Finance of America Companies Inc.

Current report

The Repurchase may not be completed on the terms or timeline currently contemplated or at all, which could adversely affect our stock price, business, financial condition, and results of operations.

Current report

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

Current report

If the Repurchase is not consummated for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Repurchase will be consummated and the related benefits will be realized. We may also be subject to additional risks if the Repurchase is not completed, including incurring substantial costs related to the Repurchase, such as legal, accounting, valuation advisory, and other professional services fees that have already been incurred or will continue to be incurred until closing, and reputational harm including relationships with investors, customers, and business partners due to the adverse perception of any failure to successfully complete the Repurchase.

Current report

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

Previous report

We are not aware of any material changes from the risk factors set forth under “Item 1A. Risk Factors” included in the Form 10-K/Afiled with the SEC on May 20, 2025.