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Finance of America Companies Inc.

For the period ended Mar 31, 2025. Filed May 20, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 20, 2025

FOA$11.65-7.9%Stored close · as of Nov 10, 2026

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Item 1. Finance of America Companies Inc.Condensed Consolidated Statements of Financial Condition(in thousands, except share data)

March 31, 2025December 31, 2024
(unaudited)
ASSETS
Cash and cash equivalents$52,016$47,383
Restricted cash199,836254,585
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities (“HMBS”) related obligations, at fair value18,809,02318,669,962
Loans held for investment, subject to nonrecourse debt, at fair value9,630,1509,288,403
Loans held for investment, at fair value634,104520,103
Intangible assets, net207,506216,342
Other assets, net154,285157,261
Assets of discontinued operations1,9362,451
TOTAL ASSETS$29,688,856$29,156,490
LIABILITIES AND EQUITY
HMBS related obligations, at fair value$18,590,357$18,444,370
Nonrecourse debt, at fair value9,163,3998,954,068
Other financing lines of credit1,008,894918,247
Notes payable, net (includes amounts due to related parties of $162,283 as of both March 31, 2025 and December 31, 2024)379,159374,511
Payables and other liabilities140,709137,953
Liabilities of discontinued operations11,45211,677
TOTAL LIABILITIES29,293,97028,840,826
Commitments and Contingencies (Note 12)
EQUITY (Note 18)
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 11,137,524 and 10,360,299 shares issued, respectively, and 10,711,674 and 9,934,449 shares outstanding, respectively11
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 14 and 15 shares issued and outstanding, respectively——
Additional paid-in capital961,044954,469
Accumulated deficit(668,686)(698,895)
Accumulated other comprehensive loss(285)(276)
Noncontrolling interest102,81260,365
TOTAL EQUITY394,886315,664
TOTAL LIABILITIES AND EQUITY$29,688,856$29,156,490

Finance of America Companies Inc.Condensed 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 Condensed Consolidated Statements of Financial Condition above, and excludes retained bonds and beneficial interests that eliminate in consolidation.

March 31, 2025December 31, 2024
ASSETS · (unaudited)
Restricted cash$193,261$248,905
Loans held for investment, subject to nonrecourse debt, at fair value9,243,4558,904,303
Loans held for investment, at fair value214,497168,641
Other assets, net52,67853,400
TOTAL ASSETS$9,703,891$9,375,249
LIABILITIES
Nonrecourse debt, at fair value$8,795,125$8,588,301
Other financing lines of credit170,103136,157
Payables and other liabilities1,3221,277
TOTAL LIABILITIES$8,966,550$8,725,735
NET CARRYING VALUE OF ASSETS IN VIEs$737,341$649,514

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

For the three months ended March 31, 2025For the three months ended March 31, 2024
PORTFOLIO INTEREST INCOME
Interest income$480,602$463,979
Interest expense(410,167)(393,804)
NET PORTFOLIO INTEREST INCOME70,43570,175
OTHER INCOME (EXPENSE)
Net origination gains46,03839,657
Gain on securitization of home equity conversion mortgage (“HECM”) tails, net10,48110,726
Fair value changes from model amortization(40,956)(57,608)
Fair value changes from market inputs or model assumptions88,26313,562
Net fair value changes on loans and related obligations103,8266,337
Fee income6,3466,322
Non-funding interest expense, net(14,912)(8,152)
NET OTHER INCOME (EXPENSE)95,2604,507
TOTAL REVENUES165,69574,682
EXPENSES
Salaries, benefits, and related expenses33,93039,023
Loan production and portfolio related expenses11,3308,613
Loan servicing expenses7,7418,218
Marketing and advertising expenses10,7318,512
Depreciation and amortization9,6589,678
General and administrative expenses12,97917,271
TOTAL EXPENSES86,36991,315
IMPAIRMENT OF OTHER ASSETS—(600)
OTHER, NET2,3671,453
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES81,693(15,780)
Provision for income taxes from continuing operations1,943—
NET INCOME (LOSS) FROM CONTINUING OPERATIONS79,750(15,780)
NET LOSS FROM DISCONTINUED OPERATIONS(4,750)(4,524)
NET INCOME (LOSS)75,000(20,304)
Net income (loss) from continuing operations attributable to noncontrolling interest47,513(10,145)
Net loss from discontinued operations attributable to noncontrolling interest(2,722)(2,621)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST32,237(5,635)
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST(2,028)(1,903)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$30,209$(7,538)
EARNINGS (LOSS) PER SHARE (Note 17)
Basic weighted average shares outstanding10,177,2669,648,558
Basic earnings (loss) per share from continuing operations$3.17$(0.58)
Basic earnings (loss) per share$2.97$(0.78)
Diluted weighted average shares outstanding30,167,0249,648,558
Diluted earnings (loss) per share from continuing operations$2.56$(0.58)
Diluted earnings (loss) per share$2.43$(0.78)

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

For the three months ended March 31, 2025For the three months ended March 31, 2024
NET INCOME (LOSS)$75,000$(20,304)
COMPREHENSIVE LOSS ITEM:
Impact of foreign currency translation adjustment(9)(17)
TOTAL COMPREHENSIVE INCOME (LOSS)74,991(20,321)
Less: Comprehensive income (loss) attributable to noncontrolling interest44,786(10)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$30,205$(20,311)

Finance of America Companies Inc. Condensed Consolidated Statements of Equity (Unaudited)(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, 20249,934,449$115$—$954,469$(698,895)$(276)13,891,768$60,365$315,664
Net income—————30,209——44,79175,000
Noncontrolling interest distributions————————(83)(83)
Equity-based compensation, net————1,500———6572,157
Conversion of Class A LLC Units for Class A Common Stock (Note 18 - Equity)775,000———5,114——(775,000)(5,114)—
Settlement of restricted stock units (“RSUs”)3,625—————————
Cancellation of shares to fund employee tax withholdings (Note 18 - Equity)(1,400)———(39)————(39)
Issuance of Class A LLC Units (Note 18 - Equity)———————102,6112,1962,196
Class B share retirement (Note 18 - Equity)——(1)———————
Foreign currency translation adjustment——————(9)——(9)
Balance at March 31, 202510,711,674$114$—$961,044$(668,686)$(285)13,219,379$102,812$394,886

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

Class A Common Stock · Class B Common Stock · Noncontrolling Interest
SharesAmountSharesAmountAdditional Paid-in CapitalAccumulated DeficitAccumulated 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 loss—————(7,538)——(12,766)(20,304)
Equity-based compensation, net————3,769————3,769
Conversion of Class A LLC Units for Class A Common Stock (Note 18 - Equity)61——————(61)——
Settlement of long-term incentive plan RSUs, net (Note 18 - Equity)8,829———22——(8,829)(22)—
Settlement of other RSUs27,184—————————
Cancellation of shares to fund employee tax withholdings (Note 18 - Equity)(13,973)———(132)————(132)
Foreign currency translation adjustment——————(17)——(17)
Balance at March 31, 20249,656,175$115$—$950,597$(721,921)$(266)13,288,191$27,312$255,723

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

For the three months ended March 31, 2025For the three months ended March 31, 2024
(As Restated)
Operating Activities
Net income (loss)$75,000$(20,304)
Adjustments to reconcile net income (loss) to net cash used in operating activities(167,082)(111,939)
Net cash used in operating activities(92,082)(132,243)
Investing Activities
Purchases and originations of loans held for investment(810,325)(684,204)
Proceeds/payments received on loans held for investment620,532551,350
Purchases and originations of loans held for investment, subject to nonrecourse debt(6,900)(10,522)
Proceeds/payments on loans held for investment, subject to nonrecourse debt242,557223,899
Proceeds on sale of mortgage servicing rights (“MSR”)—4,733
Other investing activities, net(389)(103)
Net cash provided by investing activities45,47585,153
Financing Activities
Proceeds from issuance of HMBS related obligations466,008468,520
Payments on HMBS related obligations(615,703)(482,739)
Proceeds from issuance of nonrecourse debt780,901529,497
Payments on nonrecourse debt(724,479)(618,105)
Proceeds from other financing lines of credit1,186,4031,277,218
Payments on other financing lines of credit(1,095,756)(1,134,506)
Changes in notes payable—26,265
Other financing activities, net(874)(266)
Net cash provided by (used in) financing activities(3,500)65,884
Effect of exchange rate changes on cash and cash equivalents(9)(17)
Net increase (decrease) in cash and cash equivalents and restricted cash(50,116)18,777
Cash and cash equivalents and restricted cash, beginning of period301,968224,801
Cash and cash equivalents and restricted cash, end of period$251,852$243,578
Cash and cash equivalents$52,016$48,229
Restricted cash199,836195,349
Total cash and cash equivalents and restricted cash, end of period$251,852$243,578
Supplementary Cash Flows Information
Cash paid for interest$146,739$100,346
Loans transferred to loans held for sale, at fair value, from loans held for investment, at fair value—3,787

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  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.

Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s consolidated financial statements for the fiscal year ended December 31, 2024, errors were identified in the classification and presentation of amounts associated with certain nonrecourse securitization transactions in the Company’s Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and the related disclosures within Note 4 - Variable Interest Entities and Securitizations and Note 5 - Fair Value.

As part of the Company’s normal course of business, the Company securitizes its non-agency mortgage loans into nonrecourse debt obligations. As such, the Company records nonrecourse debt on the Condensed Consolidated Statements of Financial Condition, which represents the outstanding bonds from the Company’s securitizations.

The Company’s securitizations are generally callable at or following the optional redemption date defined in each related indenture agreement. As part of the Company’s normal course of business, the Company has historically exercised its optional redemption rights with respect to certain securitization transactions in conjunction with a new securitization (the transactions, collectively, the “Call and Reissue Transactions”). For the three months ended March 31, 2024, the Company incorrectly reported the cash flows related to these Call and Reissue Transactions on a net basis within the Condensed Consolidated Statements of Cash Flows rather than on a gross basis.

Additionally, the Company identified certain amounts associated with the Company’s nonrecourse securitization transactions that were misstated in Net cash provided by investing activities and in Net cash provided by financing activities on the Condensed Consolidated Statements of Cash Flows.

The errors described above also impacted the related disclosures within Note 4 - Variable Interest Entities and Securitizations and Note 5 - Fair Value.

The following tables present the effect of the restatement on the Company’s Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and the related disclosures within Note 4 - Variable Interest Entities and Securitizations and Note 5 - Fair Value.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Cash Flows

The following table presents the effect of the restatement on the Company’s previously reported Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 (in thousands):

For the three months ended March 31, 2024
As Previously ReportedAdjustmentsAs Restated
Investing Activities
Proceeds/payments on loans held for investment, subject to nonrecourse debt$188,219$35,680$223,899
Net cash provided by investing activities49,47335,68085,153
Financing Activities
Proceeds from issuance of nonrecourse debt128,185401,312529,497
Payments on nonrecourse debt(181,113)(436,992)(618,105)
Net cash provided by financing activities101,564(35,680)65,884

Variable Interest Entities and Securitizations

The following table presents the effect of the restatement on the Company’s previously reported amount of outstanding principal balances paid off as part of our redemptions of securitized notes within Note 4 - Variable Interest Entities and Securitizations for the three months ended March 31, 2024 (in millions):

Three months ended March 31, 2024As Previously ReportedAdjustmentsAs Restated
Outstanding principal balance$424.7$(24.3)$400.4

Fair Value

The following tables present the effect of the restatement on the Company’s previously reported Level 3 assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs within Note 5 - Fair Value for the three months ended March 31, 2024 (in thousands):

Loans held for investment, subject to nonrecourse debt
Three months ended March 31, 2024As Previously ReportedAdjustmentsAs Restated
Total gain included in earnings$23,599$35,680$59,279
Sales and settlements(188,219)(35,680)(223,899)
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability
Three months ended March 31, 2024As Previously ReportedAdjustmentsAs Restated
Total loss included in earnings$(55,487)$(35,680)$(91,167)
Purchases and additions(128,185)(401,312)(529,497)
Settlements177,132436,992614,124

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of FOA and its controlled subsidiaries. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. SEC. The accompanying condensed consolidated financial statements contain alladjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial condition as of March 31, 2025, its results of operations for the three months ended March 31, 2025 and 2024, and its cash flows for the three months ended March 31, 2025 and 2024. The Condensed Consolidated Statement of Financial Condition at December 31, 2024 was derived from audited financial statements but does not contain all of the footnote disclosures from the annual financial statements. Operating results for the interim periods are not necessarily indicative of the results that may be expected for any future period or for the full year. The condensed consolidated financial statements, including the significant accounting policies, should be read in conjunction with theconsolidated financial statements and notes as of and for the year ended December 31, 2024 within the Company’s Annual Report on Form 10-K, as amended by the Company’s Annual Report on Form 10-K/A(“Form 10-K”). The significant accounting policies, together with the other Notes to Condensed Consolidated Financial Statements, are an integral part of the condensed 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 Quarterly Report on Form 10-Q to numbers of Class A Common Stock shares, weighted average shares outstanding, earnings (loss) per share, and number of Class A LLC Units have been adjusted to reflect the Reverse Stock Split on a retroactive basis.

Use of Estimates

The preparation of condensed 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 condensed 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.

Change in Condensed Consolidated Statements of Operations Presentation

Beginning with the Company’s second quarter 2024 Form 10-Q, the Condensed 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. In addition, beginning with the Company’s current Form 10-Q, gain on sale and other income from loans held for sale, net, was combined with fee income due to minimal activity related to the wind-down of business lines that are not part of our unified modern retirement solutions platform. As a result of the changes, the Company’s previously reported revenues have been reclassified to reflect the updated presentation as follows:

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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

For the three months ended March 31, 2024TotalNet fair value gains on loans and related obligationsFee incomeGain on sale and other income from loans held for sale, netInterest incomeInterest expense
Finance of America Companies Inc. as previously reported$74,682$92,635$6,236$86$4,266$(28,541)
Reconciliation to current presentation:
PORTFOLIO INTEREST INCOME
Interest income463,979460,034——3,945—
Interest expense(393,804)(373,736)———(20,068)
NET PORTFOLIO INTEREST INCOME70,17586,298——3,945(20,068)
OTHER INCOME (EXPENSE)
Net origination gains39,65739,657————
Gain on securitization of HECM tails, net10,72610,726————
Fair value changes from model amortization(57,608)(57,608)————
Fair value changes from market inputs or model assumptions13,56213,562————
Net fair value changes on loans and related obligations6,3376,337————
Fee income6,322—6,23686——
Non-funding interest expense, net(8,152)———321(8,473)
NET OTHER INCOME (EXPENSE)4,5076,3376,23686321(8,473)
TOTALS$74,682$92,635$6,236$86$4,266$(28,541)

Recently Adopted Accounting Guidance

StandardDescriptionEffective DateEffect on Consolidated Financial Statements
Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresIn December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 that enhances annual income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and by requiring disclosure of the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as disaggregated by material individual jurisdictions.January 1, 2025This ASU will result in additional income tax disclosures in our Form 10-K, but the Company does not expect it will have a material impact on our consolidated financial statements.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

Recently Issued Accounting Guidance, Not Yet Adopted as of March 31, 2025

StandardDescriptionDate of Planned AdoptionEffect on Consolidated Financial Statements
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. Discontinued Operations

During the fourth quarter of 2022 and calendar year 2023, the Company entered into a series of transactions, discontinuing certain business lines while enhancing our reverse mortgage loan business, in order to transform our business from a vertically integrated lending and complementary services platform to a unified modern retirement solutions platform. This constituted a strategic shift that has had or will have a major effect on our operations and financial results.

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

March 31, 2025December 31, 2024
Assets
Other assets, net$1,936$2,451
Liabilities
Payables and other liabilities11,45211,677

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

For the three months ended March 31, 2025For the three months ended March 31, 2024
Expenses
General and administrative expenses$4,750$1,524
Other, net—(3,000)
Net loss from discontinued operations before and after income taxes(4,750)(4,524)
Net loss from discontinued operations attributable to noncontrolling interest(2,722)(2,621)
Net loss from discontinued operations attributable to controlling interest$(2,028)$(1,903)

There were no material cash flow activities related to discontinued operations for the three months ended March 31, 2025 and 2024.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  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. From time to time, the Company may purchase securities that were previously issued by a consolidated trust. Under these circumstances, we extinguish the outstanding debt and recognize gains or losses for the difference between the consideration paid and the carrying value of the debt. During the three months ended March 31, 2025, the Company recognized a gain of $11.9 million on extinguishment of debt related to these purchases. There wereno such gains or losses recognized for the three months ended March 31, 2024. The gains or losses are recorded in Interest expense in the Condensed Consolidated Statements of Operations.

Consolidated VIEs

The Company securitizes certain of its interests in non-agency reverse mortgage loans and HECM buyouts. The transactions provide investors with the ability to invest in a pool of reverse mortgage loans secured by residential properties. The transactions provide the Company with access to liquidity for these assets, ongoing servicing fees, and potential residual returns. The principal and interest on the outstanding certificates are paid using the cash flows from the underlying reverse mortgage loans, which serve as collateral for the debt. The securitizations are callable at or following the optional redemption date as defined in the respective indenture agreements.

The Company also 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 Condensed Consolidated Statements of Financial Condition and the associated debt is recorded in Other financing lines of credit in the Condensed Consolidated Statements of Financial Condition.

During the three months ended March 31, 2025 and 2024, the Company redeemed outstanding securitized notes related to certain non-agency reverse loan securitizations. As part of the redemptions, the Company paid off notes with outstanding principal balances of $319.6 million and $400.4 million (as restated), respectively. The notes were paid off at par.

The Company also securitized 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.

Servicing-Securitized Loans

In our capacity as servicer of the securitized loans, the Company retains the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance. The Company also retains certain beneficial interests in these trusts which provide exposure to potential gains and losses based on the performance of the trust. As the Company has both the power to direct the activities that significantly impact the VIE’s economic performance and the 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.

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 thethree months ended March 31, 2025 and 2024.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the assets and liabilities of the Company’s consolidated VIEs, which are included in the Condensed Consolidated Statements of Financial Condition, and excludes intercompany balances, except for retained bonds and beneficial interests (in thousands):

March 31, 2025December 31, 2024
ASSETS
Restricted cash$193,261$248,905
Loans held for investment, subject to nonrecourse debt, at fair value9,243,4558,904,303
Loans held for investment, at fair value214,497168,641
Other assets, net52,67853,400
TOTAL ASSETS$9,703,891$9,375,249
LIABILITIES
Nonrecourse debt, at fair value$9,167,437$8,947,378
Other financing lines of credit170,103136,157
Payables and other liabilities1,3221,277
TOTAL VIE LIABILITIES9,338,8629,084,812
Retained bonds and beneficial interests eliminated in consolidation(372,312)(359,077)
TOTAL CONSOLIDATED LIABILITIES$8,966,550$8,725,735

Unconsolidated VIEs

Transfer of loans accounted for as sales

The Company securitized certain of its interests in non-agency reverse mortgage loans and in agency-eligible residential mortgage loans. The transactions provided investors with the ability to invest in a pool of mortgage loans secured by residential properties and provided the Company with access to liquidity for these assets and ongoing service fees. The Company’s beneficial interest in the securitizations is limited to a 5% retained interest in the trusts. The Company determined that the securitization structures meet the definition of a VIE and concluded that 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.

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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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

March 31, 2025
Carrying value
AssetsLiabilitiesMaximum exposure to lossTotal assets in VIEs
Transfers of loans - sale treatment
Retained interests$46,507$—$46,507$927,810
Transfers of loans - secured borrowing
Loans and nonrecourse liability396,115376,97519,140396,115
TOTAL$442,622$376,975$65,647$1,323,925
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

As of March 31, 2025, there wereno mortgage loans transferred by the Company to unconsolidated securitization trusts that are 90 days or more past due. As of December 31, 2024, there were $0.2 million 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.

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 three months ended March 31, 2025 and 2024.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 discounted cash flow (“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.
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
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

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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
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
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 acquisition of certain assets and liabilities from American Advisors Group, now known as Bloom Retirement Holdings Inc. (“AAG/Bloom”), and the closing market price of the Company’s publicly-traded stock on the applicable date of the Condensed Consolidated Statements of Financial Condition.Level 3
Tax Receivable Agreements (“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
March 31, 2025 · December 31, 2024
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Assets
Loans held for investment, subject to HMBS related obligations
WAL (in years)NM3.1NM3.0
CPRNM20.9%NM21.6%
Loss frequencyNM4.5%NM4.4%
Loss severity4.9% - 15.2%4.9%3.4% - 15.9%3.5%
Discount rateNM4.9%NM5.3%
Average draw rateNM1.0%NM1.1%

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025 · December 31, 2024
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgage loans - securitized
WAL (in years)NM10.1NM10.1
LTV0.0% - 90.1%47.3%0.0% - 98.0%47.2%
CPRNM14.8%NM14.8%
Loss severityNM10.0%NM10.0%
HPA(4.0)% - 11.4%3.9%(5.6)% - 8.3%3.6%
Discount rateNM6.8%NM7.0%
HECM buyouts - securitized (performing)
WAL (in years)NM7.1NM7.1
CPRNM15.1%NM15.1%
Loss severity4.9% - 15.2%6.0%3.4% - 15.9%4.7%
Discount rateNM7.8%NM8.0%
HECM buyouts - securitized (nonperforming)
WAL (in years)NM1.6NM1.5
CPRNM40.1%NM40.0%
Loss frequency23.1% - 100.0%45.4%23.1% - 100.0%45.6%
Loss severity4.9% - 15.2%6.5%3.4% - 15.9%5.2%
Discount rateNM7.6%NM8.0%
Commercial mortgage loans - securitized
SMMNM8.1%NM8.2%
Discount rateNM20.4%NM20.7%
Loss rateNM8.5%NM7.5%
Loans held for investment:
Non-agency reverse mortgage loans
WAL (in years)NM10.9NM10.5
LTV5.6% - 70.1%35.2%5.9% - 70.6%35.1%
CPRNM15.6%NM16.2%
Loss severityNM10.0%NM10.0%
HPA(4.0)% - 11.4%3.8%(5.6)% - 8.3%3.5%
Discount rateNM6.9%NM7.1%
HECM buyouts (nonperforming)
WAL (in years)NM1.5NM1.5
CPRNM42.2%NM43.8%
Loss frequencyNM41.9%NM47.9%
Loss severity4.9% - 15.2%8.5%3.4% - 15.9%10.5%
Discount rateNM7.6%NM8.0%
Other assets:
Retained bonds
WAL (in years)NM3.4NM3.5
Discount rate(1.3)% - 15.6%7.1%(1.3)% - 15.3%7.3%

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025 · December 31, 2024
Instrument / Unobservable InputsRangeWeighted AverageRangeWeighted Average
Liabilities
HMBS related obligations
WAL (in years)NM3.9NM3.8
CPRNM24.5%NM24.8%
Discount rateNM4.8%NM5.2%
Nonrecourse debt:
Reverse mortgage loans:
Securitized non-agency reverse
WAL (in years)0.5 - 10.83.80.1 - 10.93.7
CPR11.1% - 23.3%16.1%NM17.3%
Discount rateNM6.6%NM6.7%
Performing/Nonperforming HECM securitizations
WAL (in years)NM0.8NM1.0
CPRNM18.8%NM18.6%
Discount rateNM7.7%NM7.5%
Nonrecourse commercial loan financing liability
Weighted average SMMNM100.0%NM65.4%
Discount rateNM8.5%NM8.6%
Deferred purchase price liabilities:
TRA obligation
Discount rateNM31.1%NM28.1%

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

Fair Value of Assets and Liabilities

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

March 31, 2025
Total Fair ValueLevel 1Level 2Level 3
Assets
Loans held for investment, subject to HMBS related obligations$18,809,023$—$—$18,809,023
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans9,615,239——9,615,239
Commercial mortgage loans14,911——14,911
Loans held for investment634,104——634,104
Other assets:
Retained bonds40,334——40,334
Loans held for sale - residential mortgage loans3,446—3,446—
Total assets$29,117,057$—$3,446$29,113,611
Liabilities
HMBS related obligations$18,590,357$—$—$18,590,357
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability9,160,552——9,160,552
Nonrecourse commercial loan financing liability2,847——2,847
Deferred purchase price liabilities:
Deferred purchase price liabilities7,592——7,592
TRA obligation4,555——4,555
Total liabilities$27,765,903$—$—$27,765,903

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 investment520,103——520,103
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

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

Assets
Three months ended March 31, 2025Loans held for investmentLoans held for investment, subject to nonrecourse debtRetained bonds
Beginning balance$19,190,065$9,288,403$40,407
Total gain included in earnings382,169257,903988
Purchases, settlements, and transfers:
Purchases and additions810,3256,900—
Sales and settlements(620,532)(242,557)(1,061)
Transfers in (out) between categories(318,900)319,501—
Ending balance$19,443,127$9,630,150$40,334
Liabilities
Three months ended March 31, 2025HMBS related obligationsNonrecourse debt in consolidated VIE trusts and reverse loan financing liabilityNonrecourse commercial loan financing liabilityDeferred purchase price liabilitiesTRA obligation
Beginning balance$(18,444,370)$(8,950,445)$(3,623)$(13,370)$(3,314)
Total gain (loss) included in earnings(295,682)(153,022)1133,572(1,241)
Purchases, settlements, and transfers:
Purchases and additions(466,008)(780,901)———
Settlements615,703723,8166632,206—
Ending balance$(18,590,357)$(9,160,552)$(2,847)$(7,592)$(4,555)

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets
Three months ended March 31, 2024Loans held for investmentLoans held for investment, subject to nonrecourse debtMSRRetained bonds
(As Restated)
Beginning balance$18,123,991$8,272,393$6,436$44,297
Total gain (loss) included in earnings604,48259,279(920)(742)
Purchases, settlements, and transfers:
Purchases and additions684,20410,522——
Sales and settlements(551,350)(223,899)(4,733)(649)
Transfers in (out) between categories(274,645)289,307——
Ending balance$18,586,682$8,407,602$783$42,906
Liabilities
Three months ended March 31, 2024HMBS related obligationsNonrecourse debt in consolidated VIE trusts and reverse loan financing liabilityNonrecourse commercial loan financing liabilityDeferred purchase price liabilitiesTRA obligation
(As Restated)
Beginning balance$(17,353,720)$(7,876,932)$(27,268)$(4,318)$(4,537)
Total gain (loss) included in earnings(487,559)(91,167)8,8631,524(287)
Purchases, settlements, and transfers:
Purchases and additions(468,520)(529,497)———
Settlements482,739614,1243,981——
Ending balance$(17,827,060)$(7,883,472)$(14,424)$(2,794)$(4,824)

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 unpaid principal balance (“UPB”) of financial assets and liabilities for which the Company has elected the fair value option (in thousands):

March 31, 2025Estimated Fair ValueUnpaid Principal Balance
Assets at fair value under the fair value option
Loans held for investment, subject to HMBS related obligations$18,809,023$17,757,747
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans9,615,2399,412,305
Commercial mortgage loans14,91126,973
Loans held for investment634,104592,948
Other assets:
Loans held for sale - residential mortgage loans3,4464,316
Liabilities at fair value under the fair value option
HMBS related obligations18,590,35717,757,747
Nonrecourse debt:
Nonrecourse debt in consolidated VIE trusts and reverse loan financing liability9,160,5529,536,652
Nonrecourse commercial loan financing liability2,84712,159

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 investment520,103503,949
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

Fair Value of Other Financial Instruments

As of March 31, 2025 and December 31, 2024, 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 unsecured notes due 2025 (the “2025 Unsecured Notes”), senior secured notes due 2026 (the “Senior Secured Notes”), exchangeable senior secured notes due 2029 (the “Exchangeable Secured Notes”) (the Senior Secured Notes and the Exchangeable Secured Notes collectively, the “Secured Notes”), and the revolving working capital promissory note agreements (the “Working Capital Promissory Notes”), recorded at the carrying value of $379.2 million and $374.5 millionas of March 31, 2025 and December 31, 2024, respectively, and which have a fair value of $448.6 million and $467.9 millionas of March 31, 2025 and December 31, 2024, respectively. The Senior Secured Notes have a fair value of $185.4 million and $185.6 millionas of March 31, 2025 and December 31, 2024, respectively, and the Exchangeable Secured Notes have a fair value of $171.9 million and $191.1 millionas of March 31, 2025 and 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.

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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  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):

March 31, 2025December 31, 2024
Reverse mortgage loans held for investment, subject to HMBS related obligations$17,757,747$17,652,495
Reverse mortgage loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgages8,809,6738,567,792
Performing HECM buyouts210,719210,041
Nonperforming HECM buyouts391,913408,614
Total reverse mortgage loans held for investment, subject to nonrecourse debt9,412,3059,186,447
Reverse mortgage loans held for investment:
Non-agency reverse mortgages331,338270,956
HECM loans not securitized(1)116,544101,100
Unpoolable HECM loans(2)144,843131,671
Total reverse mortgage loans held for investment592,725503,727
Total owned reverse mortgage portfolio27,762,77727,342,669
Loans reclassified as government guaranteed receivable42,95045,773
Loans serviced for others85,84388,125
Total serviced reverse mortgage loan portfolio$27,891,570$27,476,567

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

(2)Unpoolable loans primarily represent loans that have reached 98% of their maximum claim amount (“MCA”).

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

March 31, 2025December 31, 2024
Adjustable rate loans$20,218,368$19,966,185
Fixed rate loans7,544,4097,376,484
Total owned reverse mortgage portfolio$27,762,777$27,342,669

As of March 31, 2025 and December 31, 2024, there were $473.8 million and$497.6 million, respectively, of foreclosure proceedings in process, which are included in Loans held for investment, subject to HMBS related obligations, at fair value, Loans held for investment, subject to nonrecourse debt, at fair value, or Loans held for investment, at fair value, in the Condensed Consolidated Statements of Financial Condition, and $4.1 million and $7.1 million, respectively, of foreclosure proceedings in process, which are included in loans serviced for others in the table above.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  1. Loans, at Fair Value

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

March 31, 2025Unpaid Principal BalanceFair Value AdjustmentsEstimated Fair Value
Loans held for investment, subject to HMBS related obligations$17,757,747$1,051,276$18,809,023
Loans held for investment, subject to nonrecourse debt:
Reverse mortgage loans9,412,305202,9349,615,239
Commercial mortgage loans26,973(12,062)14,911
Total loans held for investment, subject to nonrecourse debt9,439,278190,8729,630,150
Loans held for investment(1)592,94841,156634,104
Other assets:
Loans held for sale - residential mortgage loans4,316(870)3,446
Total loan portfolio$27,794,289$1,282,434$29,076,723

(1)As of March 31, 2025, there was $531.8 million in UPB in loans held for investment pledged as collateral for financing lines of credit.

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)503,94916,154520,103
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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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):

March 31, 2025Unpaid Principal BalanceEstimated Fair ValueDifference
Loans held for investment, subject to nonrecourse debt:
Commercial mortgage loans$26,973$14,911$(12,062)
Loans held for investment222155(67)
Other assets:
Loans held for sale - residential mortgage loans1,6041,284(320)
Total loans 90 days or more past due and on non-accrual status$28,799$16,350$(12,449)
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 investment222155(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)
  1. HMBS Related Obligations, at Fair Value

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

March 31, 2025December 31, 2024
Ginnie Mae loan pools - UPB$17,757,747$17,652,495
Fair value adjustments832,610791,875
Total HMBS related obligations, at fair value$18,590,357$18,444,370

As of both March 31, 2025 and December 31, 2024, the weighted average interest rate on HMBS related obligations was 6.2%. The Company was servicing 2,899 and 2,835 Ginnie Mae loan pools at March 31, 2025 and December 31, 2024, respectively.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  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 · March 31, 2025 · December 31, 2024
Securitization of non-agency reverse loansMay 2018 - February 2025April 2051 - February 20751.25% - 4.50%$10,329,876$8,523,418$8,304,568
Securitization of performing/nonperforming HECM loansOctober 2024October 20344.00% - 6.00%705,400646,767677,035
Securitization of commercial loansMay 2024May 20269.49%39,0161,6518,245
Total consolidated VIE nonrecourse debt UPB9,171,8368,989,848
Nonrecourse reverse loan financing liability(1)364,816361,284
Nonrecourse commercial loan financing liability(2)12,15912,787
Fair value adjustments(385,412)(409,851)
Total nonrecourse debt, at fair value$9,163,399$8,954,068

(1)Nonrecourse reverse loan financing liability is comprised of the nonrecourse debt associated with a securitization of non-agency reverse loans. 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 other nonrecourse debt. Refer to Note 4 - Variable Interest Entities and Securitizations for additional information.

(2)Nonrecourse commercial loan financing liability is comprised of the nonrecourse debt associated with a securitization of commercial loans. 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 other nonrecourse debt. Refer to Note 4 - 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 March 31, 2025, estimated maturities for nonrecourse debt for the next five years and thereafter are as follows (in thousands):

Year Ending December 31,Estimated Maturities
Remainder of 2025$1,646,292
20263,683,164
20271,888,598
2028239,529
2029229,363
Thereafter1,861,865
Total payments on nonrecourse debt$9,548,811

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  1. Other Financing Lines of Credit

Other financing lines of credit consisted of the following (in thousands):

Outstanding borrowings at
Maturity Date · Interest Rate · Collateral Pledged · Total Capacity(1) · March 31, 2025 · December 31, 2024
Reverse Lines:
April 2025(2) - October 2026Secured Overnight Financing Rate (“SOFR”) + applicable marginFirst and Second Lien Mortgages$1,110,000$513,357$438,328
Various(3)Bond accrual rate/SOFR + applicable marginMortgage Related Assets391,170367,211356,915
October 2027SOFR + applicable marginHECM MSR70,00069,23169,231
October 2025SOFR + applicable marginUnsecuritized Tails40,00025,99519,947
Subtotal reverse lines of credit1,611,170975,794884,421
Mortgage Line:
Various(3)Bond accrual rate + applicable marginMortgage Related Assets33,10033,10033,826
Total other financing lines of credit$1,644,270$1,008,894$918,247

(1)Capacity is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions, and covenants of the respective agreements, including asset-eligibility requirements. Capacity amounts presented are as of March 31, 2025.

(2)The other financing line of credit with a maturity date in April 2025 has been renewed subsequent to March 31, 2025.

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

As of March 31, 2025 and December 31, 2024, the weighted average interest rate on outstanding financing lines of credit was 6.41% and 7.14%, respectively.

The Company’s financing arrangements and credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage ratios, and profitability.

As of March 31, 2025, the Company was in compliance with all of its financial covenants related to required liquidity reserves, debt service coverage ratio, tangible net worth amounts, and required profitability.

The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s government sponsored entities (“GSE”)/seller servicer contracts contain requirements that may restrict FOA Equity and its subsidiaries from paying distributions to its members. These restrictions include restrictions on paying distributions whenever the payment of such distributions would cause FOA Equity or its subsidiaries to no longer be in compliance with any of its financial covenants or GSE requirements. Further, FOA Equity is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of FOA Equity (with certain exceptions) exceed the fair value of its assets. Subsidiaries of FOA Equity are generally subject to similar legal limitations on their ability to make distributions to FOA Equity.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 CovenantsRequirementMarch 31, 2025Maximum Allowable Distribution
FAR
Adjusted Tangible Net Worth$250,000$594,451$344,451
Liquidity41,77747,4345,657
Leverage Ratio6:12.3:1362,278
FAH
Adjusted Tangible Net Worth$200,000$596,601$396,601
Liquidity40,00049,9469,946
Leverage Ratio10:12.6:1440,793
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
  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 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

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 settled all of the individual arbitration claims for a de minimis amount and is in different stages of the remaining representative PAGA claims. 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 $0.3 million for both of the three months ended March 31, 2025 and 2024. These expenses are included in General and administrative expenses in the Condensed 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 Condensed Consolidated Statements of Operations.

Unfunded Commitments

The Company is required to fund further borrower advances (where the borrower has not fully drawn down the HECM or non-agency reverse mortgage loan proceeds available) and fund the payment of the borrower’s obligation to pay FHA monthly insurance premiums for HECM loans.

The outstanding unfunded commitments available to borrowers related to agency and non-agency reverse mortgage loans were $4.4 billion and $4.5 billion as of March 31, 2025 and December 31, 2024, respectively. This additional borrowing capacity is primarily in the form of undrawn lines of credit.

The Company also has commitments to purchase loans totaling $1.4 million and $1.7 million as of March 31, 2025 and December 31, 2024, respectively.

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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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. Income Taxes

The Company’s effective tax rate on continuing operations for the three months ended March 31, 2025 and 2024 differs from the U.S. federal statutory rate primarily due to the projected mix of earnings or loss attributable to the noncontrolling interest, anticipated state statutory income tax rates, and the impact of discrete tax items, which includes changes in the valuation allowance against net deferred tax assets.

FOA is taxed as a corporation and is subject to U.S. federal, state, and local taxes on the income allocated to it from FOA Equity based upon FOA’s economic interest in FOA Equity as well as any stand-alone income it generates. FOA Equity and its disregarded subsidiaries, collectively, are treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, FOA Equity is not subject to U.S. federal and certain state and local income taxes. FOA Equity’s members, including FOA, are liable for U.S. federal, state, and local income taxes based on their allocable share of FOA Equity’s pass-through taxable income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences attributable to those temporary differences and the expected benefits of net operating losses and carryforwards. Deferred tax assets and liabilities are 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.

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 March 31, 2025, 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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  1. Business Segment Reporting

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

For the three months ended March 31, 2025
Retirement SolutionsPortfolio ManagementTotal Reportable SegmentsCorporate and OtherEliminationsTotal
Portfolio interest income
Interest income$—$480,602$480,602$—$—$480,602
Interest expense—(410,167)(410,167)——(410,167)
Net portfolio interest income—70,43570,435——70,435
Other income (expense)
Net origination gains46,038—46,038——46,038
Gain on securitization of HECM tails, net—10,48110,481——10,481
Fair value changes from model amortization—(40,956)(40,956)——(40,956)
Fair value changes from market inputs or model assumptions—88,26388,263——88,263
Net fair value changes on loans and related obligations46,03857,788103,826——103,826
Fee income5,6837866,469—(123)6,346
Non-funding interest expense, net———(14,912)—(14,912)
Net other income (expense)51,72158,574110,295(14,912)(123)95,260
Total revenues51,721129,009180,730(14,912)(123)165,695
Expenses
Salaries, benefits, and related expenses21,8523,63225,4848,446—33,930
Loan production and portfolio related expenses1,5269,80411,330——11,330
Loan servicing expenses—7,7417,741——7,741
Marketing and advertising expenses10,730—10,7301—10,731
Depreciation and amortization9,330189,348310—9,658
General and administrative expenses5,0242,5367,5605,542(123)12,979
Total expenses48,46223,73172,19314,299(123)86,369
Other, net———2,367—2,367
Net income (loss) before taxes$3,259$105,278$108,537$(26,844)$—$81,693
Total assets$263,599$29,417,568$29,681,167$1,338,448$(1,332,695)$29,686,920

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

For the three months ended March 31, 2024
Retirement SolutionsPortfolio ManagementTotal Reportable SegmentsCorporate and OtherEliminationsTotal
Portfolio interest income
Interest income$—$463,979$463,979$—$—$463,979
Interest expense—(393,804)(393,804)——(393,804)
Net portfolio interest income—70,17570,175——70,175
Other income (expense)
Net origination gains39,657—39,657——39,657
Gain on securitization of HECM tails, net—10,72610,726——10,726
Fair value changes from model amortization—(57,608)(57,608)——(57,608)
Fair value changes from market inputs or model assumptions—13,56213,562——13,562
Net fair value changes on loans and related obligations39,657(33,320)6,337——6,337
Fee income6,0513946,445—(123)6,322
Non-funding interest expense, net———(8,152)—(8,152)
Net other income (expense)45,708(32,926)12,782(8,152)(123)4,507
Total revenues45,70837,24982,957(8,152)(123)74,682
Expenses
Salaries, benefits, and related expenses21,1335,06426,19712,826—39,023
Loan production and portfolio related expenses3,0815,5328,613——8,613
Loan servicing expenses—8,2188,218——8,218
Marketing and advertising expenses8,491158,5066—8,512
Depreciation and amortization9,48889,496182—9,678
General and administrative expenses7,2173,91611,1336,261(123)17,271
Total expenses49,41022,75372,16319,275(123)91,315
Impairment of other assets———(600)—(600)
Other, net(174)—(174)1,627—1,453
Net income (loss) before taxes$(3,876)$14,496$10,620$(26,400)$—$(15,780)
Total assets$268,786$27,357,160$27,625,946$1,455,417$(1,405,085)$27,676,278
  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 minimum net worth required is $5.0 million plus 1% of FAR’s outstanding HMBS and unused commitment authority from Ginnie Mae. The liquidity requirement is for 20% of FAR’s required net worth to be in the form of cash or cash equivalent assets. The leverage requirement is to maintain a ratio of net worth to total assets of not less than 6%.

As of March 31, 2025, FAR was in compliance with the minimum net worth, liquidity, capitalization levels, and insurance requirements of Ginnie Mae. The minimum net worth required of FAR by Ginnie Mae was $189.9 million

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

as of March 31, 2025. FAR’s actual net worth calculated based on Ginnie Mae guidance was $588.8 million as of March 31, 2025. The minimum liquidity required of FAR by Ginnie Mae was $38.0 million as of March 31, 2025. FAR’s actual cash and cash equivalents were $47.4 million as of March 31, 2025. FAR’s actual ratio of net worth to total assets was below the Ginnie Mae requirement due to the Company’s determination that HECM loans transferred into HMBS 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.

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 March 31, 2025, FAR was in compliance with applicable requirements.

FOA Securities

Finance of America Securities LLC (“FOA Securities”), one of the operating service subsidiaries of Incenter, operates in a highly regulated environment and is subject to federal and state laws, SEC rules, and Financial Industry Regulatory Authority 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 March 31, 2025, FOA Securities was in compliance with the minimum net capital requirement.

Additionally, FOA Securities claims the exemption provision of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because FOA Securities’ other business activities are limited to (1) proprietary trading; (2) receiving transaction-based compensation for referring securities transactions to other broker-dealers; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4.

  1. Related Party Transactions

Working Capital Promissory Notes

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 on May 25, 2025. These notes had outstanding amounts of $85.0 million as of both March 31, 2025 and December 31, 2024, recorded within Notes payable, net, in the Condensed Consolidated Statements of Financial Condition. Additionally, the Company paid$2.4 million and $1.2 millionof interest related to the Working Capital Promissory Notes for thethree months ended March 31, 2025 and 2024, respectively. The Working Capital Promissory Notes were amended subsequent to the balance sheet to extend the maturity through August 1, 2025. Refer to Note 19 - Subsequent Events for additional information.

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 had $77.3 million of Secured Notes due to Libman Family Holdings, LLC, as of both March 31, 2025 and December 31, 2024, recorded within Notes payable, net, in the Condensed Consolidated Statements of Financial Condition.

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

  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 three months ended March 31, 2025For the three months ended March 31, 2024
Basic earnings (loss) per share:
Numerator
Net income (loss) from continuing operations$79,750$(15,780)
Less: Income (loss) from continuing operations attributable to noncontrolling interest(1)47,513(10,145)
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - basic$32,237$(5,635)
Net loss from discontinued operations$(4,750)$(4,524)
Less: Loss from discontinued operations attributable to noncontrolling interest(1)(2,722)(2,621)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic$(2,028)$(1,903)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic10,177,2669,648,558
Basic earnings (loss) per share
Continuing operations$3.17$(0.58)
Discontinued operations(0.20)(0.20)
Basic earnings (loss) per share$2.97$(0.78)

(1) The Class A LLC Units of FOA Equity, held by certain unitholders and AAG/Bloom (collectively, the “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 Condensed Consolidated Financial Statements (Unaudited)

For the three months ended March 31, 2025For the three months ended March 31, 2024
Diluted earnings (loss) per share:
Numerator
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - basic$32,237$(5,635)
Reallocation of net income (loss) from continuing operations assuming exchange of Class A LLC Units(1)34,700—
Reallocation of net income (loss) from continuing operations assuming exchange of Exchangeable Secured Notes(2)8,008—
Exchangeable Secured Notes interest expense, net(2)2,291—
Net income (loss) from continuing operations attributable to holders of Class A Common Stock - diluted$77,236$(5,635)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic$(2,028)$(1,903)
Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1)(1,995)—
Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted$(4,023)$(1,903)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic10,177,2669,648,558
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(3)13,651,797—
Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2)5,337,928—
Additional dilutive shares under the treasury stock method(4)1,000,033—
Weighted average shares of Class A Common Stock outstanding - diluted(5)30,167,0249,648,558
Diluted earnings (loss) per share
Continuing operations$2.56$(0.58)
Discontinued operations(0.13)(0.20)
Diluted earnings (loss) per share$2.43$(0.78)

(1)For the three months ended March 31, 2025, 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 three months ended March 31, 2024, 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.

(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.

The numerator includes a reallocation of net income (loss) from continuing operations attributable to the controlling interest assuming an exchange of the Exchangeable Secured Notes for shares of Class A Common Stock in FOA as of the beginning of the reporting period. Additionally, interest expense attributable to the controlling interest 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

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

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 at the beginning of the reporting period.

(3)The exchange agreement between FOA, FOA Equity, and Equity Capital Unitholders (the “Exchange Agreement”) allows for the exchange of Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, on aone-for-one basis for shares of Class A Common Stock in FOA. For the three months ended March 31, 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method to reflect the provisions of the Exchange Agreement and assumes the Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, exchange their Class A LLC Units on aone-for-one basis for shares of Class A Common Stock in FOA. The 13,294,737 weighted average Class A LLC Units outstanding for the three months ended March 31, 2024 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 1,000,033 potentially dilutive shares, under the treasury stock method, from RSUs for the three months ended March 31, 2025, andno potentially dilutive shares, under the treasury stock method, from RSUs for the three months ended March 31, 2024.

(5) As part of the acquisition of certain assets and liabilities from AAG/Bloom, there were originallytwo forms of contingently issuable Class A LLC Units:705,841 Class A LLC Units that were equity classified and indemnity holdback units totaling up to 714,226 Class A LLC Units that were originally liability classified.

In accordance with Accounting Standards Codification 260, Earnings Per Share, (“ASC 260”) these Class A LLC units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the three months ended March 31, 2024.

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. For the three months ended March 31, 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on aone-for-one basis for shares of Class A Common Stock in FOA.

On March 31, 2025, related to the indemnity holdback units, FOA Equity issued 102,611 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. For the three months ended March 31, 2025, 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 were exchanged on aone-for-one basis for shares of Class A Common Stock in FOA at the beginning of the reporting period.

The remaining Class A LLC Units that may be issued to AAG/Bloom on March 31, 2026 is dependent on the dollar amount of indemnified claims FOA pays out on behalf of AAG/Bloom related to litigation liabilities and indemnifiable loan losses. In accordance with ASC 260, these Class A LLC units are not included in the diluted weighted average shares outstanding of Class A Common Stock for the three months ended March 31, 2025 and 2024.

  1. Equity

Class A Common Stock

As of March 31, 2025, there were 11,137,524 shares of Class A Common Stock issued, consisting of 10,711,674 shares issued and outstanding and 425,850 unvested shares that are subject to vesting and forfeiture in accordance with a sponsor earnout agreement with certain equity holders. The 425,850 unvested shares of Class A Common Stock are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” if, and when, they become vested. The holders of the 10,711,674 issued and outstanding shares of Class A Common Stock represent the controlling interest of the Company.

Pursuant to the Amended and Restated Long-Term Incentive Plan (“A&R MLTIP”), certain equity holders of FOA and FOA Equity are obligated to deliver a number of shares of Class A Common Stock and Class A LLC Units for RSU awards granted by the Company. These equity holders did not deliver any shares of Class A Common Stock or Class A LLC Units to the Company in connection with FOA’s settlement of RSUs into shares of Class A Common Stock and pursuant to the A&R MLTIP during the three months ended March 31, 2025. During the three months ended March 31, 2024, these equity holders delivered 1,491 shares of Class A Common Stock and 8,829 Class A LLC Units to the Company in satisfaction of such settlement. The delivery of shares of Class A Common Stock and Class A LLC Units to the Company offset the gross award of RSUs settled. The potential future settlement of the

Finance of America Companies Inc.Notes to Condensed Consolidated Financial Statements (Unaudited)

Earnout Right RSUs outstanding as of March 31, 2025 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.

During the three months ended March 31, 2025 and 2024, the Company elected to retire 1,400 and 13,973 shares, respectively, offsetting RSUs withheld to fund employee payroll taxes and instead funded those taxes with operating cash.

Pursuant to the Exchange Agreement, the Equity Capital Unitholders may elect to exchange their Class A LLC Units for shares of Class A Common Stock on aone-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. During the three months ended March 31, 2025 and 2024, in connection with FOA’s settlement of the exchange of Class A LLC Units for shares of Class A Common Stock and pursuant to the Exchange Agreement, certain Equity Capital Unitholders delivered 775,000 and 61 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 March 31, 2025, there are 14 shares of Class B Common Stock issued and outstanding, certain 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. During the three months ended March 31, 2025, the Company retiredone share of Class B Common Stock related to a certain holder.

Class A LLC Units

The Exchange Agreement sets forth the terms and conditions upon which holders of Class A LLC Units may exchange their Class A LLC Units for shares of Class A Common Stock on aone-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Equity Capital Unitholders’ ownership of Class A LLC Units represents the noncontrolling interest of the Company, which is accounted for as permanent equity in the Condensed Consolidated Statements of Financial Condition. As of March 31, 2025, there were 23,931,053 Class A LLC Units outstanding. Of the 23,931,053 Class A LLC Units outstanding,10,711,674 relate to the Class A Common Stock shareholders and 13,219,379 are held by the noncontrolling interest of the Company.

On March 31, 2025, FOA Equity issued 102,611 Class A LLC Units to AAG/Bloom related to the indemnity holdback provision associated with the acquisition of certain assets and liabilities from AAG/Bloom.

  1. Subsequent Events

On April 28, 2025, FOA Equity along with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC, entered into an omnibus amendment (the “Amendment”) to the Working Capital Promissory Notes to extend the maturity date of the Working Capital Promissory Notes from May 25, 2025 to August 1, 2025. The Amendment made no other changes to the previously disclosed terms of the Working Capital Promissory Notes. Refer to Note 16 - Related Party Transactions for additional information.

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