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Finance of America Companies Inc.

For the period ended Dec 31, 2024. Filed Mar 14, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 14, 2025

FOA$11.65-7.9%Stored close · as of Nov 10, 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)96
Consolidated Statements of Financial Condition as of December 31, 2024 and 202398
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023100
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024 and 2023102
Consolidated Statements of Equity for the Years Ended December 31, 2024 and 2023103
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023105
Notes to Consolidated Financial Statements107

Shareholders and Board of Directors

Finance of America Companies Inc.

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, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), 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, 2024 and 2023, 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.

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 Public Company Accounting Oversight Board (United States) (“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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 $9.3 billion, and Loans held for investment, at fair value, was $520 million as of December 31, 2024. The Company’s balance of Nonrecourse debt, at fair value, was $9.0 billion as of December 31, 2024. As described in Notes 7 and 13 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 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 reverse mortgage loans and related obligations is the yield spread component of the discount rates.

We have identified the yield 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 because of (i) the significant judgments made by management in determining the yield spread component of the discount rates and (ii) the high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the appropriateness of the yield spread component of the discount rates, including specialized skill and knowledge needed.

The primary procedures we performed to address this critical audit matter included:

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 yield spread component of the discount rates.

Assessing the reasonableness of the yield spread component by (i) evaluating the relevancy and reliability of the source of the benchmark yield spread information, (ii) agreeing the benchmark yield spread information to the third-party report, (iii) testing the completeness and accuracy of the underlying transactional details, and (iv) validating the arithmetic accuracy of the calculation of the yield spread utilized in the determination of the discount rates.

Assessing the reasonableness of the yield spreads by (i) comparing the yield spreads utilized to yield spreads implied by recently observed transactions, (ii) comparing, on a sample basis, the benchmark yield spread information utilized to independent third-party yield spread information, and (iii) by comparing changes in yield spreads for historical transactions to changes in the benchmark yield spread information.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2021.

Philadelphia, Pennsylvania

March 14, 2025

Finance of America Companies Inc.Consolidated Statements of Financial Condition(in thousands, except share data)

December 31, 2024December 31, 2023
ASSETS
Cash and cash equivalents$47,383$46,482
Restricted cash254,585178,319
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities (“HMBS”) related obligations, at fair value18,669,96217,548,763
Loans held for investment, subject to nonrecourse debt, at fair value9,288,4038,272,393
Loans held for investment, at fair value520,103575,228
Intangible assets, net216,342253,531
Other assets, net157,261226,153
Assets of discontinued operations2,4516,721
TOTAL ASSETS$29,156,490$27,107,590
LIABILITIES AND EQUITY
HMBS related obligations, at fair value$18,444,370$17,353,720
Nonrecourse debt, at fair value8,954,0687,904,200
Other financing lines of credit918,247928,479
Notes payable, net (includes amounts due to related parties of $162,283 and $136,414, respectively)374,511410,911
Payables and other liabilities137,953219,569
Liabilities of discontinued operations11,67718,304
TOTAL LIABILITIES28,840,82626,835,183
Commitments and Contingencies (Note 19)
EQUITY (Note 30)
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 10,360,299 and 10,059,924 shares issued, respectively, and 9,934,449 and 9,634,074 shares outstanding, respectively11
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 15 shares issued and outstanding, respectively——
Additional paid-in capital954,469946,938
Accumulated deficit(698,895)(714,383)
Accumulated other comprehensive loss(276)(249)
Noncontrolling interest60,36540,100
TOTAL EQUITY315,664272,407
TOTAL LIABILITIES AND EQUITY$29,156,490$27,107,590

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, 2024December 31, 2023
ASSETS
Restricted cash$248,905$168,010
Loans held for investment, subject to nonrecourse debt, at fair value8,904,3037,881,566
Loans held for investment, at fair value168,641—
Other assets, net53,40068,178
TOTAL ASSETS$9,375,249$8,117,754
LIABILITIES
Nonrecourse debt, at fair value$8,588,301$7,531,412
Other financing lines of credit136,157—
Payables and other liabilities1,277546
TOTAL LIABILITIES$8,725,735$7,531,958
NET CARRYING VALUE OF ASSETS IN VIEs$649,514$585,796

Finance of America Companies Inc.Consolidated Statements of Operations(in thousands, except share data)

For the year ended December 31, 2024For the year ended December 31, 2023
PORTFOLIO INTEREST INCOME
Interest income$1,905,214$1,628,877
Interest expense(1,637,286)(1,360,998)
NET PORTFOLIO INTEREST INCOME267,928267,879
OTHER INCOME (EXPENSE)
Net origination gains179,837121,646
Gain on securitization of home equity conversion mortgage (“HECM”) tails, net45,53525,583
Fair value changes from model amortization(201,101)(228,391)
Fair value changes from market inputs or model assumptions55,92458,696
Net fair value changes on loans and related obligations80,195(22,466)
Fee income29,24443,450
Gain (loss) on sale and other income from loans held for sale, net302(24,994)
Non-funding interest expense, net(39,498)(29,619)
NET OTHER INCOME (EXPENSE)70,243(33,629)
TOTAL REVENUES338,171234,250
EXPENSES
Salaries, benefits, and related expenses138,360178,319
Loan production and portfolio related expenses36,20526,490
Loan servicing expenses31,32330,729
Marketing and advertising expenses39,42931,896
Depreciation and amortization38,94742,369
General and administrative expenses59,46282,204
TOTAL EXPENSES343,726392,007
IMPAIRMENT OF INTANGIBLES AND OTHER ASSETS(891)(9,296)
GAIN ON EXTINGUISHMENT OF DEBT56,193—
OTHER, NET(6,931)211
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES42,816(166,842)
Provision (benefit) for income taxes from continuing operations2,398(593)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS40,418(166,249)
NET LOSS FROM DISCONTINUED OPERATIONS(4,727)(51,909)
NET INCOME (LOSS)35,691(218,158)
Net income (loss) from continuing operations attributable to noncontrolling interest22,922(104,962)
Net loss from discontinued operations attributable to noncontrolling interest(2,719)(33,108)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST17,496(61,287)
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST(2,008)(18,801)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$15,488$(80,088)

Finance of America Companies Inc.Consolidated Statements of Operations(in thousands, except share data)

For the year ended December 31, 2024For the year ended December 31, 2023
EARNINGS (LOSS) PER SHARE (Note 29)
Basic weighted average shares outstanding9,850,9038,197,753
Basic earnings (loss) per share from continuing operations$1.78$(7.48)
Basic earnings (loss) per share$1.57$(9.77)
Diluted weighted average shares outstanding23,406,2338,197,753
Diluted earnings (loss) per share from continuing operations$1.36$(7.48)
Diluted earnings (loss) per share$1.18$(9.77)

Finance of America Companies Inc. Consolidated Statements of Comprehensive Income (Loss)(in thousands)

For the year ended December 31, 2024For the year ended December 31, 2023
NET INCOME (LOSS)$35,691$(218,158)
COMPREHENSIVE INCOME (LOSS) ITEM:
Impact of foreign currency translation adjustment(27)24
TOTAL COMPREHENSIVE INCOME (LOSS)35,664(218,134)
Less: Comprehensive income (loss) attributable to noncontrolling interest20,187(138,055)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$15,477$(80,079)

Finance of America Companies Inc. Consolidated Statements of Equity(in thousands, except share data)

Class A Common Stock · Class B Common Stock · Noncontrolling Interest
SharesAmountSharesAmountAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Class A LLC UnitsAmountTotal Equity
Balance at December 31, 20226,342,335$114$—$888,493$(634,295)$(273)12,445,330$150,915$404,841
Net loss—————(80,088)——(138,070)(218,158)
Equity-based compensation, net (Note 20 - Equity-Based Compensation)————24,667————24,667
Conversion of LLC Units for Class A Common Stock (Note 30 - Equity)835,911———2,076——(835,911)(2,076)—
Settlement of long-term incentive plan (“LTIP”) restricted stock units (“RSUs”), net (Note 30 - Equity)281,637———3,928——(281,637)(3,841)87
Settlement of other RSUs169,517—————————
Cancellation of shares to fund employee tax withholdings (Note 30 - Equity)(169,238)———(2,226)————(2,226)
Issuance of shares (Note 27 - Related Party Transactions)2,173,912———30,000————30,000
Issuance of units (Note 3 - Acquisitions and Note 30 - Equity)——1————1,969,29933,17233,172
Foreign currency translation adjustment——————24——24
Balance at December 31, 20239,634,074$115$—$946,938$(714,383)$(249)13,297,081$40,100$272,407

Finance of America Companies Inc. Consolidated Statements of Equity(in thousands, except share data)

Class A Common Stock · Class B Common Stock · Noncontrolling Interest
SharesAmountSharesAmountAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive LossClass A LLC UnitsAmountTotal Equity
Balance at December 31, 20239,634,074$115$—$946,938$(714,383)$(249)13,297,081$40,100$272,407
Net income—————15,488——20,20335,691
Noncontrolling interest distributions————————(100)(100)
Equity-based compensation, net (Note 20 - Equity-Based Compensation)————8,418———3948,812
Conversion of LLC Units for Class A Common Stock (Note 30 - Equity)205——————(205)——
Settlement of LTIP RSUs, net (Note 30 - Equity)110,949———232——(110,949)(232)—
Settlement of other RSUs (Note 20 - Equity-Based Compensation)330,314—————————
Cancellation of shares to fund employee tax withholdings (Note 30 - Equity)(141,093)———(1,119)————(1,119)
Issuance of units (Note 3 - Acquisitions and Note 30 - Equity)———————705,841——
Foreign currency translation adjustment——————(27)——(27)
Balance at December 31, 20249,934,449$115$—$954,469$(698,895)$(276)13,891,768$60,365$315,664

Finance of America Companies Inc.Consolidated Statements of Cash Flows(in thousands)

For the year ended December 31, 2024For the year ended December 31, 2023
Operating Activities(1)
Net income (loss)$35,691$(218,158)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on sale and other income from loans held for sale, net(302)27,216
Unrealized fair value changes on loans, related obligations, and derivatives(408,754)(307,152)
Change in fair value of mortgage servicing rights (“MSR”)9203,067
Depreciation and amortization38,94747,545
Impairment of intangibles and other assets89113,751
Deferred income taxes(2,411)678
Change in fair value of deferred purchase price liabilities7,966552
Loss on investments—16,845
Equity-based compensation8,81224,667
Originations/purchases of loans held for sale(9,877)(211,485)
Proceeds from sale of loans held for sale10,971530,529
Gain on extinguishment of debt(56,193)—
Changes in operating assets and liabilities:
Other assets, net33,43733,759
Payables and accrued expenses(92,563)(31,825)
Other operating activities, net8,650(1,557)
Net cash used in operating activities(423,815)(71,568)
Investing Activities(1)
Purchases and originations of loans held for investment(2,894,673)(3,053,899)
Proceeds/payments received on loans held for investment2,120,0361,927,773
Purchases and originations of loans held for investment, subject to nonrecourse debt(41,134)(76,031)
Proceeds/payments on loans held for investment, subject to nonrecourse debt922,3551,349,682
Proceeds on sale of MSR5,51685,628
Acquisition of American Advisors Group net assets—(140,854)
Proceeds from sale of businesses (net of cash transferred)3,00071,166
Other investing activities, net(298)(5,328)
Net cash provided by investing activities114,802158,137
Financing Activities(1)
Proceeds from issuance of HMBS related obligations2,003,1702,140,795
Payments on HMBS related obligations(2,253,476)(1,924,130)
Proceeds from issuance of nonrecourse debt1,462,6461,728,914
Payments on nonrecourse debt(831,373)(1,597,531)
Proceeds from other financing lines of credit5,832,5304,592,432
Payments on other financing lines of credit(5,842,762)(5,119,322)
Changes in notes payable25,82512,340
Issuance of Class A Common Stock—30,000
Other financing activities, net(10,353)(2,726)
Net cash provided by (used in) financing activities386,207(139,228)

Finance of America Companies Inc.Consolidated Statements of Cash Flows(in thousands)

For the year ended December 31, 2024For the year ended December 31, 2023
Effect of exchange rate changes on cash and cash equivalents(27)24
Net increase (decrease) in cash and cash equivalents and restricted cash77,167(52,635)
Cash and cash equivalents and restricted cash, beginning of period(1)224,801277,436
Cash and cash equivalents and restricted cash, end of period(1)$301,968$224,801
Cash and cash equivalents$47,383$46,482
Restricted cash254,585178,319
Total cash and cash equivalents and restricted cash, end of period(1)$301,968$224,801
Supplementary Cash Flows Information
Cash paid for interest$432,937$308,381
Loans transferred to loans held for sale, at fair value, from loans held for investment, at fair value5,4244,732

(1)Amounts presented contain results from both continuing and discontinued operations. Refer to Note 4 - Discontinued Operations for additional information regarding cash flow associated with the results of discontinued operations.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. 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 NYSE in April 2021, with trading beginning on April 5, 2021 under the ticker symbol “FOA.” 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, purchases, sells, securitizes, and services HECM, 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.

Organizational Transformation

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 through the acquisition of operational assets from American Advisors Group, now known as Bloom Retirement Holdings Inc. (“AAG/Bloom” or “Seller”).

Transactions Relating to Discontinued Business Lines

On October 20, 2022, the Board of Directors (the “Board”) of the Company authorized a plan to discontinue the operations of the Company’s previously reported Mortgage Originations segment operated by FAH’s subsidiary Finance of America Mortgage LLC (“FAM”), other than its home improvement lending business, which process commenced in the fourth quarter of 2022 and was completed on February 28, 2023. Refer to Note 4 - Discontinued Operations for additional information.

On August 31, 2023, the Company entered into an agreement to sell certain operational assets of the home improvement lending business. This transaction closed on September 15, 2023. In connection with such transaction, the Company began the process of winding down the operations of the home improvement lending business, which was substantially complete as of March 31, 2024. The wind-down of the home improvement lending business was not considered by the Company to be a strategic shift that has had or will have a major effect on our operations and financial results. Therefore, the previous operations of the home improvement lending business are reported as part of the Company’s Retirement Solutions segment rather than as discontinued operations.

On February 1, 2023, Incenter entered into an agreement to sellone hundred percent of (i) the issued and outstanding shares of capital stock of Agents National Title Holding Company (“ANTIC”), a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of Boston National Holdings LLC (“BNT”), a direct subsidiary of Incenter and an indirect subsidiary of the Company. The closing of the ANTIC and BNT sale was completed on July 3, 2023. The Company historically included the operations of ANTIC and BNT in its previously reported Lender Services segment. On March 30, 2023, the FOA Equity Board authorized a plan to sell assets making up the remainder of the Company’s previously reported Lender Services segment, with the exception of its Incenter Solutions LLC operating service subsidiary. The Company completed the sale of such assets on June 30, 2023. Refer to Note 4 - Discontinued Operations for additional information.

During the quarter ended September 30, 2023, the Company ceased the operations of the Company’s Incenter Solutions LLC operating service subsidiary. The wind-down of Incenter Solutions LLC was substantially complete as of December 31, 2023. The wind-down of Incenter Solutions LLC was not considered by the Company to be a strategic shift that has had or will have a major effect on our operations and financial results. Therefore, the previous operations of Incenter Solutions LLC are reported within Corporate and Other in Note 24 - Business Segment Reporting, rather than as discontinued operations.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

On February 19, 2023, the Company entered into an agreement to sell certain commercial originations operational assets of FAM, operating under the brand Finance of America Commercial (“FACo”). This transaction closed on March 14, 2023. The Company historically included the commercial originations operations of FACo in its previously reported Commercial Originations segment. In connection with the transaction, the Company discontinued the operations of and wound-down its Commercial Originations segment. Refer to Note 4 - Discontinued Operations for additional information.

On March 31, 2023, FAR acquired a majority of the assets and certain of the liabilities of AAG/Bloom, including, among other things, AAG/Bloom’s retail loan originations platform, certain residential reverse mortgage loans, and the right to service certain HECM (such acquisition, the “AAG Transaction”). These assets and liabilities were acquired pursuant to an Asset Purchase Agreement, a Servicing Rights Purchase and Sale Agreement, and a Loan Sale Agreement entered into on December 6, 2022 with AAG/Bloom. The operations acquired by the Company as a result of the AAG Transaction are included in the Company’s Retirement Solutions segment reporting. Refer to Note 3 - Acquisitions for additional information.

  1. 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.

On July 25, 2024, the Company completed a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its shares of Class A Common Stock. FOA Equity completed a corresponding 1-for-10 reverse split of its units (“Class A LLC Units”) to maintain the 1-for-1 parity of its Class A LLC Units with the Company’s adjusted number of Class A Common Stock shares. All references in this Annual Report on Form 10-K to numbers of Class A Common Stock shares, weighted average shares outstanding, earnings (loss) per share, FOA Class A Common Stock share price, and number of Class A LLC Units have been adjusted to reflect the Reverse Stock Split on a retroactive basis. As a result of the Reverse Stock Split, an immaterial amount was reclassified from Class A Common Stock to Additional paid-in capital in the Consolidated Statements of Financial Condition.

Change in Consolidated Statements of Operations Presentation

Beginning with the Company’s second quarter 2024 Form 10-Q, the Consolidated Statements of Operations presentation was changed to provide additional detail regarding the Company’s activities. The change primarily consists of disaggregating the Company’s previously reported net fair value gains on loans and related obligations caption into the currently presented captions of interest income, interest expense, net origination gains, gain on securitization of HECM tails, net, fair value changes from model amortization, and fair value changes from market inputs or model assumptions. Additionally, previously reported interest income and interest expense, which primarily represented the Company’s interest income on mortgage loans held for sale and other interest income and the Company’s interest expense associated with the Company’s other financing lines of credit, was combined with the interest income and interest expense that was previously reported within net fair value gains on loans and related obligations, excluding non-portfolio interest income and the interest expense associated with the Company’s non-funding debt, which is now reported separately as non-funding interest expense, net. As a result of the change, the Company’s previously reported revenues have been reclassified to reflect the updated presentation as follows:

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Reconciliation of the previously reported Consolidated Statements of Operations captions to the current presentation:

For the year ended December 31, 2023TotalNet fair value gains on loans and related obligationsFee incomeLoss on sale and other income from loans held for sale, netInterest incomeInterest expense
Finance of America Companies Inc. as previously reported$234,250$322,329$43,450$(24,994)$12,193$(118,728)
Reconciliation to current presentation:
PORTFOLIO INTEREST INCOME
Interest income1,628,8771,617,954——10,923—
Interest expense(1,360,998)(1,273,159)———(87,839)
NET PORTFOLIO INTEREST INCOME267,879344,795——10,923(87,839)
OTHER INCOME (EXPENSE)
Net origination gains121,646121,646————
Gain on securitization of HECM tails, net25,58325,583————
Fair value changes from model amortization(228,391)(228,391)————
Fair value changes from market inputs or model assumptions58,69658,696————
Net fair value changes on loans and related obligations(22,466)(22,466)————
Fee income43,450—43,450———
Loss on sale and other income from loans held for sale, net(24,994)——(24,994)——
Non-funding interest expense, net(29,619)———1,270(30,889)
NET OTHER INCOME (EXPENSE)(33,629)(22,466)43,450(24,994)1,270(30,889)
TOTALS$234,250$322,329$43,450$(24,994)$12,193$(118,728)

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, subject to HMBS related obligations, loans held for investment, subject to nonrecourse debt, other 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations(“ASC 805”), 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 results of this evaluation impacts 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. Under ASC 805, 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. Refer to Note 3 - Acquisitions for additional information.

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.

In accordance with ASC 205, Presentation of Financial Statements, 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 4 - 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, 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 special purpose entity (“SPE”) to which the assets were transferred.

The Company evaluates its interests in each SPE for classification as a VIE in accordance with ASC 810, Consolidation. 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.

The Company elected the fair value option provided for by ASC 825, Financial Instruments. This option was applied for the nonrecourse debt issued by the consolidated VIE.

Refer to Note 5 - Variable Interest Entities and Securitizations for additional information.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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.

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

The Company elected the fair value option for all loans held for investment, subject to HMBS obligations. A HECM 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 securitization program do not meet the requirements for sale accounting and are not derecognized upon date of transfer. The Ginnie Mae HMBS securitization 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 securitizations 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 securitizations.

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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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.

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 gain recognized on the securitization of tails is recorded in Gain 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.

Refer to Note 6 - Fair Value for further discussion of 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, are loans that were securitized and serve as collateral for the issued nonrecourse debt, including non-agency reverse mortgages, HECM buyouts, and commercial mortgage loans 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. The Company has elected the fair value option for all loans held for investment, subject to nonrecourse debt.

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.

Refer to Note 6 - Fair Value for further discussion of 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. The Company has elected the fair value option for all loans held for investment.

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 purchased out of Ginnie Mae HMBS, which the Company intends to hold to maturity.

HECM loans and tails that have not yet been securitized into HMBS consist primarily of newly-issued HECM 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 loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount (“MCA”) (referred to as HECM buyouts). The majority of performing loans are now conveyed to

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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 newly originated or acquired loans and their estimated fair value is recognized in Net origination gains 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. Refer to Note 6 - Fair Value for further discussion of valuation of loans held for investment.

Loan origination fees represent an up-front fee charged to a borrower for processing the HECM or non-agency reverse mortgage application and are recorded in Fee income in the Consolidated Statements of Operations as they are received when a loan is successfully funded. 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 premiums are remitted to the mortgage broker or correspondent lender who acted as the intermediary for the reverse mortgage. 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 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. Amortization expense of definite-lived intangibles is included in Depreciation and amortization in the Consolidated Statements of Operations. Intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for impairment of value or when indicators of a potential impairment are present. 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. The Company estimates the fair value of the indefinite life intangibles for all reporting units utilizing a relief from royalty approach and the significant assumptions used to measure fair value include discount rate, terminal factors, and royalty rate. These valuations result in a Level 3 nonrecurring fair value measurement. Impairment related to intangible assets is recorded in Impairment of intangibles and other assets in the Consolidated Statements of Operations. Refer to Note 10 - Intangible Assets, Net, for additional information.

Other Assets, Net

Other assets, net, primarily consists of government guaranteed receivables, retained bonds, at fair value, receivables, net of allowance, right-of-use (“ROU”) assets, prepaid expenses, fixed assets, net, loans held for sale, at fair value, MSR, at fair value, and other. Refer to Note 11 - 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 carried 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

Receivables, Net of Allowance

Receivables, net of allowance, are represented by amounts due from investors and other parties and are stated at the amounts management 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$14.5 million and$16.3 million as of December 31, 2024 and December 31, 2023, respectively, with accumulated depreciation and amortization of $10.7 million and $10.3 million as of December 31, 2024 and December 31, 2023, respectively. Fixed assets, net, were $3.8 million and $6.0 millionas of December 31, 2024 and December 31, 2023, respectively. Depreciation and amortization expense was $1.7 million and $5.2 million for the years ended December 31, 2024 and 2023, respectively.

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), 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 intangibles and other assets in the Consolidated Statements of Operations.

During 2024 and 2023, the Company’s restructuring of the business and certain operating losses triggered impairment analyses and the Company recognized impairment charges of $0.5 million and$1.8 million for fixed assets in the years ended December 31, 2024 and 2023, respectively.

Loans Held for Sale, at Fair Value

Loans held for sale, at fair value, represent mortgage loans originated by the Company and held until sold to secondary market investors. The Company primarily originated conventional government sponsored entities (“GSE”), government-insured (FHA), and government guaranteed (Department of Veteran Affairs) residential mortgage loans (collectively “residential mortgage loans held for sale”) and commercial mortgage loans to owners and investors of single and multi-family residential rental properties (“commercial mortgage loans held for sale”). The Company has elected the fair value option for all loans held for sale.

The yield recognized on all loans held for sale is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. Gains and losses on loans held for sale are recorded in Gain (loss) on sale and other income from loans held for sale, net, in the Consolidated Statements of Operations.

Refer to Note 6 - Fair Value for further discussion of valuation of loans held for sale.

MSR, at Fair Value

MSR represent contractual rights to perform specific administrative functions for the underlying loans including specified mortgage servicing activities, which consist of collecting loan payments, remitting principal and interest payments to investors, managing escrow funds for the payment of mortgage-related expenses such as taxes and insurance, and otherwise administrating the mortgage loan servicing portfolio. MSR are created through the sale of an originated mortgage loan. The unpaid principal balance (“UPB”) of the loans underlying the MSR is not included in the Consolidated Statements of Financial Condition. For servicing retained in connection with the securitization of reverse mortgage loans accounted for as secured financings, an MSR is not recognized. The fair value of future servicing revenues net of servicing costs related to reverse mortgage loans is included in the fair value of the underlying loan.

The Company follows the fair value measurement method to record the value of MSR in accordance with ASC 860, Transfers and Servicing. Under this method, servicing assets are measured at fair value on a recurring basis with changes in fair value recorded through earnings in the period of the change as a component of Fee income in the Consolidated Statements of Operations. Refer to Note 9 - Mortgage Servicing Rights, at Fair Value, for additional information.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Leases

The Company evaluates all leases at inception under ASC 842, Leases(“ASC 842”), 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.

ASC 842 stipulates that the ROU asset in an operating lease is subject to the impairment guidance in ASC 360, 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 intangibles and other assets in the Consolidated Statements of Operations.

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 16 - Leases for additional information related to continuing operations.

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. The Company has elected the fair value option for all HMBS related obligations.

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 loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM 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 now conveyed to HUD prior to the Company needing to finance the HECM

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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 (see Note 14 - Other Financing Lines of Credit) and operating cash flows, to the extent necessary, to repurchase loans. The timing and amount of the Company’s obligation to repurchase HECM is uncertain as repurchase is predicated on certain factors such as whether or not a borrower event of default occurs prior to the HECM 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 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.

Refer to Note 6 - Fair Value and Note 12 - HMBS Related Obligations, at Fair Value, for further discussion of valuation and additional information on 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 Company has elected the fair value option for all nonrecourse debt.

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.

Refer to Note 6 - Fair Value and Note 13 - 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 consists of variable-rate, asset-backed facilities, primarily warehouse lines of credit, to support the origination of mortgage loans and operations of the Company, which provide creditors 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 14 - 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.

Payables and Other Liabilities

Payables and other liabilities primarily consist of accrued and other liabilities, lease liabilities, deferred purchase price liabilities, Ginnie Mae reverse mortgage buyout payable, and accrued compensation expense. Refer to Note 15 - Payables and Other Liabilities for additional information related to continuing operations.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Deferred Purchase Price Liabilities

As a result of asset acquisitions and business combinations, the Company has recorded contingent liabilities based upon 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 has entered into Tax Receivable Agreements (“TRA”) with certain owners of FOA Equity (the “TRA Parties”). Initial measurement of the obligations was at fair value, and it is 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.

The Company also has other deferred purchase price liabilities related to the closing of the AAG Transaction. Refer to Note 3 - Acquisitions for additional detail.

Ginnie Mae Reverse Mortgage Buyout Payable

As an issuer of HMBS, the Company is required to repurchase reverse loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM 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.

Notes Payable, Net

Notes payable are carried 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 expense, net, in the Consolidated Statements of Operations. Issuance costs, premiums, and discounts, which are initially capitalized as part of the notes payable balance, are amortized over the expected life of the note using the effective interest method. Refer to Note 17 - Notes Payable, Net, for additional information.

Comprehensive Income (Loss)

Recognized revenues, expenses, gains, and losses are included in the Consolidated Statements of Operations. Certain changes in assets and liabilities, such as foreign currency translation adjustments, are reported as a separate component in the Consolidated Statements of Equity. Such items, along with net income (loss), are components of comprehensive income (loss).

Revenue Recognition

The majority of revenues generated by the Company in connection with originations and servicing are not within the scope of ASC 606, Revenue from Contracts with Customers.

The primary components of fee income consist of the following:

Loan Origination Fees

Loan origination fees are recorded in Fee income in the Consolidated Statements of Operations when a loan is successfully funded, with the related costs recognized in loan production and portfolio related expenses when incurred at the date of origination.

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 fulfillment and acceptability for these services, and has discretion in setting the price to the borrower, and therefore these fees should be recognized gross as the Company is the principal for the specified goods and services performed.

In addition to the fees above, the Company also acts as agent for certain services for its customers. These services include obtaining flood certification and inspection fees. In these transactions, the Company will facilitate the providing of the goods or services to prospective borrowers, and collects these amounts from the borrower prior to the services being provided.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Loan origination fees were $28.5 million and $36.6 millionfor the years ended December 31, 2024 and 2023, respectively.

Loan Servicing Fees

Loan servicing income represents recurring servicing and other ancillary fees earned for servicing mortgage loans owned by investors. Servicing fees received for servicing mortgage loans owned by investors are based on a stipulated percentage of the outstanding monthly principal balance on such loans, or the difference between the weighted average yield received on the mortgage loans and the amount paid to the investor, less guaranty fees and interest on curtailments. Loan servicing income is receivable only out of interest collected from mortgagors and is recorded as income when collected. Late charges and other miscellaneous fees collected from mortgagors are also recorded as income when collected and are included as a component of Fee income in the Consolidated Statements of Operations.

Loan servicing fees were $1.7 million and $8.1 millionfor the years ended December 31, 2024 and 2023, 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 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, and a corresponding gain is recorded equal to the proceeds of the cash and any other beneficial interest retained by the Company, less the carrying balance of the transferred mortgage loans. Upon completion of the sale, the recorded gains and losses are reflected in Gain (loss) on sale and other income from loans held for sale, net, in the Consolidated Statements of Operations.

Whenever the requirements for sale treatment have not been met due to control over the transferred financial assets not being surrendered, the transferred loans will continue to be held as Loans held for investment, subject to nonrecourse debt, at fair value, and an associated liability is recorded in Nonrecourse debt, at fair value, in the Consolidated Statements of Financial Condition.

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.

Equity-based compensation expense is recorded in Salaries, benefits, and related expenses in the Consolidated Statements of Operations. Refer to Note 20 - 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 related to continuing operations were $2.1 million and$2.5 million for the years ended December 31, 2024 and 2023,

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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 (benefit) 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 (benefit) 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.

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 23 - 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 18 - Litigation and Note 19 - 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 with respect to 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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

below, the “Earnout Securities”) will be issued; and 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 classified as equity. The seller earnout was measured at fair value upon the date of issuance and 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 the Sponsor Earnout Agreement 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. Net income (loss) is reduced by the portion of net income (loss) that is attributable to noncontrolling interests as well as special allocations related to the Amended and Restated Long-Term Incentive Plan (“A&R MLTIP”) as defined in the FOA Equity LLC Agreement.

Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the period. Diluted earnings (loss) per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding and the effect of all dilutive securities as calculated using the if-converted and treasury stock methods, as appropriate. The Company applies the two-class method for participating securities in basic earnings (loss) per share and diluted earnings (loss) per share calculations. Refer to Note 29 - Earnings (Loss) Per Share for additional information.

Reclassifications

Certain amounts from the prior year consolidated financial statements have been reclassified to conform to the current year financial presentation.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Recently Adopted Accounting Guidance

StandardDescriptionEffective DateEffect on Consolidated Financial Statements
Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own EquityIn August 2020, the FASB issued ASU 2020-06 which reduces the number of accounting models that require separate accounting for convertible features of debt securities. This ASU also requires the use of the if-converted method for all convertible instruments in the diluted earnings (loss) per share calculation.For the year ended December 31, 2024.The Company did not have any financial instruments subject to ASU 2020-06 prior to our adoption in the current period. Refer to Note 17 - Notes Payable, Net, and Note 29 - Earnings (Loss) Per Share for additional information on the exchangeable secured notes that were issued in October 2024.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment DisclosuresIn November 2023, the FASB issued ASU 2023-07 which requires disclosures of significant reportable expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.For the year ended December 31, 2024.The retrospective adoption of this standard resulted in additional disclosures related to each reportable segment, but did not have a material impact on our consolidated financial statements.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Recently Issued Accounting Guidance, Not Yet Adopted as of December 31, 2024

StandardDescriptionDate of Planned AdoptionEffect on Consolidated Financial Statements
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresIn December 2023, the FASB issued ASU 2023-09 that enhances 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.For the year ending December 31, 2025.This ASU will result in additional income tax 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 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesIn 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 InstrumentsIn 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.
  1. Acquisitions

Asset Acquisition

On March 31, 2023, the Company completed the acquisition of the assets, including the retail loan originations platform, and liabilities associated with the AAG Transaction for a total purchase consideration of $215.4 million.

The Company determined that the AAG Transaction should be considered an asset acquisition, because substantially all of the fair value of the acquired assets was concentrated in a single group of similar assets. Under the accounting for asset acquisitions, the acquisition is recorded using a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired. Consequently, no goodwill was recognized as part of this transaction.

The following table summarizes the fair value of the consideration transferred and the major classes of assets acquired and liabilities assumed (in thousands):

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Consideration transferred:
FOA Class B Common Stock(1) (Note 30 - Equity)$—
Cash consideration(2)3,100
Notes payable to Seller4,500
Pay off of indebtedness(2)136,984
Initial equity consideration – Class A LLC Units(3) (Note 30 - Equity)24,419
Deferred equity consideration – Class A LLC Units(4) (Note 30 - Equity)13,137
Other liabilities assumed8,429
Buyer transaction expenses(2)770
Forgiveness of bridge working capital notes payable24,034
Total cost$215,373
Assets acquired:
Loans held for investment, subject to HMBS related obligations$5,448,712
Loans held for investment138,270
Fixed assets and leasehold improvements2,400
Right-of-use leased assets491
Other assets6,270
Total assets acquired5,596,143
Liabilities assumed:
HMBS related obligations5,354,372
Operating lease liabilities492
Payables and other liabilities25,906
Total liabilities assumed5,380,770
Net identifiable assets acquired$215,373

(1)The Seller ownsone share of FOA Class B Common Stock. Class B Common Stock has no economic rights but entitles each holder of at least one such share (regardless of the number of shares held) to a number of votes that is equal to the aggregate number of Class A LLC Units held by the holder on all matters on which Class A Common Stockholders are entitled to vote. The fair value of the Class B Common Stock was determined to be negligible as there are no economic rights associated with the Class B Common Stock.

(2) Amounts represent the cash portion of the consideration paid to acquire the net assets of AAG/Bloom. Total cash consideration was $140.9 million.

(3) At the closing of the AAG Transaction, FOA Equity issued 1,969,299 Class A LLC Units to the Seller, which hold 1:1 conversion rights for Class A Common Stock of FOA. At the closing date, the fair value of these Class A LLC Units were equal to the Class A Common Stock share price of $12.40 per share.

(4) The deferred equity consideration is comprised oftwo forms of issuable Class A LLC Units;705,841 units with a fair value on the closing date of $8.7 million that are equity classified and indemnity holdback units totaling up to 714,226 units with a fair value on the closing date of $4.4 million that are liability classified. The deferred equity consideration that is liability classified is recorded in Payables and other liabilities in the Consolidated Statements of Financial Condition.

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 relating to the AAG Transaction.

The indemnity holdback units to be issued to the Seller are based on set thresholds and, subject to meeting the control condition, are settledtwo andthree years following the closing date. The amount of units released to the Seller depends on the dollar amount of indemnified claims FOA pays out on behalf of the Seller related to litigation liabilities and indemnifiable loan losses. Two years following the closing date, FOA Equity will issue to the Seller Class A LLC Units equal to the excess of the remaining indemnity holdback units over the threshold of 357,113. The remaining Class A LLC Units the Seller is entitled to are issued three years following the closing date. Management has included the fair value of indemnity holdback units, reduced for estimated litigation liabilities and indemnifiable loan losses, above in the consideration given to the Seller.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. 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, as described in further detail below, in order to transform our business from a vertically integrated lending and complementary services platform to a unified modern retirement solutions platform. This transformation included the wind-down of the previously reported Mortgage Originations segment and sale of the previously reported Commercial Originations and Lender Services segments. This constitutes a strategic shift that has had or will have a major effect on our operations and financial results. As such, the results of our previously reported Mortgage Originations, Commercial Originations, and Lender Services segments, as described below, are reported as discontinued operations for all periods presented.

Mortgage Originations Segment

On October 20, 2022, the Board of the Company authorized a plan to discontinue the operations of the Company’s previously reported Mortgage Originations segment operated by FAM, other than its home improvement lending business, which process commenced in the fourth quarter of 2022 and was completed on February 28, 2023.

On August 31, 2023, the Company entered into an agreement to sell certain operational assets of the home improvement lending business. This transaction closed on September 15, 2023 for cash consideration of $0.3 million. In connection with such transaction, the Company began the process of winding down the operations of the home improvement lending business, which was substantially complete as of March 31, 2024. The wind-down of the home improvement lending business was not considered by the Company to be a strategic shift that has had or will have a major effect on our operations and financial results. Therefore, the previous operations of the home improvement lending business are reported as part of the Company’s Retirement Solutions segment rather than as discontinued operations.

Lender Services Segment

On February 1, 2023, Incenter entered into an agreement to sellone hundred percent of (i) the issued and outstanding shares of capital stock of ANTIC, a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of BNT, a direct subsidiary of Incenter and an indirect subsidiary of the Company. The closing of the ANTIC and BNT sale was completed on July 3, 2023. Incenter received $92.6 million in cash, which is the base purchase price of $100.0 million adjusted at closing in accordance with the provisions of the agreement, and transferred $27.0 million of cash to the purchaser. The Company has historically included the operations of ANTIC and BNT in its previously reported Lender Services segment.

On March 30, 2023, the FOA Equity Board authorized a plan to sell assets making up the remainder of the Company’s previously reported Lender Services segment, with the exception of its Incenter Solutions LLC operating service subsidiary. The Company sold such assets on June 30, 2023 intwo separate transactions for an aggregate consideration of $17.5 million, which includes $4.8 million in cash and a $12.7 million note receivable. The note receivable is included in the Consolidated Statements of Cash Flows as a non-cash investing activity. During the quarter ended September 30, 2023, the Company ceased the operations of the Company’s Incenter Solutions LLC operating service subsidiary. The wind-down of Incenter Solutions LLC was substantially complete as of December 31, 2023. The wind-down of Incenter Solutions LLC was not considered by the Company to be a strategic shift that has had or will have a major effect on our operations and financial results. Therefore, the previous operations of Incenter Solutions LLC are reported within Corporate and Other in Note 24 - Business Segment Reporting, rather than as discontinued operations.

Commercial Originations Segment

On February 19, 2023, the Company entered into an agreement to sell certain commercial originations operational assets of FAM, operating under the brand FACo. This transaction closed on March 14, 2023 for consideration of $2.5 million, of which $0.5 million is cash consideration. The Company historically included the commercial originations operations of FACo in its previously reported Commercial Originations segment. In connection with the transaction, the Company discontinued the operations of and wound-down its Commercial Originations segment.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

The following table summarizes the major classes of assets and liabilities classified as discontinued operations as of December 31, 2024 and December 31, 2023 (in thousands):

December 31, 2024December 31, 2023
Assets
Other assets, net$2,451$6,721
Liabilities
Payables and other liabilities11,67718,304

The following table summarizes the major components of net loss from discontinued operations (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Portfolio interest income
Interest income$—$824
Interest expense—(966)
Net portfolio interest income (expense)—(142)
Other income (expense)
Net origination gains—308
Net fair value changes on loans and related obligations—308
Fee income—68,138
Loss on sale and other income from loans held for sale, net—(2,222)
Net other income (expense)—66,224
Total revenues—66,082
Expenses
Salaries, benefits, and related expenses—51,780
Loan production and portfolio related expenses—1,224
Marketing and advertising expenses—1,042
Depreciation and amortization—5,176
General and administrative expenses1,62254,070
Total expenses1,622113,292
Impairment of intangibles and other assets(1)—(4,455)
Other, net(2)(3,105)(1,444)
Net loss from discontinued operations before income taxes(4,727)(53,109)
Benefit for income taxes from discontinued operations—(1,200)
Net loss from discontinued operations(4,727)(51,909)
Net loss from discontinued operations attributable to noncontrolling interest(2,719)(33,108)
Net loss from discontinued operations attributable to controlling interest$(2,008)$(18,801)

(1)The Company evaluates the carrying value of long-lived assets, including intangible assets, fixed assets, and ROU assets, when indicators of impairment exist in accordance with ASC 360. Based on the analyses, the Company recognized impairment charges for the year ended December 31, 2023 related to the sales of the previously reported Lender Services and Commercial Originations segments.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

(2)Amount includes gains on disposals of $0.3 million for the year ended December 31, 2023. The gains on disposals consist of a $12.8 million gain on the sale of the remaining assets of the Lender Services segment, a $11.7 million loss on the sale of our commercial originations operational assets, and a $0.8 million loss on the sale of ANTIC and BNT.

There were no material cash flow activities related to discontinued operations for the year ended December 31, 2024. The Consolidated Statement of Cash Flows for the year ended December 31, 2023 included the following material activities related to discontinued operations (in thousands):

Loss on sale and other income from loans held for sale, net$(2,222)
Unrealized fair value changes on loans, related obligations, and derivatives308
Impairment of intangibles and other assets4,455
Depreciation and amortization5,176
Acquisition of fixed assets1,815
  1. Variable Interest Entities and Securitizations

The Company determined that the special purpose entities 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 obligations to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Consolidated VIEs

FAR

FAR 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 FAR 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.

In 2024, the Company entered into a financing agreement which was structured as a securitization. The special purpose entity created for the purposes of the financing is a VIE which the Company has consolidated, as the Company is the primary beneficiary. The non-agency loans included in this securitization are recorded in Loans held for investment, at fair value, in the Consolidated Statements of Financial Condition and the associated debt is recorded in Other financing lines of credit in the Consolidated Statements of Financial Condition.

During theyear ended December 31, 2024, the Company redeemed outstanding securitized notes related to certain non-agency reverse loan and HECM buyout securitizations. As part of the redemptions, the Company paid off notes with outstanding principal balances of $1.9 billion. The notes were paid off at par.

FAM

FAMsecuritized certain of its interests in commercial mortgage loans. The transactions provided debt security holders the ability to invest in a pool of loans secured by an investment in real estate. The transactions provided the Company with access to liquidity for the loans and ongoing management fees. The principal and interest on the outstanding debt securities are paid using the cash flows from the underlying loans, which serve as collateral for the debt.

During theyear ended December 31, 2024, the Company redeemed outstanding securitized notes related to certain commercial mortgage securitizations. As part of the redemptions, the Company paid off notes with outstanding principal balances of $45.6 million. The notes were paid off at par. The Company also issued a new securitization related to commercial mortgage loans. Refer to Note 13 - Nonrecourse Debt, at Fair Value, for additional information.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Servicing-Securitized Loans

In their capacity as servicer of the securitized loans, FAR and FAMretain the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance. FAR and FAM also retain certain beneficial interests in these trusts which provide exposure to potential gains and losses based on the performance of the trust. As FAR and FAM have both the power to direct the activities that significantly impact the VIE’s economic performance and the obligations to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the definition of primary beneficiary is met and the trusts are consolidated by the Company through its FAR and FAM subsidiaries.

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, 2024 and 2023.

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, 2024December 31, 2023
ASSETS
Restricted cash$248,905$168,010
Loans held for investment, subject to nonrecourse debt, at fair value8,904,3037,881,566
Loans held for investment, at fair value168,641—
Other assets, net53,40068,178
TOTAL ASSETS$9,375,249$8,117,754
LIABILITIES
Nonrecourse debt, at fair value$8,947,378$7,859,065
Other financing lines of credit136,157—
Payables and other liabilities1,277546
TOTAL VIE LIABILITIES9,084,8127,859,611
Retained bonds and beneficial interests eliminated in consolidation(359,077)(327,653)
TOTAL CONSOLIDATED LIABILITIES$8,725,735$7,531,958

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 the Company 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. 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Transfer of loans accounted for as secured borrowings

The Company securitized certain non-agency reverse mortgage loans and commercial 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 the Company 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.

The tables below present a summary of the unconsolidated VIEs for which the Company holds variable interests (in thousands):

December 31, 2024
Carrying value
AssetsLiabilitiesMaximum exposure to lossTotal assets in VIEs
Transfers of loans - sale treatment
Retained interests$47,568$—$47,568$948,364
Transfers of loans - secured borrowing
Loans and nonrecourse liability393,405374,07119,334393,405
TOTAL$440,973$374,071$66,902$1,341,769
December 31, 2023
Carrying value
AssetsLiabilitiesMaximum exposure to lossTotal assets in VIEs
Transfers of loans - sale treatment
Retained interests$50,774$—$50,774$1,008,152
Transfers of loans - secured borrowing
Loans and nonrecourse liability389,557368,34321,214389,557
TOTAL$440,331$368,343$71,988$1,397,709

As of December 31, 2024 and December 31, 2023, there were $0.2 million and $0.7 million, respectively, of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 90 days or more past due.

  1. 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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.

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, 2024 and 2023.

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.

InstrumentValuation TechniquesClassification of Fair Value Hierarchy
Assets
Loans held for investment, subject to HMBS related obligations(1)
HECM loans - securitized into Ginnie Mae HMBSThese loans are valued utilizing a present value methodology that discounts estimated projected 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, and discount rate assumptions.Level 3
Loans held for investment, subject to nonrecourse debt(1)
Non-agency reverse mortgage loans - securitizedThese loans are valued utilizing a present value methodology that discounts estimated projected cash flows over the life of the portfolio using WAL, loan-to-value (“LTV”), CPR, loss severity, home price appreciation (“HPA”), and discount rate assumptions.Level 3
HECM buyouts - securitized (performing)These loans are valued utilizing a present value methodology that discounts estimated projected cash flows over the life of the 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 projected cash flows over the life of the portfolio using WAL, CPR, loss frequency, loss severity, and discount rate assumptions.Level 3
Commercial mortgage loans - securitizedThis product is valued using a DCF model utilizing a single monthly mortality prepayment rate (“SMM”), discount rate, and loss 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Loans held for investment
Non-agency reverse mortgage loansThe Company values non-agency reverse mortgage loans utilizing a present value methodology that discounts estimated projected cash flows over the life of the loan portfolio. The primary assumptions utilized in valuing the loans include WAL, LTV, CPR, loss severity, HPA, and discount rate.Level 3
HECM buyouts (nonperforming)The fair value of repurchased loans is based on expected cash proceeds of the liquidation of the underlying properties and expected claim proceeds from HUD. The primary assumptions utilized in valuing nonperforming repurchased loans include 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
Commercial mortgage loansThis product is valued using a DCF model with SMM, discount rate, and constant default rate (“CDR”) assumptions.Level 3
Other assets
Retained bondsManagement 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
Loans held for sale - residential mortgage loansThis includes all mortgage loans that can be sold to the agencies, which are valued predominantly by published forward agency prices. This will also include all non-agency loans where recently negotiated market prices for the loan pool exist with a counterparty (which approximates fair value), or quoted market prices for similar loans are available.Level 2
MSRThe Company valued MSR internally through a DCF analysis and calculated using a pricing model. This pricing model was based on the objective characteristics of the portfolio (loan amount, note rate, etc.) and commonly used industry assumptions such as discount rate and weighted average CPR. There were no MSR at December 31, 2024 and the range and weighted average of the unobservable inputs of MSR were not meaningful at December 31, 2023.Level 3
Liabilities
HMBS related obligations
HMBS related obligationsThe estimated fair value is based on the net present value of projected cash flows over the estimated life of the liability. The estimated 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
Nonrecourse reverse mortgage loan financing liabilityThe estimated 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.Level 3

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Nonrecourse commercial loan financing liabilityThe estimated fair value is based on the net present value of projected cash flows over the estimated life of the liability.The primary assumptions utilized include weighted average SMM and discount rates. The Company estimates prepayment speeds giving consideration that the Company may in the future transfer additional loans to the trust, subject to the availability of funds provided for within the trust.Level 3
Deferred purchase price liabilities
Deferred purchase price liabilitiesThese liabilities are measured based on the estimated amount of indemnified claims associated with the AAG Transaction and 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 3 - Acquisitions for additional information.Level 3
TRA obligationThe 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, 2024 · December 31, 2023
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Assets
Loans held for investment, subject to HMBS related obligations
WAL (in years)NM3.0NM3.4
CPRNM21.6%NM20.1%
Loss frequencyNM4.4%NM4.5%
Loss severity3.4% - 15.9%3.5%3.4% - 12.9%3.5%
Discount rateNM5.3%NM5.0%
Average draw rateNM1.1%NM1.1%
Loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgage loans - securitized
WAL (in years)NM10.1NM9.7
LTV0.0% - 98.0%47.2%0.0% - 79.6%45.9%
CPRNM14.8%NM14.7%
Loss severityNM10.0%NM10.0%
HPA(5.6)% - 8.3%3.6%(9.8)% - 7.6%3.3%
Discount rateNM7.0%NM6.9%
HECM buyouts - securitized (performing)
WAL (in years)NM7.1NM7.4
CPRNM15.1%NM15.1%
Loss severity3.4% - 15.9%4.7%3.4% - 12.8%6.9%
Discount rateNM8.0%NM8.2%
HECM buyouts - securitized (nonperforming)
WAL (in years)NM1.5NM1.6
CPRNM40.0%NM39.8%
Loss frequency23.1% - 100.0%45.6%23.1% - 100.0%51.0%
Loss severity3.4% - 15.9%5.2%3.4% - 12.8%6.4%
Discount rateNM8.0%NM8.6%

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024 · December 31, 2023
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Commercial mortgage loans - securitized
SMMNM8.2%NM10.7%
Discount rateNM20.7%NM16.5%
Loss rateNM7.5%NM1.0%
Loans held for investment:
Non-agency reverse mortgage loans
WAL (in years)NM10.5NM12.1
LTV5.9% - 70.6%35.1%3.9% - 53.8%33.8%
CPRNM16.2%NM14.4%
Loss severityNM10.0%NM10.0%
HPA(5.6)% - 8.3%3.5%(9.8)% - 7.6%3.1%
Discount rateNM7.1%NM6.9%
HECM buyouts (nonperforming)
WAL (in years)NM1.5NM1.5
CPRNM43.8%NM41.5%
Loss frequencyNM47.9%NM48.2%
Loss severity3.4% - 15.9%10.5%3.4% - 12.8%5.1%
Discount rateNM8.0%NM8.6%
Commercial mortgage loans
SMMNMNMNM73.6%
CDRNMNMNM25.6%
Discount rateNMNM9.6% - 20.0%13.2%
Other assets:
Retained bonds
WAL (in years)NM3.52.3 - 23.44.9
Discount rate(1.3)% - 15.3%7.3%(31.2)% - 12.3%6.7%
Liabilities
HMBS related obligations
WAL (in years)NM3.8NM4.1
CPRNM24.8%NM23.8%
Discount rateNM5.2%NM5.0%
Nonrecourse debt:
Reverse mortgage loans:
Securitized non-agency reverse
WAL (in years)0.1 - 10.93.70.8 - 11.24.5
CPRNM17.3%10.6% - 22.3%14.7%
Discount rateNM6.7%NM7.0%
Performing/Nonperforming HECM securitizations
WAL (in years)NM1.0NM0.9
CPRNM18.6%21.5% - 22.3%21.9%
Discount rateNM7.5%NM10.0%

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024 · December 31, 2023
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Nonrecourse commercial loan financing liability
Weighted average SMMNM65.4%NM33.3%
Discount rateNM8.6%NM9.1%
Deferred purchase price liabilities
TRA obligation
Discount rateNM28.1%NM33.0%

Fair Value of Assets and Liabilities

The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis (in thousands):

December 31, 2024
Total Fair ValueLevel 1Level 2Level 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:
Reverse mortgage loans9,268,866——9,268,866
Commercial mortgage loans19,537——19,537
Loans held for investment:
Reverse mortgage loans519,948——519,948
Commercial mortgage loans155——155
Other assets:
Retained bonds40,407——40,407
Loans held for sale - residential mortgage loans3,454—3,454—
Total assets$28,522,329$—$3,454$28,518,875
Liabilities
HMBS related obligations$18,444,370$—$—$18,444,370
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability8,950,445——8,950,445
Nonrecourse commercial loan financing liability3,623——3,623
Deferred purchase price liabilities:
Deferred purchase price liabilities13,370——13,370
TRA obligation3,314——3,314
Total liabilities$27,415,122$—$—$27,415,122

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2023
Total Fair ValueLevel 1Level 2Level 3
Assets
Loans held for investment, subject to HMBS related obligations$17,548,763$—$—$17,548,763
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans8,138,403——8,138,403
Commercial mortgage loans133,990——133,990
Loans held for investment:
Reverse mortgage loans574,271——574,271
Commercial mortgage loans957——957
Other assets:
Retained bonds44,297——44,297
Loans held for sale - residential mortgage loans4,246—4,246—
MSR6,436——6,436
Loan purchase commitments630—630—
Total assets$26,451,993$—$4,876$26,447,117
Liabilities
HMBS related obligations$17,353,720$—$—$17,353,720
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability7,876,932——7,876,932
Nonrecourse commercial loan financing liability27,268——27,268
Deferred purchase price liabilities:
Deferred purchase price liabilities4,318——4,318
TRA obligation4,537——4,537
Warrant liability1,1501,150——
Total liabilities$25,267,925$1,150$—$25,266,775

Level 3 assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (in thousands):

Assets
Year ended December 31, 2024Loans held for investmentLoans held for investment, subject to nonrecourse debtMSRRetained bonds
Beginning balance$18,123,991$8,272,393$6,436$44,297
Total gain (loss) included in earnings1,592,998573,140(920)(684)
Purchases, settlements, and transfers:
Purchases and additions2,894,67341,134——
Sales and settlements(2,120,036)(922,355)(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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Liabilities
Year ended December 31, 2024HMBS related obligationsNonrecourse debt in consolidated VIE trusts and reverse loan financing liabilityNonrecourse commercial loan financing liabilityDeferred purchase price liabilitiesTRA obligation
Beginning balance$(17,353,720)$(7,876,932)$(27,268)$(4,318)$(4,537)
Total gain (loss) included in earnings(1,340,956)(428,840)10,245(9,189)1,223
Purchases, settlements, and transfers:
Purchases and additions(2,003,170)(1,462,646)———
Settlements2,253,476817,97313,400137—
Ending balance$(18,444,370)$(8,950,445)$(3,623)$(13,370)$(3,314)
Assets
Year ended December 31, 2023Loans held for investmentLoans held for investment, subject to nonrecourse debtLoans held for saleMSRRetained bondsPurchase commitments
Beginning balance$12,022,098$7,454,638$161,861$95,096$46,439$9,356
Total gain (loss) included in earnings1,003,208506,993(2,253)(2,582)847—
Purchases, settlements, and transfers:
Purchases and additions8,640,88176,03140,468405——
Sales and settlements(1,927,773)(1,349,682)(218,238)(86,483)(2,989)(9,356)
Transfers in (out) between categories(1,614,423)1,584,41318,162———
Ending balance$18,123,991$8,272,393$—$6,436$44,297$—
Liabilities
Year ended December 31, 2023HMBS related obligationsNonrecourse debt in consolidated VIE trusts and reverse loan financing liabilityNonrecourse commercial loan financing liabilityNonrecourse MSR financing liabilityDeferred purchase price liabilitiesTRA obligation
Beginning balance$(10,996,755)$(7,175,857)$(106,758)$(60,562)$(137)$(3,781)
Total gain (loss) included in earnings(785,928)(431,248)86074869(756)
Purchases, settlements, and transfers:
Purchases and additions(7,495,167)(1,701,349)(27,565)—(4,385)—
Settlements1,924,1301,431,522106,19559,814135—
Ending balance$(17,353,720)$(7,876,932)$(27,268)$—$(4,318)$(4,537)

Fair Value Option

The Company has elected to measure its loans held for investment, loans held for sale, HMBS related obligations, and nonrecourse debt 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. Presented in the tables below are the fair value and the UPB, at December 31, 2024 and December 31, 2023, of financial assets and liabilities for which the Company has elected the fair value option (in thousands):

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024Estimated Fair ValueUnpaid Principal Balance
Assets at fair value under the fair value option
Loans held for investment, subject to HMBS related obligations$18,669,962$17,652,495
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans9,268,8669,186,447
Commercial mortgage loans19,53732,250
Loans held for investment:
Reverse mortgage loans519,948503,727
Commercial mortgage loans155222
Other assets:
Loans held for sale - residential mortgage loans3,4544,331
Liabilities at fair value under the fair value option
HMBS related obligations18,444,37017,652,495
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability8,950,4459,351,132
Nonrecourse commercial loan financing liability3,62312,787
December 31, 2023Estimated Fair ValueUnpaid Principal Balance
Assets at fair value under the fair value option
Loans held for investment, subject to HMBS related obligations$17,548,763$16,875,437
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans8,138,4038,257,750
Commercial mortgage loans133,990136,622
Loans held for investment:
Reverse mortgage loans574,271558,577
Commercial mortgage loans9571,044
Other assets:
Loans held for sale - residential mortgage loans4,2469,247
Liabilities at fair value under the fair value option
HMBS related obligations17,353,72016,875,437
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability7,876,9328,429,135
Nonrecourse commercial loan financing liability27,26826,661

Fair Value of Other Financial Instruments

As of December 31, 2024 and December 31, 2023, all financial instruments were either recorded at fair value or the carrying value approximated fair value with the exception of notes payable, net. Notes payable, net, includes our senior notes and working capital promissory notes, recorded at the carrying value of $374.5 million and $410.9 millionas of December 31, 2024 and December 31, 2023, respectively, and have a fair value of $467.9 million and $345.6 millionas of December 31, 2024 and December 31, 2023, respectively. The senior secured notes and the exchangeable senior secured notes have a fair value of $185.6 million and $191.1 millionas of December 31, 2024, respectively. The fair value for notes payable, net, was determined using quoted market prices adjusted for accrued interest, which is considered to be a Level 2 input. Refer to Note 17 - Notes Payable, Net, for additional information.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

For other financial instruments that were not recorded at fair value, such as cash and cash equivalents including restricted cash, promissory notes receivable, 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 3 inputs, with the exception of cash and cash equivalents, including restricted cash, which are Level 1 inputs.

  1. Reverse Mortgage Portfolio Composition

The table below summarizes the composition and the outstanding UPB of the reverse mortgage loan portfolio serviced by the Company (in thousands):

December 31, 2024December 31, 2023
Reverse mortgage loans held for investment, subject to HMBS related obligations$17,652,495$16,875,437
Reverse mortgage loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgages8,567,7927,631,601
Performing HECM buyouts210,041216,184
Nonperforming HECM buyouts408,614409,965
Total reverse mortgage loans held for investment, subject to nonrecourse debt9,186,4478,257,750
Reverse mortgage loans held for investment:
Non-agency reverse mortgages270,956241,424
HECM loans not securitized(1)101,100101,820
Unpoolable HECM loans(2)131,671215,333
Total reverse mortgage loans held for investment503,727558,577
Total owned reverse mortgage portfolio27,342,66925,691,764
Loans reclassified as government guaranteed receivable45,77394,636
Loans serviced for others88,125164,742
Total serviced reverse mortgage loan portfolio$27,476,567$25,951,142

(1)Loans not securitized primarily represent newly originated loans and poolable tails.

(2)Unpoolable loans primarily represent loans that have reached 98% of their MCA.

The table below summarizes the reverse mortgage portfolio owned by the Company by product type (in thousands):

December 31, 2024December 31, 2023
Adjustable rate loans$19,966,185$18,874,588
Fixed rate loans7,376,4846,817,176
Total owned reverse mortgage portfolio$27,342,669$25,691,764

As of December 31, 2024 and December 31, 2023, there were $497.6 million and$478.8 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 $7.1 million and $46.2 million, respectively, of foreclosure proceedings in process, which are included in loans serviced for others in the table above.

  1. Loans, at Fair Value

Loans held for investment and held for sale consisted of the following (in thousands):

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024Unpaid Principal BalanceFair Value AdjustmentsEstimated Fair Value
Loans held for investment, subject to HMBS related obligations$17,652,495$1,017,467$18,669,962
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans9,186,44782,4199,268,866
Commercial mortgage loans32,250(12,713)19,537
Total loans held for investment, subject to nonrecourse debt9,218,69769,7069,288,403
Loans held for investment(1):
Reverse mortgage loans503,72716,221519,948
Commercial mortgage loans222(67)155
Total loans held for investment503,94916,154520,103
Other assets:
Loans held for sale - residential mortgage loans4,331(877)3,454
Total loan portfolio$27,379,472$1,102,450$28,481,922

(1)As of December 31, 2024, there was $451.3 million in UPB in loans held for investment pledged as collateral for financing lines of credit.

December 31, 2023Unpaid Principal BalanceFair Value AdjustmentsEstimated Fair Value
Loans held for investment, subject to HMBS related obligations$16,875,437$673,326$17,548,763
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans8,257,750(119,347)8,138,403
Commercial mortgage loans136,622(2,632)133,990
Total loans held for investment, subject to nonrecourse debt8,394,372(121,979)8,272,393
Loans held for investment(1):
Reverse mortgage loans558,57715,694574,271
Commercial mortgage loans1,044(87)957
Total loans held for investment559,62115,607575,228
Other assets:
Loans held for sale - residential mortgage loans9,247(5,001)4,246
Total loan portfolio$25,838,677$561,953$26,400,630

(1)As of December 31, 2023, there was $487.9 million in UPB in loans held for investment pledged as collateral for financing lines of credit.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

The tables below show the total amount of loans held for investment and held for sale that were greater than 90 days past due and on non-accrual status (in thousands):

December 31, 2024Unpaid Principal BalanceEstimated Fair ValueDifference
Loans held for investment, subject to nonrecourse debt:
Commercial mortgage loans$32,067$19,362$(12,705)
Loans held for investment:
Commercial mortgage loans222155(67)
Other assets:
Loans held for sale - residential mortgage loans1,6051,284(321)
Total loans 90 days or more past due and on non-accrual status$33,894$20,801$(13,093)
December 31, 2023Unpaid Principal BalanceEstimated Fair ValueDifference
Loans held for investment, subject to nonrecourse debt:
Commercial mortgage loans$34,115$31,244$(2,871)
Other assets:
Loans held for sale - residential mortgage loans4,324428(3,896)
Total loans 90 days or more past due and on non-accrual status$38,439$31,672$(6,767)

The table below shows a reconciliation of the changes in loans held for sale (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Beginning balance$4,246$173,984
Originations/purchases/repurchases9,877192,789
Proceeds from sales(10,971)(376,056)
Net transfers related to loans held for sale—15,580
Net transfers related to discontinued operations—12,525
Gain (loss) on loans held for sale, net302(24,542)
Net fair value changes on loans held for sale—9,966
Ending balance$3,454$4,246

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Mortgage Servicing Rights, at Fair Value

The servicing portfolio associated with capitalized servicing rights consists of the following (in thousands):

December 31, 2024December 31, 2023
Fannie Mae/Freddie Mac$—$124,435
Ginnie Mae—285
Private investors—931,940
Total UPB$—$1,056,660
Weighted average interest rateN/A3.71%

The activity in the loan servicing portfolio associated with capitalized servicing rights consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Beginning UPB$1,056,660$8,602,338
Originated MSR—42,011
Sales MSR(1,044,708)(7,416,568)
Payoffs MSR(4,925)(75,527)
Other(7,027)(95,594)
Ending UPB$—$1,056,660

The activity in the MSR asset consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Beginning balance$6,436$95,096
Originations—405
Sales(5,516)(86,483)
Changes in fair value due to:
Changes in market inputs or assumptions used in valuation model(852)(1,014)
Changes in fair value due to portfolio runoff and other(68)(1,568)
Ending balance$—$6,436

The value of the MSR was driven by the net cash flows associated with servicing activities. The cash flows included contractually specified servicing fees, late fees, and other ancillary servicing revenue. The fees were $0.3 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively. These fees and changes in fair value of the MSR are recorded within Fee income in the Consolidated Statements of Operations.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Intangible Assets, Net

Intangible assets, net, consisted of the following (in thousands):

December 31, 2024Amortization Period (Years)CostAccumulated AmortizationImpairmentNet
Non-amortizing intangibles
Trade nameN/A$21,100$—$—$21,100
Amortizing intangibles
Broker/customer relationships9334,700(139,458)—195,242
Total intangibles$355,800$(139,458)$—$216,342
December 31, 2023Amortization Period (Years)CostAccumulated AmortizationImpairmentNet
Non-amortizing intangibles
Trade nameN/A$27,500$—$(6,400)$21,100
Amortizing intangibles
Broker/customer relationships9334,700(102,269)—232,431
Total intangibles$362,200$(102,269)$(6,400)$253,531

There wasno intangible asset impairment for the year ended December 31, 2024. Based on the annual impairment testing in the fourth quarter of 2023, the Company recognized an indefinite-lived intangible asset impairment of$6.4 millionfor the year ended December 31, 2023 at the Portfolio Management reporting unit.

Amortization expense was$37.2 millionfor each of the years ended December 31, 2024 and 2023.

As of December 31, 2024, the estimated amortization expense for the next five years and thereafter is as follows (in thousands):

Year Ending December 31,Amount
2025$37,189
202637,189
202737,189
202837,189
202937,189
Thereafter9,297
Total future amortization expense$195,242

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Other Assets, Net

Other assets, net, related to continuing operations consisted of the following (in thousands):

December 31, 2024December 31, 2023
Government guaranteed receivables$41,948$76,646
Retained bonds, at fair value (Note 6 - Fair Value)40,40744,297
Receivables, net of allowance of $3,135 and $4,615, respectively20,93527,494
ROU assets (Note 16 - Leases)20,53323,399
Prepaid expenses11,99812,245
Fixed assets, net3,8245,967
Loans held for sale, at fair value (Note 6 - Fair Value)3,4544,246
MSR, at fair value (Note 9 - Mortgage Servicing Rights, at Fair Value)—6,436
Other14,16225,423
Total other assets, net$157,261$226,153
  1. HMBS Related Obligations, at Fair Value

HMBS related obligations, at fair value, consisted of the following (in thousands):

December 31, 2024December 31, 2023
Ginnie Mae loan pools - UPB$17,652,495$16,875,437
Fair value adjustments791,875478,283
Total HMBS related obligations, at fair value$18,444,370$17,353,720
WAL (in years)3.84.1
Weighted average interest rate6.2%6.6%

The Company was servicing 2,835 and 2,552 Ginnie Mae loan pools at December 31, 2024 and December 31, 2023, respectively.

  1. Nonrecourse Debt, at Fair Value

Nonrecourse debt, at fair value, consisted of the following (in thousands):

Issue Date · Final Maturity Date · Interest Rate · Original Issue Amount · December 31, 2024 · December 31, 2023
Securitization of non-agency reverse loansMay 2018 - December 2024May 2050 - December 20741.25% - 4.50%$10,124,527$8,304,568$7,331,305
Securitization of performing/nonperforming HECM loans(1)October 2024October 20344.00% - 6.00%705,400677,035672,911
Securitization of commercial loans(2)May 2024May 20269.49%39,0168,24583,237
Total consolidated VIE nonrecourse debt UPB8,989,8488,087,453
Nonrecourse reverse loan financing liability(3)361,284341,682
Nonrecourse commercial loan financing liability(4)12,78726,661
Fair value adjustments(409,851)(551,596)
Total nonrecourse debt, at fair value$8,954,068$7,904,200

Finance of America Companies Inc.Notes to Consolidated Financial Statements

(1)In October 2024, the Company redeemed outstanding securitized notes related to performing/nonperforming HECM loans held at December 31, 2023. The Company also issued a new securitization related to performing/nonperforming HECM loans. Refer to Note 5 - Variable Interest Entities and Securitizations for additional information.

(2)In May 2024, the Company redeemed outstanding securitized notes related to commercial mortgage loans held at December 31, 2023. The Company also issued a new securitization related to commercial mortgage loans. Refer to Note 5 - Variable Interest Entities and Securitizations for additional information.

(3)Nonrecourse reverse loan financing liability is comprised of the balance of the nonrecourse debt associated with a non-agency securitization. As the securitization was determined to be an unconsolidated VIE and failed sale treatment, the associated nonrecourse debt is accounted for by the Company and presented separately from the other nonrecourse debts. Refer to Note 5 - Variable Interest Entities and Securitizations for additional information.

(4)Nonrecourse commercial loan financing liability is comprised of the balance of the nonrecourse debt associated with a commercial mortgage securitization. As the securitization was determined to be an unconsolidated VIE and failed sale treatment, the associated nonrecourse debt is accounted for by the Company and presented separately from the other nonrecourse debts. Refer to Note 5 - Variable Interest Entities and Securitizations for additional information.

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, 2024, estimated maturities for nonrecourse debt for the next five years and thereafter are as follows (in thousands):

Year Ending December 31,Estimated Maturities
2025$1,894,677
20263,275,588
20271,910,275
2028524,703
2029202,745
Thereafter1,555,931
Total payments on nonrecourse debt$9,363,919
  1. Other Financing Lines of Credit

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

The following summarizes the components of other financing lines of credit (in thousands):

Outstanding borrowings at
Maturity Date · Interest Rate · Collateral Pledged · Total Capacity(1) · December 31, 2024 · December 31, 2023
Reverse Lines:
April 2025 - October 2026Secured Overnight Financing Rate (“SOFR”) + applicable marginFirst and Second Lien Mortgages$1,080,000$438,328$432,918
Various(2)Bond accrual rate/SOFR + applicable marginMortgage Related Assets381,034356,915344,367
October 2027SOFR + applicable marginHECM MSR70,00069,23169,231
October 2025SOFR + applicable marginUnsecuritized Tails40,00019,94723,620
Subtotal reverse lines of credit1,571,034884,421870,136
Mortgage Lines:
Various(2)Bond accrual rate + applicable marginMortgage Related Assets33,82633,82636,208
N/AN/AFirst Lien Mortgages——2,135
Subtotal mortgage lines of credit33,82633,82638,343
Commercial Lines:
N/AN/AMortgage Related Assets——20,000
Total other financing lines of credit$1,604,860$918,247$928,479

(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, 2024. The lines of credit with no capacity are terminated as of December 31, 2024.

(2)These lines of credit are tied to the maturity date of the underlying mortgage related assets that have been pledged as collateral.

As of December 31, 2024 and December 31, 2023, the weighted average interest rate on outstanding financing lines of credit of the Company was 7.14% and 6.90%, 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, 2024, the Company was in compliance with its financial covenants related to required liquidity reserves, debt service coverage ratio, and tangible net worth amounts. With respect to one of its lines of credit, the Company obtained a fourth quarter profitability financial covenant waiver effective as of December 31, 2024 in order to avoid breaching the covenant.

The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

The maximum allowable distributions available to the Company are based on the most restrictive financial covenant ratios and are presented in the tables below (in thousands, except for ratios):

Financial CovenantsRequirementDecember 31, 2024Maximum Allowable Distribution
FAR
Adjusted Tangible Net Worth$250,000$501,883$251,883
Liquidity40,12945,5125,383
Leverage Ratio6:12.7:1276,823
FAH
Adjusted Tangible Net Worth$200,000$502,744$302,744
Liquidity40,00047,7947,794
Leverage Ratio10:12.9:1355,886
Financial CovenantsRequirementDecember 31, 2023Maximum Allowable Distribution
FAM
Adjusted Tangible Net Worth$10,000$15,264$5,264
Liquidity1,0002,2541,254
FAR
Adjusted Tangible Net Worth$250,000$447,571$197,571
Liquidity40,00041,6561,656
Leverage Ratio6:13.0:1223,460
FAH
Adjusted Tangible Net Worth$220,000$446,321$226,321
Liquidity40,00045,2825,282
Leverage Ratio10:13.3:1297,445
  1. Payables and Other Liabilities

Payables and other liabilities related to continuing operations consisted of the following (in thousands):

December 31, 2024December 31, 2023
Accrued and other liabilities$63,898$94,468
Lease liabilities (Note 16 - Leases)28,47431,250
Deferred purchase price liabilities(1)18,35412,780
Ginnie Mae reverse mortgage buyout payable14,00567,991
Accrued compensation expense13,22213,080
Total payables and other liabilities$137,953$219,569

(1) As of December 31, 2024 and December 31, 2023, the Company had deferred purchase price liabilities of $15.0 million and $8.1 million, respectively, related to the closing of the AAG Transaction. Refer to Note 3 - Acquisitions for additional detail.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Leases

The table below summarizes the Company’s operating lease portfolio related to continuing operations (dollars in thousands).

December 31, 2024December 31, 2023
ROU assets$20,533$23,399
Lease liabilities28,47431,250
Weighted average remaining lease term (in years)7.918.54
Weighted average discount rate6.41%6.46%

During 2024 and 2023, the Company’s restructuring of the business and certain operating losses triggered impairment analyses and the Company recognized impairment charges of $0.4 million and $1.1 million for the ROU asset in the years ended December 31, 2024 and 2023, respectively.

The table below summarizes the Company’s net operating lease cost related to continuing operations (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Operating lease cost$6,084$6,777
Short-term lease cost171607
Total operating and short-term lease cost6,2557,384
Variable lease cost649694
Sublease income(2,150)(546)
Net lease cost$4,754$7,532

The table below summarizes other information related to the Company’s operating leases in continuing operations (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5,796$6,297
Leased assets obtained in exchange for new operating lease liabilities1,322388

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, 2024 (in thousands):

Year Ending December 31,Amount
2025$5,312
20265,149
20274,814
20283,505
20293,278
Thereafter14,863
Total undiscounted lease payments36,921
Less: Amounts representing interest(8,447)
Total lease liabilities$28,474

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Notes Payable, Net

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, (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 Gain on extinguishment of debt 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.

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.

The Senior Secured Notes bear interest at a rate of 7.875% per year until the first anniversary of the Issue Date and 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 will pay interest semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.

FOAF is required to partially prepay in cash, by means of a redemption, a portion of the outstanding principal amount of the Senior Secured Notes on November 15, 2025 in an amount equal to $0.23 per $1.00 principal amount of Senior Secured Notes outstanding.

After thetwo Revolving Working Capital Promissory Note Agreements (the “Working Capital Promissory Notes”) are paid off and terminated (refer to Note 27 - Related Party Transactions for additional detail), FOAF will be 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 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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, 2024.

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, 2024.

Collateral for the Secured Notes

Prior to the pay off and termination of FOA Equity’s Working Capital Promissory Notes, the Secured Notes will be secured, on a pari passu basis pursuant to the Pledge and Security Agreement (as defined below), and subject 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 relative rights among the holders of the Senior Secured Notes and the Exchangeable Secured Notes) (the “Collateral Trust Agreement”), and on a junior basis to the Working Capital Promissory Notes, subject to a junior lien intercreditor agreement among the grantors party thereto, the Collateral Trustee, the administrative agent for the Working Capital Promissory Notes, and the other parties named therein (which governs the relative rights among the holders of the Working Capital Promissory Notes and the Secured Notes), by a second priority lien granted by the grantors in the Initial Collateral (as defined below). From and after the pay off and termination of the Working Capital Promissory Notes, the Secured Notes will be secured on a pari passu basis, pursuant to the Collateral Trust Agreement, by a first priority lien granted by the grantors in the Permanent Collateral (as defined below). The Initial Collateral includes, subject to permitted liens, (i) substantially all of the unencumbered assets owned by FOA Equity and each of the Guarantors (except for FAR and FAM) (collectively, the “All Assets Collateral”), including pledges of the equity interests of each Guarantor and 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 loan asset-backed securitizations (the “Pledged Risk Retention Securities”), (ii) pledges of the equity interests of the directly owned subsidiaries of FAR and FAM, subject to certain exceptions

Finance of America Companies Inc.Notes to Consolidated Financial Statements

(together with the All Assets Collateral, the “Initial Collateral”), and (iii) certain other residual proceeds of FAR. The Permanent Collateral includes, subject to permitted liens, the Pledged Risk Retention Securities and the equity interests in certain subsidiaries of FOA Equity (the “Permanent Collateral” and together with the Initial Collateral, the “Collateral”).

FOAF and the Guarantors, as applicable, are required to enter into certain deposit account and securities account control agreements with respect to the Collateral, including under certain circumstances and threshold amounts with respect to unrestricted cash, subject to certain permitted uses.

On the Issue Date, 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.

2025 Unsecured Notes

The 2025 Unsecured Notes bear interest at a rate of 7.875% per year, payable semi-annually in arrears on May 15 and November 15. As of December 31, 2024 and December 31, 2023, the effective interest rate for our 2025 Unsecured Notes was 7.7% and 7.8%, respectively.

The Company also has related party working capital promissory notes, which are further discussed in Note 27 - Related Party Transactions.

Notes payable, net, consisted of the following (in thousands):

Description · Maturity Date · Interest Rate · December 31, 2024 · December 31, 2023
Senior Secured NotesNovember 2026(1)7.875%$195,784$—
Exchangeable Secured NotesNovember 202910.000%146,793—
Working Capital NotesMay 202515.000%85,00059,130
2025 Unsecured NotesNovember 20257.875%7,378350,000
Fair value adjustment, net of amortization(2)—1,781
Unamortized debt discount and issuance costs(3)(60,444)—
Total notes payable, net$374,511$410,911

(1)At the election of the Company, the maturity date may be extended to November 2027, as discussed in the Senior Secured Notes section above.

(2)In conjunction with a previous business combination, the Company was required to adjust the liabilities assumed to fair value, resulting in a premium on the 2025 Unsecured Notes and the elimination of the previously recognized debt issuance costs.

(3)In conjunction with the exchange of the 2025 Unsecured Notes and Secured Notes, the Company initially recorded the Secured Notes at fair value, which resulted in a debt discount of $56.2 million. As of December 31, 2024, the Senior Secured Notes and Exchangeable Secured Notes, respectively, had $39.7 million and $20.7 million of unamortized debt discount and issuance costs.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Non-funding interest expense consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Senior secured notes
Contractually stated$2,543$—
Amortization of debt discount and issuance costs2,360—
Total senior secured notes4,903—
Exchangeable secured notes
Contractually stated2,231—
Amortization of debt discount and issuance costs639—
Total exchangeable secured notes2,870—
Unsecured notes22,31926,731
Working capital notes11,3194,158
Non-funding interest expense$41,411$30,889

As of December 31, 2024, the effective interest rate for our Senior Secured Notes and Exchangeable Secured Notes was 19.1% and 13.7%, respectively, which includes amortization of debt discount and issuance costs.

As of December 31, 2024, the maturities of notes payable are as follows (in thousands):

Year Ending December 31,Amount
2025$137,408
2026150,754(1)
2027—
2028—
2029146,793
Less unamortized debt discount and issuance costs(60,444)
Total notes payable, net$374,511

(1)At the election of the Company, the maturity date may be extended to November 2027 as discussed in the Senior Secured Notes section above.

  1. 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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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 inthree representative lawsuits alleging violations of the California Labor Code and brought pursuant to the California Private Attorneys General Act (“PAGA”). The cases have been coordinated. On November 4, 2022, the court ordered that each of the plaintiffs’ individual PAGA claims must be arbitrated and that their representative PAGA claims will be stayed pending a ruling by the California Supreme Court in the third-party case Adolph v. Uber Technologies, Inc. On July 17, 2023, the California Supreme Court issued its decision in Adolph, ruling that an order compelling arbitration of individual claims does not strip the plaintiff of standing to litigate the representative portion of the PAGA claim. The Company has settledtwo of thethree individual arbitration claims for a de minimis amount and is in different stages of the remaining individual arbitration claim and the representative PAGA claims. Generally, the representative PAGA claims remain stayed until the individual claims are resolved. 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 these matters cannot be presently determined, and a range of possible losses cannot be reasonably estimated. Although the actions are being vigorously defended, the Company could, in the future, incur judgments or enter into settlements of claims 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 $2.0 million and $3.5 million for the years ended December 31, 2024 and 2023, respectively. These expenses are included in General and administrative expenses in the Consolidated Statements of Operations.

  1. 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 $4.5 billion as of both December 31, 2024 and December 31, 2023. This additional borrowing capacity is primarily in the form of undrawn lines of credit.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

The Company also has commitments to purchase loans totaling $1.7 million as of December 31, 2024, compared to $4.7 million as of December 31, 2023.

Mandatory Repurchase Obligation

The Company is required to repurchase reverse loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM 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 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 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 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.

  1. Equity-Based Compensation

Restricted Stock Units

Pursuant to the terms of the 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, the 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.

Additionally, pursuant to the terms of the 2021 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 to FOA. There are 1,198,726 shares authorized and available for award as of December 31, 2024.

Each type of RSU is classified as equity and FOA accounts for the RSUs following the fair value method. Each type of RSU’s fair value is fixed on the grant date and not remeasured unless the award is subsequently modified.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Replacement RSUs

Pursuant to the terms of the A&R MLTIP executed on October 28, 2020, 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.

Earnout Right RSUs

In addition to the Replacement RSUs, participants in the A&R MLTIP are entitled to receive additional Earnout Right RSUs depending on whether the Company achieves certain market-based conditions. 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.

Earnout Right RSUs have the same service-based vesting conditions listed above for the Replacement RSUs along with 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.

Non-LTIP RSUs

Pursuant to the terms of the 2021 Omnibus Incentive Plan and the form of Restricted Stock Unit Award Agreement adopted on November 18, 2021, 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.

On January 1, 2022, FOA opened an initial offering period for our Employee Stock Purchase Plan (the “ESPP”) for the benefit of Company 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 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 the participant’s Base Earnings (as defined in the ESPP) or $50,000 per participant in any calendar year. The ESPP includes a matching component pursuant to which participating employees will be eligible to receive a grant of restricted stock units (“Match RSUs”) pursuant to and in accordance with the Company’s 2021 Omnibus Incentive Plan. The number of Match RSUs to be granted to participants with respect to each offering period will equal 20% of the shares purchased by participants under the ESPP with respect to such offering period.

A summary of each classification of RSU activity is presented below:

Grant Date Fair Value
Replacement RSUsNumber of Units UnvestedNumber of Units VestedTotal Number of UnitsWeighted Average Price Per UnitTotal Fair Value (in thousands)
Outstanding, December 31, 2023112,48920,640133,129$94.80$12,620
Vested(109,048)109,048———
Forfeited(3,441)—(3,441)94.80(326)
Settled—(129,688)(129,688)94.80(12,294)
Outstanding, December 31, 2024———$—$—

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Equity-based compensation expense for the Replacement RSUs was $2.7 million and $18.9 million for the years ended December 31, 2024 and 2023, respectively. As of April 1, 2024, there is no further compensation expense associated with the Replacement RSUs.

Grant Date Fair Value
Earnout Right RSUsNumber of Units UnvestedNumber of Units VestedTotal Number of UnitsWeighted Average Price Per UnitTotal Fair Value (in thousands)
Outstanding, December 31, 2023146,160—146,160$89.05$13,016
Forfeited(360)—(360)89.05(32)
Outstanding, December 31, 2024145,800—145,800$89.05$12,984

Equity-based compensation expense for the Earnout Right RSUs was $0.1 million and $0.8 million for the years ended December 31, 2024 and 2023, respectively. As of April 1, 2024, there is no further compensation expense associated with the Earnout Right RSUs.

Grant Date Fair Value
Non-LTIP RSUsNumber of Units UnvestedNumber of Units VestedTotal Number of UnitsWeighted Average Price Per UnitTotal Fair Value (in thousands)
Outstanding, December 31, 2023818,37813,185831,563$14.89$12,381
Granted929,946—929,9467.396,869
Vested(317,129)317,129———
Forfeited(132,318)—(132,318)11.43(1,512)
Settled—(330,314)(330,314)11.55(3,816)
Outstanding, December 31, 20241,298,877—1,298,877$10.72$13,922

Equity-based compensation expense for the Non-LTIP RSUs was $5.7 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively. Unrecognized equity-based compensation expense for the Non-LTIP RSUs totaled $8.0 million as of December 31, 2024 and is expected to be recognized over 1.8 years.

Options

On November 7, 2024, pursuant to the terms of the 2021 Omnibus Incentive Plan, the Company granted options to certain officers of the Company. The options vest on the second anniversary from the date of grant, subject to the officer’s continued employment on the vesting date. The options are exercisable for a period of five years from the date of grant on a one-for-one basis for Class A LLC Units of FOA Equity, which are exchangeable for shares of Class A Common Stock of the Company on a one-for-one basis.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

A summary of the option award activity is presented below:

Number of Options · Weighted Average Exercise Price · Weighted Average Remaining Contractual Term (in years) · Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023—$——$—
Granted720,00025.00
Outstanding, December 31, 2024720,000$25.004.8$2,246

The weighted average grant date fair value of the options granted during the year ended December 31, 2024 was$7.30 per option.

Equity-based compensation expense for the options was $0.4 million for the year ended December 31, 2024. Unrecognized equity-based compensation expense for the options totaled $4.9 million as of December 31, 2024 and is expected to be recognized over 1.8 years.

The Company estimates the fair value of the options at the date of grant using the Black-Scholes option pricing model based on the following inputs:

Expected volatility75.0%
Expected dividend yield0.0%
Risk-free interest rate4.2%
Expected term (in years)5.0

Expected volatility - This measure is based on the historical volatility of the Company’s common stock price.

Expected dividend yield - The Company estimates the expected dividend yield to be zero as the Company does not currently expect to pay dividends on its common stock for the foreseeable future.

Risk-free interest rate - This rate is 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 are expected to remain outstanding.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Interest Income and Interest Expense

Interest income and interest expense from continuing operations consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Interest income:
Interest income on mortgage loans(1)$1,890,700$1,617,954
Other interest income14,51410,923
Total portfolio interest income1,905,2141,628,877
Interest expense:
Interest expense on HMBS and nonrecourse obligations(1)(1,559,341)(1,273,159)
Interest expense on other financing lines of credit(77,945)(87,839)
Total portfolio interest expense(1,637,286)(1,360,998)
Net portfolio interest income267,928267,879
Non-portfolio interest income1,9131,270
Non-funding interest expense (Note 17 - Notes Payable, Net)(41,411)(30,889)
Non-funding interest expense, net(39,498)(29,619)
Net interest income$228,430$238,260

(1) Amounts include interest income and expense on all loans held for investment, subject to HMBS related obligations, loans held for investment, subject to nonrecourse debt, other loans held for investment, HMBS related obligations, and nonrecourse debt.

  1. General and Administrative Expenses

General and administrative expenses related to continuing operations consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Communications and data processing$22,745$32,947
Professional and consulting fees20,48024,790
Occupancy, equipment rentals, and other office related expenses4,9048,743
Other expenses11,33315,724
Total general and administrative expenses$59,462$82,204
  1. Income Taxes

The provision (benefit) for income taxes related to continuing operations consisted of the following (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Current expense (benefit)
Federal$(13)$85
Deferred expense (benefit)
Federal2,010(508)
State401(170)
Subtotal2,411(678)
Provision (benefit) for income taxes$2,398$(593)

Finance of America Companies Inc.Notes to Consolidated Financial Statements

The following table presents a reconciliation of the applicable statutory U.S. federal income tax rate to the effective tax rate (dollars in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Tax provision (benefit) at federal statutory rate$8,991$(35,037)
Effect of:
Noncontrolling interest(4,373)21,834
Permanent differences5131,036
State taxes401(225)
Valuation allowance(2,458)13,042
Other tax adjustments(676)(1,243)
Provision (benefit) for income taxes$2,398$(593)
Effective tax rate5.60%0.36%

The effective tax rate is calculated by dividing the provision (benefit) for income taxes by net income (loss) from continuing operations before income taxes. The Company’s effective tax rate on continuing operationsfor the year ended December 31, 2024 differs from the U.S. federal statutory rate primarily due to income attributable to noncontrolling interests, state statutory income tax rates, and the impact of discrete tax items, which includes a $2.5 million benefit associated with a valuation allowance previously recorded against deferred tax assets, including NOL carryforwards and other deferred tax assets.

The Company’s effective tax rate on continuing operations for the year ended December 31, 2023 differs from the U.S. federal statutory rate primarily due to income attributable to noncontrolling interests, state statutory income tax rates, and the impact of discrete tax items, which includes a $13.0 million charge associated with the recording of a valuation allowance 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.

In 2023, there were certain FOA Equity wholly-owned corporate subsidiaries that were regarded entities for tax purposes and subject to U.S. federal, state, and local taxes on income they generated. As such, the consolidated tax provision of FOA included corporate taxes that it incurred based on its flow-through income from FOA Equity, as well as corporate taxes that were incurred by its regarded subsidiaries.

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 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):

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024December 31, 2023
Deferred tax assets
Loss carryforwards$41,410$37,272
Research and development tax credits1,4821,446
Earnout awards5,0255,099
TRA8361,161
Other177316
Gross deferred tax assets48,93045,294
Valuation allowance(38,454)(42,365)
Deferred tax assets, net of valuation allowance10,4762,929
Deferred tax liabilities
Investment in FOA Equity13,0953,137
Gross deferred tax liabilities13,0953,137
Net deferred tax liability$(2,619)$(208)

The federal and state NOL carryforwards amount to $164.1 million and$145.6 millionat December 31, 2024 and December 31, 2023, respectively. It is expected that these NOL’s 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, 2024, due to current year operating results and forecasted taxable income or losses, management has maintained their assessment that the existing taxable temporary differences that will reverse through the course of ordinary business will not more-likely-than-not generate sufficient taxable income to utilize the current attributes. Therefore, a valuation allowance for the deferred tax asset in excess of deferred tax liabilities has been maintained. Management also 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$3.9 million and$17.7 million for the years ended December 31, 2024 and 2023, respectively. Furthermore, $1.2 million and $3.3 million of decreases in the valuation allowance associated with transactions with noncontrolling interests in the years ended December 31, 2024 and 2023, respectively, are 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, 2020 or prior.

The Company’s unrecognized tax benefits, excluding related interest and penalties, were (in thousands):

For the year ended December 31, 2024For the year ended December 31, 2023
Unrecognized tax benefits—beginning of period$421$307
Increases on tax positions related to the current period47114
Decreases on tax positions related to prior periods(31)—
Unrecognized tax benefits—end of period$437$421

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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Business Segment Reporting

The following tables are a presentation of financial information by segment (in thousands):

For the year ended December 31, 2024
Retirement SolutionsPortfolio ManagementTotal Reportable SegmentsCorporate and OtherEliminationsTotal
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—267,928267,928——267,928
Other income (expense)
Net origination gains179,837—179,837——179,837
Gain on securitization of HECM tails, net—45,53545,535——45,535
Fair value changes from model amortization—(201,101)(201,101)——(201,101)
Fair value changes from market inputs or model assumptions—55,92455,924——55,924
Net fair value changes on loans and related obligations179,837(99,642)80,195——80,195
Fee income26,5533,18329,736—(492)29,244
Gain (loss) on sale and other income from loans held for sale, net(76)378302——302
Non-funding interest expense, net———(39,498)—(39,498)
Net other income (expense)206,314(96,081)110,233(39,498)(492)70,243
Total revenues206,314171,847378,161(39,498)(492)338,171
Expenses
Salaries, benefits, and related expenses83,44815,51398,96139,399—138,360
Loan production and portfolio related expenses7,88728,31836,205——36,205
Loan servicing expenses—31,32331,323——31,323
Marketing and advertising expenses39,3374139,37851—39,429
Depreciation and amortization37,7517737,8281,119—38,947
General and administrative expenses26,52112,17738,69821,256(492)59,462
Total expenses194,94487,449282,39361,825(492)343,726
Impairment of other assets(291)—(291)(600)—(891)
Gain on extinguishment of debt———56,193—56,193
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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

For the year ended December 31, 2023
Retirement SolutionsPortfolio ManagementTotal Reportable SegmentsCorporate and OtherEliminationsTotal
Portfolio interest income
Interest income$—$1,628,877$1,628,877$—$—$1,628,877
Interest expense—(1,360,998)(1,360,998)——(1,360,998)
Net portfolio interest income—267,879267,879——267,879
Other income (expense)
Net origination gains121,646—121,646——121,646
Gain on securitization of HECM tails, net—25,58325,583——25,583
Fair value changes from model amortization—(228,391)(228,391)——(228,391)
Fair value changes from market inputs or model assumptions—58,69658,696——58,696
Net fair value changes on loans and related obligations121,646(144,112)(22,466)——(22,466)
Fee income33,16710,28343,4508,125(8,125)43,450
Loss on sale and other income from loans held for sale, net(6,303)(18,691)(24,994)——(24,994)
Non-funding interest expense, net———(29,619)—(29,619)
Net other income (expense)148,510(152,520)(4,010)(21,494)(8,125)(33,629)
Total revenues148,510115,359263,869(21,494)(8,125)234,250
Expenses
Salaries, benefits, and related expenses96,57419,874116,44861,871—178,319
Loan production and portfolio related expenses9,55516,93526,490——26,490
Loan servicing expenses—30,72930,729——30,729
Marketing and advertising expenses31,6682431,692204—31,896
Depreciation and amortization40,57110740,6781,691—42,369
General and administrative expenses30,46816,35446,82243,507(8,125)82,204
Total expenses208,83684,023292,859107,273(8,125)392,007
Impairment of intangibles and other assets—(6,400)(6,400)(2,896)—(9,296)
Other, net75—75136—211
Net income (loss) before taxes$(60,251)$24,936$(35,315)$(131,527)$—$(166,842)
Total assets$276,605$26,773,101$27,049,706$1,521,058$(1,469,895)$27,100,869

The Company has identifiedtwo reportable segments: Retirement Solutions and Portfolio Management. The 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 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

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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.

The Company sold the operational assets of its home improvement lending business and substantially completed the process of winding down the operations of the home improvement lending business as of March 31, 2024. For reporting purposes, the previous operations of the home improvement lending business are reported as part of the Company’s Retirement Solutions segment rather than as discontinued operations as the wind-down of the home improvement lending business was not considered by the Company to be a strategic shift that has had or will have a major effect on our operations and financial results.

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 by our Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer, allows 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.

  1. 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 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 not less than 6%.

As of December 31, 2024, 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 $182.4 million as of December 31, 2024. FAR’s actual net worth calculated based on Ginnie Mae guidance was $493.4 million as of December 31, 2024. The minimum liquidity required of FAR by Ginnie Mae was $36.5 million as of December 31, 2024. FAR’s actual cash and cash equivalents were $45.5 million as of December 31, 2024. 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 securitizations as well as its HECM buyout and non-agency reverse mortgage 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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, 2024, 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. 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 equal to $250 thousand. As of December 31, 2024, 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.

FAM

In connection with the discontinued operations of the Company’s previously reported Mortgage Originations segment, FAM has surrendered all its GSE/agency mortgage origination licenses and approvals as of June 30, 2024 and is therefore no longer subject to the GSE/agency compliance requirements that were applicable to FAM prior to the surrender of its licenses and approvals.

  1. Concentrations of Risk

The Company’s activities are subject to significant risks and uncertainties, including the ability of management to adequately develop its service lines, acquire adequate customer and revenue bases, and 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, 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 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. 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; to the extent the program requires Congressional appropriations in future years, which are not forthcoming, the program could be jeopardized; and/or, consumer demand could be reduced if FHA actions result in a reduction of initial principal limit available to borrowers.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

FAR also originates non-agency reverse mortgages. Non-agency reverse mortgage loans are not insured by the FHA.

FAR depends on its ability to securitize reverse mortgages, 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 $1.0 billion and $1.1 billion of HECM for the years ended December 31, 2024 and 2023, respectively. The Company sold to or securitized with private investors $1.1 billion of reverse mortgage loans foreach of the years ended December 31, 2024 and 2023.

For the year ended December 31, 2024, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 90.7% non-agency reverse mortgage loans and 9.3% HECM buyouts. For the year ended December 31, 2023, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 87.3% non-agency reverse mortgage loans and 12.7% HECM buyouts.

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 table below provides the percentage of all reverse 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, 2024December 31, 2023
California44%43%
Florida6%6%
New York5%6%
Texas5%5%
Colorado5%4%
Other35%36%
Total100%100%

A significant portion of the Company’s non-agency reverse mortgages 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, 2024December 31, 2023
California74%75%
Other26%25%
Total100%100%

The following table provides 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, 2024December 31, 2023
Agency68%70%
Non-agency32%30%
Total100%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 table below provides 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

December 31, 2024December 31, 2023
New York23%22%
Texas10%9%
California9%9%
Florida7%6%
Puerto Rico6%12%
Pennsylvania5%4%
Other40%38%
Total100%100%
  1. Related Party Transactions

The Company hastwo Working Capital Promissory Notes outstanding with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC, which are deemed affiliates of the Company. Amounts under the Working Capital Promissory Notes may be re-borrowed and repaid from time to time until the related maturity date. The Working Capital Promissory Notes accrue interest monthly at a rate of 15.0%per annum and mature in May 2025. These notes had outstanding amounts of $85.0 million and $59.1 million as of December 31, 2024 and December 31, 2023, respectively, recorded within Notes payable, net, in the Consolidated Statements of Financial Condition. Additionally, the Company paid$11.7 million and $2.3 millionof interest related to the Working Capital Promissory Notes for theyears ended December 31, 2024 and 2023, respectively.

Secured Notes and 2025 Unsecured Notes

In November 2020, Libman Family Holdings, LLC, 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 on extinguishment for the notes exchanged with Libman Family Holdings, LLC, which is included in Gain on extinguishment of debt in the Consolidated Statements of Operations.

The Company had $77.3 million of Secured Notes and 2025 Unsecured Notes due to Libman Family Holdings, LLC, as of both December 31, 2024 and December 31, 2023, recorded within Notes payable, net, in the Consolidated Statements of Financial Condition. Additionally, the Company paid$6.7 million and$6.1 million of interest to the related party for the Secured Notes and 2025 Unsecured Notes for theyears ended December 31, 2024 and 2023, respectively. Refer to Note 17 - Notes Payable, Net, for additional information.

Equity Investment

On December 6, 2022, the Company entered into separate Stock Purchase Agreements (each, a “Stock Purchase Agreement”) with each of (i) 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”) and (ii) Libman Family Holdings, LLC (the “BL Investor” and together with the Blackstone Investor, the “Investors”). Pursuant to each such Investor’s respective Stock Purchase Agreement, on the terms and subject to the conditions set forth therein, each of the Investors will purchase 1,086,956 shares of Company Class A Common Stock for an aggregate purchase price of $15.0 million, representing a price per share of Company Class A Common Stock equal to the VWAP per share of Company Class A Common Stock on the New York Stock Exchange over thefifteen consecutive trading days ending on December 6, 2022. On March 31, 2023, in conjunction with the closing of the AAG Transaction, the 2,173,912 shares of Company Class A Common Stock were issued to the Investors for $30.0 million.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

  1. Condensed Financial Information of Registrant
Finance of America Companies Inc.
(Parent Company Only)
Condensed Statements of Financial Condition
(in thousands, except share data)
December 31, 2024December 31, 2023
ASSETS
Investment in subsidiaries$262,137$238,372
TOTAL ASSETS$262,137$238,372
LIABILITIES AND EQUITY
Payables and other liabilities$6,652$5,895
TOTAL LIABILITIES6,6525,895
EQUITY
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 10,360,299 and 10,059,924 shares issued, respectively, and 9,934,449 and 9,634,074 shares outstanding, respectively11
Additional paid-in capital954,469946,938
Accumulated deficit(698,895)(714,383)
Accumulated other comprehensive loss(90)(79)
TOTAL EQUITY255,485232,477
TOTAL LIABILITIES AND EQUITY$262,137$238,372
Finance of America Companies Inc.
(Parent Company Only)
Condensed Statements of Operations and Comprehensive Loss
(in thousands)
For the year ended December 31, 2024For the year ended December 31, 2023
OTHER, NET$1,654$(788)
NET INCOME (LOSS) BEFORE INCOME TAXES1,654(788)
Provision (benefit) for income taxes applicable to parent2,411(677)
NET LOSS(757)(111)
Equity (deficit) in undistributed income (loss) from subsidiaries16,245(79,977)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST15,488(80,088)
Other comprehensive income (loss)(11)9
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$15,477$(80,079)

As disclosed in Note 1 - Organization and Description of Business, FOA is a holding company and has a controlling interest in FOA Equity. FOA did not have any cash as of December 31, 2024 or December 31, 2023. 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 of FOA presented above. Changes in these balances are

Finance of America Companies Inc.Notes to Consolidated Financial Statements

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 FOA.

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 FOA 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 from the Company’s consolidated subsidiaries during the years ended December 31, 2024 and 2023.

  1. 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):

For the year ended December 31, 2024For the year ended December 31, 2023
Basic earnings (loss) per share:
Numerator
Net income (loss) from continuing operations$40,418$(166,249)
Less: Income (loss) from continuing operations attributable to noncontrolling interest(1)22,922(104,962)
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - basic$17,496$(61,287)
Net loss from discontinued operations$(4,727)$(51,909)
Less: Loss from discontinued operations attributable to noncontrolling interest(1)(2,719)(33,108)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic$(2,008)$(18,801)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic9,850,9038,197,753
Basic earnings (loss) per share
Continuing operations$1.78$(7.48)
Discontinued operations(0.21)(2.29)
Basic earnings (loss) per share$1.57$(9.77)

(1) The Class A LLC Units of FOA Equity, held by the Continuing Unitholders and AAG/Bloom (collectively “Equity Capital Unitholders”), which comprise the noncontrolling interest in the Company, represents a participating security. 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 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.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Net income (loss) attributable to noncontrolling interest includes an allocation of expense related to the A&R MLTIP subject to special allocation terms per the Amended and Restated Limited Liability Company Agreement (“A&R LLC Agreement”). Refer to Note 20 - Equity-Based Compensation for additional information.

For the year ended December 31, 2024For the year ended December 31, 2023
Diluted earnings (loss) per share:
Numerator
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - basic$17,496$(61,287)
Reallocation of net income (loss) from continuing operations assuming exchange of Class A LLC Units(1)14,260—
Exchangeable Secured Notes interest expense, net(2)——
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - diluted$31,756$(61,287)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic$(2,008)$(18,801)
Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1)(2,033)—
Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted$(4,041)$(18,801)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic9,850,9038,197,753
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(3)13,336,437—
Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2)——
Additional dilutive shares under the treasury stock method(4)218,893—
Weighted average shares of Class A Common Stock outstanding - diluted(5)23,406,2338,197,753
Diluted earnings (loss) per share
Continuing operations$1.36$(7.48)
Discontinued operations(0.18)(2.29)
Diluted earnings (loss) per share$1.18$(9.77)

(1)For the year ended December 31, 2024, this adjustment assumes the reallocation of noncontrolling interest income (loss), on an after-tax basis, due to the assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock in FOA as of the beginning of the period following the if-converted method for calculating diluted earnings (loss) per share. For the year ended December 31, 2023, the effect of the elimination of the noncontrolling interest due to the assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock in FOA was determined to be anti-dilutive under the if-converted method. As such, the effect has been excluded from the calculation of diluted loss per share.

Following the terms of the A&R LLC Agreement, the Class A LLC unitholders bear approximately 85% of the cost of any vesting associated with the Replacement RSUs and Earnout Right RSUs prior to any distribution by the Company to such Class A LLC unitholders. The remaining compensation cost associated with the Replacement RSUs and Earnout Right RSUs was borne by FOA. As a result of the application of the if-converted method in arriving at diluted earnings (loss) per share, the entirety of the compensation cost associated with vesting of the Replacement RSUs and Earnout Right RSUs is assumed to be included in the net income (loss) attributable to holders of the Company’s Class A Common Stock. As of April 1, 2024, there is no further compensation cost associated with the Replacement RSUs and Earnout Right RSUs.

(2)As the Exchangeable Secured Notes are considered participating securities, the Company calculates diluted earnings per share for the assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock in FOA using the more dilutive of either the if-converted method or the two-class method.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

Interest expense for the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, is added back to the continuing operations numerator in calculating diluted earnings per share, if dilutive.

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 in the diluted earnings per share calculation assumes that all of the Exchangeable Secured Notes were converted into Class A Common Stock in FOA on the date of issuance of the Exchangeable Secured Notes.

The Company had 904,239 potentially dilutive shares from the Exchangeable Secured Notes for the year ended December 31, 2024. The potentially dilutive shares from the Exchangeable Secured Notes were determined to be anti-dilutive for the year ended December 31, 2024 and have been excluded from the computation of diluted earnings per share. As such, the $2.1 million of interest expense for 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. Refer to Note 17 - Notes Payable, Net, for additional information.

(3) 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 in FOA. For the year ended December 31, 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 units on aone-for-one basis for shares of Class A Common Stock in FOA. The 13,707,372 weighted average Class A LLC Units outstanding for the year ended December 31, 2023 were determined to be anti-dilutive under the if-converted method and have been excluded from the computation of diluted loss per share.

(4)The Company had 218,893 potentially dilutive shares, under the treasury stock method, from RSUs for the year ended December 31, 2024, and 108,841 potentially dilutive shares, under the treasury stock method, from RSUs for the year ended December 31, 2023. The potentially dilutive shares from RSUs were determined to be anti-dilutive for the year ended December 31, 2023 and have been excluded from the computation of diluted loss per share.

The Company hadno potentially dilutive shares, under the treasury stock method, from forward sale share contracts for the year ended December 31, 2024, and 52,377 potentially dilutive shares, under the treasury stock method, from forward sale share contracts for the year ended December 31, 2023. The potentially dilutive shares from forward sale share contracts were determined to be anti-dilutive for the year ended December 31, 2023 and have been excluded from the computation of diluted loss per share.

(5) As part of the AAG Transaction, there aretwo forms of contingently issuable Class A LLC Units:705,841 Units that are equity classified and indemnity holdback units totaling up to 714,226 Units that are liability classified. Refer to Note 3 - Acquisitions for additional information.

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 relating to the AAG Transaction. The diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes the Class A LLC Units held by AAG/Bloom exchanged their units on aone-for-one basis for shares of Class A Common Stock in FOA at the beginning of the reporting period.

In accordance with ASC 260, Earnings Per Share, the indemnity holdback units are not included in the diluted weighted average shares outstanding of Class A Common Stock for the years ended December 31, 2024 and 2023.

  1. Equity

Class A Common Stock

As of December 31, 2024, there were 10,360,299 shares of Class A Common Stock issued, consisting of 9,934,449 shares issued and outstanding and 425,850 unvested shares that are subject to vesting and forfeiture. The 425,850 unvested shares of Class A Common Stock relate to the Sponsor Earnout. 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 9,934,449 issued and 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 restricted stock unit awards granted by the Company.

Finance of America Companies Inc.Notes to Consolidated Financial Statements

During the years ended December 31, 2024 and 2023, in connection with FOA’s settlement of restricted stock units into shares of Class A Common Stock and pursuant to the A&R MLTIP, these equity holders delivered 18,739 and 47,571 shares, respectively, of Class A Common Stock and 110,949 and 281,637 Class A LLC Units, respectively, 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. During the years ended December 31, 2024 and 2023, the Company elected to retire 141,093 and 169,238 shares, respectively, offsetting RSUs withheld to fund employee payroll taxes and instead funded those taxes with operating cash. The potential future settlement of the Earnout Right RSUs outstanding as of December 31, 2024 (see Note 20 - Equity-Based Compensation) 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 pursuant to the A&R MLTIP.

Pursuant to the Exchange Agreement, which AAG/Bloom became a party to on March 31, 2023, 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, 2024 and 2023, 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 holders delivered 205 and 835,911 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, 2024, there are 15 shares of Class B Common Stock outstanding, all holders of which are Class A LLC Unit holders. 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. In consideration for the assets acquired on March 31, 2023, the Company issued to the Sellerone share of Class B Common Stock (see Note 3 - Acquisitions).

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 accounted for as permanent equity in the Consolidated Statements of Financial Condition. As of December 31, 2024, there were 23,826,217 Class A LLC Units outstanding. Of the 23,826,217 Class A LLC Units outstanding,9,934,449 are held by the Class A Common Stock shareholders and 13,891,768 are held by the noncontrolling interest of the Company.

Of the 1,969,299 Class A LLC Units issued to AAG/Bloom in consideration for the assets acquired on March 31, 2023, AAG/Bloom delivered 800,000 Class A LLC Units to the Company in exchange for the same number of shares of Class A Common Stock during the year ended December 31, 2023. 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 relating to the AAG Transaction. Additionally, AAG/Bloom is entitled to 714,226 contingently issuable Class A LLC Units that are liability classified. Refer to Note 3 - Acquisitions for additional information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.