, FOAF entered into a pledge and security agreement (the “Pledge and Security Agreement”) with the Collateral Trustee (appointed as such thereunder for purposes of the holding and perfecting the liens securing the Secured Notes) and the grantors party thereto, pursuant to which the collateral securing the Secured Notes’ obligations was granted.
In accordance with the Pledge and Security Agreement, as the Working Capital Promissory Notes were paid off and terminated in August 2025 (refer to Note 23 - Related Party Transactions for additional information), the Secured Notes are secured on a pari passu basis, pursuant to a collateral trust agreement among the grantors party thereto, the Senior Secured Notes Trustee, the Exchangeable Notes Trustee, and the Collateral Trustee (which governs the
Finance of America Companies Inc.Notes to Consolidated Financial Statements
relative rights among the holders of the Senior Secured Notes and the Exchangeable Secured Notes), by a first priority lien granted by the grantors in the Permanent Collateral (as defined below). The Permanent Collateral includes, subject to permitted liens, the equity instruments required to be retained by a subsidiary of FOA Equity (presently and in the future) in connection with the issuance of non-agency reverse mortgage loan asset-backed securitizations, and the equity interests in certain subsidiaries of FOA Equity (the “Permanent Collateral”).
FOAF and the Guarantors, as applicable, are required to enter into certain deposit account and securities account control agreements with respect to the Permanent Collateral, including under certain circumstances and threshold amounts with respect to unrestricted cash, subject to certain permitted uses.
On August 4, 2025, FOA Equity, FOAF, and certain of their direct and indirect subsidiaries who act as guarantors, together with the Collateral Trustee, entered into the first amendment to the Pledge and Security Agreement to provide for liens on certain additional collateral to secure the Senior Secured Notes and the Exchangeable Secured Notes, including certain residual proceeds, equity interests, and call rights related to securitizations of the MSR of FAR or any of its affiliates relating to HECM loans pooled in Ginnie Mae HMBS (the “Additional Collateral”). The Additional Collateral will be automatically released once the non-extendable Senior Secured Notes are paid in full on November 30, 2026.
2025 Unsecured Notes
The 2025 Unsecured Notes bore interest at a rate of 7.875% per year, payable semi-annually in arrears on May 15 and November 15. The 2025 Unsecured Notes were repaid and terminated in full in November 2025. As of December 31, 2024, the effective interest rate for our 2025 Unsecured Notes was 7.7%.
Convertible Notes
On August 4, 2025, the Company entered into convertible note purchase agreements with certain existing institutional investors, providing for the purchase of an aggregate of $40 million of a new series of unsecured convertible promissory notes (the “Convertible Notes”). The Convertible Notes, funded and issued on August 4, 2025, mature on August 4, 2028, have a 0% coupon rate, and are convertible, in whole or in part, at the option of the Company or the holder into shares of Class A Common Stock at $18.00 per share for the first year following the issuance date or $19.00 per share startingone year from the issuance date, in each case, subject to customary adjustments. If neither the Company nor the holder elects to convert the Convertible Notes into shares of Class A Common Stock, the $40 million will be payable on the maturity date. The Company has elected to account for the Convertible Notes at fair value under the fair value option.
Other Promissory Notes
The Company has an unsecured revolving working capital promissory note with Libman Family Holdings, LLC, a related party (the “LFH Promissory Note”), and previously had the related party Working Capital Promissory Notes. Refer to Note 23 - Related Party Transactions for additional information.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Notes payable consisted of the following (in thousands):
| December 31, 2025 · December 31, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description · Maturity Date · Interest Rate · Principal Amount · Unamortized Debt Discount and Issuance Costs · Carrying Value · Principal Amount · Unamortized Debt Discount and Issuance Costs · Carrying Value | ||||||||||||||||
| Senior Secured Notes | November 2026(1) | 8.875% | $150,754 | $(24,665) | $126,089 | $195,784 | $(39,710) | $156,074 | ||||||||
| Exchangeable Secured Notes | November 2029 | 10.000% | 146,793 | (16,753) | 130,040 | 146,793 | (20,734) | 126,059 | ||||||||
| LFH Promissory Note | August 2026 | 10.000% | 20,000 | — | 20,000 | — | — | — | ||||||||
| 2025 Unsecured Notes | N/A | N/A | — | — | — | 7,378 | — | 7,378 | ||||||||
| Working Capital Promissory Notes | N/A | N/A | — | — | — | 85,000 | — | 85,000 | ||||||||
| Total notes recorded at amortized cost | 317,547 | $(41,418) | 276,129 | 434,955 | $(60,444) | 374,511 | ||||||||||
| Convertible Notes, recorded at fair value | August 2028 | 0.000% | 40,000 | 53,800 | — | — | ||||||||||
| Total notes payable | $357,547 | $329,929 | $434,955 | $374,511 | ||||||||||||
(1)As discussed in the Senior Secured Notes section above, the Company has the option to extend a portion of the principal balance to the extended maturity date of November 30, 2027.
Interest expense on our notes payable consisted of the following (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Senior Secured Notes | ||
| Contractually stated | $16,169 | $2,543 |
| Amortization of debt discount and issuance costs | 15,045 | 2,360 |
| Total Senior Secured Notes | 31,214 | 4,903 |
| Exchangeable Secured Notes | ||
| Contractually stated | 13,897 | 2,231 |
| Amortization of debt discount and issuance costs | 3,981 | 639 |
| Total Exchangeable Secured Notes | 17,878 | 2,870 |
| Working Capital Promissory Notes | 7,509 | 11,319 |
| LFH Promissory Note | 444 | — |
| 2025 Unsecured Notes | 510 | 22,319 |
| Total interest expense (Note 17 - Interest Income and Interest Expense) | $57,555 | $41,411 |
As of December 31, 2025 and 2024, the effective interest rate for our Senior Secured Notes was 21.5% and 19.1%, respectively, and the effective interest rate for our Exchangeable Secured Notes was 13.7% for both years, inclusive of amortization of debt discount and issuance costs.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
As of December 31, 2025, the maturities of notes payable are as follows (in thousands):
| Year Ending December 31, | Amount |
|---|---|
| 2026 | $ 170,754(1) |
| 2027 | — |
| 2028 | 40,000 |
| 2029 | 146,793 |
| Total notes payable | $357,547 |
(1)As discussed in the Senior Secured Notes section above, the Company has the option to extend a portion of the principal balance to the extended maturity date of November 30, 2027.
- Litigation
The Company’s business is subject to legal proceedings, examinations, investigations, and reviews by various federal, state, and local regulatory and enforcement agencies as well as private litigants such as the Company’s borrowers or former employees. At any point in time, the Company may have open investigations with regulators or enforcement agencies, including examinations and inquiries related to its loan servicing and origination practices. These matters and other pending or potential future investigations, examinations, inquiries, or lawsuits may lead to administrative or legal proceedings, and possibly result in remedies, including fines, penalties, restitution, alterations in business practices, or additional expenses and collateral costs.
As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and reasonably estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company establishes an accrued liability and records a corresponding amount to litigation related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. For certain matters, the Company may determine that a loss is not probable but is reasonably possible or may consider a loss to be probable but cannot calculate a precise estimate of losses. For these matters, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material litigation and regulatory matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows in a future period.
The Company is a defendant in a representative lawsuit alleging violations of the California Labor Code and brought pursuant to the California Private Attorneys General Act (“PAGA”). The Company has settled the individual arbitration claim for a de minimis amount and is defending the representative PAGA claim. Due to the unpredictable nature of litigation generally, and the wide discretion afforded the Court in awarding civil penalties in PAGA actions, the outcome of this matter cannot be presently determined, and a range of possible losses cannot be reasonably estimated. Although this action is being vigorously defended, the Company could, in the future, incur a judgment or enter into a settlement that could have a negative effect on its results of operations in any particular period.
Legal expenses, which include, among other things, settlements and the fees paid to external legal service providers, were $2.4 million and $2.0 million for the years ended December 31, 2025 and 2024, respectively. These expenses are included in General and administrative expenses in the Consolidated Statements of Operations.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Commitments and Contingencies
Servicing of Mortgage Loans
The Company has contracted with third-party providers to perform specified servicing functions on its behalf. These services include maintaining borrower contact, facilitating borrower advances, generating borrower statements, collecting and processing payments of interest and principal, and facilitating loss-mitigation strategies in an attempt to keep defaulted borrowers in their homes. The contracts are generally fixed-term arrangements, with standard notification and transition terms governing termination of such contracts.
For reverse mortgages, defaults on loans leading to foreclosures may occur if borrowers fail to meet maintenance obligations, such as payment of taxes or home insurance premiums. When a default cannot be cured, the sub-servicers manage the foreclosure process and the filing of any insurance claims with HUD. The sub-servicers have responsibility for remitting timely advances and statements to borrowers and timely and accurate claims to HUD, including compliance with local, state, and federal regulatory requirements. Although the Company has outsourced its servicing function, as the issuer, the Company has responsibility for all aspects of servicing of the HECM loans and related HMBS beneficial interests under the terms of the servicing contracts, state laws, and regulations.
Additionally, the sub-servicers are responsible for remitting payments to investors, including interest accrued, interest shortfalls, and funding advances such as taxes and home insurance premiums. Advances are typically remitted by the Company to the sub-servicers on a daily basis.
Contractual sub-servicing fees related to sub-servicer arrangements are generally based on a fixed dollar amount per loan and are included in Loan servicing expenses in the Consolidated Statements of Operations.
Unfunded Commitments
The Company is required to fund further borrower advances (where the borrower has not fully drawn down the HECM or non-agency reverse mortgage loan proceeds available) and fund the payment of the borrower’s obligation to pay FHA monthly insurance premiums for HECM loans.
The outstanding unfunded commitments available to borrowers related to agency and non-agency reverse mortgage loans were $4.4 billion and $4.5 billion as of December 31, 2025 and 2024, respectively. This additional borrowing capacity is primarily in the form of undrawn lines of credit.
The Company also has commitments to purchase loans totaling $0.8 million and $1.7 million as of December 31, 2025 and 2024, respectively.
Mandatory Repurchase Obligation
The Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. Performing repurchased loans are typically conveyed to HUD and nonperforming repurchased loans are generally liquidated in accordance with program requirements. Loans are considered nonperforming upon events including, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance are not being paid.
As an issuer of HMBS, the Company also has the option to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools without prior approval from Ginnie Mae in certain instances. These situations include: the borrower requesting an additional advance that causes the outstanding principal balance to be equal to or greater than 98% of the MCA; the borrower’s loan becoming due and payable under certain circumstances; the borrower not occupying the home for greater than twelve consecutive months for physical or mental illness, and the home is not the residence of another borrower; or the borrower failing to perform in accordance with the terms of the loan.
For each HECM loan that the Company securitizes into agency HMBS, the Company is required to covenant and warrant to Ginnie Mae, among other things, that the HECM loans related to each participation included in the agency HMBS are eligible under the requirements of the National Housing Act and the Ginnie Mae MBS Guide, and that the Company will take all actions necessary to ensure the HECM loan’s continued eligibility. The Ginnie Mae HMBS program requires that the Company removes the participation related to any HECM loan that does not meet the requirements of the Ginnie Mae MBS Guide. In addition to securitizing HECM loans into agency HMBS, the Company may sell HECM loans to third parties, and the agreements with such third parties include standard representations and warranties related to such loans, which if breached, may require the Company to repurchase the HECM loan and/or indemnify the purchaser for losses related to such HECM loans. In the case where the Company
Finance of America Companies Inc.Notes to Consolidated Financial Statements
repurchases the loan, the Company bears any subsequent credit loss on the loan. To the extent that the Company is required to remove a loan from an agency HMBS, purchase a loan from a third-party, or indemnify a third-party, the potential losses suffered by the Company may be reduced by any recourse the Company has to the originating broker and/or correspondent lender, if applicable, to the extent such entity breached similar or other representations and warranties. Under most circumstances, the Company has the right to require the originating broker/correspondent lender to repurchase the related loan from the Company and/or indemnify the Company for losses incurred. The Company seeks to manage the risk of repurchase and associated credit exposure through the Company’s underwriting and quality assurance practices.
- Equity-Based Compensation
Restricted Stock Units
Pursuant to the terms of the 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), the Company grants equity-based compensation to certain employees and non-employee Board members, henceforth referred to as Non-LTIP Restricted Stock Units (“Non-LTIP RSUs”). Vested Non-LTIP RSUs are settled with issuance of shares of Class A Common Stock of FOA to the participant and a respective count of Class A LLC Units of FOA Equity (“Class A LLC Units”) to FOA. There are 707,701 shares authorized and available for award as of December 31, 2025.
Additionally, pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (“A&R MLTIP”), there weretwo types of equity-based compensation granted to employees, henceforth referred to as Replacement Restricted Stock Units (“Replacement RSUs”) and Earnout Right Restricted Stock Units (“Earnout Right RSUs”). The issuance of the Replacement RSUs and Earnout Right RSUs to employees under the A&R MLTIP are funded by the exchange of outstanding Class A Common Stock and Class A LLC Units. Therefore, any shares issued to employees under the A&R MLTIP do not result in incremental share ownership in the Company, and the total compensation costs associated with the vesting of the Replacement RSUs and Earnout Right RSUs are directly allocated to the noncontrolling interest and to FOA in proportion to their sharing percentages of exchanged units.
Non-LTIP RSUs
Pursuant to the terms of the Restricted Stock Unit Agreement under the Omnibus Incentive Plan, the Company grants Non-LTIP RSUs to certain employees and non-employee Board members. The RSUs granted have various grant dates and vesting schedules. All vesting is subject to each holder’s continued employment and is subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan.
The Company maintains an Employee Stock Purchase Plan (the “ESPP”) for the benefit of its employees. Participation in the ESPP is voluntary and is open to any Company employee who satisfies the eligibility requirements under the ESPP, other than the Company’s “officers” (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act”). The ESPP allows for shares of the Company’s Class A Common Stock to be purchased on behalf of participants, using funds contributed by participants through payroll deductions. Participants can contribute up to the lesser of 15% of their Base Earnings (as defined in the ESPP) or $50,000 per calendar year. The ESPP includes a matching component under which participating employees are eligible to receive a grant of restricted stock units (“Match RSUs”) pursuant to, and in accordance with, the Omnibus Incentive Plan. The number of Match RSUs granted to participants for each offering period will equal 20% of the shares purchased by participants under the ESPP for that offering period.
Replacement RSUs
Pursuant to the terms of the A&R MLTIP, in consideration for the cancellation of their Phantom Units in FOA Equity, the Company granted Replacement RSUs to each employee who held Phantom Units and remained employed as of the Replacement RSU grant date, April 1, 2021.
Following the terms of the A&R MLTIP,25% of the Replacement RSUs vested on the Replacement RSU grant date, and the remaining 75% vested in equal installments on each of the first three anniversaries of April 1, 2021, subject to each holder’s continued employment. The Replacement RSUs vested into shares of Class A Common Stock.
Equity-based compensation expense for the Replacement RSUs was $2.7 million for the year ended December 31, 2024. As of April 1, 2024, there were no outstanding Replacement RSUs and no remaining compensation expense to recognize.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Earnout Right RSUs
In addition to the Replacement RSUs, participants in the A&R MLTIP are entitled to receive additional Earnout Right RSUs if the Company achieves certain market-based conditions. Earnout Right RSUs have the same service-based vesting conditions as the Replacement RSUs, along with the additional market-based vesting conditions. The first tranche of Earnout Right RSUs vest upon satisfaction of the service-based vesting conditions and if, at any time through April 1, 2027, the VWAP of FOA’s Class A Common Stock is greater than or equal to $125 for anytwenty out ofthirty consecutive trading days. The second tranche of Earnout Right RSUs vest upon satisfaction of the service-based vesting conditions and if, at any time through April 1, 2027, the VWAP of FOA’s Class A Common Stock is greater than or equal to $150 for anytwenty out ofthirty consecutive trading days.
The market-based vesting conditions have been factored into the grant date fair value measurement of the Earnout Right RSUs using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation model included a volatility rate of 60%, risk free rate of 1.14%, and a weighted average expected term of 1.06 years for the first tranche of Earnout Right RSUs and 1.52 years for the second tranche of Earnout Right RSUs.
The following tables present RSU activity:
| Grant Date Fair Value | |||||
|---|---|---|---|---|---|
| Non-LTIP RSUs | Number of Units Unvested | Number of Units Vested | Total Number of Units | Weighted Average Price Per Unit | Total Fair Value (in thousands) |
| Outstanding, December 31, 2024 | 1,298,877 | — | 1,298,877 | $10.72 | $13,922 |
| Granted | 473,592 | — | 473,592 | 20.94 | 9,917 |
| Vested | (566,700) | 566,700 | — | — | — |
| Forfeited | (34,175) | — | (34,175) | 14.40 | (492) |
| Settled | — | (566,700) | (566,700) | 10.92 | (6,187) |
| Outstanding, December 31, 2025 | 1,171,594 | — | 1,171,594 | $14.65 | $17,160 |
Equity-based compensation expense for the Non-LTIP RSUs was $7.4 million and $5.7 million for the years ended December 31, 2025 and 2024, respectively. Unrecognized equity-based compensation expense for the Non-LTIP RSUs totaled $10.0 million as of December 31, 2025 and is expected to be recognized over 1.9 years.
| Grant Date Fair Value | |||||
|---|---|---|---|---|---|
| Earnout Right RSUs | Number of Units Unvested | Number of Units Vested | Total Number of Units | Weighted Average Price Per Unit | Total Fair Value (in thousands) |
| Outstanding, December 31, 2024 and December 31, 2025 | 145,800 | — | 145,800 | $89.05 | $12,984 |
There was no activity related to the Earnout Right RSUs during the year ended December 31, 2025. Equity-based compensation expense for the Earnout Right RSUs was $0.1 million for the year ended December 31, 2024. As of April 1, 2024, there was no remaining compensation expense associated with the Earnout Right RSUs.
Options
On November 7, 2024, pursuant to the terms of the Omnibus Incentive Plan, the Company granted options to certain members of senior management, including certain officers of the Company. The options vest on the second anniversary of the grant date, subject to each holder’s continued employment on the vesting date. The options are exercisable for a period offive years from the grant date for Class A LLC Units on aone-for-one basis, which Class A LLC Units are exchangeable on aone-for-one basis for shares of the Company’s Class A Common Stock.
On December 19, 2025, pursuant to the terms of the Omnibus Incentive Plan, the Company granted options to certain members of senior management, including certain officers of the Company. The options vest in equal installments on each of the first three anniversaries of the grant date, subject to each holder’s continued employment on the vesting date. The options are exercisable for a period offive years from the grant date for shares of the Company’s Class A Common Stock on aone-for-one basis.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The following table presents the option award activity:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |
|---|---|---|---|---|
| Outstanding, December 31, 2024 | 720,000 | $25.00 | 4.8 | $2,246 |
| Granted | 770,000 | 25.00 | ||
| Outstanding, December 31, 2025 | 1,490,000 | $25.00 | 4.4 | $— |
The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was$12.55 and$7.30 per option, respectively.
Equity-based compensation expense for the options was $2.8 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively. Unrecognized equity-based compensation expense for the options totaled $11.8 million as of December 31, 2025 and is expected to be recognized over 2.5 years.
The Company estimated the fair value of the options at the date of grant using the Black-Scholes option pricing model based on the following inputs:
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Expected volatility | 65.3% | 75.0% |
| Expected dividend yield | 0.0% | 0.0% |
| Risk-free interest rate | 3.7% | 4.2% |
| Expected term (in years) | 5.0 | 5.0 |
Expected volatility - This measure was based on the historical volatility of the Company’s common stock price.
Expected dividend yield - The Company estimated the expected dividend yield to be zero as the Company did not expect to pay dividends on its common stock in the foreseeable future.
Risk-free interest rate - This rate was based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.
Expected term - The period of time over which the awards were expected to remain outstanding.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Interest Income and Interest Expense
Interest income and interest expense consisted of the following (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Interest income: | ||
| Interest income on mortgage loans | $1,902,352 | $1,890,700 |
| Other interest income | 17,618 | 14,514 |
| Total portfolio interest income | 1,919,970 | 1,905,214 |
| Interest expense: | ||
| Interest expense on HMBS and nonrecourse obligations(1) | (1,575,252) | (1,559,341) |
| Interest expense on other financing lines of credit | (83,958) | (77,945) |
| Total portfolio interest expense | (1,659,210) | (1,637,286) |
| Net portfolio interest income | 260,760 | 267,928 |
| Non-portfolio interest income | 439 | 1,913 |
| Interest expense on notes payable (Note 13 - Notes Payable) | (57,555) | (41,411) |
| Other non-funding interest expense | (446) | — |
| Gain on the exchange of our senior notes (Note 13 - Notes Payable) | — | 56,193 |
| Non-funding interest income (expense), net | (57,562) | 16,695 |
| Net interest income | $203,198 | $284,623 |
- General and Administrative Expenses
General and administrative expenses related to continuing operations consisted of the following (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Professional and consulting fees | $19,843 | $20,480 |
| Communications and data processing | 18,254 | 22,745 |
| Occupancy, equipment rentals, and other office related expenses | 2,825 | 4,904 |
| Other expenses | 10,171 | 11,333 |
| Total general and administrative expenses | $51,093 | $59,462 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Income Taxes
The provision for income taxes related to continuing operations consisted of the following (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Current benefit | ||
| Federal | $— | $(13) |
| Deferred expense | ||
| Federal | 2,651 | 2,010 |
| State | 868 | 401 |
| Total deferred expense | 3,519 | 2,411 |
| Provision for income taxes | $3,519 | $2,398 |
The following table presents a reconciliation of the U.S. federal statutory income tax rate to our effective tax rate from continuing operations (dollars in thousands):
| Year ended | ||||
|---|---|---|---|---|
| December 31, | ||||
| 2025 | 2024 | |||
| Amount | Percent | Amount | Percent | |
| Tax provision at U.S. federal statutory rate | $23,750 | 21.0% | $8,991 | 21.0% |
| State and local income taxes, net of federal income tax effect(1) | 868 | 0.8 | 401 | 0.9 |
| Nontaxable or nondeductible items: | ||||
| Noncontrolling interest | (12,139) | (10.7) | (4,373) | (10.2) |
| Fair value adjustments on certain financial instruments | 1,302 | 1.1 | — | — |
| Other | (965) | (0.9) | 513 | 1.2 |
| Tax credits: | ||||
| Research and development | 110 | 0.1 | (109) | (0.3) |
| Changes in valuation allowances | (8,811) | (7.8) | (2,458) | (5.7) |
| Other tax adjustments | (596) | (0.5) | (567) | (1.3) |
| Tax provision at effective tax rate | $3,519 | 3.1% | $2,398 | 5.6% |
(1) The jurisdictions that contribute to the majority of the tax effect in this category are California, New York, Colorado, Oklahoma, Oregon, and Utah.
The effective tax rate is calculated by dividing the provision for income taxes by net income from continuing operations before income taxes. The Company’s effective tax rate on continuing operations for the years ended December 31, 2025 and 2024 differs from the U.S. federal statutory rate primarily due to the income attributable to noncontrolling interest and the changes in valuation allowances previously recorded against deferred tax assets, including NOL carryforwards and other deferred tax assets.
FOA is taxed as a corporation and is subject to U.S. federal, state, and local taxes on the income allocated to it from FOA Equity based upon FOA’s economic interest in FOA Equity as well as any stand-alone income it generates. FOA Equity and its disregarded subsidiaries, collectively, are treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, FOA Equity is not subject to U.S. federal and certain state and local income taxes. FOA Equity’s members, including FOA, are liable for U.S. federal, state, and local income taxes based on their allocable share of FOA Equity’s pass-through taxable income.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences attributable to those temporary differences and the expected benefits of net operating losses and carryforwards. Deferred tax assets and liabilities are
Finance of America Companies Inc.Notes to Consolidated Financial Statements
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Deferred tax assets | ||
| Loss carryforwards | $52,084 | $41,410 |
| Earnout awards | 5,315 | 5,025 |
| Research and development tax credits | 1,406 | 1,482 |
| TRA | 1,040 | 836 |
| Other | 207 | 177 |
| Gross deferred tax assets | 60,052 | 48,930 |
| Valuation allowance | (35,502) | (38,454) |
| Deferred tax assets, net of valuation allowance | 24,550 | 10,476 |
| Deferred tax liabilities | ||
| Investment in FOA Equity | 30,688 | 13,095 |
| Gross deferred tax liabilities | 30,688 | 13,095 |
| Net deferred tax liability | $(6,138) | $(2,619) |
As of December 31, 2025 and 2024, the federal and state NOL carryforwards were$195.3 million and$164.1 million, respectively. It is expected that these NOLs will not expire.
A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. As of December 31, 2025, the Company had cumulative income on a three-year basis. However, due to our forecast of continued taxable losses, management concluded that a valuation allowance for the deferred tax asset in excess of deferred tax liabilities should be maintained. Based on the Company’s financial performance in future periods and our financial projections, the Company could record a reversal of all, or a portion of the valuation allowance associated with deferred tax assets in future periods. Any such change is subject to actual performance and other considerations that may present positive or negative evidence at the time of the assessment. Further, the Company determined that the future sources of taxable income from reversing temporary differences that comprise the investment in FOA Equity deferred tax liability would only be fully realized upon sale of FOA’s interest in FOA Equity. Accordingly, the deferred tax liability from investment in FOA Equity has been treated as an indefinite-lived intangible and is limited by the federal net operating loss utilization rules. The net change in the valuation allowance was$3.0 million and$3.9 million for the years ended December 31, 2025 and 2024, respectively, primarily due to the results of operations and the related impact on the investment in FOA Equity and the NOL carryforwards. Furthermore, changes in the valuation allowance of $4.5 million and $1.2 million associated with transactions with the noncontrolling interest in the years ended December 31, 2025 and 2024, respectively, were offset to additional paid-in capital.
Net deferred tax liabilities are included in accrued and other liabilities, which is part of Payables and other liabilities in the Consolidated Statements of Financial Condition.
Tax positions taken in tax years that remain open under the statute of limitations will be subject to examinations by tax authorities. With few exceptions, the Company is no longer subject to state or local examinations by tax authorities for tax years ended December 31, 2021 or prior.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
The Company’s unrecognized tax benefits, excluding related interest and penalties, were (in thousands):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Unrecognized tax benefits—beginning of period | $437 | $421 |
| Increases on tax positions related to the current period | — | 47 |
| Decreases on tax positions related to prior periods | (33) | (31) |
| Unrecognized tax benefits—end of period | $404 | $437 |
If recognized, the entire amount of the tax benefits disclosed above would reduce the Company’s annual effective tax rate. FOA does not believe that it will have a material increase or decrease in its unrecognized tax benefits during the coming year. Federal, state, and local income taxes paid were insignificant during the years ended December 31, 2025 and 2024 due to our taxable losses and the availability of net operating loss carryforwards.
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025, introducing tax law changes with various effective dates. The provisions in the Act do not have a material impact on our consolidated financial statements.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Business Segment Reporting
The following tables present financial information by segment (in thousands):
| For the year ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Retirement Solutions | Portfolio Management | Total Reportable Segments | Corporate and Other | Eliminations | Total | |
| Portfolio interest income | ||||||
| Interest income | $— | $1,919,970 | $1,919,970 | $— | $— | $1,919,970 |
| Interest expense | — | (1,659,210) | (1,659,210) | — | — | (1,659,210) |
| Net portfolio interest income | — | 260,760 | 260,760 | — | — | 260,760 |
| Other income (expense) | ||||||
| Net origination gains | 226,068 | — | 226,068 | — | — | 226,068 |
| Gains on securitization of HECM tails, net | — | 45,365 | 45,365 | — | — | 45,365 |
| Fair value changes from model amortization | — | (153,656) | (153,656) | — | — | (153,656) |
| Fair value changes from market inputs or model assumptions | — | 146,963 | 146,963 | — | — | 146,963 |
| Net fair value changes on loans and related obligations | 226,068 | 38,672 | 264,740 | — | — | 264,740 |
| Fee income | 26,914 | 3,072 | 29,986 | — | (492) | 29,494 |
| Non-funding interest expense, net | — | — | — | (57,562) | — | (57,562) |
| Net other income (expense) | 252,982 | 41,744 | 294,726 | (57,562) | (492) | 236,672 |
| Total revenues | 252,982 | 302,504 | 555,486 | (57,562) | (492) | 497,432 |
| Expenses | ||||||
| Salaries, benefits, and related expenses | 92,016 | 15,019 | 107,035 | 38,735 | — | 145,770 |
| Loan production and portfolio related expenses | 6,745 | 47,558 | 54,303 | — | — | 54,303 |
| Loan servicing expenses | — | 31,162 | 31,162 | — | — | 31,162 |
| Marketing and advertising expenses | 48,572 | — | 48,572 | 36 | — | 48,608 |
| Amortization and depreciation | 37,312 | 45 | 37,357 | 1,238 | — | 38,595 |
| General and administrative expenses | 22,126 | 10,366 | 32,492 | 19,093 | (492) | 51,093 |
| Total expenses | 206,771 | 104,150 | 310,921 | 59,102 | (492) | 369,531 |
| Other, net | — | — | — | (14,804) | — | (14,804) |
| Net income (loss) before taxes | $46,211 | $198,354 | $244,565 | $(131,468) | $— | $113,097 |
| Total assets | $214,601 | $30,458,518 | $30,673,119 | $1,078,605 | $(1,018,426) | $30,733,298 |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Retirement Solutions | Portfolio Management | Total Reportable Segments | Corporate and Other | Eliminations | Total | |
| Portfolio interest income | ||||||
| Interest income | $— | $1,905,214 | $1,905,214 | $— | $— | $1,905,214 |
| Interest expense | — | (1,637,286) | (1,637,286) | — | — | (1,637,286) |
| Net portfolio interest income | — | 267,928 | 267,928 | — | — | 267,928 |
| Other income (expense) | ||||||
| Net origination gains | 179,837 | — | 179,837 | — | — | 179,837 |
| Gains on securitization of HECM tails, net | — | 45,535 | 45,535 | — | — | 45,535 |
| Fair value changes from model amortization | — | (201,101) | (201,101) | — | — | (201,101) |
| Fair value changes from market inputs or model assumptions | — | 55,924 | 55,924 | — | — | 55,924 |
| Net fair value changes on loans and related obligations | 179,837 | (99,642) | 80,195 | — | — | 80,195 |
| Fee income | 26,477 | 3,561 | 30,038 | — | (492) | 29,546 |
| Non-funding interest income, net | — | — | — | 16,695 | — | 16,695 |
| Net other income (expense) | 206,314 | (96,081) | 110,233 | 16,695 | (492) | 126,436 |
| Total revenues | 206,314 | 171,847 | 378,161 | 16,695 | (492) | 394,364 |
| Expenses | ||||||
| Salaries, benefits, and related expenses | 83,448 | 15,513 | 98,961 | 39,399 | — | 138,360 |
| Loan production and portfolio related expenses | 7,887 | 28,318 | 36,205 | — | — | 36,205 |
| Loan servicing expenses | — | 31,323 | 31,323 | — | — | 31,323 |
| Marketing and advertising expenses | 39,337 | 41 | 39,378 | 51 | — | 39,429 |
| Amortization and depreciation | 37,751 | 77 | 37,828 | 1,119 | — | 38,947 |
| General and administrative expenses | 26,521 | 12,177 | 38,698 | 21,256 | (492) | 59,462 |
| Total expenses | 194,944 | 87,449 | 282,393 | 61,825 | (492) | 343,726 |
| Impairment of other assets | (291) | — | (291) | (600) | — | (891) |
| Other, net | (174) | — | (174) | (6,757) | — | (6,931) |
| Net income (loss) before taxes | $10,905 | $84,398 | $95,303 | $(52,487) | $— | $42,816 |
| Total assets | $250,519 | $28,877,278 | $29,127,797 | $1,343,803 | $(1,317,561) | $29,154,039 |
The Company has identifiedtwo reportable segments: Retirement Solutions and Portfolio Management. The Chief Operating Decision Maker (“CODM”) are certain officers of the Company, which include the Chief Executive Officer, Chief Financial Officer, and Chief Investment Officer. The CODM evaluates the performance of the Company’s segments based on net income (loss) before taxes. The CODM uses this reported measure along with periodic reviews of results and overall market activity to allocate resources to segments in the planning and forecasting process.
Our Retirement Solutions segment conducts all of our Company’s loan origination activity, including the origination and acquisition of HECM loans and non-agency reverse mortgage loans through both the retail and third-party originator channels. The Retirement Solutions segment generates revenue from fees earned at the time of loan origination as well as from the initial estimate of net origination gains, with all originated loans accounted for at fair value. Once originated, the loans are transferred to our Portfolio Management segment, and any future fair value adjustments, including interest earned, on these originated loans are reflected in the revenues of our Portfolio Management segment until final disposition.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Our Portfolio Management segment provides product development, loan securitization, loan sales, risk management, servicing oversight, and asset management services to the Company. Our Portfolio Management team acts as the connector between borrowers and investors. The direct connections to investors, provided primarily by our Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer, allow us to innovate and manage risk through better price and product discovery. Given our scale, we are able to work directly with investors and, where appropriate, retain assets on the balance sheet for attractive return opportunities. These retained investments are a source of growing and recurring interest and other servicing-related income. The Portfolio Management segment primarily generates revenue from the net interest income and fair value changes on portfolio assets, monetized through securitization, sale, or other financing of those assets.
Corporate and Other
Corporate and Other consists of our corporate services groups, which support the operations of our Company.
The Company’s segments are based upon the Company’s organizational structure which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on actual cost of services performed based on a direct resource utilization, estimate of percentage use for shared services, or headcount percentage for certain functions. Non-allocated corporate expenses include administrative costs of executive management and other corporate functions that are not directly attributable to the Company’s reportable segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties. To reconcile the Company’s consolidated results, certain inter-segment revenues and expenses are eliminated in the “Eliminations” column in the previous tables.
- Liquidity and Capital Requirements
Compliance Requirements
FAR
As an issuer of HMBS, FAR is subject to minimum net worth, liquidity, and leverage requirements as well as minimum insurance coverage established by Ginnie Mae.
The minimum net worth required is $5.0 million plus 1% of FAR’s outstanding HMBS and unused commitment authority from Ginnie Mae. The liquidity requirement is for 20% of FAR’s required net worth to be in the form of cash or cash equivalent assets. The leverage requirement is to maintain a ratio of net worth to total assets of at least 6%.
As of December 31, 2025, FAR was in compliance with the minimum net worth, liquidity, capitalization levels, and insurance requirements of Ginnie Mae. The minimum net worth required of FAR by Ginnie Mae was $192.8 million as of December 31, 2025. FAR’s actual net worth calculated based on Ginnie Mae guidance was $567.3 million as of December 31, 2025. The minimum liquidity required of FAR by Ginnie Mae was $38.6 million as of December 31, 2025. FAR’s actual cash and cash equivalents were $64.7 million as of December 31, 2025. FAR’s actual ratio of net worth to total assets was below the Ginnie Mae requirement due to the Company’s determination that HECM loans transferred into HMBS as well as its HECM buyout and non-agency reverse mortgage loan securitizations do not meet the requirements of sale accounting and are not derecognized upon date of transfer. Based on this, FAR requested and received a waiver for the minimum outstanding capital requirements from Ginnie Mae. Therefore, FAR was in compliance with all Ginnie Mae requirements.
In addition, FAR is required to maintain both fidelity bond and errors and omissions insurance coverage at tiered levels based on the aggregate UPB of the loans serviced by FAR throughout the year. FAR is required to conduct compliance testing at least quarterly to ensure compliance with the foregoing requirements. As of December 31, 2025, FAR was in compliance with applicable requirements.
FOA Securities
Finance of America Securities LLC (“FOA Securities”), one of the operating service subsidiaries of Incenter, operates in a highly regulated environment and is subject to federal and state laws, SEC rules, and FINRA rules and guidance. Applicable laws and regulations restrict permissible activities and require compliance with a wide range of financial and customer-related protections. The consequences of noncompliance can include substantial monetary and nonmonetary sanctions. In addition, FOA Securities is subject to comprehensive examination by its regulators.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
These regulators have broad discretion to impose restrictions and limitations on the operations of the Company and to impose sanctions for noncompliance. FOA Securities is subject to the SEC’s Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital. FOA Securities computes net capital under the alternative method. Under this method, the required minimum net capital is $250 thousand. As of December 31, 2025, FOA Securities was in compliance with the minimum net capital requirement.
Additionally, FOA Securities claims the exemption provision of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because FOA Securities’ other business activities are limited to (1) proprietary trading; (2) receiving transaction-based compensation for referring securities transactions to other broker-dealers; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4.
- Concentrations of Risk
The Company’s activities are subject to significant risks and uncertainties, including management’s ability to adequately develop its service lines and acquire adequate customer and revenue bases, as well as overall market demand for its services. In addition, the Company engages in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
Financial instruments, which potentially subject the Company to credit risk, primarily consist of cash and cash equivalents, loans held for investment, loans held for sale, and retained bonds.
The Company invests its excess cash balances that may exceed federal insured limits with creditworthy financial institutions, primarily in accounts that are exposed to minimal interest rate and credit risk. The Company maintains multiple banking relationships with both national and regional banks and actively monitors the financial stability of such institutions to ensure they have sufficient capital to meet the Company’s funding needs and can withstand a sudden liquidity stress event or an unexpected significant amount of withdrawal requests submitted at the same time by multiple customers.
Credit risk is reduced by the Company’s underwriting standards, monitoring of pledged collateral, and other in-house monitoring procedures performed by management. The Company’s credit exposure for amounts due from investors is minimized since its policy is to sell mortgages only to highly reputable and financially sound financial institutions.
FAR originates, purchases, sells, securitizes, and services HECM loans. FAR is subject to approval of, and is heavily regulated by, federal and state regulatory agencies as a mortgage lender, Ginnie Mae issuer, broker, and servicer. The secondary market for the FHA-insured HECM loans is not assured. The program could be jeopardized if Congressional appropriations required in future years are not forthcoming, and consumer demand could decline if FHA actions reduce the initial principal limits available to borrowers.
FAR also originates non-agency reverse mortgage loans, which are not insured by the FHA.
FAR depends on its ability to securitize reverse mortgage loans, subsequent borrower draws, mortgage insurance premiums, service fees, and other advances, and would be adversely affected if the ability to access the secondary market were to be limited.
Reverse mortgage loans are sold or financed through one of the following methods: (i) sales or financing securitizations to or pursuant to programs sponsored by Ginnie Mae or (ii) sales or financing securitizations issued to private investors. The Company sold to or securitized with Ginnie Mae $1.1 billion and $1.0 billion of newly originated HECM loans for the years ended December 31, 2025 and 2024, respectively. The Company sold to or securitized with private investors $1.8 billion and $1.1 billion of reverse mortgage loans forthe years ended December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 92% non-agency reverse mortgage loans and 8% HECM buyouts. For the year ended December 31, 2024, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 91% non-agency reverse mortgage loans and 9% HECM buyouts.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
Concentrations of credit risk associated with reverse mortgage loans are limited due to the large number of customers and their dispersion across many geographic areas. The following table presents the percentage of all reverse mortgage loans in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located, and is based on remaining UPB. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| California | 44% | 44% |
| Florida | 6% | 6% |
| New York | 5% | 5% |
| Colorado | 5% | 5% |
| Washington | 5% | 4% |
| Texas | 4% | 5% |
| Other | 31% | 31% |
| Total | 100% | 100% |
A significant portion of the Company’s non-agency reverse mortgage loans are originated within the state of California. The Company’s non-agency reverse mortgage loan concentration, based on remaining UPB, is presented in the following table. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| California | 72% | 74% |
| Other | 28% | 26% |
| Total | 100% | 100% |
The following table presents the percentage of reverse mortgage loans in the Consolidated Statements of Financial Condition that are insured by the FHA compared to non-agency reverse mortgages.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Agency | 66% | 68% |
| Non-agency | 34% | 32% |
| Total | 100% | 100% |
Loans previously repurchased out of a HMBS that were subsequently securitized contain limited concentrations of credit risk due to the dispersion across many geographic areas. The following table presents the percentage of securitized HECM buyouts in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located, and is based on remaining UPB. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| New York | 22% | 23% |
| California | 12% | 9% |
| Texas | 10% | 10% |
| Florida | 7% | 7% |
| Pennsylvania | 5% | 5% |
| Puerto Rico | 4% | 6% |
| Other | 40% | 40% |
| Total | 100% | 100% |
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Related Party Transactions
Promissory Notes
On August 4, 2025, the Company’stwo outstanding Working Capital Promissory Notes with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC (“LFH”), which are deemed affiliates of the Company, were repaid and terminated in full in accordance with the terms of the Working Capital Promissory Notes. The Working Capital Promissory Notes had outstanding amounts of $85.0 million as of December 31, 2024, recorded within Notes payable in the Consolidated Statements of Financial Condition. The Company paid $8.5 million and $11.7 million of interest related to the Working Capital Promissory Notes for the years ended December 31, 2025 and 2024, respectively.
Additionally, on August 4, 2025, FAR entered into the unsecured LFH Promissory Note, which provides for an uncommitted revolving facility of up to $20.0 million. The LFH Promissory Note accrues interest monthly at a rate of 10% per annum and matures on August 4, 2026. The LFH Promissory Note had an outstanding amount of $20.0 million as of December 31, 2025, recorded within Notes payable in the Consolidated Statements of Financial Condition. The Company paid $0.4 million of interest related to the LFH Promissory Note during the year ended December 31, 2025.
Secured Notes and 2025 Unsecured Notes
In November 2020, LFH purchased a portion of the 2025 Unsecured Notes. In October 2024, the related party exchanged all of their 2025 Unsecured Notes for Secured Notes. The Company recognized a $12.7 million gain for the year ended December 31, 2024, on the extinguishment of the notes exchanged with LFH, which is included in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
The Company had $67.1 million and $77.3 million of Secured Notes due to LFH as of December 31, 2025 and 2024, respectively, recorded within Notes payable in the Consolidated Statements of Financial Condition. Additionally, the Company paid $6.8 million of interest to LFH related to the Secured Notes during the year ended December 31, 2025, and paid $6.7 million of interest related to the Secured Notes and 2025 Unsecured Notes during the year ended December 31, 2024. Refer to Note 13 - Notes Payable for additional information.
On August 4, 2025, the Company entered into a repurchase agreement (the “Repurchase Agreement”) with FOA Equity, Blackstone Tactical Opportunities Associates - NQ L.L.C., BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership - NQ ESC L.P., and BTO Urban Holdings II L.P. (collectively, the “Blackstone Investor”), which were deemed affiliates of the Company. Pursuant to the Repurchase Agreement, the Company was to purchase (the “Repurchase”) all of the Blackstone Investor’s shares of Class A Common Stock of the Company, Class B Common Stock of the Company (the “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 (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”), and the Tax Receivable Agreement, dated April 1, 2021 (the “Blackstone Tax Receivable Agreement”), between the Company and the Blackstone Investor was to be terminated. Each share of Class A Common Stock and each Class A LLC Unit was to be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were to be purchased forno additional consideration, for total consideration of $80,298,170.
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”). Pursuant to the Amended and Restated Repurchase Agreement, the consummation of the Repurchase was expected to occur acrosstwo closings, referred to as the “First Closing” and the “Second Closing” (each, a “Closing”). The First Closing occurred on December 4, 2025, when the Company repurchased $40.1 million of the Sold Equity, or 1,596,142 shares of Class A Common Stock and 2,418,767 Class A LLC Units, in accordance with the Amended and Restated Repurchase Agreement. The Second Closing occurred on February 27, 2026, when the Company repurchased the remaining Sold Equity not repurchased at the First Closing (the “Second Closing Sold Equity”). Each share of Class A Common Stock and each Class A LLC Unit was purchased at the Second Closing for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were purchased forno consideration, as was contemplated in the Repurchase Agreement. However, such price for the Class A Common Stock and the Class A LLC Units was, for the Second Closing Sold Equity, increased by a fixed per annum rate equal to 15.00% accruing monthly from the date of the First Closing. Each Closing was subject to customary
Finance of America Companies Inc.Notes to Consolidated Financial Statements
conditions and the First Closing was subject to the receipt of a customary opinion. Upon the completion of the Second Closing, the Blackstone Tax Receivable Agreement was terminated. Refer to Note 27 - Subsequent Events for additional information.
The remaining obligation as of December 31, 2025, related to the Second Closing Sold Equity, is recorded as Repurchase agreement obligation in the Consolidated Statements of Financial Condition, and equity is reduced as presented in the Consolidated Statements of Equity. In connection with the First Closing, the Company retired the repurchased Class A Common Stock by December 31, 2025.
- Condensed Financial Information (Parent Company Only)
| Finance of America Companies Inc. | ||
|---|---|---|
| (Parent Company Only) | ||
| Condensed Statements of Financial Condition | ||
| (in thousands, except share data) | ||
| December 31, 2025 | December 31, 2024 | |
| ASSETS | ||
| Investment in subsidiaries | $334,109 | $262,137 |
| Receivable from FOA Equity(1) | 16,139 | — |
| Convertible note due from FOA Equity, at fair value | 53,800 | — |
| TOTAL ASSETS | $404,048 | $262,137 |
| LIABILITIES AND EQUITY | ||
| Convertible Notes, at fair value (Note 13 - Notes Payable) | $53,800 | $— |
| Payables and other liabilities | 10,046 | 6,652 |
| Repurchase agreement obligation (Note 23 - Related Party Transactions)(1) | 16,139 | — |
| TOTAL LIABILITIES | 79,985 | 6,652 |
| EQUITY | ||
| Preferred Stock, $0.0001 par value; 600,000,000 shares authorized; 50,000 and 0 shares issued and outstanding | — | — |
| Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 9,921,336 and 10,360,299 shares issued, and 7,899,344 and 9,934,449 shares outstanding | 1 | 1 |
| Additional paid-in capital | 977,816 | 954,469 |
| Accumulated deficit | (653,660) | (698,895) |
| Accumulated other comprehensive loss | (94) | (90) |
| TOTAL EQUITY | 324,063 | 255,485 |
| TOTAL LIABILITIES AND EQUITY | $404,048 | $262,137 |
(1)This relates solely to the Amended and Restated Repurchase Agreement for the Parent Company. Refer to Note 23 - Related Party Transactions for additional information regarding the Company’s $40.6 million obligation to the Blackstone Investor as of December 31, 2025.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| Finance of America Companies Inc. | ||
|---|---|---|
| (Parent Company Only) | ||
| Condensed Statements of Operations and Comprehensive Income | ||
| (in thousands) | ||
| Year ended | ||
| December 31, | ||
| 2025 | 2024 | |
| OTHER, NET | $125 | $1,654 |
| NET INCOME BEFORE INCOME TAXES | 125 | 1,654 |
| Provision for income taxes applicable to Parent Company | 3,519 | 2,411 |
| NET LOSS | (3,394) | (757) |
| Equity in undistributed income from subsidiaries | 48,629 | 16,245 |
| NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | 45,235 | 15,488 |
| Other comprehensive loss | (4) | (11) |
| COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | $45,231 | $15,477 |
As disclosed in Note 1 - Organization and Description of Business, FOA (or the “Parent Company”) is a financial holding company and has a controlling interest in FOA Equity. During the year ended December 31, 2025, the Parent Company issued Convertible Notes and Preferred Stock to unaffiliated third parties (refer to Note 13 - Notes Payable and Note 26 - Equity, respectively, for additional information). Concurrently with these issuances, the Parent Company entered into agreements with FOA Equity that provided for the transfer of the related proceeds from the Parent Company to FOA Equity. The Parent Company did not have any cash as of December 31, 2025 or 2024. Therefore, Condensed Statements of Cash Flows have not been presented. Management determined which assets and liabilities were to be used by the operating subsidiaries, and these amounts have been appropriately excluded from the Parent Company Condensed Statements of Financial Condition presented above. Changes in these balances are reflected as additional contributions and distributions from FOA Equity in the period in which they occur, and had no impact on any cash balances that may have otherwise been maintained at the Parent Company.
Basis of Presentation
The Parent Company financial statements should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto. The Parent Company follows the same accounting policies as disclosed in Note 2 - Summary of Significant Accounting Policies to the Company’s consolidated financial statements. For purposes of this condensed financial information, the Company’s consolidated subsidiaries are recorded based upon its proportionate share of the subsidiaries’ net assets (similar to presenting them on the equity method).
Since restricted net assets of the Parent Company and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed Parent Company financial statements have been prepared in accordance with Rule 12-04 Schedule 1 of Regulation S-X.
Dividends from Subsidiaries
There wereno cash dividends paid to the Parent Company from the consolidated subsidiaries during the years ended December 31, 2025 and 2024.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
- Earnings (Loss) Per Share
The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share (in thousands, except share data):
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Basic earnings (loss) per share: | ||
| Numerator | ||
| Net income from continuing operations | $109,578 | $40,418 |
| Less: Net income from continuing operations attributable to noncontrolling interest(1)(2) | 61,355 | 22,922 |
| Less: Preferred Stock dividends(3) | 196 | — |
| Net income from continuing operations attributable to holders of Class A Common Stock - basic | $48,027 | $17,496 |
| Net loss from discontinued operations | $(6,539) | $(4,727) |
| Less: Net loss from discontinued operations attributable to noncontrolling interest(1)(2) | (3,551) | (2,719) |
| Net loss from discontinued operations attributable to holders of Class A Common Stock - basic | $(2,988) | $(2,008) |
| Denominator | ||
| Weighted average shares of Class A Common Stock outstanding - basic(2) | 9,537,237 | 9,850,903 |
| Basic earnings (loss) per share | ||
| Continuing operations | $5.04 | $1.78 |
| Discontinued operations | (0.32) | (0.21) |
| Basic earnings per share | $4.72 | $1.57 |
(1)The Class A LLC Units, held by certain unitholders (the “Equity Capital Unitholders”), comprise the noncontrolling interest in the Company. Therefore, the numerator was adjusted to reduce net income (loss) by the amount of net income (loss) attributable to noncontrolling interest.
Additionally, the Class B Common Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. The Class B Common Stock has not been included in either the basic or diluted earnings (loss) per share calculations.
(2)The net income (loss) attributable to noncontrolling interest and the weighted average shares of Class A Common Stock outstanding were both affected by the Repurchase Agreement for the year ended December 31, 2025. Refer to Note 23 - Related Party Transactions for additional information.
(3)The numerator for continuing operations was adjusted to reduce net income by the Preferred Stock dividends. The Preferred Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. Refer to Note 26 - Equity for additional information.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
| Year ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Diluted earnings (loss) per share: | ||
| Numerator | ||
| Net income from continuing operations attributable to holders of Class A Common Stock - basic | $48,027 | $17,496 |
| Reallocation of net income from continuing operations assuming exchange or conversion of Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock(1) | 49,130 | 14,260 |
| Exchangeable Secured Notes interest expense, net(2) | 9,022 | — |
| Convertible Notes fair value adjustment, net(3) | — | — |
| Preferred Stock dividends(4) | — | — |
| Net income from continuing operations attributable to holders of Class A Common Stock - diluted | $106,179 | $31,756 |
| Net loss from discontinued operations attributable to holders of Class A Common Stock - basic | $(2,988) | $(2,008) |
| Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1) | (2,604) | (2,033) |
| Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted | $(5,592) | $(4,041) |
| Denominator | ||
| Weighted average shares of Class A Common Stock outstanding - basic | 9,537,237 | 9,850,903 |
| Effect of dilutive securities: | ||
| Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(5) | 11,337,959 | 13,336,437 |
| Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2) | 5,337,928 | — |
| Assumed conversion of Convertible Notes for shares of Class A Common Stock(3) | — | — |
| Assumed conversion of Preferred Stock for shares of Class A Common Stock(4) | — | — |
| Additional dilutive shares under the treasury stock method(6) | 717,621 | 218,893 |
| Weighted average shares of Class A Common Stock outstanding - diluted(7) | 26,930,745 | 23,406,233 |
| Diluted earnings (loss) per share | ||
| Continuing operations | $3.94 | $1.36 |
| Discontinued operations | (0.20) | (0.18) |
| Diluted earnings per share | $3.74 | $1.18 |
(1)For the years ended December 31, 2025 and 2024, this adjustment assumes the reallocation of noncontrolling interest income (loss), on an after-tax basis, resulting from the assumed exchange or conversion, if dilutive, of all outstanding Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock into shares of Class A Common Stock of FOA as of the beginning of each respective period or, if later, the applicable issuance date. The adjustment is calculated using the if-converted method for diluted earnings (loss) per share.
The assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock was dilutive for the years ended December 31, 2025 and 2024. Accordingly, reallocation adjustments of $41.5 million and $14.3 million to net income from continuing operations attributable to the controlling interest were included in the numerator of diluted earnings per share for the years ended December 31, 2025 and 2024, respectively.
The assumed exchange of all Exchangeable Secured Notes outstanding for shares of Class A Common Stock was dilutive for the year ended December 31, 2025. Accordingly, a reallocation adjustment of $7.6 million to net income from continuing
Finance of America Companies Inc.Notes to Consolidated Financial Statements
operations attributable to the controlling interest was included in the numerator of diluted earnings per share for the year ended December 31, 2025.
The assumed conversion of all Convertible Notes outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $1.0 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.
The assumed conversion of all Preferred Stock outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $0.1 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.
(2)As the Exchangeable Secured Notes are participating securities, the Company calculates diluted earnings per share assuming their exchange for shares of Class A Common Stock of FOA using the more dilutive of either the if-converted method or the two-class method. If dilutive, interest expense attributable to the controlling interest related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, is added back to the numerator of diluted earnings per share from continuing operations.
The Company, in its discretion, may elect to settle any exchange of the Exchangeable Secured Notes, in part or in whole, by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange. If dilutive, the denominator of diluted earnings per share assumes that all Exchangeable Secured Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Exchangeable Secured Notes.
The Company had 5,337,928 and 904,239 potentially dilutive shares related to the Exchangeable Secured Notes for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares related to the Exchangeable Secured Notes were anti-dilutive for the year ended December 31, 2024 and were excluded from the computation of diluted earnings per share. Accordingly, $2.1 million of interest expense related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, was not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2024.
(3)As the Convertible Notes are not participating securities, the Company calculates diluted earnings per share assuming their conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the fair value adjustment related to the Convertible Notes, net of income tax effects, is reversed from the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Convertible Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Convertible Notes.
The Company had 913,242 potentially dilutive shares related to the Convertible Notes for the year ended December 31, 2025. The potentially dilutive shares related to the Convertible Notes were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, the $5.7 million fair value adjustment, net of income tax effects, was not reversed from the numerator in calculating diluted earnings per share for the year ended December 31, 2025.
(4)As the Preferred Stock is not a participating security, the Company calculates diluted earnings per share assuming its conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the Preferred Stock dividends are added back to the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Preferred Stock was converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Preferred Stock.
The Company had 66,536 potentially dilutive shares related to the Preferred Stock for the year ended December 31, 2025. The potentially dilutive shares related to the Preferred Stock were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, $0.2 million of Preferred Stock dividends were not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2025.
(5)The exchange agreement between FOA, FOA Equity, and the Equity Capital Unitholders (the “Exchange Agreement”) allows for the exchange of Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, on aone-for-one basis for shares of Class A Common Stock of FOA. For the years ended December 31, 2025 and 2024, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method to reflect the provisions of the Exchange Agreement and assumes the Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, exchange their Class A LLC Units on aone-for-one basis for shares of Class A Common Stock of FOA.
Finance of America Companies Inc.Notes to Consolidated Financial Statements
(6)The Company had 717,621 and 218,893 dilutive shares from RSUs under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The Company had 1,490,000 and 720,000 potentially dilutive shares from options under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares from options were anti-dilutive for the years ended December 31, 2025 and 2024 and were excluded from the computation of diluted earnings per share.
(7) As part of the acquisition of certain assets and liabilities from AAG/Bloom, there were originallytwo forms of contingently issuable Class A LLC Units:705,841 Class A LLC Units that were equity classified and indemnity holdback units totaling up to 714,226 Class A LLC Units that were originally liability classified.
On October 29, 2024, FOA Equity issued 705,841 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. The diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on aone-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period.
On March 31, 2025, related to the indemnity holdback units, FOA Equity issued 102,611 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. For the year ended December 31, 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on aone-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period. These indemnity holdback Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the year ended December 31, 2024.
The remaining Class A LLC Units that may be issued to AAG/Bloom on March 31, 2026 is dependent on the dollar amount of indemnified claims FOA pays out on behalf of AAG/Bloom related to litigation liabilities and indemnifiable loan losses. These Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the years ended December 31, 2025 and 2024.
- Equity
Preferred Stock
On December 15, 2025 (the “Closing Date”), the Company issued and sold 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), to certain investment funds at a price of $1,000 per share, for an aggregate purchase price of $50.0 million. The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock (together, the “Common Stock”) with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.
The holders of the Preferred Stock are entitled to cumulative dividends, payable in cash quarterly in arrears, at an initial annual rate of 9.0%, which increases to 12.0% on the seventh anniversary of the Closing Date, and by 1.0% on each anniversary of the Closing Date thereafter until reaching a maximum annual rate of 16.0%.
Shares of the Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations, into shares of Class A Common Stock at a rate equal to (i) $1,000 divided by (ii) the conversion price, and a cash payment for accrued and unpaid dividends, cash in lieu of fractional shares and, in certain circumstances, dividend catch-up payments relating to dividends on other equity. The initial conversion price is $35.00, subject to certain anti-dilution adjustments and adjustments for Delayed Redemption Elections (as defined below). On each of the seventh, eighth, and tenth anniversaries of the Closing Date, the conversion price then in effect will be reduced by 15%.
The holders of shares of the Preferred Stock are entitled to vote on an as-converted basis with the holders of shares of Common Stock as a single class, provided that no holder will be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. The holders of shares of the Preferred Stock are entitled to vote as a separate class with respect to, among other things, certain amendments to the Company’s organizational documents that have a materially adverse and disproportionate effect on the Preferred Stock.
At any time on or following the fourth anniversary of the Closing Date, the Company may redeem all of the Preferred Stock for a per share amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and unpaid dividends. Holders representing a majority of the Preferred Stock may elect to extend (a “Delayed Redemption Election”) the applicable expiration of the non-call period forone year up tothree times, provided that the non-call
Finance of America Companies Inc.Notes to Consolidated Financial Statements
period cannot be extended past the seventh anniversary of the Closing Date. In the event of such a valid Delayed Redemption Election, the applicable conversion price will increase up to a maximum conversion price of $39.99 per share of Preferred Stock.
If any shares of Preferred Stock remain outstanding as of the seventh anniversary of the Closing Date, the holders of the Preferred Stock will have the right to designate an individual to serve on the Company’s Board of Directors or, at the Preferred Stock holders’ discretion, a non-voting board observer.
As of December 31, 2025, there were 50,000 shares of Preferred Stock issued and outstanding.
Class A Common Stock
As of December 31, 2025, there were 9,921,336 shares of Class A Common Stock issued, consisting of 7,899,344 shares outstanding,1,596,142 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information), and 425,850 unvested shares that are subject to vesting and forfeiture in accordance with a sponsor earnout agreement with certain equity holders. The 425,850 unvested shares of Class A Common Stock are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” if, and when, they become vested. The holders of the 7,899,344 outstanding shares of Class A Common Stock represent the controlling interest of the Company.
Pursuant to the A&R MLTIP, certain equity holders of FOA and FOA Equity are obligated to deliver a number of shares of Class A Common Stock and Class A LLC Units for RSU awards granted by the Company. These equity holders did not deliver any shares of Class A Common Stock or Class A LLC Units to the Company in connection with FOA’s settlement of LTIP RSUs into shares of Class A Common Stock during the year ended December 31, 2025. During the year ended December 31, 2024, these equity holders delivered 18,739 shares of Class A Common Stock and 110,949 Class A LLC Units to the Company in satisfaction of such settlement. The delivery of shares of Class A Common Stock and Class A LLC Units to the Company offset the gross award of RSUs settled. Pursuant to the A&R MLTIP, the potential future settlement of the Earnout Right RSUs outstanding as of December 31, 2025 (refer to Note 16 - Equity-Based Compensation for additional information) will also be funded by the delivery of Class A Common Stock and Class A LLC Units from certain equity holders of FOA and FOA Equity.
During the years ended December 31, 2025 and 2024, the Company elected to retire 184,546 and 141,093 shares, respectively, offsetting RSUs withheld to fund employee payroll taxes and instead funded those taxes with operating cash.
Pursuant to the Exchange Agreement, the Equity Capital Unitholders may elect to exchange their Class A LLC Units for shares of Class A Common Stock on aone-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. During the years ended December 31, 2025 and 2024, in connection with FOA’s settlement of the exchange of Class A LLC Units for shares of Class A Common Stock and pursuant to the Exchange Agreement, certain Equity Capital Unitholders delivered 775,025 and 205 Class A LLC Units, respectively, to the Company in exchange for the same number of shares of Class A Common Stock, respectively, in satisfaction of such settlement.
Class B Common Stock
As of December 31, 2025, there were 14 shares of Class B Common Stock issued, consisting of 12 shares outstanding and 2 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information). Certain holders of Class B Common Stock also hold Class A LLC Units. The Class B Common Stock, par value $0.0001 per share, has no economic rights but entitles each holder of at least one such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of Class A LLC Units held by such holder on all matters on which Class A Common Stock holders are entitled to vote. During the year ended December 31, 2025, the Company retiredone share of Class B Common Stock related to a certain holder.
Class A LLC Units
The Exchange Agreement sets forth the terms and conditions upon which holders of Class A LLC Units may exchange their Class A LLC Units for shares of Class A Common Stock on aone-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Equity Capital Unitholders’ ownership of Class A LLC Units represents the noncontrolling interest of the Company, which is
Finance of America Companies Inc.Notes to Consolidated Financial Statements
accounted for as permanent equity in the Consolidated Statements of Financial Condition. As of December 31, 2025, there were 16,281,165 Class A LLC Units outstanding. Of the 16,281,165 Class A LLC Units outstanding,7,899,344 relate to the Class A Common Stock shareholders and 8,381,821 are held by the noncontrolling interest of the Company.
During the years ended December 31, 2025 and 2024, FOA Equity issued 102,611 and 705,841 Class A LLC Units, respectively, to AAG/Bloom related to the acquisition of certain assets and liabilities from AAG/Bloom. Refer to Note 25 - Earnings (Loss) Per Share for additional information.
Class B Units
On November 12, 2025, pursuant to the terms of the Omnibus Incentive Plan, the Company adopted the form of Class B Unit Grant Notice and Class B Unit Agreement. The incentive units contemplated by such form are a new class of units of FOA Equity (the “Class B Units” or “Incentive Units”) that automatically convert into Class A LLC Units upon vesting.
The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Incentive Plan), subject to the officer’s continued employment on the vesting date. 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 aone-for-one 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, the Company granted a total of 2,000,000 Incentive Units to certain officers of the Company, in recognition of their leadership and service to the Company. The Class B Units are not vested as of December 31, 2025 and there is no impact to the consolidated financial statements as of and for the year ended December 31, 2025.
During the year ended December 31, 2025, the Company entered into the Amended and Restated Repurchase Agreement with certain affiliates to repurchase shares of Class A Common Stock of the Company, Class B Common Stock of the Company, and Class A LLC Units. Refer to Note 23 - Related Party Transactions for additional information.
- Subsequent Events
On February 27, 2026, the Company completed the Second Closing of the Amended and Restated Repurchase Agreement with the Blackstone Investor. Each share of Class A Common Stock and each Class A LLC Unit was purchased at the Second Closing for $10.00 per share or Class A LLC Unit, plus an amount equal to a fixed per annum rate of 15.00% on the Second Closing Sold Equity. The shares of Class B Common Stock and Earnout Rights were purchased forno additional consideration. Refer to Note 23 - Related Party Transactions for additional information.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.