株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-K
_________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-40308
_________________________
FINANCE OF AMERICA COMPANIES INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware
85-3474065
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
5830 Granite Parkway, Suite 400
 Plano, Texas
75024
(Address of principal executive offices)
(Zip Code)
(877) 202-2666
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
FOA
New York Stock Exchange
NYSE Texas, Inc.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

1


Yes o No x Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
x
Non-accelerated filer
Smaller reporting company
x
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of June 30, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last closing price of the shares of the registrant’s Class A Common Stock on The New York Stock Exchange, was $143.3 million.

As of March 11, 2026, 8,551,931 shares of the registrant’s Class A Common Stock, par value $0.0001, and 12 shares of the registrant’s Class B Common Stock, par value $0.0001, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, are incorporated herein by reference in Part III.
2

Finance of America Companies Inc.
Annual Report on Form 10-K
Table of Contents

Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
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Part I

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” “FOA,” or the “Company” refer to Finance of America Companies Inc. and its consolidated subsidiaries. References to “FOA Equity” are to Finance of America Equity Capital LLC, a Delaware limited liability company, that the Company controls in an “UP-C” structure.

Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary

Forward-Looking Statements

This Annual Report on Form 10-K for the year-ended December 31, 2025 (the “Form 10-K”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States of America (the “U.S.”) Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “budgets,” “forecasts,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under “—Summary of Risk Factors,” “Part I—Item 1A. Risk Factors,” and “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Form 10-K. All of these factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. For further information on these and other risk factors affecting us, as such factors may be amended and updated from time to time in the Company’s subsequent periodic filings with the Securities and Exchange Commission (the “SEC”), please visit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of the Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Summary of Risk Factors

A summary of the principal factors that create risk in investing in our securities and might cause actual results to differ from projections made in forward-looking statements is set forth below. In addition to the other information in the Form 10-K, the following risk factors should be considered carefully in evaluating the Company and our business:

•our ability to (1) expand our customer base and acquire and originate loans efficiently while maintaining loan origination quality, (2) finance our loan portfolio, and (3) profitably securitize or otherwise monetize our loan portfolio, all of which will in turn depend upon our ability to manage the unique challenges presented by operating as a business focused on providing home equity-based financing solutions for a modern retirement;
•our ability to realize the anticipated benefits of the efforts we have undertaken to enhance our marketing and digital capabilities, capitalize on strategic partnerships, and generally, to operate our business profitably;
•our ability to respond to significant changes in prevailing interest rates and to maintain profitable business operations;
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•our geographic market concentration if the economic conditions in our current markets should decline or if our current markets are impacted by natural disasters;
•our ability to achieve anticipated returns from our capital investments in technology;
•our ability to incorporate artificial intelligence (“AI”) technologies into our processes while managing the business, compliance, and reputational risks presented by such technologies;
•our use of the fair value option to account for the majority of our assets and liabilities, which is based on financial models that use market inputs and model assumptions, may require us to write down the value of our assets or write up the value of our liabilities if the market inputs and model assumptions change;
•our ability to prevent cyber intrusions and mitigate cyber risks;
•our Company may be adversely affected by the condition of the U.S. residential mortgage market and other economic, political, business, and/or competitive factors in our business markets and worldwide financial markets, including a sustained period of higher interest rates;
•our ability to detect and prevent fraudulent activity by loan applicants and other participants in the loan origination process;
•our ability to manage changes in our licensing status, business relationships, or servicing guidelines with the Government National Mortgage Association (“Ginnie Mae”), the United States Department of Housing and Urban Development (“HUD”), or other governmental entities;
•our ability to mitigate risks related to our Subservicers and to successfully enhance our internal servicing capabilities;
•our ability to obtain sufficient capital and liquidity to meet the financing and operational requirements of our business and our ability to comply with our debt agreements, including warehouse lending facilities, and pay down our substantial debt;
•our ability to repay or refinance our debt on reasonable terms as it becomes due;
•our ability to manage disruptions in the secondary home loan market, including the mortgage-backed securities (“MBS”) market;
•our ability to finance and recover costs of our reverse mortgage servicing operations;
•our ability to maintain compliance with the extensive regulations we are subject to, including consumer protection laws applicable to mortgage lenders, which may be highly complex;
•our ability to compete with national banks, which are not subject to state licensing and operational requirements;
•our ability to manage various legal proceedings, federal or state governmental examinations, and enforcement investigations we are subject to from time to time, the results of which are difficult to predict or estimate;
•our holding company status and dependency on distributions from FOA Equity;
•the market price of our securities may fluctuate or decline and our common stock trading history has been characterized by low trading volume, which may result in an inability to sell your shares at a desired price, if at all; and
•the potential for dilution due to future issuances of additional securities.

Item 1. Business

Finance of America Companies Inc.

Finance of America Companies Inc. (“FOA”) is a financial services holding company which, through its operating subsidiaries, is a leading provider of home equity-based financing solutions for a modern retirement. In addition, FOA offers capital markets and portfolio management capabilities primarily to optimize the distribution of its originated loans to investors.

FOA was incorporated in Delaware on October 9, 2020 and became a publicly-traded company on the New York Stock Exchange (the “NYSE”) in April 2021, with trading beginning on April 5, 2021. On August 15, 2025, FOA’s Class A Common Stock also began trading on NYSE Texas, Inc. (“NYSE Texas”). FOA continues to maintain its primary listing on the NYSE and trades under the same “FOA” ticker symbol on both exchanges.

FOA has a controlling financial interest in 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”).
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FAH is the parent of a lending company, Finance of America Reverse LLC (“FAR”), while Incenter is the parent of operating service companies (together with FAR, the “operating subsidiaries”) that provide capital markets and portfolio management capabilities.

We are a leading provider of home equity-based financing solutions for a modern retirement, offering innovative financing tools to help homeowners aged 55 and over make the most of their housing wealth and achieve a more secure retirement. We are principally focused on offering reverse mortgage loan products and certain traditional home equity loan products throughout the U.S. We believe the U.S. home equity-based lending market opportunity is strong and that home equity-based financing solutions are a key component in addressing an existing underserved market of seniors in the U.S. Based on U.S. census data, from 2024 through 2026, 11,400 people per day in the U.S. have turned or will turn 65 years old. While the number of Americans at retirement age is increasing, Americans are often not financially prepared for retirement, with the aggregate retirement savings shortfall estimated to be $4 trillion, according to a recent estimate from Athene. Further, according to data recently published by Vanguard, roughly 60% of Americans are not on track to meet their retirement spending needs. Based on quarterly estimates published by the National Reverse Mortgage Lenders Association in conjunction with RiskSpan, Inc., homeowners aged 62 and over have $14.66 trillion in home equity as of the third quarter of 2025. This is further supported by data from Statista, which states that over 79% of Americans aged 65 and over own their home. While a reverse mortgage loan represents a practical solution for a significant portion of the senior population, only 2% of the population aged 62 and over utilizes a reverse mortgage loan according to a report published by Reverse Mortgage Insight from June 2022. We believe that we can meaningfully increase penetration of this addressable market because our offerings are specifically designed to unlock home equity for homeowners aged 55 and over.

Our strategy and long-term growth initiatives are built upon a few key fundamental factors:

•We are focused on growing our core retirement solutions business in order to capitalize on the market opportunity described above. We believe we can continue to enhance, expand, and more effectively dispatch our innovative suite of home equity-based financing solutions to help senior homeowners achieve their retirement goals.
•We distribute our products through multiple channels and utilize flexible technology platforms in order to scale our business and manage costs efficiently.
•We connect borrowers with investors. Our consumer-facing business leaders interface directly with the investor-facing professionals in our Portfolio Management segment, facilitating the development of attractive lending solutions for our customers with the confidence that the loans we generate can be efficiently and profitably monetized through sale or securitization to a deep pool of investors, which minimizes capital at risk, with the Company often retaining a future performance-based participation interest in the underlying cash flows of our monetized loans.

Through FAR, the Company originates, acquires, and services (in partnership with third-party subservicers) home equity conversion mortgage (“HECM”) loans, which are originated pursuant to the Federal Housing Administration (the “FHA”) HECM program and are insured by the FHA, and non-agency reverse mortgage loans, which are not insured by the FHA. We have launched several non-agency reverse mortgage loan products to serve the U.S. senior population. At the same time, we continuously look to develop and launch new products to satisfy this vast and largely underserved market. For example, we previously launched a non-agency second lien reverse mortgage loan product, second in priority behind the first lien of an existing traditional mortgage loan or home equity line of credit collateralized by the same mortgaged property. This second lien product has enabled us to serve borrowers who already have and desire to maintain a low-rate primary mortgage but want the convenience of a flexible second lien loan with no required monthly principal and interest payments. We anticipate pursuing partnerships with mortgage servicers in the future to make our second lien reverse mortgage loan product available to their eligible traditional mortgage customers with a streamlined approval process, which we expect to broaden the reach of, and raise originations volumes for, the second lien product. Additionally, in October 2025 we announced that we will begin to originate certain traditional home equity loan products. This marks the first time that we will originate traditional home equity loans and enables us to serve potential borrowers who need higher loan-to-value solutions than those provided by our suite of reverse mortgage loan products. Further, in December 2025, we announced a strategic partnership with funds managed by Blue Owl Capital, Inc. (“Blue Owl”), which includes a joint innovation and product-development initiative focused on the continuous rollout of new, differentiated financial products tailored for people looking to maximize freedom, security, and opportunity throughout their retirement.
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These efforts exemplify our commitment to meet and serve new kinds of borrowers. We are a leader in this market and we are focused on developing and offering products for borrowers with interest in using home equity-based financing solutions as retirement planning tools, which we believe will continue to increase our addressable customer base and ultimately raise our origination volumes.

We originate reverse mortgage loans through a retail channel (consisting primarily of a centralized retail platform) and a third-party originator (“TPO”) channel (consisting primarily of a network of mortgage brokers). In 2026, we have also begun originating traditional home equity loans initially through an AI platform provided by the Better Home & Finance Holding Company (“Better”). In 2025, we continued to take steps to enhance our marketing and digital capabilities. In the first quarter of 2025, we completed the migration of our telephony platform, and we continued to enhance its performance throughout the year. In the second quarter of 2025, we launched and transitioned to our new brand platform, “A Better Way with FOA,” alongside the launch of a national advertising campaign, which integrates a mix of traditional and online mediums. This represents a shift in marketing strategy designed to enhance brand visibility and connect with a new generation of customers through modernized messaging that reflects the real-life goals and aspirations of today’s senior homeowners. We have also continued to enhance our digital capabilities by leveraging automated digital tools to improve efficiency and the overall ease of transacting. For example, in June 2025, we launched a digital pre-qualification tool for certain products that can deliver a three-minute pre-qualification experience, setting a new benchmark for speed and customer engagement in the industry. In the fourth quarter of 2025, we launched “Joy,” our AI-powered customer ambassador chatbot, to provide consumer support over the telephone. We are working to expand Joy’s capabilities, including to enable Joy to provide consumer support via the exchange of online instant messages, and have also been working on SMS engagement tools for sales teams. Additionally, in 2025 we engaged in efforts to refine the systems used by our mortgage broker partners to improve the efficiency and ease of originations via our TPO channel. We believe that these efforts will (i) increase brand and product recognition among customers and mortgage brokers, (ii) improve overall customer experience, and (iii) ultimately raise our origination volumes.

We are engaging in strategic partnerships in an effort to expand the reach of our products. In October 2025 we announced a strategic partnership with Better, pursuant to which we will originate traditional home equity loans through Better’s AI platform and serve as Better’s reverse mortgage origination partner, including both HECM loans and non-agency reverse mortgage loans. Better will initially leverage traditional platforms to offer these products, however our goal for this collaboration is to allow us to integrate our reverse mortgage products into a unified digital experience. Additionally, in November 2025 we announced that FAR and PHH Mortgage Corporation (“PHH”), a subsidiary of Onity Group Inc., entered into an agreement pursuant to which FAR will acquire PHH’s HECM loan servicing portfolio and certain other reverse mortgage assets. In connection with the transaction, FAR will also acquire PHH’s pipeline of reverse mortgage loans, bring select members of PHH’s experienced origination team onto FAR’s platform, and enter into a subservicing arrangement with PHH. Following the transaction, we will engage with PHH to make our non-agency second lien reverse mortgage loan product available to PHH’s eligible traditional mortgage customers with a streamlined approval process. We anticipate pursuing partnerships with additional mortgage servicers in the future to make our non-agency second lien reverse mortgage loan product available to their eligible traditional mortgage customers with a streamlined approval process. We believe that these efforts will significantly broaden the reach of our products and ultimately raise our origination volumes.

Our Portfolio Management segment provides structuring and product development expertise as well as broker/dealer and institutional asset management capabilities, which facilitates innovation and the successful monetization of our loans. We securitize HECM loans into Home Equity Conversion Mortgage-Backed Securities (“HMBS”), which Ginnie Mae guarantees, and sell HMBS in the secondary market while retaining the rights to service the HECM loans. When HECM loans are not eligible for securitization into HMBS or are required to be bought out of a pool of HECM loans previously securitized into HMBS, we convey the HECM loans to HUD or liquidate them in accordance with program requirements, securitize them into privately placed MBS, or hold them for investment. In November 2024, Ginnie Mae announced the finalized term sheet for its HMBS 2.0 program. If implemented, the HMBS 2.0 program will enable us to securitize into HMBS additional HECM loans that are required to be bought out of pools of HECM loans securitized pursuant to Ginnie Mae’s existing HMBS program or otherwise not eligible for securitization pursuant to Ginnie Mae’s existing HMBS program (subject to expanded eligibility parameters applicable to the HMBS 2.0 program), increasing the HECM loans that we are able to securitize into HMBS. We either securitize non-agency reverse mortgage loans into MBS sold to investors or sell them as whole loans to investors, while retaining the right to service the loans. We may also decide to strategically hold certain non-agency reverse mortgage loans for investment.
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We expect to sell traditional home equity loans as whole loans to investors on a servicing released basis. Additionally, our strategic partnership with funds affiliated with Blue Owl includes a commitment from Blue Owl to purchase up to $2.5 billion in reverse mortgage loans and other mutually acceptable loan products originated or acquired by FAR. The capabilities provided by the Portfolio Management segment allowed us to complete several sales and issuances of MBS backed by our loan products in 2025, including a nearly $2 billion securitization of non-agency reverse mortgage loans in September 2025, the largest in Company history. This demonstrates the high quality and liquidity of the loan products we originate, the deep relationships we have with our investors, and the resilience of our business model in many economic environments.

Our lending model is supported by a robust funding structure financed by an established and diversified mix of capital partners. We maintain and monitor our liquidity in order to fund our loan origination business, manage day-to-day operations, and protect against unforeseeable market events. In 2025, our Company entered into two new warehouse lending facilities. As of December 31, 2025, we had $1.7 billion of committed or uncommitted loan funding capacity, comprised of 15 lending facilities with 11 different counterparties. We also strategically access the capital markets from time to time to raise additional capital. On August 4, 2025 we issued an aggregate of $40.0 million of a new series of unsecured convertible promissory notes (the “Convertible Notes”). Further, on December 15, 2025, as part of our strategic partnership with funds affiliated with Blue Owl, we issued and sold 50,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a price of $1,000 per share for an aggregate purchase price of $50.0 million. As of December 31, 2025, we had $0.6 billion of liquidity sources available to fund operations, comprised of (i) $89.5 million of cash and cash equivalents and (ii) $0.5 billion of undrawn warehouse facilities and other lines of credit.

We are also undertaking initiatives to enhance our internal servicing capabilities. Certain of these initiatives are focused on providing additional oversight with respect to more complicated servicing processes, which may enable us to identify and resolve potential servicing issues more quickly. Other initiatives are designed to facilitate the more efficient resolution of loans at maturity while ensuring that we don’t ultimately incur losses on an applicable loan. These efforts include creating additional direct touchpoints with our borrowers or their heirs for the period between loan maturity and final resolution, particularly with respect to our non-agency reverse mortgage products, and developing the capability to complete more routine processes in-house. These initiatives are intended to improve customer experience, reduce resolution timelines, mitigate potential losses, and lower overall servicing-related expenses.

We believe that our culture plays a significant role in producing superior outcomes for both our customers and our business. We have fostered a fully unified culture driven by a core set of values adopted across our organization in furtherance of Finance of America’s purpose to help homeowners unlock the joy that comes from realizing the full potential of their retirement.

We believe our involvement in the loan process throughout its life cycle coupled with our commitment to our purpose gives us the ability to deliver a value proposition unmatched in the industry.

Our Segments

Our business operates through two reportable segments: Retirement Solutions and Portfolio Management. A description of the business conducted by each of these segments is provided below.

Retirement Solutions

Our Retirement Solutions segment conducts all of our Company’s loan origination activity, including the origination and acquisition of HECM loans and non-agency reverse mortgage loans through both the retail and TPO channels. The Retirement Solutions segment generates revenue from fees earned at the time of loan origination as well as from the initial estimate of net origination gains, with all originated loans accounted for at fair value. Once originated, the loans are transferred to our Portfolio Management segment, and any future fair value adjustments, including interest earned, on these originated loans are reflected in the revenues of our Portfolio Management segment until final disposition.
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Portfolio Management

Our Portfolio Management segment provides product development, loan securitization, loan sales, risk management, servicing oversight, and asset management services to the Company. Our Portfolio Management team acts as the connector between borrowers and investors. The direct connections to investors, provided by our Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer, allows us to innovate and manage risk through better price and product discovery. Given our scale, we are able to work directly with investors and, where appropriate, retain assets on the balance sheet for attractive return opportunities. These retained investments are a source of growing and recurring interest and other servicing-related income. The Portfolio Management segment primarily generates revenue from the net interest income and fair value changes on portfolio assets, monetized through securitization, sale, or other financing of those assets.

Competition

We compete with businesses such as wholesale and retail reverse mortgage and traditional home equity loan origination businesses, including bank and non-bank financial services companies focused on originating reverse mortgages and traditional home equity loan products. In reverse mortgage originations, we are and have been a market leader since certain banks exited the space approximately 15 years ago.

Competition in our industry can take many forms, including the variety of loan programs being made available, interest rates and fees charged for a loan, convenience in obtaining a loan, client service levels, the amount of a loan, and marketing and distribution channels. Certain of our competitor financial institutions typically have access to greater financial resources, have more diverse funding sources with lower costs of capital, and are less reliant on loan sales or securitizations of mortgage loans into the secondary markets to maintain their liquidity. Fluctuations in interest rates and general economic conditions may also affect our competitive position. During periods of rising rates, competitors that have locked in lower costs of capital may have a competitive advantage. Furthermore, a cyclical decline in the industry’s overall level of originations, or decreased demand for loans due to a higher interest rate environment, may lead to increased competition for the remaining loans. Any increase in these competitive pressures could be detrimental to our business.

Intellectual Property

We use a combination of proprietary and third-party intellectual property, all of which we believe maintain and enhance our competitive position and protect our products. Such intellectual property includes owned or licensed trademarks, trademark applications, and domain names. As we continue to expand our product offerings and enhance our digital capabilities, we expect to increase the amount of intellectual property that we use and rely upon to operate our business. The digital capabilities that we continue to build and enhance will in particular be reliant upon a combination of new proprietary and third-party intellectual property. We enter into confidentiality and/or non-competition and non-solicitation agreements or restrictions with our employees, independent contractors, and business partners, and we strictly control access to and distribution of our intellectual property.

Cyclicality and Seasonality

The volume of home-equity based loan originations is affected by consumer demand for home-equity based loans and the market for buying, selling, financing, and/or refinancing residential real estate, which in turn, is affected by the national economy, regional trends, property valuations, interest rates, socio-economic trends, and by state and federal regulations and programs which may encourage/accelerate or discourage/slow-down certain real estate trends. Our business is generally subject to seasonal trends with activity generally decreasing during the winter months. Our lowest revenue and net income levels during the year have historically been in the first quarter, but this is not indicative of future results.

Employees and Human Capital Resources

As of December 31, 2025, we had 784 U.S.-based employees. Of these, there were 782 full-time and two part-time employees. As of December 31, 2025, we also employed 48 contractors in the U.S. and 93 contractors in the Philippines.
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None of our employees are represented by a labor union, and we consider our employee relations to be good. Our long-term success as an organization depends upon our ability to maintain and develop our human capital.

We strive to promote a strong culture across our business that is driven by our core values: (1) be customer obsessed, they are why we exist, (2) raise the bar, (3) take extreme ownership, (4) practice genuine collaboration, and (5) unleash your excellence. These values drive our actions and decisions every day, fostering a culture of trust, collaboration, and excellence and ensuring our employees work together effectively. These objectives are accomplished through an emphasis on training and development and the provision of a comprehensive benefits package with a focus on physical and mental wellness.

Employee Training and Development

We have implemented internal training sessions, development workshops, and messaging to align around and emphasize our core values. These programs explore in detail what each of our core values entails, why it is important, and how employees can take actions to embrace each of our core values in their performance of their roles on a daily basis.

Further, all new employees are assigned a series of training courses during onboarding, spanning topics such as ethics and insider trading, and are required to attest to our core Company policies such as our information security policy. Such policies are also accessible to employees on the Company’s intranet site. New loan officers also participate in a comprehensive six-week instructor-led onboarding program called “Sales Academy” that encompasses practical training, real-time engagement with live leads, and personalized one-on-one coaching to our licensed reverse mortgage originators. This structured onboarding process is carefully crafted to acquaint new hires with the Company’s culture, policies, procedures, systems, and the specifics of their roles and responsibilities. The primary objective is to equip employees with the essential knowledge, skills, and resources needed to adjust quickly to their new work environment, enabling them to make meaningful contributions to the organization’s objectives.

Additionally, we have a robust compliance training program that covers an array of legal and regulatory topics. All consumer-facing employees are assigned required courses that educate them on compliance with consumer protection laws for the industries in which we operate. Required compliance training is reviewed not less than annually by representatives of the Compliance and Legal departments to ensure that necessary topics are included and that courses are assigned to all employees who are required to, or would benefit from, the training.

We also require our entire workforce to complete discrimination and harassment prevention training courses on an annual basis to ensure they understand what constitutes unlawful sexual harassment and discrimination, employees’ rights, and available forums for adjudicating complaints. We send quarterly reminders to employees about the Company’s anonymous hotline and encourage employees to utilize the hotline to report complaints and concerns.

FOA utilizes a modern learning management platform that houses our centralized training and organizational development content. Compliance with consumer protection regulations is supported by robust technology and monitored by our Compliance department.

Employee Benefits and Wellness

We offer many benefits and wellness resources to our employees, including but not limited to our Employee Assistance Program, health insurance, dental insurance, vision insurance, life insurance, pet insurance, identity protection, flexible spending accounts, and 401(k) plans with an employer match. We also offer paid time off or flex time off programs to full-time employees and an employee stock purchase plan. We partner with a leave of absence administration vendor to ensure efficient processing and management of leave requests. We carefully coordinate these available resources and ensure employees are aware of available resources. We also monitor the types of benefits available in the market and consider adding new benefits from time to time in order to better meet the needs of our employees.

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Regulation

Our consumer-facing business markets and provides services through a number of different channels across the U.S. We are subject to extensive regulation by federal, state, and local authorities, and a variety of statutes, rules, regulations, policies, and procedures in various jurisdictions in the U.S. If any of our loans to consumers are found to have been originated in violation of such laws, we could incur losses, which could adversely impact our results of operations, financial condition, and business.

We are required to comply with numerous federal and state consumer protection and other laws, including, but not limited to:

•restrictions on the manner in which consumer loans are marketed, originated, and serviced, including, but not limited to, the making of required consumer disclosures, such as the Truth in Lending Act (“TILA”) (which regulates mortgage loan origination activities, imposes requirements related to advertising, requires certain disclosures be made to mortgagors regarding terms of mortgage financing, and regulates certain mortgage servicing activities), the Home Equity Loan Consumer Protection Act (which amends TILA to require additional disclosures relating to home equity loans and to regulate advertising of home equity loans), the Fair Credit Reporting Act (“FCRA”) (which regulates the use and reporting of information related to the credit history of consumers), the Equal Credit Opportunity Act (“ECOA”) (which prohibits discrimination on the basis of age, race, and certain other characteristics in the extension of credit), the Fair Housing Act (which prohibits discrimination in housing on the basis of race, sex, national origin, and certain other characteristics), the Real Estate Settlement Procedures Act (“RESPA”) (which governs certain mortgage loan origination activities and practices and the actions of servicers related to escrow accounts, transfers, lender-placed insurance, loss mitigation, error resolution, and other customer communications), the Mortgage Acts and Practices Rule (which prohibits deceptive acts and practices in the marketing of mortgage loans), and similar state laws;
•federal laws that require and govern communications with consumers or reporting of public data such as the Gramm-Leach-Bliley Act (“GLBA”), which requires initial and periodic communication with consumers on privacy matters and the maintenance of privacy regarding certain consumer data in our possession, and the Home Mortgage Disclosure Act (“HMDA”), together with its implementing regulations (Regulation C), which requires reporting of certain public loan data;
•federal disclosure requirements including those under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to our publicly-traded Class A Common Stock and our MBS, as applicable;
•state and federal restrictions on the marketing activities conducted by telephone, mail, email, mobile device, or the internet, including the Telemarketing Sales Rule, the Telephone Consumer Protection Act, state telemarketing laws, federal and state privacy laws, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and the Federal Trade Commission Act, and their accompanying regulations and guidelines;
•federal and state laws requiring company, branch, and individual licensing for the solicitation, brokering, or third-party processing of consumer loans, including the Secure and Fair Enforcement for Mortgage Licensing Act;
•the Electronic Fund Transfer Act (which regulates electronic fund transfers to and from individual consumers);
•federal and state laws relating to the retention of records;
•federal and state laws relating to identity theft and elder abuse;
•the Fair Debt Collection Practices Act (the “FDCPA”), which regulates the timing and content of communications on debt collections;
•the California Consumer Privacy Act, which provides California consumers with privacy rights and increases the privacy and security obligations of entities handling certain personal information of such consumers;
•the Servicemembers’ Civil Relief Act;
•the anti-money laundering and counter-terrorist financing provisions of the Bank Secrecy Act, including the USA Patriot Act, which require non-bank lenders to monitor for, detect, and report suspicious activity to the U.S. Treasury’s Financial Crimes Enforcement Network;
•restrictions imposed by the rules promulgated by the Office of Foreign Assets Control; and
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•restrictions imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and current or future rules promulgated thereunder, including, but not limited to, limitations on fees charged by mortgage lenders, mortgage broker disclosures, and rules promulgated by the Consumer Financial Protection Bureau (the “CFPB”), which was created pursuant to Title X of the Dodd-Frank Act, also known as the Consumer Financial Protection Act of 2010 (the “CFPA”).

Consumer Financial Protection Bureau

The CFPB directly impacts the regulation of mortgage loan originations and servicing in a number of ways. First, the CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA and RESPA. Second, the CFPB has supervision, examination, and enforcement authority over consumer financial products and services offered by certain non-depository institutions and large insured depository institutions. The CFPB also has authority, under the Dodd-Frank Act and specifically the CFPA, to prevent unfair, deceptive, or abusive acts and practices in connection with the offering of consumer financial products. The CFPB’s jurisdiction includes those persons originating, brokering, or servicing reverse mortgage loans and traditional home equity loan products and those persons performing foreclosure relief services in connection with such loans.

Investment Company Act Considerations

We conduct our operations so that we are not required to register as an investment company under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. federal government securities and cash items) on an unconsolidated basis (which we refer to as the “40% test”). Excluded from the term “investment securities,” among other things, are U.S. federal government securities and securities issued by majority owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment company set forth in Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

In order to comply with the 40% test, the securities issued by any wholly-owned or majority owned subsidiaries that we may form in the future that are excepted from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities (exclusive of U.S. federal government securities and cash items) we may own, may not have a value in excess of 40% of the value of our total assets (exclusive of U.S. federal government securities and cash items) on an unconsolidated basis. We will monitor our holdings to ensure continuing and ongoing compliance with the 40% test. In addition, we believe that we will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because we will not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting, or trading in securities. Rather, we will be primarily engaged in the non-investment company businesses of our subsidiaries (i.e. originating and acquiring mortgage loans and mortgage-related assets).

There can be no assurance that the laws and regulations governing our Investment Company Act status will not change in a manner that adversely affects our operations. We cannot assure you that the SEC or its staff will not take action that results in our or one or more of our subsidiaries’ failure to maintain an exclusion or exemption from the Investment Company Act. See “Risk Factors—Risks Related to Laws and Regulations—Conducting our business in a manner so that we are exempt from registration under, and in compliance with, the Investment Company Act, may reduce our flexibility and could limit our ability to pursue certain opportunities. At the same time, failure to continue to qualify for exemption from the Investment Company Act could adversely affect us.”

Ongoing Regulatory Oversight

We expect to continue to incur ongoing operational and system costs in order to maintain compliance with these laws and regulations. Furthermore, there may be additional federal or state laws that place additional obligations on originators and servicers of residential loans.
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Because we are not a depository institution, we generally do not benefit from federal preemption of state mortgage lending, loan servicing, or debt collection licensing and regulatory requirements (though we do benefit from federal interest-rate preemption for certain first-lien, dwelling-secured loans under the Depository Institutions Deregulation and Monetary Control Act). Accordingly, we must comply with state laws and licensing requirements in all of the states in which we conduct business. We are licensed as a loan originator in all 50 states and the District of Columbia and also are licensed as a loan servicer in a number of states and jurisdictions in which such licenses are required. We are also subject to an extensive framework of state laws in the jurisdictions in which we do business, and to periodic audits and examinations conducted by the state regulators to ensure compliance with those laws. From time to time, we receive requests from state and other agencies for records, documents, and information regarding our policies, procedures, and practices regarding our mortgage origination and long-term investing business activities, and expect to continue to receive such requests related to certain business we are no longer conducting. We incur significant ongoing costs to comply with these governmental regulations. State attorneys general, state licensing regulators, and state and local consumer protection offices have authority to investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding our operations and activities. Failure to comply with state regulations can result in monetary penalties and license revocation. Some states have special rules that govern mortgage loan servicing practices, such as California’s Homeowner’s Bill of Rights. Failure to comply with these rules can result in delays or rescission of foreclosure and subject the servicer to penalties and damages.

Additional Information

To learn more about Finance of America Companies Inc., please visit our investor-oriented website at www.financeofamericacompanies.com and our consumer-oriented website at www.financeofamerica.com. From time to time, we use our investor-oriented website as a channel of distribution of material Company information. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, available free of charge under the Investor Relations section of our investor-oriented website as soon as reasonably practicable after we electronically file the reports with, or furnish them to, the SEC. Our reports, proxy and information statements, and other information filed electronically with the SEC can also be accessed at www.sec.gov.

Our investor-oriented website also provides access to reports filed by our directors, executive officers, and certain significant stockholders pursuant to Section 16 of the Exchange Act. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and charters for the standing committees of our Board of Directors are available on our investor-oriented website. Any information on our websites is not incorporated by reference into the Form 10-K.

Item 1A. Risk Factors

You should carefully consider the following risk factors together with all of the other information included in this report, including the financial statements and related notes, when deciding to invest in us. The risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations in future periods and are not the only risks facing the Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations in future periods.

Risks Related to the Business of the Company

The Company’s success will depend upon its ability to (1) expand its customer base and acquire and originate loans efficiently while maintaining loan origination quality, (2) finance its loan portfolio, and (3) profitably securitize or otherwise monetize its loan portfolio, all of which will in turn depend upon its ability to manage the unique challenges presented by operating as a business focused on providing home equity-based financing solutions for a modern retirement.

The Company is principally focused on acquiring, originating, and servicing two types of reverse mortgage loans: FHA-insured HECM loans and non-agency reverse mortgage loans, along with certain traditional home equity loan products.
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Generally, the Company securitizes HECM loans into HMBS guaranteed by Ginnie Mae and sells HMBS in the secondary market while retaining the rights to service the HECM loans. When HECM loans are not eligible for securitization into HMBS or are required to be bought out of a pool of HECM loans previously securitized into HMBS, the Company securitizes them into privately placed MBS or holds them for investment. The Company either securitizes non-agency reverse mortgage loans into MBS sold to investors or sells them as whole loans to investors. The Company may also decide to strategically hold certain non-agency reverse mortgage loans for investment. The Company expects to sell traditional home equity loans as whole loans to investors on a servicing released basis. It follows that the Company’s success is driven by the Company’s ability to (1) expand its customer base and acquire and originate loans efficiently while maintaining loan origination quality, (2) finance its loan portfolio, and (3) profitably securitize or otherwise monetize its loan portfolio. In order to do so, the Company will need to be able to manage the challenges presented by operating as a business focused on providing home equity-based financing solutions for a modern retirement.

The Company’s ability to expand its customer base and acquire and originate loans efficiently depends in part upon its ability to develop and offer innovative products to satisfy the needs of the vast and largely underserved U.S. senior population. This will depend upon the Company’s ability to successfully identify the needs of the U.S. senior population and develop attractive products that successfully address those needs. This will also depend upon the Company’s ability to identify and enter into partnerships that enable the Company to develop or otherwise offer additional products to address the needs of the U.S. senior population. Further, before offering a new non-agency product in a state, the Company is required to obtain regulatory approvals required in such state. Currently certain of the Company’s non-agency products are only available in a limited number of states due to the time necessary to obtain regulatory approvals. In certain states, there may be statutory impediments to being able to offer certain products. If the Company experiences delays in obtaining regulatory approvals for non-agency products or is not able to obtain regulatory approvals in certain states, particularly larger states or states with a larger proportional share of seniors, then the Company’s origination volumes for non-agency products, and ultimately its profitability, may be adversely impacted.

The Company’s ability to expand its customer base and to acquire and originate loans efficiently also depends in part upon its ability to communicate its product offerings to the U.S. senior population and mortgage broker partners and its ability to engage and transact with interested customers and mortgage broker partners. The Company will need to continue to successfully develop and implement sales and marketing strategies to communicate the “Finance of America” brand and available offerings. The Company will also need to further develop and leverage digital tools to engage with customers and mortgage broker partners in a modern and user friendly way that improves efficiency and the overall ease of transacting. See “—We may fail to realize the anticipated benefits of the efforts we have undertaken to enhance our marketing and digital capabilities.” This will also depend upon the Company’s ability to identify and enter into partnerships that expand the reach of the Company’s product offerings. See “—We may fail to capitalize on strategic partnerships and our strategic partnerships present additional risks to us.”

As a business principally focused on the home equity-based lending market, the Company will need to be able to successfully manage its liquidity and securitize or otherwise monetize its originated loans profitably. Reverse mortgage loan origination is a “cash-light” business because reverse mortgage borrowers are generally not required to make principal and interest payments until loan maturity, while traditional home equity loan product borrowers are in some cases only required to make interest (but not principal) payments for an initial period. Therefore, there are limited interim cash flows paid to the originator prior to the loans being monetized via a securitization or whole-loan sale. In order to maintain sufficient liquidity to continue to originate new loans and operate our business, the Company relies on the availability of warehouse financings as well as an active secondary market for its loans. Should the Company not be able to maintain sufficient access to warehouse financings or not be able to sell its loans, or MBS backed by its loans, into the secondary market, it could have a material adverse effect on our liquidity, financial condition, performance, and business. See “—Risks Related to Our Lending Business—If we are unable to obtain sufficient capital to meet the financing requirements of our business, or if we fail to comply with our debt agreements, our business, financing activities, financial condition, and results of operations will be adversely affected.” Additionally, in circumstances where the unpaid principal balance (“UPB”) of a HECM loan securitized into HMBS issued pursuant to Ginnie Mae’s existing HMBS program reaches 98% of the maximum claim amount (which is the maximum FHA insurance amount available for a HECM loan), the Company is required under Ginnie Mae guidelines to repurchase such HECM loan from the securitization, which requires the Company to maintain additional liquidity or access to capital (in the form of financing capacity or otherwise).
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The volume of HECM loans that the Company is required to repurchase is expected to increase following the closing of the Company’s acquisition of PHH’s HECM loan servicing portfolio. The Company may also be required to satisfy repurchase demands pursuant to its non-agency loan securitizations and purchase and sale agreements with investors from time to time. If the Company is required to satisfy significant repurchase requirements in excess of its anticipated forecasts, the Company may not have sufficient liquidity or access to capital available to satisfy such demands, which would have a material adverse effect on our business, financial condition, and results of operations. The Company will also need to manage its liquidity and maintain sufficient access to capital to enable the Company to service its existing indebtedness, including to pay amounts due in 2026 with respect to certain debt facilities, and to make dividend payments to the holders of its Series A Preferred Stock. See “—Risks Related to Our Indebtedness—Our substantial leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, or our ability to pay our debts, and could divert our cash flow from operations to debt payments,” “—Risks Related to Our Indebtedness —We are required to repay certain debt facilities in whole or in part in 2026 and such payments will require access to capital, which may not be available from cash flows resulting from our subsidiaries’ operations or from third-party sources on favorable terms, or at all, at the time of repayment, especially in light of current market conditions, which could adversely affect our financial position,” and “—Risks Related to Ownership of our Class A Common Stock—The terms of the Company’s Series A Preferred Stock may materially adversely affect the value and rights of the Company’s Class A Common Stock.”

We may fail to realize the anticipated benefits of the efforts we have undertaken to enhance our marketing and digital capabilities.

The Company continues to take steps to enhance its marketing and digital capabilities. In the first quarter of 2025, we completed the migration of our telephony platform, and we continued to enhance its performance throughout the year. In the second quarter of 2025, the Company launched and transitioned to its new brand platform, “A Better Way with FOA,” alongside the launch of a national advertising campaign, which integrates a mix of traditional and online mediums. In June 2025, the Company launched a digital pre-qualification tool for certain products that can deliver a three-minute pre-qualification experience. In the fourth quarter of 2025, the Company launched “Joy,” an AI-powered customer ambassador chatbot, to provide consumer support over the telephone. The Company is working to expand Joy’s capabilities, including to enable Joy to provide consumer support via the exchange of online instant messages, and has also been working on SMS engagement tools for sales teams. Additionally, in 2025 the Company engaged in efforts to refine the systems used by its mortgage broker partners to improve the efficiency and ease of originations via the TPO channel. The Company anticipates that these efforts to enhance its marketing and digital capabilities will result in certain benefits, including (i) increasing brand and product recognition among customers and mortgage brokers, (ii) improving overall customer experience, and (iii) ultimately raising the Company’s origination volumes. However, the Company may fail to realize the anticipated benefits of these efforts for a variety of reasons, including the following:

•failure to effectively coordinate sales and marketing efforts to communicate the “Finance of America” brand and available offerings to potential customers and the market generally;
•failure to develop and expand reverse mortgage and other product customers, particularly as consumers continue to spend more of their time online and become more technologically savvy;
•failure to connect with potential customers over the telephone due to increasingly aggressive call screening technologies being implemented by telephony providers and telephone manufacturers;
•failure to reach potential customers with marketing initiatives such as online advertising, website presentation, social media campaigns, television commercials, and/or direct mail;
•failure to efficiently allocate marketing resources, including balancing spend for real-time impressions with efforts to provide continuing consumer education in order to develop customer relationships;
•failure to identify opportunities for technology and system improvements;
•failure to successfully develop and/or implement innovative technologies and technological and system improvements in a cost-efficient and time-efficient manner;
•failure to effectively utilize enhanced technological and system capabilities;
•failure to adequately monitor, test, supervise, and maintain newly integrated technologies;
•failure of AI-powered borrower engagement tools to accurately understand, interpret, or appropriately respond to borrower inquiries;
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•failure to maintain an appropriate balance between automated and human-assisted customer interactions, which could adversely affect borrower trust, relationship development, and customer retention; and
•failure to mitigate expanded risks that may be presented by new technologies.

See “—Our capital investments in technology may not achieve anticipated returns” and “—We are incorporating AI technologies into our processes. These technologies may present business, compliance, and reputational risks.”

We may fail to capitalize on strategic partnerships and our strategic partnerships present additional risks to us.

The Company is pursuing strategic partnerships to enhance and expand the reach of its product offerings. In October 2025, the Company announced a strategic partnership with Better, which includes the Company offering certain traditional home equity loan products through Better’s AI platform and serving as Better’s reverse mortgage origination partner, with the goal of ultimately allowing the Company to integrate its reverse mortgage products into a unified digital experience. In November 2025, the Company announced an agreement between FAR and PHH for FAR to acquire PHH’s HECM loan servicing portfolio, pipeline of reverse mortgage loans, and certain other reverse mortgage assets and bring select members of PHH’s experienced origination team onto FAR’s platform. Following the transaction, the Company will engage with PHH to make its non-agency second lien reverse mortgage loan product available to PHH’s eligible traditional mortgage customers. The Company anticipates pursuing partnerships with additional mortgage servicers in the future to make its non-agency second lien reverse mortgage loan product available to their eligible traditional mortgage customers. In December 2025, the Company announced a strategic partnership with funds managed by Blue Owl, which includes a joint innovation and product-development initiative focused on the continuous rollout of new, differentiated financial products tailored for people looking to maximize freedom, security, and opportunity throughout their retirement. The Company anticipates that strategic partnerships of this nature will enable the Company to offer new and attractive products to better serve its customer base, more effectively communicate its product offerings within the addressable market of U.S. seniors, significantly broaden the reach of the Company’s products, and ultimately raise the Company’s origination volumes. However, the Company may fail to realize the anticipated benefits of these efforts for a variety of reasons, including the following:

•failure to identify and accurately assess the opportunities and risks presented by potential partners to determine which potential partnerships to pursue;    
•failure to efficiently negotiate the terms of and ultimately enter into agreements with new partners;
•failure to successfully coordinate and manage relationships with partners to effect initial development and launch of products and strategies and ensure continued effectiveness of such products and strategies;
•failure to utilize resources and capitalize on opportunities that become available due to new partnerships;
•failure to integrate and successfully offer new products that the Company does not have prior experience offering, such as traditional home equity loan products; and
•failure to effectively communicate available offerings to and engage with potential customers introduced via new partnerships.

Further, strategic partnerships present additional counterparty risk to us. A partner may experience financial distress, strategic changes, or other adverse developments that could limit their ability or willingness to perform under our agreements, reduce the anticipated benefits of such partnerships, or require us to incur additional costs to replace or restructure such arrangements. Further, a partner may engage in conduct, either in connection with our partnership or separate from our partnership, that is inconsistent with applicable law, our policies, or generally accepted standards for customer treatment. Such conduct could result in regulatory scrutiny, litigation, customer complaints, or reputational harm to us, even if we are not directly responsible for such conduct. In addition, our partners may experience data security incidents, system intrusions, or unauthorized access to sensitive customer information, which could expose us to legal, regulatory, financial, and reputational risks. See “—A security breach or a cyber-attack could adversely affect our results of operations and financial condition.”

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While we generated net profits in 2025 and 2024, we have a recent history of net losses and we may not maintain profitability in the future due to the risks and uncertainties associated with operating as a business focused on providing home equity-based financing solutions for a modern retirement.

We generated net profits of $103.0 million and $35.7 million for the years ended December 31, 2025 and 2024, respectively. However, we generated net losses in each of the three preceding years and our accumulated deficit was $653.7 million as of December 31, 2025.

Our ability to maintain profitability will depend on our future expenses and our ability to generate revenue, which are difficult to predict due to the risks and uncertainties associated with operating as a business focused on providing home equity-based financing solutions for a modern retirement, as outlined herein. Operating our business may be more costly than we anticipate and may not result in the revenue growth that we expect. If we incur losses again in the future, such future losses will have an adverse effect on our stockholders’ equity and liquidity. If we are unable to sustain profitability, the market price of our Class A Common Stock may significantly decrease and our ability to raise capital, expand our business, or continue our operations may be impaired.

Our business is significantly impacted by changes in interest rates. Changes in prevailing interest rates due to U.S. monetary policies or other macroeconomic conditions that affect interest rates may have a detrimental effect on our operations, financial performance, and earnings.

Our operations, financial performance, and earnings are significantly impacted by prevailing interest rates, which are in turn affected by U.S. monetary policies and macroeconomic conditions such as inflation fluctuations, recessions, consumer confidence, and demand. Inflation rates increased significantly during the course of 2022 and remained relatively high compared to historical averages in 2023 and, to a lesser extent, 2024, though inflation rates in the second half of 2024 and in 2025 were lower relative to those experienced in prior recent periods. In response to these high inflation rates, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) increased interest rates eleven times over the course of 2022 and 2023, which negatively impacted the demand for mortgage financing, our loan production volume, and our overall revenues. The Federal Reserve did subsequently decrease interest rates three times during the final four months of 2024 and an additional three times during the final four months of 2025, but there can be no assurance as to whether there will be additional interest rate reductions in 2026, particularly in light of recent geopolitical events such as the recently escalating attacks between the U.S. and Iran. Our revenues were $394 million in fiscal year 2024 and $497 million in fiscal year 2025. Our revenues specific to the Retirement Solutions segment were $206 million in fiscal year 2024 and $253 million in fiscal year 2025. Inflation rates may remain relatively high for an extended period of time, which may in turn result in a sustained period of higher interest rates. In addition, interest rates and the liquidity of the MBS (including the HMBS) market may be impacted by the Federal Reserve increasing the federal funds rate, tapering MBS purchases, or selling MBS or by other governmental actions such as President Trump’s January 2026 directive to the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to purchase $200 billion in MBS.

Our financial performance and profitability is directly affected by changes in prevailing interest rates. An increase in prevailing interest rates could:

•adversely affect our loan production volume, as taking out a new loan or refinancing an existing loan would be less attractive and qualifying for a loan may be more difficult;
•increase the cost of servicing our outstanding debt, including debt related to servicing assets and financing our loan production, and make it more challenging to refinance existing debt on favorable terms;
•make new securitizations or re-securitizations less economically feasible; and
•reduce the value of the assets on our balance sheet due to higher costs of financing.

A decrease in prevailing interest rates could:

•cause an increase in the expected volume of new loans and loan refinancings, which would negatively impact the fair value of our mortgage servicing rights (“MSR”) and residual securities; and
•reduce our earnings from our custodial deposit accounts.

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Furthermore, borrowings under our warehouse lines of credit and MSR and servicing advance facilities are at variable rates of interest, which also expose us to interest rate risk. When interest rates increase, our debt service obligations on this variable rate indebtedness increase, even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, correspondingly decreases.

Any of the increases or decreases discussed above could have a material adverse effect on our business, financial condition, liquidity, and results of operations.

Our geographic concentration could materially and adversely affect us if the economic conditions in our current markets should decline or if our current markets are impacted by natural disasters.

As of December 31, 2025, 44% of our reverse mortgage loans (by unpaid principal balance) were secured by properties in the state of California. As a result of this geographic concentration, the size and quality of our loan portfolio, which impacts our ability to collect origination fees, monetize our originated loans, and collect on the loans we hold, are largely dependent on economic conditions in California. Adverse changes in the California economy may be caused by inflation, recession, unemployment, state or local real estate laws and regulations, or other factors beyond our control. Such adverse changes could disproportionately impact the demand for our products and services as compared to other lenders with more geographically diversified operations, impacting the size of our loan portfolio and, accordingly, negatively affecting the results of our operations. Adverse changes in the California economy could also result in decreases in real estate values in California, adversely impacting the value of the properties used as collateral for loans to our borrowers. If the value of such properties decreased, it may in turn make the related loans less attractive to investors and therefore more difficult to monetize. Due to the non-recourse nature of reverse mortgage loans, we may ultimately incur losses on any such reverse mortgage loans that we hold to maturity if the decreased value results in the property being sold for less than the loan balance at maturity, though such risk is mitigated in the case of HECM loans due to our ability to assign HECM loans to HUD or collect proceeds from FHA loss claims. Further, such adverse economic changes may adversely impact the ability of our borrowers to make timely payments in respect of home maintenance costs such as taxes and insurance and otherwise comply with the conditions of their loans, which could result in an increase in defaults and in turn faster maturities and increased risk of losses on such loans.

In addition, properties located in California may be more susceptible to certain natural disasters, such as wildfires, earthquakes, and mudslides. For example, in January 2025 a series of wildfires started in the Los Angeles, California metropolitan area and spread quickly, causing damage to and/or destroying a significant number of properties. We require borrowers to have standard hazard insurance policies in place that generally cover damages caused by fires in an amount not less than one hundred percent (100%) of the insurable value of the mortgaged property, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis. However, with respect to mortgaged properties in California, if the related insurer determines there is a heightened risk of property damage due to wildfires, such insurer may elect not to renew the related hazard policies or may charge higher premiums. This may result in an increase in lapsed policies or insufficient coverage and an increase in expenses for our Company as servicer, as we generally force-place hazard insurance, with coverage retroactive to the date of last known coverage to avoid a gap in coverage for any time period. We, in conjunction with our Subservicer, actively monitor hazard claims with respect to properties impacted by natural disasters to ensure customer satisfaction and that properties are restored to pre-damage condition, with flexibility to assist with alternative resolution paths. However, no assurance can be given as to whether the Company will be successful in its servicing strategy and minimizing losses in respect of loans impacted by natural disasters. Further, certain natural disasters are not covered by standard hazard insurance, such as earthquakes. Even for properties located in an earthquake prone area, we and other lenders in the market area may not require earthquake insurance as a condition of making a loan. If there is a major earthquake, fire, mudslide, or other natural disaster, we face the risk that many of our borrowers may experience uninsured property losses and other adverse economic consequences, which could in turn have a material and adverse impact on our business, as further described under “—Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events, which may increase in frequency or severity as a result of global climate change, and to interruption by man-made issues such as strikes, wars, and civil unrest.”

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Our capital investments in technology may not achieve anticipated returns.

Our business is becoming increasingly reliant on technology investments and the returns on these investments are not always predictable. We are currently making, and will continue to make, significant technology investments to support our service offerings and to implement improvements to our customer-facing and mortgage broker-facing technology and information processes in order to more efficiently operate our business, improve the experience of our customers and mortgage broker partners, and ultimately remain competitive and relevant to our customers and mortgage broker partners. For example, in June 2025 we launched a digital pre-qualification tool for certain products and in the fourth quarter of 2025 we launched “Joy,” our AI-powered customer ambassador telephone chatbot, to provide consumer support over the telephone. We are working to expand Joy’s capabilities, including to enable Joy to provide consumer support via the exchange of online instant messages, and have also been working on SMS engagement tools for sales teams. Additionally, in 2025 we engaged in efforts to refine the systems used by our mortgage broker partners to improve the efficiency and ease of originations via our TPO channel. These technology initiatives might not provide the anticipated benefits or may provide them on a delayed schedule or at a higher cost. Selecting the wrong technology, failing to adequately support development and implementation, or failing to adequately oversee third-party service providers could result in damage to our competitive position and adversely impact our business, financial condition, and results of operations.

We are incorporating AI technologies into our processes. These technologies may present business, compliance, and reputational risks.

Recent technological advances in AI and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer. At the same time, use of AI has recently become the source of significant media attention and political debate. The introduction of these technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. Some states, such as Colorado, have enacted comprehensive laws relating to the deployment and development of certain AI systems. Additional states may adopt laws relating to AI in the future. The CFPB and HUD have also provided commentary regarding the use of AI and may take further actions in relation to the regulation of the use and development of AI in the future. We will need to ensure that our use of AI is in compliance with applicable regulatory requirements as they develop. See “—Risks Related to Laws and Regulations—We operate in a heavily regulated industry, and our loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state, and local levels.” In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. The use of AI can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies and the risk that using such technologies could result in leakage of our confidential information.

We account for the majority of our assets and liabilities at fair value, which is determined using financial models that are based on market inputs and model assumptions. If market inputs or model assumptions change, we may be required to write down the value of these assets or write up the value of these liabilities, which could adversely affect our business, financial condition, and results of operations.

The fair value inputs of many of our assets and liabilities in our portfolio are not readily observable. To determine the fair value of certain of our assets and liabilities, including warrants, our mortgage loans held for sale, MSR, derivative assets and liabilities, HMBS related obligations, and nonrecourse debt for purposes of financial reporting, we use financial models that utilize, wherever possible, market participant data. We also use models to estimate the change in value of loans held for investment due to market or model input assumptions as an add back to calculate Adjusted Net Income and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the models are complex because of the high number of variables that drive cash flows in each of the respective assets and related liabilities.

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Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the time of our financial statements. Further, some of our loans and financial assets held for investment do not trade in an active market with readily observable prices and therefore, their fair value is determined using valuation models that calculate the present value of estimated net future cash flows using estimates of draws or advances, prepayment speeds, home price appreciation, forward interest rates, loss rates, discount rates, cost to service, interest from collected deposits, contractual servicing fee income, and ancillary income.

Fair value determinations require many assumptions and complex analyses, especially to the extent there are not active markets for identical assets. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of the models. In particular, models are less dependable when the economic environment is outside of historical experience, as was the case from 2008-2010 and during the COVID-19 pandemic.

As a result of the foregoing, valuations are inherently uncertain and may fluctuate over short periods of time, especially during periods of elevated market volatility. This is particularly the case with respect to the fair values of the Company’s assets and liabilities that are classified as Level 3 in the fair value hierarchy used by the Company due to the fact that unobservable inputs are significant to their fair value measurement. See Note 5 - Fair Value in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. Our determination of fair value with respect to these assets and liabilities may differ from the fair value that would have been determined if a readily observable market for these types of assets and liabilities existed. If the assumptions we use in our models prove to be inaccurate, if market conditions change, or if errors are found in our models or weaknesses in our model governance, we may be required to write down the value of certain of our assets or we may be required to write up the value of certain of our liabilities, which could adversely affect our business, financial condition, and results of operations. The fair value of the assets and liabilities related to our securitizations rely on forward rates of interest. Further, the durations of assets and liabilities may not match, resulting in sensitivities to specific portions of the forward curve for interest rates. If these assumptions prove to be wrong or the market for interest rates changes, we may be required to write down the net value of our assets related to our securitizations.

We continue to monitor the markets and make necessary adjustments to our models and apply appropriate management judgment in the interpretation and adjustment of the results produced by our models. This process takes into account updated information while maintaining controlled processes for model updates, including model development, testing, independent validation, and implementation. As a result of the time and resources, including technical and staffing resources, that are required to perform these processes effectively, it may not be possible to replace existing models quickly enough to ensure that they will always properly account for the impacts of recent information and actions.

Our business could suffer if we fail to attract, or retain, highly skilled employees. In addition, our success depends on the continuing efforts of our founder and chairman, executive management team, and key personnel.

Our future success will depend on our ability to identify, hire, develop, motivate, and retain highly qualified and skilled personnel for all areas of our organization. Trained and experienced personnel in the mortgage industry are in high demand and may be in short supply, particularly those with training and experience specific to home equity-based financial products such as reverse mortgages. Companies with which we compete may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. We may not be able to attract, develop, and maintain the skilled workforce necessary to operate our businesses, and labor expenses may increase as a result of a shortage in the supply of qualified personnel.

Additionally, the experience of our founder and chairman and members of our executive management team is a valuable asset to us. Our key personnel have significant experience in the financial services industry and would be difficult to replace. Disruptions in management continuity could result in operational or administrative inefficiencies and added costs, which could adversely impact our business, financial condition, and results of operations, and may make recruiting for future management positions more difficult or costly. We cannot assure you that we will be able to attract and retain key personnel or members of our executive management team, which may impede our ability to implement our current strategy or take advantage of strategic acquisitions or other growth opportunities that may be presented to us, which could materially affect our business, financial condition, and results of operations.
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Finally, effective succession planning is also important to our future success. If we fail to ensure the effective transfer of knowledge and smooth transitions involving members of our executive management team and key personnel, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be materially adversely affected.

Our failure to implement and maintain effective internal controls over financial reporting could require us to restate financial statements and cause investors to lose confidence in our reported financial information.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NYSE and NYSE Texas. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs; make some activities more difficult, time-consuming, and costly; and place significant strain on our personnel, systems, and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

In order to develop, maintain, and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight. Our internal controls, including any new controls that we develop, may become inadequate because of changes in conditions in our business. Weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. Any failure to maintain effective disclosure controls and internal controls over financial reporting could have a material and adverse effect on our business, results of operations, and financial condition; investor confidence in our reported financial information; and the trading price of our securities. See “—Risks Related to Ownership of our Class A Common Stock—The Company incurs significant expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition, and results of operations,” “—Risks Related to Ownership of our Class A Common Stock—The Company may not be able to effectively continue to implement and maintain controls and procedures required by the Sarbanes-Oxley Act that are applicable to us,” and “—Risks Related to Ownership of our Class A Common Stock—If we experience material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, and the price of our securities may decline.”

We may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring or investing in a company or business, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls, and security environment.

We may from time to time identify opportunities to acquire another company or business. The risks associated with acquisitions include, among others:

•failing to identify or adequately assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring or investing in a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls, and information security environment;
•significant costs and expenses, including those related to retention payments, equity compensation, severance pay, intangible asset amortization and asset impairment charges, assumed litigation, and other liabilities, and legal, accounting, and financial advisory fees;
•unanticipated issues in integrating information, management style, controls and procedures, servicing practices, communications, and other systems including information technology systems;
•unanticipated incompatibility of purchasing, logistics, marketing, and administration methods;
•failing to retain key employees or clients;
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•inaccuracy of valuation and/or operating assumptions supporting our purchase price; and
•representation and warranty liability relating to a target’s previous lending activities.

Before making acquisitions, we conduct due diligence that we deem reasonable and appropriate based on the known facts and circumstances applicable to each acquisition, and we negotiate purchase agreements which we believe adequately protect us from undisclosed—and frequently, disclosed—existing liabilities. Nevertheless, we cannot be certain that the due diligence investigation that we carry out with respect to any acquisition opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating the target. As a result, we may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring, investing in, or partnering with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls, and security environment.

The success of our acquisitions is dependent, in part, on our ability to integrate, grow, and scale the newly acquired business into our Company efficiently, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

A security breach or a cyber-attack could adversely affect our results of operations and financial condition.

We collect and store certain personal and financial information from customers, employees, and other third parties. Security breaches or cyber-attacks involving our systems or facilities, or the systems or facilities of our service providers, could expose us to a risk of loss of personally identifiable information of customers, employees, and third parties or other confidential, proprietary, or competitively sensitive information, which could potentially have an adverse impact on our future business with current and potential customers, results of operations, and financial condition. A breach involving personally identifiable information of consumers could in particular be detrimental to the Company’s reputation and subject the Company to regulatory and consumer-facing obligations, which could have a material adverse effect on the Company. We could also be subjected to cyber-attacks, such as ransomware, that could result in slow performance and loss or temporary unavailability of our information systems, adversely affecting our operational efficiency and ultimately our results of operations and financial condition. Other mortgage lenders and servicers and other mortgage industry participants have in the past been the subject of cyber-attacks resulting in data breaches and temporary unavailability of information systems. For example, in November 2025, Situs AMC Holdings Corporation (“SitusAMC”), a third-party vendor, announced that a data breach had occurred, affecting accounting records, legal agreements, and customer records relating to SitusAMC’s clients, including records associated with due diligence activities in the residential mortgage sector. The Company uses certain of SitusAMC’s services and received notice from SitusAMC that it is possible that Company data was involved in the data breach. While SitusAMC subsequently informed the Company that no consumer personally identifiable information or sensitive confidential information attributable to the Company was involved in the data breach, the scope of the data breach and whether any Company data was involved is still being assessed. At this time, the Company has not been informed of, and is not otherwise aware of, any data relating to it or its loans that has been affected by the data breach. Mortgage lenders, servicers, and other mortgage industry participants may continue to be targeted in such attacks in the future. Globally, cyber-attacks are expected to continue accelerating in both frequency and sophistication with increasing use by malicious actors of tools and techniques that could hinder our ability to identify, investigate, and recover from incidents. Such attacks may also increase as a result of retaliation by members of foreign countries in response to actions taken by the U.S. in connection with geopolitical conflicts in many parts of the world, such as the ongoing Ukraine-Russia war and the conflicts in the Middle East, including the recently escalating attacks between the U.S. and Iran. Furthermore, our employees operate under a hybrid workforce model and such model may be more vulnerable to security breaches.

We rely on encryption and other information security technologies licensed from third parties to provide security controls necessary to help in securing online transmission of confidential information pertaining to customers, employees, and other aspects of our business. A failure in our information security technologies may result in a compromise or breach of the technology that we use to protect sensitive data. A party who is able to circumvent our security measures by methods such as hacking, fraud, trickery, or other forms of deception could access sensitive personal and financial information or cause interruption in our operations. We are required to expend capital and other resources to protect against such security breaches or cyber-attacks or to remediate problems caused by such breaches or attacks. Our security measures are reasonably designed to protect against security breaches and cyber-attacks, but our failure to prevent such security breaches and cyber-attacks could subject us to liability, regulatory action, decrease our profitability, and damage our reputation.
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Even if a failure of, or interruption in, our systems or facilities is resolved timely or an attempted cyber incident or other security breach is successfully avoided or thwarted, it may require us to expend substantial resources or to take actions that could adversely affect customer satisfaction or behavior and expose us to reputational harm.

Information security risks have increased because of the increasing industry-wide reliance on technologies, including mobile devices, that are connected over the internet and used to process data and conduct financial and other business transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists, and others. We may not be able to anticipate or implement effective preventative measures against all security breaches of these types, especially because new vulnerabilities emerge daily, uses change frequently, and attacks can originate from a wide variety of sources. The occurrence of any of these events could adversely affect our business, results of operations, and financial condition.

Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm, and adversely impact our results of operations and financial condition.

We are dependent on the secure, efficient, and uninterrupted operation of our technology infrastructure, including computer systems, related software applications, and data centers, as well as those of certain third parties and affiliates. Our websites and computer/telecommunication networks must accommodate a high volume of traffic and deliver frequently updated information, the accuracy and timeliness of which is critical to our business. Our technology must be able to facilitate a loan application experience that equals or exceeds the experience provided by our competitors. Further, we leverage automated digital tools to improve efficiency and the overall ease of transacting. We have or may in the future experience service disruptions and failures caused by system or software failure, fire, power loss, telecommunications failures, team member misconduct, human error, computer hackers, computer viruses and disabling devices, malicious or destructive code, denial of service or information, as well as natural disasters, terrorism, war, health pandemics, and other similar events, and our disaster recovery planning may not be sufficient for all situations. This is especially applicable post the COVID-19 pandemic and the shift we have experienced in having most of our employees work from their homes, as our employees access our secure networks through their home networks. The implementation of technology changes and upgrades to maintain current and integrate new technology systems may also cause service interruptions. Any such disruption could interrupt or delay our ability to provide services to our clients and loan applicants, and could also impair the ability of third parties to provide critical services to us.

Reputational harm, including as a result of our actual or alleged conduct or public opinion, could adversely affect our business, results of operations, and financial condition.

Reputational risk is inherent in our business. Negative public opinion can result from our actual or alleged conduct in any number of activities, including marketing, loan origination, loan servicing, debt collection practices, corporate governance, and other activities. Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from adverse actions taken by rating agencies, from adverse reports published by analysts, from consumer complaints, including in the CFPB complaints database, from litigation filed against us, from media coverage, whether accurate or not, and from action or inaction on the part of third parties with whom we partner or otherwise do business. See “—Risks Related to Laws and Regulations—We are subject to legal proceedings, federal or state governmental examinations, and enforcement investigations from time to time. Some of these matters are highly complex and slow to develop, and results are difficult to predict or estimate.” The reverse mortgage origination business as a whole had reputational issues arise after 2007, when home values were decreasing nationwide, and the only products available to consumers were HECM loan products. Prior to 2015, HECM loan products were not underwritten to confirm the ability of borrowers to pay taxes and insurance; while the proceeds provided initial cash benefits to the borrowers, if they ultimately were unable or unwilling to pay property taxes and insurance, foreclosures for default would result, and eventually the reverse mortgage borrowers would be evicted. In addition, for various reasons, borrowers would sometimes not have their spouses as co-borrowers on the reverse mortgage loan, with the result that when the borrower died, the non-borrowing spouse would be facing a due and payable balance, which they often were not able to refinance. Because absent an event of default, reverse mortgage loans only become due and payable upon the death of the borrower, and the estate or heirs may not be engaged in the post-termination resolution of the reverse mortgage, reverse mortgages end with foreclosure more often than traditional mortgages.
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Those public filings are aggregated and come under scrutiny by agenda-driven groups who may not understand that the borrower is not being evicted and simply believe they have spotted a pattern of foreclosure for this type of loan. These issues led to adverse publicity in the reverse mortgage industry.

The issuance of specific regulations and guidance requiring that borrowers be clearly informed regarding their obligations to pay taxes and insurance during the application process and the requirement of “financial assessment” by HUD starting in 2015 have greatly decreased the risks of default due to failure to pay taxes and insurance. HUD also provided clear guidance regarding both underwriting and servicing of loans involving non-borrower spouses, significantly decreasing the risks of those situations. Borrower counseling by a HUD-approved counseling agency is required on HECM loans. FAR also requires pre-application counseling by a HUD-approved counseling agency for its non-agency reverse mortgages, and also underwrites these loans for the borrower’s willingness and ability to pay property taxes and hazard insurance premiums. For its non-agency second lien product, FAR also reviews the borrower’s payment history with respect to the first lien mortgage loan on the related mortgaged property as part of its underwriting process. For its non-agency reverse mortgages, FAR has more latitude to employ a variety of loss mitigation solutions to avoid foreclosure when the borrower is still living in the home and to address circumstances where the borrower has passed away while the non-borrowing spouse continues to live in the home (though unlike the HECM program FAR does not provide for a lifetime lease to non-borrowing spouses in connection with its non-agency reverse mortgage loans). Nevertheless, there may be situations where foreclosure is the only resolution to the loan. Further, with respect to the non-agency second lien reverse mortgage product, FAR may be limited in being able to offer loss mitigation solutions if the borrower has defaulted under their first lien mortgage loan, as the first lien mortgage loan lender typically manages the resolution and foreclosure process in such circumstances. Foreclosures where the reverse mortgage borrower or their non-borrowing spouse is still living in the home—or even when they are no longer occupying the home—may lead to increased reputational risk. Negative publicity due to actions by other reverse mortgage lenders could cause regulatory focus on our business as well. In addition, the CFPB has historically closely scrutinized reverse mortgage marketing practices, publishing a 2015 study on this topic and entering into a number of public consent orders with reverse mortgage lenders over their marketing practices.

Large-scale natural or man-made disasters may lead to further reputational risk in the servicing area. Mortgaged properties are generally required to be covered by hazard insurance in an amount sufficient to cover repairs to or replacement of the residence. However, when a large scale disaster occurs, the demand for inspectors, appraisers, contractors, and building supplies may exceed availability, insurers and mortgage servicers may be overwhelmed with inquiries, mail service and other communications channels may be disrupted, borrowers may suffer loss of employment and unexpected expenses which cause them to default on payments and/or render them unable to pay deductibles required under the insurance policies, and widespread casualties may also affect the ability of borrowers or others who are needed to effect the process of repair or reconstruction or to execute documents. Loan originations may also be disrupted, as lenders are required to reinspect properties that may have been affected by the disaster prior to funding. In these situations, borrowers and others in the community may believe that servicers and originators are penalizing them for being the victims of the initial disaster and making it harder for them to recover, potentially causing reputational damage to us. Further, if there are significant defaults in the mortgage portfolio that we service as a result of natural or man-made disasters, there are likely to be increased numbers of loans upon which we will be required to foreclose. Larger numbers of foreclosures will increase reputational risk in the mortgage area.

Moreover, the proliferation of social media websites as well as the personal use of social media by our employees and others, including personal blogs and social network profiles, also may increase the risk that negative, inappropriate, or unauthorized information may be posted or released publicly that could harm our reputation or have other negative consequences, including as a result of our employees interacting with our customers in an unauthorized manner in various social media outlets.

In addition, our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition, and other subjective qualities. Negative perceptions or publicity regarding these matters—even if related to seemingly isolated incidents, or even if related to practices not specific to the origination or servicing of loans, such as debt collection—could erode trust and confidence and damage our reputation among existing and potential clients.
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In turn, this could decrease the demand for our products, increase regulatory scrutiny, and detrimentally affect our business, financial condition, and results of operations.

Climate change, climate change-related regulation, and focus on environmental, social, and governance (“ESG”) issues may adversely affect our business and financial results and damage our reputation.

Recently, there has been growing concern from advocacy groups, government agencies, and the general public over the effects of climate change on the environment. Transition risks, such as government restrictions, standards, or regulations intended to reduce greenhouse gas emissions and potential climate change impacts, are emerging and may increase in the future. Evolving ESG rules, regulations, and stakeholder expectations have resulted in increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Developing and acting on initiatives within the scope of ESG, and collecting, measuring, and reporting ESG related information and metrics can be costly, difficult, and time consuming and is subject to evolving reporting standards, including climate-related reporting requirements that the SEC may pursue, new climate disclosure rules adopted by the state of California, and similar proposals by other U.S. regulatory bodies. Such restrictions and requirements could increase our costs or require additional technology and capital investment, which could adversely affect our results of operations.

Additionally, ESG and other sustainability matters and the adequacy of our response and disclosures relating to these matters could harm our business, including in areas such as diversity, equity, and inclusion, human rights, climate change and environmental stewardship, support for local communities, corporate governance, and transparency. Increasing governmental, investor, and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, labor, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. Further, various third-party organizations have developed ratings processes or second party opinions (“SPOs”) for evaluating companies on their approach to ESG matters. FAR has received an SPO in connection with certain of its non-agency loan securitizations. These third-party ESG ratings may be used by some investors to assist with their investment and voting decisions. Any unfavorable ESG ratings or SPOs may lead to reputational damage and negative sentiment among our investors and other stakeholders. These factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows. Conversely, anti-ESG sentiment has gained some momentum across the U.S. Failure to successfully manage divergent ESG-related expectations across stakeholders could erode stakeholder trust, impact our reputation, and adversely affect our business. If we are unable to adequately address such ESG matters or we fail or are perceived to fail to comply with all laws, regulations, policies, and related interpretations, it could negatively impact our reputation and our business results.

Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events, which may increase in frequency or severity as a result of global climate change, and to interruption by man-made issues such as strikes, wars, and civil unrest as well as health pandemics and epidemics.

Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events. As the effects of climate change increase, we expect the frequency and impact of weather and climate related events and conditions to increase as well. Such events may cause damage to our systems or operations if they were to impact areas where a significant number of our employees are located. We believe such risk is somewhat mitigated due to the lack of concentration of our employees or business in one building or metro area; however, this geographic diversity may make us more vulnerable to disruptions in technology. See “—Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm, and adversely impact our results of operations and financial condition.”

Further, natural catastrophic events could result in damage to the properties of our borrowers collateralizing our loans. While the geographic distribution of our borrowers somewhat limits our physical climate risk, the impact of such events would be exacerbated if such events were to occur in areas where a significant number of our borrowers are located.
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See “—Our geographic concentration could materially and adversely affect us if the economic conditions in our current markets should decline or if our current markets are impacted by natural disasters.” Mortgaged properties securing the loans that we originate are required to be covered by hazard insurance customary to the area in which the property is located, however, there could be circumstances where insurance premiums have not been timely paid or the insurance coverage otherwise fails or is insufficient (for example, the National Flood Insurance Program has a cap of $250,000). Further, in certain areas, such as California, earthquake insurance is not required by HUD or other lenders generally. Additionally, as the risk and severity of weather-related natural disasters potentially increases due to climate change, it may become more difficult for borrowers to obtain affordable insurance. If a property relating to a loan held by us were to incur uninsured damage, it may be difficult to effectively monetize such loan via a sale or securitization. Due to the non-recourse nature of reverse mortgage loans, we may ultimately incur losses on a reverse mortgage loan if damage results in the property being sold for less than the loan balance at loan maturity. In the case of a HECM loan, we may also incur losses when a loan matures prior to the completion of repairs following a natural disaster, because we are required to reduce our claim to the FHA by the unrepaired damage amount. If properties relating to loans we have already sold or securitized were damaged, we would be exposed to such losses generally only if we had breached a representation or warranty under the related purchase and sale agreement. However, in cases where we have retained some credit risk, we could suffer losses. In addition, natural catastrophic events often lead to increased delinquencies and increased servicing advances, which create additional risk for us. Natural catastrophic events may also result in longer timelines to liquidate loans at maturity or to assign HECM loans to HUD.

In addition, strikes, war, and other geopolitical unrest as well as health pandemics and epidemics, such as the COVID-19 pandemic, could cause disruptions in our business and lead to interruptions, delays, or loss of critical data. We may not have sufficient protection or recovery plans in certain circumstances, and our business interruption insurance may be insufficient to compensate us for losses that may occur. These types of catastrophic events may also affect loans pending origination that have been rate-locked and loans that we are holding for sale or investment. For example, our gains in connection with securitizations and loans sales, the cost of capital to our Company, and the value of our assets may be adversely affected due to economic or industry sector downturns, geopolitical tensions arising out of wars such as Russia’s ongoing war with Ukraine or the ongoing conflicts in the Middle East (including the recently escalating attacks between the U.S. and Iran), and any prolonged occurrence of infectious disease or other adverse public health developments. Restrictions and regulations that result from conflicts and public health events may be complex and frequently changing, and they may impose additional legal compliance costs or business risks associated with our operations. Any escalation in such conflicts or events could lead to disruption, instability, and volatility in global markets and industries that could negatively impact our business, results of operations, and financial condition.

Our risk management efforts may not be effective.

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational and legal risks related to our business, assets, and liabilities. We are also subject to various laws, regulations, and rules that are not industry specific, including employment laws related to employee hiring, termination, and pay practices; health and safety laws; environmental laws; and other federal, state, and local laws, regulations, and rules in the jurisdictions in which we operate. The Company maintains policies and procedures for compliance with various laws and risk management efforts. Our risk management policies, procedures, techniques, and any updates thereof may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified, or identify additional risks to which we may become subject in the future.

As a result of the application of the acquisition method of accounting in connection with business combinations, the historical consolidated financial statements of the Company are not necessarily indicative of the Company’s future results of operations, financial position, and cash flows, and the Company has recognized, and may recognize in the future, impairment charges related to goodwill, identified intangible assets, and fixed assets.

In accordance with Accounting Standards Codification 350, Intangibles-Goodwill and Other, to the extent goodwill and intangible assets are recorded on the statement of financial condition, the Company is required to test goodwill and any other intangible assets with an indefinite life for possible impairment on an annual basis and on an interim basis if there are indicators of a possible impairment. The Company will also be required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment. There is significant judgment required in the analysis of a potential impairment of indefinite and definite-lived assets.
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If, as a result of a general economic slowdown, deterioration in one or more of the markets in which the Company operates or impairment in the Company’s financial performance and/or future outlook, the estimated fair value of the Company’s indefinite and definite-lived assets decreases, the Company may determine that one or more of its indefinite and definite-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets. In prior years, the Company has recognized impairment charges and may in the future be required to recognize additional impairment charges. Any such impairment charge could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Risks Related to Our Lending Business

Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions.

Our success depends largely on the health of the U.S. residential real estate market, which is seasonal, cyclical, and affected by changes in general economic conditions impacted by national and global events and governmental policy initiatives that are beyond our control. The election of a new U.S. president for a term that commenced in 2025, coupled with a consolidation of party control of both chambers of Congress, led to new legislative and regulatory initiatives and the roll-back of certain initiatives of the previous presidential administration, which may impact our business in unpredictable ways. For example, the federal government has altered its approach to international trade policy and in some cases has taken action to renegotiate, or terminate, certain previously existing bilateral or multi-lateral trade agreements and treaties with foreign countries. The federal government has also imposed tariffs on certain foreign goods, including steel and aluminum, and on many countries, including Canada, China, and Mexico, and such policies have triggered reciprocal tariffs against the U.S. The federal government may impose additional tariffs in the future and/or reduce or remove previously imposed tariffs. Litigation related to these actions may create additional uncertainty. For example, on February 20, 2026, the U.S. Supreme Court struck down certain tariffs that had been imposed by the administration. Rapid changes in laws with uncertain interpretation and implementation may occur. Recent geopolitical events, such as the recently escalating attacks between the U.S. and Iran, may also have economic impacts, including potentially leading to increased inflation rates. These changes may have a direct impact on economic conditions relevant to our business, including real estate values and prevailing mortgage rates, however, the extent of the impact remains uncertain. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, inflationary pressures that limit surplus cash, and increased unemployment or stagnant or declining wages affect demand for loans, borrowers’ ability to qualify for and comply with the terms of loans, and our ability to monetize and collect on loans.

Adverse economic conditions may make a loan product less attractive to a borrower due to higher associated costs, particularly in higher interest rate environments, as well lower limits on the funds a borrower is eligible to receive, particularly in environments where property values have been stagnant or are declining. This in turn decreases demand from borrowers and adversely impacts our origination volumes. Further, adverse economic conditions may make it more difficult for borrowers to qualify for a loan product due to difficulties meeting requirements with respect to assets and/or income, particularly in slow economic growth and/or high inflation environments where potential borrowers may have limited surplus cash or income, also adversely impacting our origination volumes. Similar conditions resulting in limitations on cash and/or income may also make it more difficult for a borrower to comply with the ongoing requirements associated with their loan, which in turn can result in increased advancing obligations in our role as servicer and higher rates of default. Higher rates of default will result in lower revenue for loans we service for Ginnie Mae in particular because we collect servicing fees from them only for performing loans, and may delay collection of servicing fees from some securitizations. Further, defaults may ultimately result in losses, particularly if property values are depressed and it becomes difficult to recover the outstanding loan balance via foreclosure and sale of the mortgaged property. Additionally, uncertainty or deterioration in mortgage market conditions could lead to a tightening of the credit markets, higher interest rates, and widening credit spreads, which will result in lower net proceeds in connection with loans sold or securitized in the secondary market. This can particularly be the case because higher interest rates lead to lower loan origination volumes, which generally place downward pressure on margins, thus compounding the effect of the deteriorating market conditions. Such events could be detrimental to our business.

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Actual events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties, or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Although we maintain multiple banking relationships with both national and regional banks and actively monitor the financial stability of such institutions, a failure at any institution where we maintain a banking relationship could constrain our liquidity and result in a loss of funds, especially where deposited amounts exceed any insured maximum level, and result in significant market volatility. Additionally, if any parties with whom we conduct business are unable to access deposits with a financial institution, funds pursuant to certain instruments, or lending arrangements with such a financial institution, the credit quality of our counterparties may be adversely impacted and limited access to funds could compromise the ability of our customers to pay their obligations to us, or to enter into new commercial arrangements with us.

Any of the circumstances described above, alone or in combination, may lead to volatility in or disruption of the credit markets at any time and may have a detrimental effect on our business.

We are subject to the risk of fraudulent activity by loan applicants and other participants in the loan origination process.

As a mortgage loan originator, we are subject to the risk of fraudulent activity by loan applicants and other participants in the loan origination process, including schemes in which perpetrators impersonate consumers or otherwise misrepresent their identity or authority in connection with a loan application. Mortgage loan origination fraud risk has increased in recent years and may continue to increase, particularly due to the availability of AI technologies that may be used by bad actors to produce high quality fraudulent content. We have controls in place designed to detect and prevent fraud and consistently work to enhance our fraud detection and prevention capabilities. However, we may be unable to prevent every instance of fraud that may be engaged in by a loan applicant, broker, appraiser, title agent, settlement agent, or other participant in the loan origination process.

A failure to detect and prevent fraud can lead to the use of inaccurate information in determining whether and under what terms to approve a loan. We may therefore originate a loan in circumstances where the loan would not have been approved if we had accurate information or may offer different terms for a loan than we would have offered if we had accurate information. This increases the risk of a default by the borrower due to failure to perform ongoing obligations during the life of the loan (particularly if the financial assessment is performed based on inaccurate information), additional costs in servicing and ultimately recovering on the loan, and failure to recover the full amount due on the loan (particularly if inaccurate information is used to determine the value of the mortgaged property). Fraudulent activity in relation to the loan origination process can also lead to regulatory scrutiny, litigation, reputational harm, and requirements for us to repurchase the loan from a securitization or third-party purchaser or to otherwise indemnify the securitization or third party purchaser for losses on such loan. As a result, undetected fraud perpetrated in connection with the loan origination process could have a material adverse effect on our overall business and our financial position, results of operations, and cash flows.

FAR’s status as an approved non-supervised FHA mortgagee and an approved Ginnie Mae issuer is subject to compliance with each of their respective guidelines and other conditions they may impose, and the failure to meet such guidelines and conditions could have a material adverse effect on our overall business and our financial position, results of operations, and cash flows.

FAR is an approved non-supervised FHA mortgagee and an approved Ginnie Mae issuer. In connection with these approvals, FAR is subject to compliance with each of the FHA’s and Ginnie Mae’s respective regulations, guides, handbooks, mortgagee letters, and all participants’ memoranda. For example, as a Ginnie Mae issuer, FAR must meet certain minimum capital requirements, which may increase over time as a result of FAR’s activities, such as the anticipated closing of FAR’s previously announced acquisition of PHH’s HECM loan servicing portfolio. These requirements include, but are not limited to, Ginnie Mae’s requirement that non-depository institutions hold equity capital in the amount of at least 6% of total assets. Ginnie Mae has provided a waiver to FAR in connection with its equity capital requirements, which is necessary in large part due to the consolidation of the HMBS and other non-recourse transactions onto FAR’s balance sheet. Any failure by FAR to maintain the Ginnie Mae equity capital waiver or any loss of FAR’s status as an approved non-supervised FHA mortgagee or an approved Ginnie Mae issuer, could have a material adverse effect on our overall business and our financial position, results of operations, and cash flows.
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See “—Risks Related to Laws and Regulations—There may be material changes to the laws, regulations, rules, or practices applicable to the FHA, HUD, or Ginnie Mae that could materially adversely affect the reverse mortgage industry as a whole, including our business.”

We are subject to risks arising from conditions in the real estate and mortgage markets, in particular, the reverse mortgage market; we rely on the initiatives of HUD and Ginnie Mae to support the HECM program.

The success of our business strategies and our results of operations are materially affected by current or future conditions in the real estate and mortgage markets, in particular, the reverse mortgage market and the regulatory landscape applicable to the reverse mortgage market. FAR originates and acquires non-agency reverse mortgage loans as well as HECM loans in accordance with the FHA’s HECM program. HECM loans are insured by the FHA. As an approved non-supervised FHA mortgagee and an approved Ginnie Mae issuer, FAR pools interests in HECM loans (also known as participations) into HMBS. The Ginnie Mae HMBS guide imposes a mandatory repurchase requirement on a HECM loan issuer to repurchase a pooled HECM loan when such HECM loan reaches 98% of its maximum claim amount (which is the maximum FHA insurance amount available for a HECM loan). In December 2022, Reverse Mortgage Funding LLC (“RMF”), one of the nation’s largest reverse mortgage lenders, filed for Chapter 11 bankruptcy primarily due to its inability to secure adequate financing relating to its Ginnie Mae HECM loan repurchase obligations. RMF’s bankruptcy filing initially created disruption in the reverse mortgage market and adversely impacted the liquidity of reverse MBS as well as the cost of and availability of credit to reverse mortgage financial participants.

Following RMF’s bankruptcy filing, each of HUD and Ginnie Mae took several steps to support the reverse mortgage market. Among other things, HUD issued a mortgagee letter that streamlined certain processes relating to assignment of mortgage loans to HUD, thereby creating efficiency in the assignment process for mortgagees and easing the financial burden relating to assignments. In addition, HUD changed the determination of the debenture interest rate (the interest earned on loss claims between the due and payable date and the date of the loss claim) to be as of the date the loan becomes due and payable rather than the initial date the loan was endorsed by the FHA. Further, Ginnie Mae issued a memorandum relating to its HMBS program that allows issuers to pool draws relating to line of credit mortgage loans multiple times in a calendar month. In November 2024, Ginnie Mae announced the finalized term sheet for its HMBS 2.0 program. Pursuant to the HMBS 2.0 program, HECM loans with UPBs ranging from 98% to 148% of the maximum claim amount are expected to be eligible for securitization into HMBS. This would therefore enable us to securitize into HMBS additional HECM loans that are required to be bought out of pools of HECM loans securitized pursuant to Ginnie Mae’s existing HMBS program. Our Company has welcomed these changes from HUD and Ginnie Mae. However, the HMBS 2.0 program has not yet been enacted. If the HMBS 2.0 program is not enacted or if the final terms of the HMBS 2.0 program do not provide the anticipated financial relief, it may adversely affect the reverse mortgage market as well as the Company and its future strategies and results of operations. In addition, given our Company’s prominent position in the reverse mortgage industry, from time to time, our Company has and, in the future, will, proactively approach applicable state and/or federal regulators to advocate for certain improvements to the regulatory framework applicable to reverse mortgage origination and as well as HECM program requirements. No assurance can be given as to whether we will be successful in our efforts to obtain such improvements for our Company as well as other reverse mortgage market participants.

See “—Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions.”

We face competition that could adversely affect us and we may not be able to maintain or grow the volume of our loan originations.

We compete with other third-party businesses in originating reverse mortgage loans and traditional home equity loan products. Some of our competitors may have more name recognition and greater financial and other resources than we have, including better access to capital. Competitors who originate loans to retain for investment may have greater flexibility in having variations in their loan-to-value requirements, underwriting guidelines, and/or approving loans.

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We operate at a competitive disadvantage to federally chartered depository institutions because they enjoy federal preemption. As a result, they conduct their business under relatively uniform U.S. federal rules and standards and are not subject to licensing and certain consumer protection laws of the states in which they do business. Unlike our federally chartered competitors, we are generally subject to all state and local laws applicable to lenders in each jurisdiction in which we originate and service loans (though we do benefit from federal interest-rate preemption for certain first-lien, dwelling-secured loans under the Depository Institutions Deregulation and Monetary Control Act). See “—Risks Related to Laws and Regulations—Unlike competitors that are national banks, we are subject to state licensing and operational requirements that result in substantial compliance costs and risks.” Depository institutions also enjoy regular access to very inexpensive capital. To compete effectively, we must maintain a high level of operational, technological, and managerial expertise, as well as access to capital at a competitive cost.

We cannot assure you that we will remain competitive with other originators in the future, a number of whom also compete with us in obtaining financing. In addition, other competitors with similar objectives to our own may be organized in the future and may compete with us. These competitors may be significantly larger than us, may have access to greater capital and other resources, or may have other advantages. Furthermore, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to obtain sufficient capital to meet the financing requirements of our business, or if we fail to comply with our debt agreements, our business, financing activities, financial condition, and results of operations will be adversely affected.

We require significant leverage in order to fund mortgage originations, make servicing advances, and finance our investments. Accordingly, our ability to fund our mortgage originations, to make servicing advances, and to continue investments depends on our ability to secure financing on acceptable terms, to comply with the conditions of our existing financings, and to renew and/or replace existing financings as they expire. These financings may not be available on acceptable terms or at all. If we are unable to obtain these financings, we may need to raise the funds we require in the capital markets or through other means, any of which may increase our cost of funds.

As of December 31, 2025, we have entered into 15 warehouse facilities and other lines of credit, with an aggregate of $1.7 billion in borrowing capacity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Certain Indebtedness.” These financings require us to comply with various covenants, including financial covenants, and in the past we have had difficulties complying with certain financial covenants and have had to obtain waivers or amendments to the terms of the affected covenants or, in a few instances, have elected to terminate the applicable financing arrangements. See “—Risks Related to Our Indebtedness—The agreements that govern our senior notes, warehouse facilities, and lines of credit impose significant operating and financial restrictions on the Company and its restricted subsidiaries, which may prevent us from capitalizing on business opportunities” and “—Risks Related to Our Indebtedness—The agreements that govern our warehouse facilities and lines of credit typically contain covenants relating to our financial condition and we may experience difficulties in complying with such financial covenants.” If we were to experience difficulties in complying with covenants in the future and we were not able to secure a waiver or amendment or terminate the applicable financing arrangement, we could breach such a covenant and an event of default could occur. Upon the occurrence and during the continuance of an event of default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable. See “—Risks Related to Our Indebtedness—Our failure to comply with the requirements of our outstanding indebtedness could result in an event of default that could materially and adversely affect our financial condition and ultimately force us into liquidation or bankruptcy.”

Our financings also have fair value risk pursuant to which our lending counterparties have the right to value the related collateral. In the event the market value of the collateral decreases (typically as determined by the related lender) and a borrowing base deficiency exists, the related lender can require us to prepay the debt or require us to post additional margin as collateral at any time during the term of the related agreement. Such an event could have an adverse impact on our liquidity and financial condition and could also present a risk of a covenant default and related consequences as referenced in the prior paragraph.
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We are generally required to renew a significant portion of our debt financing arrangements each year and in cases of certain securities repurchase agreements, the terms are shorter such as biweekly or monthly rolling periods, which exposes us to refinancing and interest rate risks. Furthermore, our counterparties are not required to renew or extend our repurchase agreements or other financing agreements upon the expiration of their stated terms (which term may be as short as two weeks in the case of certain securities repurchase agreements). Our ability to refinance existing debt (including refinancing existing securitization debt) and borrow additional funds is affected by a variety of factors:

•the available liquidity in the credit markets and in particular, the availability of credit in the market for asset-backed lending;
•prevailing interest rates;
•an event of default, a negative ratings action by a rating agency, and limitations imposed on us under the agreements governing our current debt that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;
•our financial condition and our ability to comply with our financial covenants;
•the strength of the lenders from which we borrow and the amount of borrowing such lenders will or may legally permit to us; and
•limitations on borrowings imposed by the amount of eligible collateral pledged, which may be less than the borrowing capacity of the facility.

In the event that any of our warehouse facilities or other lines of credit is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements that provide for immediate funding at closing were to significantly decrease, we may be unable to find replacement financing on commercially favorable terms, or at all. This could have a material adverse effect on our business, liquidity, financial condition, cash flows, and results of operations. Further, if we are unable to refinance or obtain additional funds for borrowing (including through the securitization markets), our ability to maintain or grow our business could be limited.

We currently only hedge a subset of our assets and our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates and valuations; our Company is exposed to other credit risk.

Our profitability is directly affected by changes in interest rates. The market value of closed loans held for sale and interest rate locks generally change along with interest rates. The value of such assets moves opposite of interest rate changes. For example, as interest rates rise, the value of existing mortgage assets falls. Further, a portion of our assets consist of MSR and the residual fair value of reverse mortgage loans above their related obligations, which may fluctuate in value.

We have currently entered into hedges with respect to a subset of our non-agency fixed rate loans that have yet to be securitized in order to reduce our exposure to the interest rate risk described in the prior paragraph. However, there can be no assurance that such hedges will adequately protect us from the aforementioned interest rate risk. We have not entered into hedges with respect to the remainder of our portfolio. In order to enter into hedges the Company needs sufficient liquidity to withstand the adverse impacts of hedging. The Company has determined that given its current position the risks that would come with entering into hedges on the rest of the Company’s portfolio outweigh the potential benefits. Therefore, currently the Company’s risks described in the prior paragraph are not mitigated by hedges for a significant portion of the Company’s portfolio. The Company may in the future decide to enter into hedges with respect to additional portions of the Company’s portfolio. However, there can be no assurance that such hedges would adequately protect us from the aforementioned interest rate and fair value risks, or that such a hedging strategy utilized by us would be well-designed or properly executed to adequately address such risks.

Our hedge instruments are accounted for as free-standing derivatives and included in our consolidated statements of financial condition at fair market value. Our operating results could be negatively affected because the losses on the hedge instruments we enter into may not be offset by a change in the fair value of the related hedged transaction. Our hedging strategies could also require us to provide cash margin to our hedging counterparties from time to time. In general, counterparties have a daily cash margin requirement. The collection of daily margin between us and our hedging counterparties could adversely affect our short-term liquidity and cash-on-hand.
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Additionally, our hedge instruments may expose us to counterparty risk—the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which loss exceeds the value of existing collateral, if any.

Further, although our Company may hedge in order to mitigate interest rate risks, our Company’s assets are still exposed to market risks due to variations in prepayment speeds and credit spreads. Prepayment speed is the measurement of how quickly loans are repaid above the amortization schedule or, in the case of reverse mortgage loans, how far in advance of the expected maturity date the loans are repaid. Increasing prepayment speed may adversely affect the value of our MSR, loans, and our retained securities. Credit spreads measure the yield demanded on securities by the market based on their credit relative to a specific benchmark. Volatility in market conditions, resulting from events such as the unprecedented COVID-19 global pandemic and economic shutdown, or unstable geopolitical conditions such as the ongoing military action by Russia against Ukraine or the ongoing conflicts in the Middle East (including the recently escalating attacks between the U.S. and Iran), could cause credit spreads to widen, which reduces, among other things, availability of credit to our Company on favorable terms, liquidity in the market, and price transparency of real estate-related or asset-backed assets. Such market conditions can be volatile from time to time and can further deteriorate as a result of a variety of factors beyond our control with adverse effects to our financial condition. These events may impede, delay, or complicate our ability to securitize or sell our assets, increase financing costs for our Company, and adversely impact our ability to borrow capital generally. We generally do not hedge credit spreads.

A disruption in the secondary mortgage loan market, including the MBS market, could have a detrimental effect on our business.

Demand in the secondary market and our ability to complete the sale or securitization of our loans or other receivables depends on a number of factors, many of which are beyond our control, including general economic conditions, general conditions in the banking system, the willingness of lenders to provide financing for loans, the willingness of investors to purchase loans and MBS, and changes in regulatory requirements. Disruptions in the general MBS market may occur. Any significant disruption or period of illiquidity in the general MBS market could directly affect our liquidity because no existing alternative secondary market would likely be able to accommodate on a timely basis the volume of loans that we typically sell in any given period. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we produce into the secondary market in a timely manner or at favorable prices, which could be detrimental to our business, including, but not limited to, increasing our cost of funds due to extended dwell time on our warehouse lines, and a negative impact on our liquidity due to write-downs on the value of the loans held on our balance sheet and the application of large decreases in advance rates due to longer dwell times on our warehouse lines.

We have increased the volume of non-agency second lien reverse mortgage loan originations and are focused on further expanding this product offering to new customers. We either securitize non-agency second lien reverse mortgage loans into MBS sold to investors or sell them as whole loans to investors. Second lien mortgage loans are generally a riskier product than first lien mortgage loans given the subordinate lien position. See “—Risks with respect to our non-agency second lien reverse mortgage loan product could ultimately result in delays or shortfalls in recoveries of amounts due from borrowers.” As a result, the investor pool for second lien mortgage loans is generally more limited than the investor pool for first lien mortgage loans. If a market disruption occurs due to a lack of liquidity for residential non-agency mortgage loans or from an increase in credit losses on second lien mortgage loans, we may not be able to sell or securitize our non-agency second lien reverse mortgage loans, or we may be required to sell or securitize these loans at a significant loss. Additionally, the purchasers of these loans may experience their own financial disruption and no longer be willing to invest in second lien mortgage loans. Any of these occurrences could materially and adversely affect our business, liquidity, financial position, and results of operations.

We have third-party secondary market risks and counterparty risks (including mortgage loan brokers) that could have a material adverse effect on our business, liquidity, financial condition, and results of operations.

Secondary Market Risks: We provide representations and warranties to purchasers and insurers of our loans and in connection with our securitization transactions, as well as indemnification for losses resulting from breaches of representations and warranties. In the event of a breach, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us.
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While our contracts vary, they generally contain broad representations and warranties, including but not limited to representations regarding loan quality and underwriting (including compliant appraisals, financial assessment, and occupancy of the mortgaged property); securing of adequate insurance; and compliance with regulatory requirements. These obligations are affected by factors both internal and external in nature, including the volume of loan sales and securitizations, to whom the loans are sold and the terms of our purchase and sale agreements, the parties to whom our purchasers sell the loans subsequently and the terms of those agreements, actual losses on loans which have breached representations and warranties, our success rate at curing deficiencies or appealing repurchase demands, our ability to recover any losses from third parties, the overall economic condition in the housing market, the economic condition of borrowers, the political environment at investor agencies, and the overall U.S. and world economies. Many of the factors are beyond our control and may lead to judgments that are susceptible to change. For HECM loans, we, in our capacity as a Ginnie Mae issuer, also have an obligation to buy HECM loans out of the HECM loan pools securitized into HMBS when the UPB of a HECM loan reaches 98% of its maximum claim amount. Any significant increase in required loan repurchases could have a significant adverse impact on our cash flows and could also have a detrimental effect on our business and financial condition.

When engaging in securitization transactions, we also prepare marketing and disclosure documentation, including term sheets, offering documents, and prospectuses, that include disclosures regarding the securitization transactions and the assets being securitized. If our marketing and disclosure documentation is alleged or found to contain material inaccuracies or omissions, we may be liable under federal and state securities laws (or under other laws) for damages to third parties that invest in these securitization transactions, including in circumstances where we relied on a third-party in preparing accurate disclosures, or we may incur other expenses and costs in connection with disputing these allegations or settling claims. We have also engaged in selling or contributing loans to third parties who, in turn, have securitized those loans. In these circumstances, we have in the past and may in the future also prepare marketing and disclosure documentation, including documentation that is included in term sheets, offering documents, and prospectuses relating to those securitization transactions. We could be liable under federal and state securities laws (or under other laws) or contractually for damages to third parties that invest in these securitization transactions, including liability for disclosures prepared by third parties or with respect to loans that we did not sell or contribute to the securitization.

Additionally, we typically retain various third-party service providers when we engage in securitization transactions, including underwriters or initial purchasers, trustees, administrative and paying agents, and custodians, among others. We frequently contractually agree to indemnify these service providers against various claims and losses they may suffer in connection with the provision of services to us and/or the securitization trust. To the extent any of these service providers are liable for damages to third parties that have invested in these securitization transactions, we may incur costs and expenses as a result of these indemnities.

Third-Party Loan Broker Risk: The brokers through whom we originate have parallel and separate legal obligations to which they are subject. While these laws may not explicitly hold the originating lenders responsible for the legal violations of such brokers, U.S. federal and state agencies could impose such liability and we may therefore be subject to claims for fines or other penalties based upon the conduct of the brokers with whom we do business. The U.S. Department of Justice (the “DOJ”), through its use of a disparate impact theory under the Fair Housing Act, is actively holding home loan lenders responsible for the pricing practices of independent third-party brokers, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the broker could charge nor kept the money for its own account. In addition, under TILA, we may be held responsible for improper disclosures made to clients by brokers.

Counterparty Credit Risks: We are exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements, including our lenders, servicers, and hedge counterparties. Although certain warehouse and other financing facility lines are committed, we may experience a disruption in operations due to a lender withholding funding of a borrowing requested on the respective financing facility. Any of the above could adversely affect our business, liquidity, financial condition, and results of operations.

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We have risks related to our Subservicers that could have a material adverse effect on our business, liquidity, financial condition, and results of operations.

FAR generally acts as named servicer with respect to loans that we originate and acquire (including as an issuer of HMBS) and in each such case, the related business contracts with various third parties (collectively, the “Subservicers”) for the subservicing of the loans. In addition, we engage Subservicers to service loans that we hold on our balance sheet. FAR has contracted with Compu-Link Corporation (d/b/a Celink), a Michigan corporation (“Celink”), as Subservicer to perform reverse mortgage servicing functions on our behalf, and with ServiceMac, LLC, a Delaware limited liability company (“ServiceMac”), as a Subservicer of non-agency hybrid mortgage loans originated prior to the discontinuation of the non-agency hybrid mortgage loan product. Upon closing the reverse mortgage asset acquisition with PHH, FAR will engage PHH as a Subservicer of the HECM loan servicing portfolio FAR acquires from PHH and may engage PHH as a Subservicer of additional assets in the future. While we have discontinued and wound down our traditional mortgage lending and commercial lending business lines, we still service certain traditional and commercial mortgage loans originated prior to the wind down. FAH’s subsidiary Finance of America Mortgage LLC (“FAM”) and FAR have contracted with LoanCare, LLC, a Virginia limited liability company (“LoanCare”), as Subservicer to perform traditional mortgage servicing functions on our behalf (LoanCare, in such capacity, referred to herein as the “Traditional Servicer”). FAM has contracted with Servis One, Inc. d/b/a BSI Financial Services, a Delaware corporation (the “Commercial Servicer”), as Subservicer to perform commercial mortgage servicing functions. These subservicing relationships present a number of risks to us.

We rely on Celink to subservice our reverse mortgage portfolio, including the HECM loan portfolio, other than the HECM loan servicing portfolio to be acquired from PHH and FAR’s discontinued non-agency hybrid mortgage loan product (subserviced by ServiceMac). We will rely on PHH to subservice the HECM loan servicing portfolio that we acquire from PHH and may engage PHH as a Subservicer of additional assets in the future. Failure by Celink or PHH, as applicable, to meet the requirements of the HUD servicing guidelines can result in the assessment of fines and loss of reimbursement of loan related advances, expenses, interest, and servicing fees. Moreover, if Celink or PHH, as applicable, is not vigilant in encouraging borrowers to make their real estate tax and property insurance premium payments, the borrowers may be less likely to make these payments, which could result in a higher frequency of default for failure to make these payments. If Celink or PHH, as applicable, misses HUD and Ginnie Mae timelines for liquidating non-performing assets, loss severities may be higher than originally anticipated, and we may be subject to penalties by HUD and Ginnie Mae, including curtailment of interest. If fines or any amounts lost are not recovered from Celink or PHH, as applicable, such events frequently lead to the eventual realization of a loss by us. Further, Celink services our non-agency second lien reverse mortgage loan product, which presents unique challenges. See “—Risks with respect to our non-agency second lien reverse mortgage loan product could ultimately result in delays or shortfalls in recoveries of amounts due from borrowers.”

We rely on ServiceMac to subservice our discontinued non-agency hybrid mortgage loan product, which combines features of both traditional residential mortgages and reverse mortgages. Many of the risks specific to the subservicing of either traditional residential mortgages or reverse mortgages both apply to this product. Also, due to the unique nature of this product, issues or questions of first impression may arise from time to time, resulting in subservicing-related challenges and uncertainties.

In our reverse mortgage business, we believe the number of viable subservicers is limited, either due to the requisite Ginnie Mae authority and experience needed or, in the case of our non-agency second lien reserve mortgage loan product and our discontinued non-agency hybrid mortgage loan product, due to the unique nature of the products. Unless more subservicers enter this space, the quality of subservicing practices may deteriorate, and we could have limited options in the event of Subservicer failure. The failure of a Subservicer to effectively service our HECM loans, non-agency reverse mortgage loans, and/or discontinued non-agency hybrid mortgage loans could have a material and adverse effect on our business and our financial condition.

We have sold or transferred a substantial portion of our traditional mortgage and commercial mortgage MSR over the course of 2023, 2024, and 2025, which has reduced our exposure to the Traditional Servicer and the Commercial Servicer. However, while we continue to service traditional mortgages and commercial mortgages, we remain subject to risks resulting from the failure of such servicers to meet the requirements in their applicable servicing agreements, such as the risk of loss of reimbursement of loan related advances, expenses, interest, and servicing fees.
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Our Subservicers may be required to be licensed under applicable state law, and they are subject to various federal and state laws and regulations, including regulation by the CFPB. See “—Risks Related to Laws and Regulations—Unlike competitors that are national banks, we are subject to state licensing and operational requirements that result in substantial compliance costs and risks.” Failure of the Subservicers to comply with applicable laws and regulations may expose them to fines, responsibility for refunds to borrowers, loss of licenses needed to conduct their business, and third-party litigation, all of which may adversely impact the Subservicers’ financial condition and ability to perform their responsibilities under the related subservicing agreement. In addition, regulators or third parties may take the position that we were responsible for the Subservicers’ actions or failures to act. In that event, we might be subject to regulatory action or litigation arising out of the actions of our Subservicers and therefore exposed to the same risks as the Subservicers. See “—Risks Related to Laws and Regulations—We are subject to legal proceedings, federal or state governmental examinations, and enforcement investigations from time to time. Some of these matters are highly complex and slow to develop, and results are difficult to predict or estimate.”

Our Subservicers may experience financial difficulties from time to time arising out of legal and regulatory issues as described in the prior paragraph or arising from other events. If any of our Subservicers experiences financial difficulties, including as a result of a bankruptcy, it may not be able to perform its subservicing and indemnification duties under the related subservicing agreement. There can be no assurance that each of our Subservicers will remain solvent or that such Subservicer will not file for bankruptcy at any time.

If any of our Subservicers or any of their respective vendors fails to perform its duties pursuant to its related subservicing agreement, whether due to legal and regulatory issues or financial difficulties as described in the two preceding paragraphs or for any other reason, our business acting as the named servicer (or for balance sheet loans, the owner of the loan) will be required to perform the servicing functions previously performed by such Subservicer or cause another subservicer to perform such duties, to the extent required pursuant to the related servicing agreement. The process of identifying and engaging a suitable successor subservicer and transitioning the functions performed by our Subservicer to such successor subservicer could result in delays in collections and other functions performed by our Subservicer and expose our business to breach of contract and indemnity claims relating to its servicing obligations. Such delays may also adversely affect the value of the residual interests that we own in our securitizations and loans.

If we do suffer a loss due to a Subservicer’s failure to perform, the recovery process against a Subservicer can be prolonged and may be subject to our meeting minimum loss deductibles under the indemnification provisions in our agreements with the Subservicer. The time may be extended as the Subservicer has the right to review underlying loss events and our request for indemnification. The amounts ultimately recovered from the Subservicers may differ from our estimated recoveries recorded based on the Subservicers’ interpretation of responsibility for loss, which could lead to our realization of additional losses. We are also subject to counterparty risk for collection of amounts which may be owed to us by a Subservicer. For example, Reverse Mortgage Solutions (“RMS”), who previously serviced a significant amount of loans for FAR, filed for Chapter 11 bankruptcy protection on February 11, 2019. RMS subsequently rejected its subservicing agreement with FAR. FAR filed a claim in the RMS bankruptcy for losses and potential future losses resulting from RMS’ failure to service loans in accordance with the terms of the subservicing agreement, and while FAR recovered certain amounts, it was less than the estimated current and future losses.

We also may suffer losses as a result of our agreement to indemnify our Subservicers for any losses resulting from their subservicing of the mortgage loans in accordance with the related subservicing agreement (so long as such loss does not result from the applicable Subservicer’s failure to act in accordance with standards specified under the related subservicing agreement), including losses that they may incur as a result of third-party litigation in certain circumstances. To the extent that we do not have a right to reimburse ourselves for the same amounts under our servicing agreements or if there are insufficient collections in respect of the mortgage loans for such reimbursements, we may face losses in our servicing business.

While our Subservicers are required to service in accordance with applicable legal and contractual requirements and, to the extent applicable, HUD servicing guidelines and Ginnie Mae requirements, such requirements do not address in detail every circumstance that could arise in the course of servicing a loan. As a result, our Subservicers may need to exercise discretion in addressing unique scenarios that arise from time to time.
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Further, there may be additional servicing procedures that are not required in a given circumstance but that, if followed, would have the potential to enhance efficiency and lead to better outcomes. Our Subservicers may decide to limit their servicing activities to procedures that are strictly required in such a circumstance. The decisions made by our Subservicers in these types of scenarios may be different then the decisions we would make if we were directly servicing an applicable loan and may impact borrower satisfaction, resolution timelines, and ultimately the amount that we are able to collect with respect to a loan. However, we would not be entitled to indemnification from our Subservicers so long as they complied with all applicable requirements, even if an alternative course of action may have resulted in an improved outcome.

We are undertaking initiatives to enhance our internal servicing capabilities, which initiatives present operational and regulatory risks and may not result in the anticipated benefits.

We are undertaking initiatives to enhance our internal servicing capabilities. Certain of these initiatives are focused on providing additional oversight with respect to more complicated servicing processes, which may enable us to identify and resolve potential servicing issues more quickly. Other initiatives are designed to facilitate the more efficient resolution of loans at maturity while ensuring that we don’t ultimately incur losses on an applicable loan. These efforts include creating additional direct touchpoints with our borrowers or their heirs for the period between loan maturity and final resolution, particularly with respect to our non-agency reverse mortgage products, and developing the capability to complete more routine processes in-house. These initiatives are intended to improve customer experience, reduce resolution timelines, mitigate potential losses, and lower overall servicing-related expenses.

    Even though we are enhancing our internal servicing capabilities, we plan to continue to utilize our Subservicers to subservice our loans. We will need to ensure that our internal servicing efforts are consistent with and complementary to the efforts of our Subservicers. This will require effective communication and coordination with our Subservicers so that there is a clear understanding of proper servicing protocols and which servicing responsibilities will be performed by which party. Otherwise, we and our Subservicers may engage in inconsistent or duplicative efforts and may provide inconsistent or duplicative information and instructions to borrowers and heirs. Alternatively, a necessary servicing function may inadvertently not be performed if each party thought the other had responsibility for that servicing function. We may not be able to identify a single point of contact for our customers. Any such event could result in borrower and heir confusion and dissatisfaction, complaints, regulatory scrutiny, litigation, inefficiencies, increased costs, servicing errors, and delays and losses in loan resolution. Such events could also adversely impact our reputation. See “—Risks Related to the Business of the Company—Reputational harm, including as a result of our actual or alleged conduct or public opinion, could adversely affect our business, results of operations, and financial condition.”
    Further, in expanding our internal servicing oversight and activities, we must ensure that we obtain and maintain all required licenses, approvals, and registrations and comply with applicable federal, state, and local laws and regulations. Failure to do so could result in fines, penalties, enforcement actions, litigation, or restrictions on our ability to conduct servicing activities. See “—Risks Related to Laws and Regulations—We operate in a heavily regulated industry, and our loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state, and local levels.”

Developing these capabilities requires investments in personnel, training, technology, controls, monitoring systems, and governance frameworks. If these investments are greater than anticipated, if new oversight mechanisms are ineffective, or if the anticipated efficiencies, improvements, and cost savings are not realized, our operating expenses may increase without realizing the corresponding anticipated benefits, which could adversely affect our business, results of operations, and financial condition.

Risks with respect to our non-agency second lien reverse mortgage loan product could ultimately result in delays or shortfalls in recoveries of amounts due from borrowers.

With respect to our non-agency second lien reverse mortgage loan product, our lien is second in priority behind the first lien of a traditional mortgage loan or home equity line of credit collateralized by the same mortgaged property. The first lien mortgage loan lender and servicer are responsible for monitoring to ensure the borrower is meeting their obligations under the first lien mortgage loan, including making required tax, insurance, and/or property charge payments and repairs that are also required to be made pursuant to the terms of our second lien mortgage loan.
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The first lien mortgage loan lender and servicer will typically be the first to address any instances of non-compliance with the borrower and to work with the borrower regarding loss mitigation opportunities and resolution processes. We will typically only intervene if the first lien mortgage loan lender and servicer have failed to cause the borrower to come into compliance or if the borrower is only non-compliant with the second lien mortgage loan but remains in compliance with the first lien mortgage loan. We therefore depend on the first lien mortgage loan lender and servicer to take appropriate steps with respect to non-compliance and loss mitigation. If they fail to do so, it could ultimately result in delays or shortfalls in collections with respect to our second lien mortgage loan.

The Company, in conjunction with its Subservicer, also monitors the status of the first lien mortgage loan in addition to the status of the second lien mortgage loan. However, the information the Company has regarding the status of the first lien mortgage loan may be inaccurate, unavailable, incomplete, or delayed. This may in particular be the case because our second lien mortgage loan does not require monthly principal or interest payments. Lenders and servicers with respect to other types of second lien products that do require monthly principal and interest payments may be more quickly alerted to a potential issue with respect to the status of a related first lien loan due to the borrower’s failure to make a required monthly principal or interest payment on their second lien loan. Further, the Company’s Subservicer, Celink, is a reverse mortgage servicer. Given that the second lien product is new in the reverse mortgage market, Celink does not have substantial experience with subservicing second lien mortgage loans. While the Company has deployed resources into servicing practices for reverse mortgage loans in a second lien position, including implementing monitoring services to enhance its oversight capabilities to protect our lien position, no assurance can be given that we will be successful in obtaining accurate, complete, and timely information regarding the first lien mortgage loan.

If an event of default occurs with respect to the first lien mortgage loan, the first lien mortgage loan lender may foreclose on the mortgaged property without our consent. If the first lien mortgage loan lender initiates foreclosure processes, the first lien mortgage loan lender and servicer will control the timing, method, and procedure of the foreclosure action. In such circumstances, we will rely on the first lien mortgage loan lender and servicer to manage the foreclosure and sale process in a skillful and efficient manner. However, the proceeds of the ultimate foreclosure sale will be allocated first to the first lien mortgage loan lender until the first lien mortgage loan is paid in full, and only then to the holder of the second lien mortgage loan. The primary incentive of the holder of the first lien mortgage loan will therefore be to recover the amounts due with respect to the first lien mortgage loan, not the second lien mortgage loan. The Company will need to timely assess the related mortgaged property to determine if it is in the Company’s best interest to submit a bid to purchase the mortgaged property at the foreclosure sale to enable the Company and its Subservicer to preserve the equity in the mortgaged property. Purchasing the mortgaged property at foreclosure sale enables the Company and its Subservicer to manage the ultimate liquidation of the mortgaged property with the goal of recovering amounts sufficient to recoup the amount paid to purchase the mortgaged property at foreclosure sale as well as the amounts due with respect to the second lien mortgage loan. Alternatively, we may initiate foreclosure processes if an event of default occurs with respect to our second lien reverse mortgage loan that either (i) constitutes an event of default under the first lien mortgage loan for which the first lien mortgage loan lender and its servicer have not taken action or (ii) does not constitute an event of default under the first lien mortgage loan. In such case, we in conjunction with our Subservicer will need to manage the foreclosure and sale process in a skillful and efficient manner in an effort to recover all amounts due under both mortgage loans, including any foreclosure costs. If foreclosure and disposition processes are not conducted by the first lien mortgage loan lender, the first lien mortgage loan servicer, the Company, and/or the Company’s Subservicer in a manner that results in sufficient funds to satisfy all amounts due under both mortgage loans, including any foreclosure costs, any portion of the second lien mortgage loan balance in excess of proceeds available to the second lien mortgage loan lender will be charged off.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.

During any period in which a borrower is not making payments in respect of property taxes, insurance premiums, or homeowners association dues, we are generally required under most of our reverse mortgage servicing agreements to advance our own funds to meet contractual requirements to preserve the related mortgaged property by paying such property taxes, insurance premiums, and homeowners association dues, as well as legal expenses and other protective advances.
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With respect to any loan in foreclosure, prior to liquidation or sale of the related property, we also advance funds to maintain, repair, and market the property. As home values change, we may have to reconsider certain of the assumptions underlying our decisions to make advances, and in certain situations our contractual obligations may require us to make certain advances for which we may not be reimbursed. A delay in our ability to collect an advance may adversely affect our liquidity, and our inability to be reimbursed for an advance could be detrimental to our business. As our servicing portfolio continues to age, defaults could increase, which may increase our costs of servicing and could be detrimental to our business. Any significant increase in required servicing advances could have a significant adverse impact on our cash flows, even if they are reimbursable, and could also have a detrimental effect on our business and financial condition.

Our counterparties may terminate subservicing contracts under which we conduct servicing activities.

A substantial portion of the mortgage loans we service are serviced on behalf of Ginnie Mae. With respect to HECM loans securitized into HMBS, Ginnie Mae requirements prescribe the related base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards. As is standard in the industry, under the terms of our master servicing agreements with Ginnie Mae, Ginnie Mae has the right to terminate us as servicer of the loans we service on their behalf at any time and also has the right to cause us to transfer the MSR to a third-party. If Ginnie Mae were to terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSR. These agreements, and other servicing agreements under which we service mortgage loans for loan purchasers or in connection with securitizations, also require that we service in accordance with certain prescribed servicing guidelines and in some cases contain financial covenants. Failure to satisfy such requirements could result in our termination as servicer under the applicable servicing agreement. If we were to have our servicing or subservicing rights terminated on a material portion of our servicing portfolio, this could adversely affect our business.

Risks Related to Laws and Regulations

We operate in a heavily regulated industry, and our loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state, and local levels.

Due to the heavily regulated nature of the financial services industry, we are required to comply with a wide array of U.S. federal, state, and local laws, rules, and regulations that regulate, among other things, the manner in which we conduct our loan origination and servicing business and the fees that we may charge, how we compensate our loan officers, and the collection, use, retention, protection, disclosure, transfer, and other processing of personal information. Governmental authorities and various U.S. federal and state agencies have broad oversight and supervisory and enforcement authority over our business. From time to time, we may also receive requests (including requests in the form of subpoenas and civil investigative demands) from federal, state, and local agencies for records, documents, and information relating to our servicing and lending activities. Ginnie Mae, the United States Department of the Treasury, various investors, securitization trustees, and others also subject us to periodic reviews and audits. These laws, regulations, and oversight can significantly affect the way that we do business, restrict the scope of our existing business, limit our ability to expand our product offerings or to pursue acquisitions, or make our costs to service or originate loans higher, which could impact our financial results. Failure to comply with applicable laws and regulatory requirements may result in, among other things, revocation of or inability to renew required licenses or registrations, loss of approval status, termination of contracts without compensation, administrative enforcement actions and fines, private lawsuits, including those styled as class actions, cease and desist orders, and civil and criminal liability.

We must comply with a large number of federal, state, and local consumer protection laws including, among others, TILA, as amended, together with its implementing regulations (Regulation Z), the FDCPA, RESPA, as amended, together with its implementing regulations (Regulation X), ECOA, as amended, together with its implementing regulations (Regulation B), FCRA, as amended, together with its implementing regulations (Regulation V), the Fair Housing Act, the Telephone Consumer Protection Act, as amended, GLBA, together with its implementing regulations (Regulation P), the Mortgage Advertising Practices Rules (Regulation N), the Electronic Funds Transfer Act, as amended, together with its implementing regulations (Regulation E), the Servicemembers’ Civil Relief Act, as amended, HMDA, together with its implementing regulations (Regulation C), the Secure and Fair Enforcement for Mortgage Licensing Act, as amended, the Federal Trade Commission Act, the Dodd-Frank Act, as amended, together with its implementing regulations, U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws.
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Antidiscrimination statutes, such as the Fair Housing Act and ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion, and national origin. Various federal regulatory agencies and departments, including the DOJ and the CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals). This interpretation may increase the risk of an allegation of noncompliance. These statutes apply to loan origination, servicing practices, marketing, the amount and nature of fees that may be charged for transactions and incentives, such as rebates, use of credit reports, safeguarding of non-public, personally identifiable information about our clients, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features, and required disclosures and notices to clients.

RESPA, among other things, prohibits the payment of fees or other things of value in exchange for referrals of real estate settlement services, which would include residential mortgage loans. However, RESPA expressly permits the payment of reasonable value for  non-referral services and facilities actually performed and provided. When a lender seeks to rely on this exception, it must be prepared to demonstrate that the services or facilities for which compensation is paid are separate and distinct from any referral and the amount paid is reasonable. If the amount paid exceeds the reasonable value, the excess could be attributable to the referral. The Company, like many originating lenders, uses “marketing services agreements” with sources of potential loan leads, such as organizations that serve financial professionals. A “marketing services agreement” is an agreement under which a lender compensates a service provider for performing actual marketing services directed to the general public. The Company also has relationships with lead providers and digital consumer review websites and marketing providers, some of which may be considered “digital marketing review platforms” under the CFPB’s February 2023 Advisory Opinion titled “Digital Mortgage Comparison-Shopping Platforms and Related Payments to Operators.” The Company also has relationships with third-party mortgage brokers that place loans with the Company. Further, the Company previously engaged in “desk rental” agreements, which provide for the lease of office space, furniture, and equipment and use of common areas and other services, like utilities, internet, and shared receptionist and janitorial services. In connection with the wind down of FAM, the Company no longer has any desk rental agreements, but could still be subject to an allegation of a RESPA violation related to these past practices. From a RESPA perspective, the analysis focuses on whether the general marketing services are separate and distinct from any referrals that may occur, whether the services actually are being performed or provided, and whether the amounts paid by the lender do not exceed the fair market value for such services. In addition to administrative enforcement, RESPA provides a private right of action for consumers and third-party plaintiffs. Thus, while the Company has controls in place to ensure that its relationships with lead traffic sources comply with RESPA regulations, there can be no assurance that the CFPB or any other governmental entity with authority to enforce RESPA, or a court, will share this view. If the CFPB or a court determined that the Company’s existing program was not in compliance with RESPA regulations, or otherwise asserted a new basis for non-compliance with any similar regulations, it could have a detrimental effect on our business, financial condition, and results of operations.

We are also subject to the regulatory, supervisory, and examination authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including mortgage loan originators and mortgage loan servicers. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA, Section 8 of RESPA, HMDA, ECOA, FCRA, GLBA, and the FDCPA. In connection with the closing of the Company’s acquisition of operational assets of American Advisors Group, now known as Bloom Retirement Holdings Inc. (“AAG/Bloom”), in March 2023, the Company agreed with AAG/Bloom to comply with the terms of two separate CFPB enforcement matters (the “Orders”) that AAG/Bloom was subject to prior to the acquisition. While the Company has been assured by the CFPB that the Company does not have any remaining obligations under the Orders, the Company has not received any formal release from its obligations to comply with the terms of the Orders.
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There can be no assurance that the CFPB will not take action against the Company if the Company does not maintain sufficient compliance with such Orders going forward, or that the CFPB will not find the Company in violation of the Orders and their related requirements or other applicable consumer protection laws. If the Company is found to have violated the Orders or to have violated other consumer protection laws, such regulatory violations could have a detrimental impact on our ability to operate our business, our reputation, and our financial condition. Further, in the CFPB’s Fall 2022 Supervisory Highlights, the CFPB indicated that its supervisory division had created a Repeat Offender Unit to increase its focus on repeat offenders who violate agency or court orders. In 2024, the CFPB created a repository to track and mitigate risks posed by repeat offenders, requiring nonbank financial companies to register with the CFPB when they become subject to certain local, state, or federal consumer financial protection agency or court orders. On February 27, 2023 the CFPB entered into a consent order ordering a mortgage lender to discontinue operations after it engaged in marketing practices in violation of a prior consent order. While the Company has been assured by the CFPB that the CFPB does not consider the Company to be a repeat offender, that can be no assurance that the CFPB will not change its position in the future.

The scope of the laws and regulations and the intensity of the supervision to which our business is subject have increased over time, in response to the financial crisis in 2008 and other factors such as technological and market changes, and may continue to increase in the future. The Trump administration may implement changes to reduce the scale of CFPB enforcement efforts and regulatory oversight at the federal level, however, the extent of such changes and their impact on current regulatory processes is uncertain, and states may respond to such changes by enhancing their regulatory oversight efforts. Regulators continue to be active in the reverse mortgage space, including due to the perceived susceptibility of older borrowers to be influenced by deceptive or misleading marketing activities. Regulators have also focused on appraisal practices because reverse mortgages are largely dependent on collateral valuation. Additionally, as we develop and/or utilize new technologies and digital capabilities, we may become subject to additional and new laws relating to such activities. New applicable laws will likely continue to go into effect. Further, the U.S. federal, state, and local laws and regulations that we are subject to are amended from time to time. While we have processes and systems in place to identify and interpret such new or amended laws and regulations and to implement them, we may not identify every application of law, regulation, or ordinance, interpret them accurately, train our employees effectively with respect to these laws and regulations, or supervise our service providers and vendors, including outside foreclosure counsel, adequately with respect to their compliance with these laws and regulations. The complexity and continuously changing nature of these legal requirements increases our exposure to the risk of noncompliance. These changes also result in an increase in our regulatory compliance burden and associated costs and place restrictions on our origination and servicing operations.

The laws and regulations applicable to us are subject to administrative or judicial interpretation, but some laws and regulations may not yet have been interpreted or may be clarified infrequently. Ambiguities in applicable laws and regulations may leave uncertainty with respect to permitted or restricted conduct and may make compliance with laws, and risk assessment decisions with respect to compliance with laws, difficult and uncertain. In addition, ambiguities make it difficult, in certain circumstances, to determine if, and how, compliance violations may be cured. The adoption by industry participants of different interpretations of these statutes and regulations has added uncertainty and complexity to compliance. We may fail to comply with applicable statutes and regulations even if acting in good faith due to a lack of clarity regarding the interpretation of such statutes and regulations, which may, and at times does, lead to regulatory investigations, governmental enforcement actions, or private causes of action with respect to our compliance.

Regulatory enforcement and fines have increased across the banking and financial services sector. Regulatory authorities and private plaintiffs may allege that we failed to comply with applicable laws, rules, and regulations where we believe we have complied. We have been, and expect to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to our compliance with applicable laws and regulations. Allegations may relate to past conduct and/or past business operations, such as the prior activity of acquired entities, and certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against us for activities we conducted in the past. Furthermore, provisions in our loan product documentation, including but not limited to the mortgage and promissory notes we use in loan originations, could be challenged in and construed as unenforceable by a court. To resolve issues raised in examinations, investigations, or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds, or taking other actions that could be financially or competitively detrimental to us. Even unproven allegations that our activities have not complied or do not comply with all applicable laws and regulations may have a material adverse effect on our business, financial condition, and results of operations.
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See “—We are subject to legal proceedings, federal or state governmental examinations, and enforcement investigations from time to time. Some of these matters are highly complex and slow to develop, and results are difficult to predict or estimate.”

Our failure to comply with applicable U.S. federal, state, and local consumer protection and data privacy and information security laws could lead to:

•reduced payments by clients;
•modification of the original terms of loans;
•permanent forgiveness of debt owed to us;
•delays in the foreclosure process;
•increased servicing advance obligations;
•loss of our licenses and approvals to engage in our servicing and lending business;
•damage to our reputation in the industry and with consumers;
•governmental investigations and enforcement actions;
•administrative fines and penalties and litigation;
•civil and criminal liability, including class action lawsuits;
•diminished ability to finance loans that we originate or purchase, requirements to finance such loans at reduced advance rates compared to other financed loans or to remove financed loans from financing facilities;
•diminished ability to sell or securitize loans that we originate or purchase, requirements to sell such loans at a discount compared to other loans or to repurchase or address indemnification claims from purchasers of such loans or in connection with securitizations of such loans;
•inability to raise capital; and
•inability to execute on our business strategy.

We are currently subject to, and may in the future become subject to additional, U.S. and state laws and regulations imposing obligations on how we collect, store, process, and share personal information. Our actual or perceived failure to comply with such obligations could harm our business and reputation. Ensuring compliance with such laws could also impair our efforts to maintain and expand our consumer and customer base, and thereby decrease our revenue.

We are, and may increasingly become, subject to various laws and regulations, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The regulatory environment related to data privacy and security is increasingly rigorous, with new and constantly changing requirements applicable to our business, and enforcement practices are likely to increase but remain uncertain for the foreseeable future. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our business, financial condition, results of operations, and prospects.

In the U.S., various federal and state regulators, including governmental agencies like the CFPB, the Federal Trade Commission, and the California Privacy Protection Agency, have adopted, or are considering adopting, laws and regulations concerning personal information and data security. Certain state laws may be more stringent or broader in scope, or offer greater individual rights with respect to personal information, than federal or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), both increases privacy rights for California residents and imposes obligations on companies that process and share personal information. Among other things, the CCPA requires covered companies to provide new disclosures to California residents, including consumers, employees, and contractors, provide such individuals new data protection and privacy rights, including the ability to opt-out of the sale of personal information or the sharing of personal information for cross-context behavioral advertising, and create additional requirements to limit the retention of personal information. The CCPA also established the California Privacy Protection Agency, an agency charged with data privacy enforcement and issuing clarifying privacy regulations. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. The private right of action may increase the likelihood of, and risks associated with, data breach litigation. In addition, laws in all 50 U.S. states and territories require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. State laws are changing rapidly, including the passage of new privacy laws in several states, and there have been discussions in the U.S. Congress of a comprehensive federal data privacy law to which we would become subject if such a law was enacted. Related laws imposing requirements in areas such as cybersecurity impose further requirements enhancing compliance obligations with respect to data privacy and security.
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All of these evolving compliance and operational requirements, as well as changing consumer expectations around privacy, impose significant costs. Such costs include those related to organizational changes, implementing additional protection technologies and processes, training employees, and engaging consultants, which are likely to increase over time. In addition, such requirements are likely to require us to modify our data processing practices and policies, distract management, or divert resources from other initiatives and projects, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Any failure or perceived failure by us to comply with any applicable federal, state, or similar foreign laws and regulations relating to data privacy and security could result in damage to our reputation, as well as regulatory proceedings or litigation by governmental agencies or other third parties, including class action privacy litigation in certain jurisdictions, which would subject us to significant fines, sanctions, awards, penalties, or judgments, all of which could have a material adverse effect on our business, financial condition, and operating results.

Unlike competitors that are national banks, we are subject to state licensing and operational requirements that result in substantial compliance costs and risks.

Because we are not a depository institution, we do not benefit from a federal exemption to state mortgage banking, loan servicing, or debt collection licensing and regulatory requirements (though we do benefit from federal interest-rate preemption for certain first-lien, dwelling-secured loans under the Depository Institutions Deregulation and Monetary Control Act). Accordingly, we must comply with state licensing requirements and varying compliance requirements in all 50 states and the District of Columbia, and we are sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws, or increased fees or that may impose conditions to licensing that we or our personnel are unable to meet. In addition, if we enter new markets, we may be required to comply with new laws, regulations, and licensing requirements. Future state legislation and changes in existing regulation may significantly increase our compliance costs or reduce the amount of ancillary revenues, including late fees that we may charge to borrowers. This could make our business cost-prohibitive in the affected state or states and could materially affect our business. Further, we are subject to periodic examinations by state regulators, which can result in refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by state regulators due to compliance errors. States may enhance their regulatory oversight efforts in the future, particularly if the scale of CFPB enforcement efforts and regulatory oversight at the federal level is reduced due to changes implemented by the Trump administration.

We and our licensed Subservicers are required to comply with applicable jurisdictional licensing requirements and laws. Licensed entities are required to renew their licenses, typically on an annual basis, and to do so they must satisfy the license requirements of each jurisdiction, which generally include financial requirements such as providing audited financial statements or satisfying minimum net worth requirements and non-financial requirements such as satisfactorily completing examinations as to the licensee’s compliance with applicable laws and regulations. Further, we and our licensed Subservicers are subject to periodic examination by state regulatory authorities and we may be subject to various reporting and other requirements to maintain licenses. Most state licensing laws require that before a “change of control” can occur, including in connection with a merger, acquisition, or initial public offering, applicable state banking departments must approve the change. Most of these “change of control” statutes require that, if there is an acquisition, merger, or initial public offering, the acquiring company or companies being merged or going public must notify the state regulatory agency and receive agency approval before the acquisition, merger, or initial public offering is finalized. Applicable state mortgage- or loan-related laws may also impose requirements as to the form and content of contracts and other documentation, licensing of our employees and employee hiring background checks, licensing of independent contractors with which we contract, restrictions on certain practices, disclosure and record-keeping requirements, and enforcement of borrowers’ rights. These licensing and other requirements may impact our ability to operate our business and impose compliance costs that may adversely affect our financial performance.

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We believe that we and our Subservicers maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances. However, we and our Subservicers may not be able to maintain all requisite licenses and permits. Further, states may adopt additional, or revise existing, rules and regulations, including the states that currently do not provide extensive regulation of our business, and in such event we may not be able to obtain or maintain all requisite licenses and permits that become required or comply with all new applicable laws, rules, regulations, and ordinances. Our or a Subservicer’s failure to satisfy licensing and other regulatory requirements could result in a default under our servicing or other agreements or result in state regulators requiring us to pay substantial penalties or issue borrower refunds or restitution, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Compliance with federal, state, and local laws and regulations that govern employment practices and working conditions may be particularly burdensome to us due to the distributed nature of our workforce.

We have operations across the U.S., with a workforce of 782 full-time and two part-time employees operating in local markets across the U.S. as of December 31, 2025. In addition to complying with the Fair Labor Standards Act and the Equal Employment Opportunity Act, we are required to comply with similar state laws and regulations in each market where we have employees. Compliance with these laws and regulations requires a significant amount of administrative resources and management attention. Many of these laws and regulations provide for qui tam or similar private rights of action and we are routinely subject to litigation and regulatory proceedings related to these laws and regulations in the ordinary course of our business. For example, we are currently in litigation brought under the California Private Attorneys General Act related to alleged violations of the California Labor Code. Regardless of the outcome or whether the claims are meritorious, we may need to devote substantial time and expense to defend against claims related to the California Private Attorneys General Act or other similar federal, state, and local laws and regulations in the ordinary course of business. Unfavorable rulings could result in adverse impacts on our business, financial condition, or results of operations.

Conducting our business in a manner so that we are exempt from registration under, and in compliance with, the Investment Company Act, may reduce our flexibility and could limit our ability to pursue certain opportunities. At the same time, failure to continue to qualify for exemption from the Investment Company Act could adversely affect us.

Under the Investment Company Act, an investment company is required to register with the SEC and is subject to extensive restrictive and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends, and transactions with affiliates. We expect that one or more of our subsidiaries will qualify for an exclusion from registration as an investment company under the Investment Company Act pursuant to Section 3(c)(5)(C) of the Investment Company Act, which is available for entities that do not issue redeemable securities, face-amount certificates of the installment type, or periodic payment plan certificates and are primarily engaged in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” We believe that we conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act. We are organized as a holding company and conduct our businesses primarily through our majority and wholly-owned subsidiaries. We conduct our operations so that we and our subsidiaries do not come within the definition of an investment company. In order to continue to do so, however, we and each of our subsidiaries must either operate so as to fall outside the definition of an investment company under the Investment Company Act or satisfy its own exclusion under the Investment Company Act. For example, to avoid being defined as an investment company, an entity may limit its ownership or holdings of investment securities to less than 40% of its total assets. In order to satisfy an exclusion from being defined as an investment company, other entities, among other things, maintain at least 55% of their assets in certain qualifying real estate assets (the “55% Requirement”) and also maintain an additional 25% of their assets in such qualifying real estate assets or certain other types of real estate-related assets (the “25% Requirement”). Rapid changes in the values of assets we own, however, can disrupt prior efforts to conduct our business to meet these requirements and in turn, we may have to make investment decisions that we otherwise would not make absent the Investment Company Act considerations.

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If we or one of our subsidiaries fell within the definition of an investment company under the Investment Company Act and failed to qualify for an exclusion or exemption, including, for example, if it was required to and failed to meet the 55% Requirement or the 25% Requirement, it could, among other things, be required either (i) to change the manner in which it conducts operations to avoid being required to register as an investment company or (ii) to register as an investment company, either of which could adversely affect us by, among other things, requiring us to dispose of certain assets or to change the structure of our business in ways that we may not believe to be in our best interests. Legislative or regulatory changes relating to the Investment Company Act or which affect our efforts to qualify for exclusions or exemptions, including our ability to comply with the 55% Requirement and the 25% Requirement, could also result in these adverse effects on us.

To the extent that we or any of our subsidiaries rely on Section 3(c)(5)(C) of the Investment Company Act, we expect to rely on guidance published by the SEC staff or on our analyses of such guidance to determine which assets are qualifying real estate assets for purposes of the 55% Requirement and real estate-related assets for purposes of the 25% Requirement. However, the SEC’s guidance was issued in accordance with factual situations that may be different from the factual situations we face, and much of the guidance was issued more than 25 years ago. No assurance can be given that the SEC staff will concur with our classification of our assets. In addition, the SEC staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of qualifying for an exemption from registration under the Investment Company Act. If we are required to re-classify our assets, we may no longer be in compliance with the exclusion from the definition of an “investment company” provided by Section 3(c)(5)(C) of the Investment Company Act. To the extent that the SEC staff publishes new or different guidance with respect to any assets we have determined to be qualifying real estate assets, we may be required to adjust our strategy accordingly. In addition, we may be limited in our ability to make certain investments, and these limitations could result in a subsidiary holding assets we might wish to sell or selling assets we might wish to hold.

As a consequence of our seeking to avoid registration under the Investment Company Act on an ongoing basis, we and/or our subsidiaries may be restricted from making certain investments or may structure investments in a manner that would be less advantageous to us than would be the case in the absence of such requirements. In particular, a change in the value of any of our assets could negatively affect our ability to avoid registration under the Investment Company Act and cause the need for a restructuring of our investment portfolio. For example, these restrictions may limit our and our subsidiaries’ ability to invest directly in MBS that represent less than the entire ownership in a pool of senior loans, debt and equity tranches of securitizations and certain asset-backed securities, non-controlling equity interests in real estate companies, or in assets not related to real estate. In addition, seeking to avoid registration under the Investment Company Act may cause us and/or our subsidiaries to acquire or hold additional assets that we might not otherwise have acquired or held or dispose of investments that we and/or our subsidiaries might not have otherwise disposed of, which could result in higher costs or lower proceeds to us than we would have paid or received if we were not seeking to comply with such requirements. Thus, avoiding registration under the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits.

There can be no assurance that we and our subsidiaries will be able to successfully avoid operating as an unregistered investment company. If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties, that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company, and that we would be subject to limitations on corporate leverage that would have an adverse impact on our investment returns.

If we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and require us to significantly restructure our business plan, which could materially adversely affect our ability to pay distributions to our stockholders. For additional information, see “Business—Investment Company Act Considerations.”

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There may be material changes to the laws, regulations, rules, or practices applicable to the FHA, HUD, or Ginnie Mae that could materially adversely affect the reverse mortgage industry as a whole, including our business.

The reverse mortgage industry is largely dependent upon the FHA, HUD, and government agencies like Ginnie Mae. There can be no guarantee that HUD/the FHA will retain Congressional authorization to continue the HECM program, which provides FHA government insurance for qualifying HECM loans, that any or all of these entities will continue to participate in the reverse mortgage industry, or that they will not make material changes to the laws, regulations, rules, or practices applicable to reverse mortgage programs. For example, HUD previously implemented certain lending limits for the HECM program, and added credit-based underwriting criteria designed to assess a borrower’s ability and willingness to satisfy future tax and insurance obligations. Further, the Trump administration has generally indicated an intent to scrutinize and reduce the scale of government agencies, programs, and spending. Changes that may be implemented as a result of the Trump administration’s initiatives and the resulting impact on the FHA, HUD, Ginnie Mae, and the HECM program remain uncertain.

Changes in the nature or extent of the insurance provided by the FHA in connection with the HECM program could have broad adverse market implications. Additionally, any future increases in the premiums FAR is required to pay to the FHA for upfront and/or annual mortgage insurance would increase insurance premiums for our borrowers and may negatively impact origination volumes. Industry changes of this nature would negatively affect demand for FAR’s mortgage services and consequently its origination volume, which could be detrimental to our business.

In addition, Ginnie Mae’s participation in the reverse mortgage industry may be subject to economic and political changes that cannot be predicted. If participation by Ginnie Mae in the reverse mortgage market were reduced or eliminated, or its structure were to change (e.g., limitation or removal of the guarantee obligation), our ability to originate HECM loans and issue HMBS could be adversely affected. These developments could materially and adversely impact our portfolio.

We are subject to legal proceedings, federal or state governmental examinations, and enforcement investigations from time to time. Some of these matters are highly complex and slow to develop, and results are difficult to predict or estimate.

We are currently and routinely involved in legal proceedings concerning matters that arise in the ordinary course of our business. These proceedings are generally based on alleged violations of consumer protection, employment, foreclosure, contract, tort, fraud, and other laws. Additionally, we may be named in litigation arising out of the servicing practices of our Subservicers from time to time, including class or mass actions. For example, FAR is currently named as a defendant in a class action case in which the plaintiffs (borrowers and heirs) are alleging that FAR, acting through its Subservicer, charged foreclosure related attorney’s fees as well as certain other foreclosure costs and expenses in violation of HUD regulations and applicable law. The matter is in very early stages of litigation and as a result, it is not possible to determine whether a loss is reasonably possible or estimable. Even if we are not a named defendant in litigation arising out of the servicing practices of our Subservicer, we may ultimately be required to indemnify our Subservicer for their costs associated with litigation arising out of the servicing practices of our Subservicer in certain circumstances. As another example, we are subject to labor laws such as the California Labor Code, pursuant to which a plaintiff has filed a representative action under the California Private Attorney General Act (the “PAGA” and such litigation, the “PAGA Litigation”) seeking statutory penalties for alleged violations related to the calculation of overtime pay, errors in wage statements, and meal and rest break violations, among other things. Due to the unpredictable nature of litigation generally, and the wide discretion afforded the Court in awarding civil penalties in PAGA actions, the outcome of this matter cannot be presently determined, and a range of possible losses cannot be reasonably estimated. Additionally, along with others in our industry, we are subject to (and many continue to receive in the future) repurchase and indemnification claims regarding, among other things, alleged breaches of representations and warranties relating to the sale of mortgage loans, the placement of mortgage loans into securitization trusts, or the servicing of mortgage loans. We are subject to certain legal claims from time to time from third parties including transaction counterparties, prior vendors or contract counterparties, and current and former employees, in each case, of the Company (including its discontinued operations) or another transaction counterparty or legacy seller or company. We are also subject to legal actions or proceedings resulting from actions alleged to have occurred prior to our acquisition of a company or a business.
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When the claims occurred as a result of actions taken before the Company purchased the related business, we generally have indemnification claims against the sellers; however, if they do not or cannot pay, we may suffer losses. Further, because we originate and service a significant number of HECM loans insured by the FHA, there is the possibility that we could be subject to litigation brought by HUD pursuant to the False Claims Act. The number of legal proceedings we are involved in may increase in the future, including certified class or mass actions. Litigation and other proceedings may require that we pay settlement costs, legal fees, damages, including punitive damages, penalties, or other charges, or be subject to injunctive relief affecting our business practices, any or all of which could adversely affect our financial results. Certain pending or threatened legal proceedings (including the PAGA Litigation as well as other employment misclassification cases) may include claims for substantial compensatory, punitive, and/or statutory damages or claims for an indeterminate amount of damages. Legal proceedings brought under federal or state consumer protection statutes may result in a separate fine for each violation of the statute, which, particularly in the case of representative or class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities and that could have a material adverse effect on our liquidity, financial position, and results of operations. While our Company handles legal proceedings in the ordinary course, the volume of claims and the amount of associated expenses, costs, damages, penalties, and fines that we could incur in connection with these claims could have an adverse effect on our financial condition and results of our operations and could cause reputational harm to us or otherwise result in management distraction.

Our business is also subject to extensive examinations, investigations, and reviews by various federal, state, and local governmental, regulatory, and enforcement agencies. We have historically had, continue to have, and may in the future have a number of open investigations, subpoenas, examinations, and inquiries by these agencies related to our origination practices, violations of the FHA’s requirements, our financial reporting, and other aspects of our business. These matters may include investigations by, among others, the DOJ, HUD, and various state agencies, which can result in the payment of fines and penalties, changes to business practices, and the entry of consent decrees or settlements. The costs of responding to inquiries, examinations, and investigations can be substantial.

Responding to examinations, investigations, and reviews by various federal, state, and local governmental, regulatory, and enforcement agencies requires us to devote substantial legal and regulatory resources, resulting in higher costs and lower net cash flows. Adverse results in any of these matters could further increase our operating expenses and reduce our revenues, require us to change business practices, limit our ability to grow, and otherwise materially and adversely affect our business, reputation, financial condition, or results of operations. To the extent that an examination or other regulatory engagement reveals a failure by us to comply with applicable law, regulations, or licensing requirements, this could lead to (i) loss of our licenses and approvals to engage in our business, (ii) damage to our reputation in the industry and loss of client relationships, (iii) governmental investigations and enforcement actions resulting in administrative fines and penalties, (iv) litigation, (v) civil and criminal liability, including class action lawsuits, and actions to recover incentive and other payments made by governmental entities, (vi) enhanced compliance requirements, (vii) breaches of covenants and representations under our servicing, debt, or other agreements, (viii) inability to raise capital, and (ix) inability to execute on our business strategy. Any of these occurrences could further increase our operating expenses and reduce our revenues, require us to change business practices and procedures, and limit our ability to grow or otherwise materially and adversely affect our business, reputation, financial condition, or results of operations.

Moreover, regulatory changes resulting from the Dodd-Frank Act and other regulatory changes such as the CFPB’s examination and enforcement authority, the “whistleblower” provisions of the Dodd-Frank Act, and guidance on whistleblowing programs issued by the New York State Department of Financial Services could increase the number of legal and regulatory enforcement proceedings against us. The CFPB has broad enforcement powers and has been active in investigations and enforcement actions and, when necessary, has issued civil money penalties to parties the CFPB determines have violated the laws and regulations it enforces. In addition, while we take numerous steps to prevent and detect employee misconduct, such as fraud, employee misconduct cannot always be deterred or prevented and could subject us to additional liability.

We establish reserves for pending or threatened legal proceedings when it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. Legal proceedings are inherently uncertain, and our estimates of loss are based on judgments and information available at that time. Our estimates may change from time to time for various reasons, including factual or legal developments in these matters. There cannot be any assurance that the ultimate resolution of our litigation and regulatory matters will not involve losses, which may be material, in excess of our recorded accruals or estimates of reasonably probable losses.
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Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, or our ability to pay our debts, and could divert our cash flow from operations to debt payments.

As of December 31, 2025, we had $30.2 billion in total indebtedness outstanding, $10.9 billion of which was senior secured indebtedness under our nonrecourse debt, warehouse facilities, and other lines of credit, and $329.9 million of which was corporate indebtedness, consisting of $256.1 million of secured notes, net of unamortized debt discount and issuance costs, $53.8 million of Convertible Notes, and $20.0 million of an unsecured working capital note. As of December 31, 2025, we also had $18.9 billion of HMBS related obligations that are recorded on our balance sheet. We also have other significant contractual obligations, including our obligations to make payments under the Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) entered into by the Company and certain owners of FOA Equity (the “TRA Parties”). Our high level of debt could have important consequences, including the following:

•making it more difficult for us to satisfy our obligations with respect to our debt;
•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;
•requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
•increasing our vulnerability to general adverse economic and industry conditions;
•exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
•limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
•placing us at a disadvantage compared to other, less leveraged competitors; and
•increasing our cost of borrowing.

Our ability to service our indebtedness is dependent on cash flow generated and made available by our subsidiaries, which may be subject to limitations beyond our control.

The Company is a holding company, and its consolidated assets are owned by, and its business is conducted through, its subsidiaries. Accordingly, our ability to make scheduled payments on and to refinance our indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to the applicable entity required to make an applicable debt service payment.

Our subsidiaries’ ability to generate cash flow is subject to their financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business, and other factors, many of which are beyond our control, including the availability of financing in the international banking and capital markets. For example, one of the strategies that our Company utilizes to repay and service its debt is to monetize equity in its outstanding securitizations of non-agency reverse mortgage loans. This strategy entails exercising optional redemption rights in connection with outstanding securitization transactions backed by non-agency reverse mortgage loans and reissuing MBS backed by such non-agency reverse mortgage loans (along with available newly originated non-agency reverse mortgage loans). The success of any such securitization transaction is highly dependent on the condition of the securitization markets and, in particular, the MBS market. No assurance can be given as to whether any such transaction can be executed as contemplated by the Company. Further, lower revenues generally will reduce available cash flow. We cannot assure you that our subsidiaries will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt, or to fund our other liquidity needs.

Further, even if a subsidiary does generate cash flow, our ability to use such cash to service our indebtedness depends on their ability to make such cash available to the applicable entity required to make an applicable debt service payment.
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Each subsidiary is a distinct legal entity and under certain circumstances may not be able to, or may not be permitted due to legal or contractual restrictions to, make distributions or repay intercompany loans to enable the applicable entity in our corporate structure to make payments in respect of its indebtedness. For example, laws that require companies to maintain minimum amounts of capital and to make payments to shareholders only from profits may restrict the ability of a subsidiary to make a distribution, even if such subsidiary has cash. In the event that a subsidiary is unable to distribute cash, we may be unable to make required principal and interest payments on our indebtedness. See “—Risks Related to Our Organizational Structure—The Company is a holding company and its only material asset is its interest in FOA Equity. It is accordingly dependent upon distributions from FOA Equity to pay taxes, make payments under the Tax Receivable Agreement, and pay dividends.”

If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could cause us to default on our debt obligations and impair our liquidity. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. Moreover, in the event of a default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable. See “—Our failure to comply with the requirements of our outstanding indebtedness could result in an event of default that could materially and adversely affect our financial condition and ultimately force us into liquidation or bankruptcy.”

We are required to repay certain debt facilities in whole or in part in 2026 and such payments will require access to capital, which may not be available from cash flows resulting from our subsidiaries’ operations or from third-party sources on favorable terms, or at all, at the time of repayment, especially in light of current market conditions, which could adversely affect our financial position.

FAR’s warehouse facility backed by HECM loan mortgage servicing rights (the “HMSR Financing”) entered its scheduled amortization period in the fourth quarter of 2025, during which FAR is required to repay the aggregate principal amount outstanding under the facility in equal monthly installments until the maturity date. As of December 31, 2025, the aggregate principal amount outstanding under the HMSR Financing was $63.5 million. The HMSR Financing accrues interest at the Secured Overnight Financing Rate plus an applicable margin and matures on October 31, 2027. Additionally, the Company’s subsidiary, FOAF, has senior secured notes outstanding (the “Senior Secured Notes”). As of December 31, 2025, the aggregate principal amount outstanding pursuant to the Senior Secured Notes was $150.8 million. The Senior Secured Notes accrue interest at a rate of 8.875% per annum. $60.0 million of the principal amount of the Senior Secured Notes will mature on the stated maturity date of November 30, 2026. The remaining principal amount of the Senior Secured Notes in excess of $60.0 million is also scheduled to mature on the stated maturity date of November 30, 2026; however FOAF has the option to extend the maturity date for such remaining principal amount to November 30, 2027.

Our ability to repay the amounts due in 2026 with respect to the HMSR Financing and the Senior Secured Notes generally requires access to capital. One of the strategies that our Company utilizes to repay and service its debt is to monetize equity in its outstanding securitizations of non-agency reverse mortgage loans. However, there can be no assurance that the Company and its applicable subsidiaries will be able to enter into the transactions necessary to monetize equity in outstanding securitizations or that capital from cash flows resulting from our subsidiaries’ operations will otherwise be available to repay amounts due in 2026, as described in further detail above under “—Our ability to service our indebtedness is dependent on cash flow generated and made available by our subsidiaries, which may be subject to limitations beyond our control.” If capital from the monetization of equity in our outstanding securitizations and other cash flows resulting from our subsidiaries’ operations is insufficient to pay amounts due, we would need to obtain capital from third-party sources, which may include obtaining alternative financing for our HECM loan mortgage servicing rights to replace the HMSR Financing. Our access to additional third-party sources of capital at the time of repayment of such amounts will depend, in part, on:

•general market conditions;
•the market’s perception of our growth potential;
•our current debt levels;
•our ability to successfully refinance our current debt on favorable terms to the Company;
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•our current and expected future earnings;
•our cash flow; and
•the market price per share of our common stock.

Further, restrictions in any future debt agreements could limit our growth and our ability to engage in certain activities. See “—The agreements that govern our senior notes, warehouse facilities, and lines of credit impose significant operating and financial restrictions on the Company and its restricted subsidiaries, which may prevent us from capitalizing on business opportunities.”

Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above.

As of December 31, 2025, we had unused total borrowing capacity of $0.5 billion under our warehouse facilities and other lines of credit, all of which would be secured indebtedness, including $0.1 billion of unused committed borrowing capacity, pursuant to which we would be able to incur additional indebtedness. Further, subject to the limits contained in the agreements that govern our warehouse facilities and lines of credit, the indentures that govern the Senior Secured Notes and the Exchangeable Secured Notes, and the applicable agreements governing our other existing indebtedness, we may be able to enter into additional arrangements and incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. Although certain of the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. To the extent new debt is added to our current debt levels, the substantial leverage risks described in “—Our substantial leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, or our ability to pay our debts, and could divert our cash flow from operations to debt payments” would increase.

The agreements that govern our senior notes, warehouse facilities, and lines of credit impose significant operating and financial restrictions on the Company and its restricted subsidiaries, which may prevent us from capitalizing on business opportunities.

The agreements that govern our senior notes, warehouse facilities, and lines of credit impose significant operating and financial restrictions on us. These restrictions in the applicable indenture or related loan agreement will limit the ability of the Company and its restricted subsidiaries to, among other things:

•incur or guarantee additional debt or issue disqualified stock or preferred stock;
•pay dividends and make other distributions on, or redeem or repurchase, capital stock;
•make certain investments;
•incur certain liens;
•enter into transactions with affiliates;
•merge or consolidate;
•enter into agreements that prohibit the ability of restricted subsidiaries to make dividends or other payments to the Company or other subsidiaries;
•designate restricted subsidiaries as unrestricted subsidiaries;
•prepay, redeem, or repurchase certain indebtedness; and
•transfer or sell assets.

The terms of any future indebtedness we may incur could include more restrictive covenants. As a result of the restrictions described above and any additional restrictions imposed by future indebtedness we may incur, we will be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities, which could in turn adversely affect our business, financial condition, and operating results. Additionally, if we failed to comply with these restrictions, an event of default could occur and the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable. See “—Our failure to comply with the requirements of our outstanding indebtedness could result in an event of default that could materially and adversely affect our financial condition and ultimately force us into liquidation or bankruptcy.”
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The agreements that govern our warehouse facilities and lines of credit typically contain covenants relating to our financial condition and we may experience difficulties in complying with such financial covenants.

The agreements that govern our warehouse facilities and lines of credit typically contain, and we expect that other financing facilities that we may enter into in the future will typically contain, covenants that, among other things, impose requirements relating to minimum tangible or adjusted tangible net worth, maximum leverage ratio of total liabilities (which may include off-balance sheet liabilities) or indebtedness to tangible or adjusted tangible net worth, minimum liquidity or minimum liquid assets, and minimum net income or pre-tax net income. Our lenders may require that the thresholds set forth in these covenants be modified from time to time as conditions change or as a result of our business activity. See “—Risks Related to Our Lending Business—FAR’s status as an approved non-supervised FHA mortgagee and an approved Ginnie Mae issuer is subject to compliance with each of their respective guidelines and other conditions they may impose, and the failure to meet such guidelines and conditions could have a material adverse effect on our overall business and our financial position, results of operations, and cash flows.” We have at times had difficulties complying with certain financial covenants and have had to obtain waivers or amendments to the terms of the affected covenants. While we have been able to secure amendments or waivers with respect to, or to terminate, all affected lending arrangements when needed in the past, there is no assurance that our lenders would provide waivers for or agree to amendments to address any future difficulties we encounter in complying with our financial covenants. Further, we may have to agree to other covenants in connection with securing waivers or amendments in the future. If we were to experience difficulties in complying with financial covenants in the future and we were not able to secure a waiver or amendment or terminate the applicable financing arrangement, we could breach such a financial covenant and an event of default could occur. Upon the occurrence and during the continuance of an event of default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable. See “—Our failure to comply with the requirements of our outstanding indebtedness could result in an event of default that could materially and adversely affect our financial condition and ultimately force us into liquidation or bankruptcy.”

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

As of December 31, 2025, $18.2 billion, or 60%, of our outstanding indebtedness had variable interest rates. When interest rates increase, our debt service obligations on this variable rate indebtedness increase, even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, correspondingly decreases. Interest rates have increased in the near term, causing our indebtedness service obligations on our variable rate indebtedness to increase. Interest rates may increase above current levels in the future, further increasing our debt service obligations on our variable rate indebtedness and adversely impacting our net income and cash flows, including cash available for servicing our indebtedness.

Our failure to comply with the requirements of our outstanding indebtedness could result in an event of default that could materially and adversely affect our financial condition and ultimately force us into liquidation or bankruptcy.

If we are unable to comply with the restrictions or the financial or other covenants contained in any of the agreements relating to our outstanding indebtedness obligations or are unable to make the payments required under any of our outstanding indebtedness obligations, it could result in an event of default under the agreements relating to the applicable indebtedness. If an event of default were to occur and be continuing, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. By reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable. Such an acceleration could materially and adversely affect our financial condition and we cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance, or restructure our indebtedness under our secured debt upon an event of default, including our warehouse facilities, lines of credit, or senior secured notes, the holders of such debt could elect to terminate their commitments thereunder, cease making loans, and institute foreclosure proceedings against our assets.
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As a result of such events, we could ultimately be forced into bankruptcy or liquidation.

Risks Related to Our Organizational Structure

The Company is a holding company and its only material asset is its interest in FOA Equity. It is accordingly dependent upon distributions from FOA Equity to pay taxes, make payments under the Tax Receivable Agreement, and pay dividends.

The Company is a holding company and it has no material assets other than its direct and/or indirect ownership of Class A Units of FOA Equity (“Class A LLC Units”) and Series A Convertible Perpetual Preferred Units of FOA Equity (“Series A Preferred LLC Units”). The Company has no independent means of generating revenue. The Company intends to cause FOA Equity to make distributions to the holders of Class A LLC Units, including the Company, in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the Tax Receivable Agreement, and dividends, if any, declared by the Company with respect to its Class A Common Stock. The Company intends to cause FOA Equity to make distributions to the Company, as the sole holder of Series A Preferred LLC Units, in an amount sufficient to enable the Company to make dividend payments to the holders of the Series A Preferred Stock. Deterioration in the financial condition, earnings, or cash flow of FOA Equity and its subsidiaries for any reason could limit or impair FOA Equity’s ability to make such distributions. In addition, 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. Further, our existing financing arrangements include, and any financing arrangement that we enter into in the future may include, restrictions that impact FOA Equity’s ability to make distributions to the Company. To the extent that the Company needs funds and FOA Equity is unable to make distributions to the Company due to its financial condition, restrictions under applicable law or regulation, restrictions under the terms of our financing arrangements, or for any other reason, such inability to make distributions could materially adversely affect our liquidity, financial condition, and ability to pay dividends to shareholders.

The Company will be required to pay income taxes on its allocable share of any net taxable income of FOA Equity.

FOA Equity is, and it is anticipated that FOA Equity will continue to be, treated as a partnership for U.S. federal income tax purposes. As such, FOA Equity will generally not be subject to any entity-level U.S. federal income tax. Instead, taxable income or loss will be allocated to holders of Class A LLC Units, including the Company. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income (offset by any allowable prior period taxable losses) of FOA Equity. Our allocable share of FOA Equity’s net taxable income or loss will increase over time as the FOA Equity unitholders exchange their Class A LLC Units for shares of the Company’s Class A Common Stock.

In addition, additional tax liability may be imputed for adjustments to a partnership’s tax return to the partnership itself in certain circumstances, absent an election to the contrary. FOA Equity may be subject to material additional tax liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect. Any such additional tax liabilities would be allocated to holders of Class A LLC Units, including the Company.

The Company is required to make payments under the Tax Receivable Agreement for certain tax benefits the Company may claim, and the amounts of such payments could be significant.

The Company entered into the Tax Receivable Agreement with the TRA Parties. The Tax Receivable Agreement generally provides for the payment by the Company to the TRA Parties of 85% of the cash tax benefits, if any, that the Company is deemed to realize (calculated using certain simplifying assumptions) as a result of (i) tax basis adjustments as a result of sales and exchanges of Class A LLC Units and certain distributions with respect to Class A LLC Units, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to making payments under the Tax Receivable Agreement.
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The Company will generally retain the benefit of the remaining 15% of these cash tax benefits.

Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The anticipated tax basis adjustments, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of the Company’s Class A Common Stock at the time of the exchanges, the extent to which such exchanges are taxable, the amount of tax attributes, changes in tax rates, and the amount and timing of the Company’s income. As a result of the size of the anticipated tax basis adjustment of the tangible and intangible assets of FOA Equity and the Company’s possible utilization of certain tax attributes, the payments that the Company may make under the Tax Receivable Agreement are expected to be substantial.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that if the Company exercises its right to terminate the Tax Receivable Agreement or if a change in control of the Company or a material breach of the Company’s obligations under the Tax Receivable Agreement occurs, all obligations under the Tax Receivable Agreement will be accelerated. The amount due and payable in those circumstances is determined based on certain assumptions, including an assumption that any Class A LLC Units that have not been exchanged are deemed exchanged for the market value of Class A Common Stock at the time of the termination or the change of control and an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of these assumptions, the Company would be required to make a cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement. This could in turn result in (i) the Company being required to make cash payments to the TRA Parties that are greater than the specified percentage of the actual benefits the Company ultimately realizes in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) the Company being required to make payments in respect of tax benefits significantly in advance of the actual realization, if any, of such tax benefits. In these situations, the Company’s obligations under the Tax Receivable Agreement could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combination, or other changes of control due to the additional transaction costs a potential acquirer may attribute to satisfying such obligations. The Company may need to incur additional debt to finance payments under the Tax Receivable Agreement to the extent its cash resources are insufficient to meet its obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. There can be no assurance that the Company will be able to finance its obligations under the Tax Receivable Agreement.

The Company will not be reimbursed for any payments made to the TRA Parties under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

The U.S. federal income tax rules applicable to the Company are complex and factual in nature. There can be no assurance that the Internal Revenue Service or a court will agree with the Company’s tax reporting positions. As a result, it is possible that the Company could make cash payments under the Tax Receivable Agreement that are substantially greater than its actual cash tax savings. The Company will not be reimbursed for any cash payments previously made to the TRA Parties pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by the Company are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by the Company to a TRA Party will be netted against any future cash payments that the Company might otherwise be required to make under the terms of the Tax Receivable Agreement. However, a challenge to any tax benefits initially claimed by the Company may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that the Company might otherwise be required to make under the terms of the Tax Receivable Agreement. As a result, there might not be sufficient future cash payments due from the Company to the TRA Parties under the Tax Receivable Agreement that the Company can net against to fully account for earlier payments made to the TRA Parties under the Tax Receivable Agreement in respect of tax benefits that were ultimately disallowed.
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Certain of the TRA Parties have substantial control over the Company, and their interests, along with the interests of other TRA Parties, may conflict with your interests.

The TRA Parties may receive payments from the Company under the Tax Receivable Agreement upon any redemption or exchange of their Class A LLC Units, including the issuance of shares of Class A Common Stock upon any such redemption or exchange. As a result, the interests of the TRA Parties may conflict with the interests of holders of Class A Common Stock. For example, the TRA Parties may have different tax positions from the Company, which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when the Company should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration tax or other considerations of TRA Parties even in situations where no similar considerations are relevant to the Company.

The Company is not required to distribute any excess tax distributions that it receives from FOA Equity to the Company’s stockholders.

Under the terms of the Second Amended and Restated Limited Liability Company Agreement of FOA Equity (the “Second A&R LLC Agreement”), FOA Equity is obligated to make tax distributions to holders of Class A LLC Units (including the Company) at certain assumed tax rates. These tax distributions may in certain periods exceed the Company’s tax liabilities and obligations to make payments under the Tax Receivable Agreement. The Board of Directors of the Company (the “Board”), in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, acquiring additional newly issued Class A LLC Units from FOA Equity at a per unit price determined by reference to the market value of the Class A Common Stock; paying dividends, which may include special dividends, on its Class A Common Stock; funding repurchases of Class A Common Stock; or any combination of the foregoing. The Company will have no obligation to distribute such cash (or other available cash other than any declared dividend) to its stockholders. To the extent that the Company does not distribute such excess cash as dividends on its Class A Common Stock or otherwise undertake ameliorative actions between Class A LLC Units and shares of Class A Common Stock and instead, for example, hold such cash balances, the FOA Equity unitholders may benefit from any value attributable to such cash balances as a result of their ownership of Class A Common Stock following a redemption or exchange of their Class A LLC Units, notwithstanding that the FOA Equity unitholders may previously have participated as holders of Class A LLC Units in distributions by FOA Equity that resulted in such excess cash balances at the Company.

Risks Related to Ownership of our Class A Common Stock

The market price of our securities may fluctuate or decline.

Fluctuations in the price of the Company’s securities could contribute to the loss of all or part of your investment. The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. In 2022, 2023, and the first half of 2024, the price of our Class A Common Stock generally experienced significant decline as a result of challenging macroeconomic conditions and sustained higher inflation and interest rates. While our stock price increased in the second half of 2024, it fluctuated during the course of 2025 and overall experienced a decline as of December 31, 2025 when compared to December 31, 2024. Continued economic uncertainty, including, without limitation, higher inflation and interest rates, and any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include, but are not limited to, the following:

•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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•changes in the market’s expectations about our operating results;
•sustained increases in market interest rates that may lead purchasers of our shares to demand higher yield;
•success of competitors;
•our operating results failing to meet the expectation of securities analysts or investors in a particular period;
•changes in financial estimates and recommendations by securities analysts concerning the Company or the reverse mortgage industry or mortgage industry in general;
•a ratings action by a rating agency with respect to our Company;
•operating and share price performance of other companies that investors deem comparable to us;
•our ability to market new and enhanced products on a timely basis;
•changes in laws and regulations affecting our business;
•our ability to meet compliance requirements;
•commencement of, or involvement in, litigation involving us;
•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
•the volume of shares of Class A Common Stock available for public sale;
•any major change in our Board or management;
•sales of substantial amounts of Class A Common Stock by our directors, executive officers, or significant shareholders or the perception that such sales could occur; and
•general economic and political conditions such as recessions, interest rate changes, continued inflation, and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies that investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial condition, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

The trading history of our common stock has been characterized by low trading volume.

Our Class A Common Stock started trading on the NYSE on April 5, 2021 and on NYSE Texas on August 15, 2025. During 2025, the average daily trading volume of our Class A Common Stock was 117,124 shares. We cannot predict the extent to which investor interest in us will lead to a more active trading market in our securities or how much more liquid these markets might become. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends upon the presence in the marketplace of willing buyers and sellers of our securities at any given time, which presence is dependent upon the individual decisions of investors, over which we have no control. Our low trading volume could result in increased share price volatility, downward pricing pressure, and inability to sell your shares at desired price levels, if at all.

If securities or industry analysts do not publish research or reports about the Company, or if they publish adverse recommendations regarding the Company's securities, then the Company's stock price and trading volume could decline.

The trading market for the Company’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Company, its business, market, or competitors. No securities or industry analysts are currently covering the Company or regularly publishing reports on the Company. This may adversely impact Company visibility in the financial markets, which in turn could cause its share price or trading volume to decline. If securities or industry analysts do publish research or reports about the Company in the future, any adverse recommendation regarding the Company’s securities, or any more favorable relative recommendations about the Company’s competitors, may result in a decline in the price of the Company’s securities.

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The terms of the Company’s Series A Preferred Stock may materially adversely affect the value and rights of the Company’s Class A Common Stock.

On December 15, 2025, the Company issued 50,000 shares of Series A Preferred Stock pursuant to a Certificate of Designations (the “Certificate of Designations”) and sold such shares at a price of $1,000 per share for an aggregate purchase price of $50.0 million. The Series A Preferred Stock ranks senior to the Company’s Class A Common Stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The holders of the Series A Preferred Stock are entitled to a dividend, payable in cash quarterly in arrears, at an initial annual rate of 9.0%, which rate increases to 12.0% on the seventh anniversary of the issuance date, and by 1.0% on each anniversary of the issuance date thereafter until reaching a maximum annual rate of 16.0%. As a result, for so long as the Series A Preferred Stock is outstanding, the Company will be required to use available cash to pay such quarterly dividends, which cash could have otherwise been used by the Company to enhance its operations, pay down its debt, take advantage of strategic opportunities, or pay dividends with respect to its Class A Common Stock. See “—Because we have no current plans to pay cash dividends on our shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of Class A Common Stock for a price greater than that which you paid for it.” Further, the event of (i) any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, (ii) certain “change of control” transactions, or (iii) upon the occurrence of certain “events of default,” the Company may not make or set aside any distribution or payment out of the assets of the Company in respect of Class A Common Stock unless and until holders have received an amount per share of Series A Preferred Stock equal to $1,000, plus any accrued and unpaid dividends (subject to a make-whole amount per share reflecting a minimum return of 1.5x) or, if greater, the value of such share of Series A Preferred Stock on an as-converted basis.

Shares of the Series A Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations, into shares of Class A Common Stock at a rate equal to (i) $1,000 divided by (ii) the conversion price, and a cash payment for accrued and unpaid dividends, cash in lieu of fractional shares, and, in certain circumstances, dividend catch-up payments relating to dividends on other equity. The initial conversion price is $35.00, subject to certain anti-dilution adjustments and adjustments for Delayed Redemption Elections (as defined below). On each of the seventh, eighth, and tenth anniversaries of the issuance date, the conversion price then in effect will be reduced by 15%. Any such conversion would be dilutive to then-current holders of Class A Common Stock and may adversely affect the price of the Company’s Class A Common Stock. See “—You may be diluted by the future issuance of additional Class A Common Stock or Class A LLC Units in connection with the Company’s incentive plans, acquisitions, warrants, notes, Series A Preferred Stock, or otherwise.” Further, subsequent to conversion, such holders could sell all or a substantial portion of their resulting shares of Class A Common Stock, which may adversely affect the price of the Company’s Class A Common Stock. See “—There may be sales of a substantial amount of Class A Common Stock by certain of the Company’s shareholders and these sales could cause the price of the Company’s securities to fall.”

At any time on or following the fourth anniversary of the issuance date, the Company may redeem all of the Series A Preferred Stock for a per-share amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and unpaid dividends. Holders representing a majority of the Series A Preferred Stock may elect to extend (a “Delayed Redemption Election”) the applicable expiration of the non-call period for one year up to three times, provided that the non-call period cannot be extended past the seventh anniversary of the issuance date. In the event of such a valid Delayed Redemption Election, the applicable conversion price will be increased as set forth in the Certificate of Designations. Any such redemption would involve the payment of cash that could have otherwise been used by the Company to enhance its operations, pay down its debt, take advantage of strategic opportunities, or pay dividends with respect to its Class A Common Stock.

The holders of shares of the Series A Preferred Stock will be entitled to vote on an as-converted basis with the holders of shares of the Company’s Class A Common Stock and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and together with Class A Common Stock, “Common Stock”) as a single class, provided that no holder will be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. As a result, the voting power of the holders of the Company’s Class A Common Stock is diluted by the voting power of the holders of shares of the Series A Preferred Stock.

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If any shares of Series A Preferred Stock remain outstanding as of the seventh year anniversary of issuance date, the holders of a majority of the then-outstanding shares of Series A Preferred Stock originally sold to the funds affiliated with Blue Owl will have the right to designate an individual to serve on the Board, or in their discretion, a non-voting board observer.

The Company may issue additional preferred stock in the future whose terms could materially adversely affect the value and rights of the Company’s Class A Common Stock.

In addition to the already issued Series A Preferred Stock, the Amended and Restated Certificate of Incorporation of the Company (the “A&R Charter”) authorizes the Company to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over the Company’s Class A Common Stock respecting dividends and distributions, as the Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of the Class A Common Stock. For example, the Company might grant holders of newly issued preferred stock the right to elect some number of the Company’s directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences the Company might assign to holders of newly issued preferred stock could affect the residual value of the Class A Common Stock.

Because we have no current plans to pay cash dividends on our shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of Class A Common Stock for a price greater than that which you paid for it.

We expect to retain future earnings, if any, for future operations, expansion, debt repayment, and the payment of quarterly dividends on our Series A Preferred Stock and have no current plans to pay any cash dividends on our Class A Common Stock for the foreseeable future. Any decision to declare and pay dividends on our Class A Common Stock in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our Board may deem relevant. In addition, our ability to pay dividends on our Class A Common Stock may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, by covenants set forth in the Certificate of Designations, and by covenants relating to any future series or class of preferred stock that we may issue. As a result, our stockholders may not receive any return on an investment in our shares of Class A Common Stock unless they sell our shares of Class A Common Stock for a price greater than that which they paid for it.

You may be diluted by the future issuance of additional Class A Common Stock or Class A LLC Units in connection with the Company’s incentive plans, acquisitions, warrants, notes, Series A Preferred Stock, or otherwise.

As of March 11, 2026, the Company had 8,551,931 shares of Class A Common Stock issued and vested, 425,850 shares of Class A Common Stock issued but unvested, and 5,991,022,219 shares of Class A Common Stock authorized but unissued, which authorized but unissued shares include 7,731,821 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are held by FOA Equity unitholders (other than the Company), 357,113 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are potentially issuable to AAG/Bloom in connection with our acquisition of operational assets from AAG/Bloom, 5,337,928 shares of Class A Common Stock issuable upon exchange of Exchangeable Secured Notes, 1,428,571 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock (based on the conversion price as of March 11, 2026), 2,222,222 shares of Class A Common Stock issuable upon conversion of the Convertible Notes (based on the early conversion price of $18.00 per share applicable prior to the one year anniversary of the issuance date (on which the conversion price increases to $19.00 per share)), 720,000 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are issuable upon exercise of options granted to certain members of senior management, 770,000 shares of Class A Common Stock directly issuable upon exercise of options granted to certain members of senior management, 1,165,299 shares of Class A Common Stock issuable upon settlement of outstanding Non-LTIP Restricted Stock Units (“Non-LTIP RSUs”), 471,115 shares of Class A Common Stock issuable upon the occurrence of the First Earnout Achievement Date (or upon exchange of Class A LLC Units that are issuable upon the occurrence of the First Earnout Achievement Date) (38,161 of which would be exchanged to fund the settlement of the Earnout Right Restricted Stock Units (“Earnout Right RSUs”) that vest on the First Earnout Achievement Date), 471,115 shares of Class A Common Stock issuable upon the occurrence of the Second Earnout Achievement Date (or upon exchange of Class A LLC Units that are issuable upon the occurrence of the Second Earnout Achievement Date) (38,161 of which would be exchanged to fund the settlement of the Earnout Right RSUs that vest on the Second Earnout Achievement Date), 1,437,500 shares of Class A Common Stock issuable upon exercise of certain warrants, and additional shares of Class A Common Stock issuable upon vesting (which occurs upon the consummation of a Change of Control (as defined in the Finance of America Companies Inc. 2021 Omnibus Incentive Plan)) of 2,000,000 Class B Units of FOA Equity (“Class B Units”) granted to certain of the Company’s executive officers, conversion of such Class B Units into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Company’s Class A Common Stock as of the vesting date over the closing price of the Company’s Class A Common Stock on the date of grant, and exchange of such resulting Class A LLC Units for shares of Class A Common Stock.
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The A&R Charter authorizes the Company to issue these shares of Class A Common Stock and options, rights, warrants, preferred stock, and appreciation rights relating to Class A Common Stock for the consideration and on the terms and conditions established by the Board in its sole discretion, whether in connection with acquisitions or otherwise. Similarly, the Second A&R LLC Agreement permits FOA Equity to issue an unlimited number of additional limited liability company interests of FOA Equity with designations, preferences, rights, powers, and duties that are different from, and may be senior to, those applicable to the Class A LLC Units, and which may be exchangeable for shares of Class A Common Stock. Further, as of March 11, 2026, the Company has reserved an aggregate of 1,216,215 additional shares of Class A Common Stock and Class A LLC Units for issuance under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (excluding the reserve for the options and the Non-LTIP RSUs described earlier in this paragraph). Any Class A Common Stock that the Company issues, including under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who own shares of Class A Common Stock.

There may be sales of a substantial amount of Class A Common Stock by certain of the Company’s shareholders and these sales could cause the price of the Company’s securities to fall.

Pursuant to the Registration Rights Agreement, dated as of April 1, 2021, by and among FOA and the shareholders party thereto, certain shareholders were entitled to demand that the Company register the resale of their securities subject to certain minimum requirements. These shareholders also have certain “piggyback” registration rights with respect to previously filed registration statements.

On June 9, 2022,our post-effective amendment No.1 on Form S-1 to Form S-3 was declared effective by the SEC (the “Registration Statement”). Further, on August 18, 2023, we filed a registration statement on Form S-3 (such registration statement, the “AAG/Bloom Registration Statement”) relating to the registration for offer and sale of the up to 3,389,366 shares of Class A Common Stock (which number reflects the 10:1 reverse splits of Class A Common Stock and Class A LLC Units, each effective on July 25, 2024) exchangeable by AAG/Bloom pursuant to the Exchange Agreement, dated as of April 1, 2021, by and among FOA, FOA Equity, and the holders of Class A LLC Units from time to time. The AAG/Bloom Registration Statement was declared effective by the SEC on September 1, 2023.

On October 31, 2024, FOAF issued $146,793,000 of 10.000% Exchangeable Senior Secured Notes due 2029 (the “Exchangeable Secured Notes”). The Exchangeable Secured Notes are exchangeable into shares of Class A Common Stock. The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of Exchangeable Secured Notes, which is equivalent to an initial exchange price of $27.50 per share of Class A Common Stock, and is subject to adjustment as provided in the related indenture. On March 14, 2025, we filed a registration statement on Form S-3 relating to the registration for offer and sale of the up to 5,337,928 shares of Class A Common Stock deliverable upon exchange of the Exchangeable Secured Notes (the “Exchangeable Secured Note Registration Statement”). The Exchangeable Secured Note Registration Statement was declared effective by the SEC on April 7, 2025.

On December 15, 2025, the Company issued 50,000 shares of Series A Preferred Stock. On February 13, 2026, we filed a registration statement on Form S-3 relating to the registration for offer and sale of the up to 50,000 shares of Series A Preferred Stock and 2,326,190 shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock (the “Series A Preferred Stock Registration Statement” and together with the Registration Statement, the AAG/Bloom Registration Statement, and the Exchangeable Secured Note Registration Statement, the “Registration Statements”).
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The Series A Preferred Stock Registration Statement was declared effective by the SEC on February 25, 2026.

Under the Registration Statements, such applicable parties may sell large amounts of our Class A Common Stock in the open market or in privately negotiated transactions. Such sales could have the effect of increasing the volatility in the share price of our Class A Common Stock or putting significant downward pressure on the price of our Class A Common Stock.

Sales of substantial amounts of our Class A Common Stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our Class A Common Stock and make it difficult for us to raise funds through securities offerings in the future.

There can be no assurance that we will be able to satisfy the continued listing standards that are required to be satisfied in order for our Class A Common Stock to continue to be listed on the NYSE and NYSE Texas.

The NYSE and NYSE Texas impose requirements that must be complied with in order for securities to remain listed on the NYSE and NYSE Texas, some of which are not completely within the Company’s control. In the past (prior to the dual listing of our Class A Common Stock on NYSE Texas), we have received notices of non-compliance with the NYSE’s continued listing standards with respect to our Class A Common Stock because the average closing price of our Class A Common Stock had been below $1.00 for a consecutive 30 trading-day period. We effected a 1-for-10 reverse stock split of our Class A Common Stock on July 25, 2024 to regain compliance within the required timeframe for our Class A Common Stock to remain listed on the NYSE. We have not subsequently received any further notices of noncompliance from the NYSE or NYSE Texas with respect to our Class A Common Stock. However, it is possible that we may not be able to comply with continued listing standards of the NYSE and NYSE Texas for our Class A Common Stock in the future. Any such instance of noncompliance may result in the receipt of additional notices of noncompliance from the NYSE and NYSE Texas and ultimately in our Class A Common Stock being delisted.

The receipt of a notice of noncompliance from the NYSE and/or NYSE Texas can have adverse consequences for the Company, even if the Company is able to regain compliance and avoid delisting. Receipt of such a notice can have an adverse impact on investor sentiment and in turn result in a decrease in the share price of our Class A Common Stock. Further, receipt of such a notice can have an adverse impact on the sentiment of our debt investors and warehouse lenders and in turn make it more difficult to obtain and maintain these relationships in the future. Further, if the NYSE and/or NYSE Texas delists the Company’s Class A Common Stock from trading on its exchange for failure to meet the listing standards, the Company and its shareholders could face significant material adverse consequences including:

•a limited availability of market quotations for our securities;
•reduced liquidity for our securities;
•a determination that shares of the Class A Common Stock are a “penny stock” which will require brokers trading in the Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
•a limited amount of news and analyst coverage; and
•a decreased ability to issue additional securities or obtain additional financing in the future.

The Company incurs significant expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition, and results of operations.

The Company faces legal, accounting, administrative, and other costs and expenses as a public company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, and the securities exchanges impose additional reporting and other obligations on public companies. Compliance with public company requirements is costly and time-consuming. For example, the Company has adopted corporate governance requirements and best practices as well as internal controls and disclosure controls and procedures, all of which have expenses associated with them.
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In addition, expenses associated with SEC reporting requirements are incurred in the ordinary course of business. Furthermore, if any issues in complying with those requirements are identified (for example, if the Company’s auditors identify a material weakness or significant deficiency in the Company’s internal controls over financial reporting), the Company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Company’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Company’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Board or as executive officers. The reporting and other obligations imposed by these rules and regulations result in legal and financial compliance costs and costs associated with related legal, accounting, and administrative activities. These costs require the Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The Company may not be able to effectively continue to implement and maintain controls and procedures required by the Sarbanes-Oxley Act that are applicable to us.

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. To continue to comply with such requirements, we may need to undertake various actions from time to time, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. Management may not be able to effectively continue to implement and maintain controls and procedures that adequately respond to the regulatory compliance and reporting requirements that are applicable to the Company. If management is not able to do so, it may not be able to assess whether the Company’s internal controls over financial reporting are effective, which may subject the Company to adverse regulatory consequences and could harm investor confidence and the market price of our securities. In addition, our independent registered public accounting firm is required to issue a report on the effectiveness of our internal controls over financial reporting. In the future, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of the Company are documented, designed, or operating.

If we experience material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, and the price of our securities may decline.

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The identification of any new material weaknesses in the future could limit our ability to prevent or detect a misstatement of our accounts or disclosures and could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and the price of our securities may decline as a result.

The Company was previously a “controlled company” within the meaning of the NYSE rules and, as a result, qualified for exemptions from certain corporate governance requirements. While the Company is no longer a “controlled company,” it is not required to come fully into compliance with such corporate governance requirements until the end of the applicable status change period. Until the Company comes fully into compliance with such requirements, the stockholders of the Company do not have the same protections afforded to stockholders of companies that are fully compliant with such requirements.

Prior to February 27, 2026, the Company was a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. As a result, the Company’s compensation committee and nominating and corporate governance committee have not historically been composed entirely of independent directors.
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By the 90th day following February 27, 2026, the Company will be required to cause its compensation committee and nominating and corporate governance committee to be composed of a majority of independent directors. By February 27, 2027, the Company will be required to cause its compensation committee and nominating and corporate governance committee to be composed entirely of independent directors. Until the Company comes fully into compliance with such requirements, the stockholders of the Company will not have the same protections afforded to stockholders of companies that are subject to and fully compliant with all of the corporate governance requirements of the NYSE.

The principal stockholder has substantial influence over the Company and its interests may conflict with the interests of the Company or its stockholders in the future.

The Company’s principal stockholder is party to a stockholders agreement (the “Stockholders Agreement”) and as of March 11, 2026, beneficially owned approximately 47.7% of the combined voting power of the Company’s Class A Common Stock, Class B Common Stock, and Series A Preferred Stock. Moreover, the Company agreed to nominate to our Board individuals designated by the principal stockholder in accordance with the Stockholders Agreement. The principal stockholder retains the right to designate directors subject to the maintenance of certain ownership requirements in us. As a result, for so long as the principal stockholder continues to own a significant percentage of the Company’s stock, it will be able to significantly influence the composition of the Board and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, the principal stockholder will have significant influence with respect to the Company’s management, business plans, and policies, including the appointment and removal of the Company’s officers.

In particular, for so long as the principal stockholder continues to own a significant percentage of the Company’s stock, the principal stockholder will be able to exert significant influence over whether a change of control of the Company or a change in the composition of the Board occurs. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A Common Stock as part of a sale of the Company and ultimately might affect the market price of the Class A Common Stock.

As of March 11, 2026, the principal stockholder owned approximately 42.7% of the Class A LLC Units. Because it holds ownership interests directly in FOA Equity, the principal stockholder may have conflicting interests with holders of shares of the Class A Common Stock. For example, if FOA Equity makes distributions to the Company, the principal stockholder will also be entitled to receive such distributions pro rata in accordance with the percentage of their membership interest in FOA Equity and their preferences as to the timing and amount of any such distributions may differ from those of the Company’s public stockholders. The principal stockholder may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the Tax Receivable Agreement, whether and when to incur new or refinance existing indebtedness, and whether and when the Company should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration the principal stockholder’s tax or other considerations even where no similar benefit would accrue to the Company.

Anti-takeover provisions under Delaware law could make an acquisition of the Company, which may be beneficial to the Company’s stockholders, more difficult and may prevent attempts by the Company’s stockholders to replace or remove the Company’s management.

The A&R Charter and the Amended and Restated Bylaws of the Company (the “A&R Bylaws”) contain provisions that may make the merger or acquisition of the Company more difficult without the approval of the Board. Among other things, these provisions:

•provide that subject to the rights of the holders of any preferred stock and the rights granted pursuant to the Stockholders Agreement, vacancies and newly created directorships may be filled only by the remaining directors at any time the principal stockholders beneficially own less than 30% of the total voting power of all then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors;
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•allow the Company to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions, or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
•prohibit stockholder action by written consent from and after the date on which the principal stockholders beneficially own at least 30% of the total voting power of all then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors unless such action is recommended by all directors then in office;
•provide for certain limitations on convening special stockholder meetings; and
•establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Further, as a Delaware corporation, the Company is also subject to provisions of Delaware law, which may impede or discourage a takeover attempt that the Company’s stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law may discourage, delay, or prevent a transaction involving a change in control of the Company, including actions that the Company’s stockholders may deem advantageous, or negatively affect the trading price of the Class A Common Stock. These provisions may also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause the Company to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see the section titled “Description of Securities—Certain Anti-Takeover Provisions of Our A&R Charter and A&R Bylaws.”

The A&R Charter designates the Court of Chancery of the State of Delaware or the federal district courts of the U.S., as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Company’s stockholders, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers, or other employees.

The A&R Charter provides that, unless the Company consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder, or employee of the Company to the Company or its stockholders; (iii) any action asserting a claim against the Company arising under the Delaware General Corporation Law (the “DGCL”), the A&R Charter, or the A&R Bylaws (together, the “Organizational Documents”) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against the Company that is governed by the internal affairs doctrine.

The A&R Charter further provides that, unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the U.S. will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the U.S., including the Securities Act and the Exchange Act and, in each case, the applicable rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of the Company’s capital stock shall be deemed to have notice of and to have consented to the forum provision in the A&R Charter. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders, or employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the A&R Charter inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect the Company’s business, financial condition, and results of operations and result in a diversion of the time and resources of the Company’s management and Board.

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Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

Our Company maintains a comprehensive information technology security program based on the National Institute of Standards (NIST) Cyber Security Framework. The information technology security program aims to protect our Company from cybersecurity threats and ensure the confidentiality, integrity, and availability of our data and systems. To provide such protection, our program implements a significant number of controls, including but not limited to physical and digital access controls, data protection controls, system development controls, acceptable use controls, and monitoring controls. We deploy technical and administrative safeguards, such as firewalls, intrusion prevention and detection systems, anti-malware functionality, and security awareness and phishing prevention training programs, which are regularly evaluated and improved. Further, in the event of a cybersecurity incident, our Company has a Cybersecurity Incident Response Team (the “CSIRT”), consisting of stakeholders from across the Company, to respond appropriately. The CSIRT provides a proactive approach to managing cybersecurity incidents and ensures incidents are controlled as quickly as possible to avoid and minimize the damage to systems, limit impact to client information, protect the Company’s reputation and integrity, and prevent future incidents. The Company also has a data incident response plan in place that outlines expected actions in the event of a data security incident. The Company prioritizes protecting and informing customers, clients, and employees in the event of a data security incident, as is appropriate.

The Company leverages both internal resources and third-party suppliers as needed for technology assets, systems, and development to support its information technology security program. The Company uses third-party rather than internal resources when the Company determines that using a third-party better meets the needs of the business. Before contracting with a third-party supplier, the Company determines if the vended resource is compliant with Company policies. Formal approval for a third-party supplier is obtained through the appropriate Company processes according to the type of resource provided by the third-party supplier.

Third-party vendors can present cybersecurity risks to the Company’s technology resources. The Company has a vendor management team that provides oversight of third-party vendors and engages with the enterprise security team to assess potential cybersecurity risks related to a third-party vendor’s services, both at the time of initial engagement and as part of an annual review process. The enterprise security team considers a number of factors in assessing such risks, including the types of services provided by the third-party vendor, the data and systems the third-party vendor needs to access to provide the services, and the policies and controls the third-party vendor has in place to mitigate cybersecurity risks. Some third-party vendors present a higher risk and require additional approval before a contract is signed or renewed. This ensures leadership is aware of risks posed by third-party vendors and can consider this information when evaluating contracts.

The Company has processes in place to assess the effectiveness of its information technology security program. The Company applies cybersecurity assessment tools that analyze the Company’s ability to identify, protect from, detect, respond to, govern, and recover from cybersecurity threats and that analyze the various controls put into place by the Company’s information security program. The Company also conducts an annual cybersecurity assessment to identify risks and issues and may conduct more frequent assessments as required by a material change to the Company’s cybersecurity risk. Further, the Company engages third parties to conduct penetration tests to assess the performance of the information technology security program. The results of these assessments and tests are reviewed by the Company’s enterprise security team and senior management and are used to identify areas of vulnerability, which the Company then works to address.

To date, risks from cybersecurity threats have not materially affected our Company or our business strategy, results of operations, or financial condition. However, if we were the subject of a significant cyber-attack or security breach in the future, it could materially affect our Company, as discussed in further detail under “Item 1A. Risk Factors— Risks Related to the Business of the Company—A security breach or a cyber-attack could adversely affect our results of operations and financial condition.”

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Cybersecurity Governance

Board of Directors Oversight

The Board of Directors oversees the risks to the Company from cybersecurity threats by periodically reviewing information technology security reports from management, including our Chief Information Security Officer (“CISO”), as well as reports from the Audit Committee of the Board of Directors. These reports also include, as applicable, an overview of any cybersecurity incidents. The Audit Committee provides assistance to the Board of Directors with respect to its oversight of the Company’s technology security and data privacy programs. The Audit Committee is responsible for reviewing the Company’s information technology security controls with the CISO and evaluating the adequacy of the Company’s information technology security program, compliance, and controls with the CISO, which evaluation would include a consideration of any applicable cybersecurity incidents.

Management Oversight

We have a dedicated enterprise security team responsible for assessing and managing our material risks from cybersecurity threats. Our enterprise security team is led by our CISO, Chris Brouch, who has extensive experience in cybersecurity. Prior to his appointment as CISO in October 2025, he had served as our interim CISO since June 2025 and as our Deputy CISO since 2024. Before joining the Company, Mr. Brouch worked for Morgan Stanley, the National Security Agency, and the U.S. Marine Corps, where he held various leadership positions, including in cybersecurity. Mr. Brouch holds a BS in Cybersecurity.

Our enterprise security team works closely with our senior management, information technology, legal, and compliance teams to develop, implement, assess, and improve our information technology security program, compliance, and controls, as described in more detail above under “—Cybersecurity Risk Management and Strategy.” By engaging in the development, implementation, assessment, and improvement of our information technology security program, compliance, and controls, the enterprise security team is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. As described in more detail above under “—Board of Directors Oversight,” our CISO reports to the Board of Directors regarding cybersecurity risks and cybersecurity incidents and also works with the Audit Committee to evaluate the program, compliance, and controls in place to address cybersecurity risks and cybersecurity incidents.

Item 2. Properties
Our corporate, operations, and branch real estate portfolio consists of 55,000 square feet of leased office and retail space which is used to support our home equity-based financing solutions business. Our headquarters is in Plano, Texas. We maintain additional office space for other various corporate use and operations in Oklahoma, Minnesota, and California.
We regularly evaluate current and projected space requirements, considering the constraints of our existing lease agreements and the expected scale of our business. We operate through a hybrid workforce model that combines remote work for substantially all of our workforce with in-office work when required.

Item 3. Legal Proceedings
The information required with respect to this Part I, Item 3 can be found under Note 14 - Litigation in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K and such information is incorporated by reference into this Item 3.

Item 4. Mine Safety Disclosures
Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock
Our Class A Common Stock has been traded on the NYSE since April 5, 2021. On August 15, 2025, FOA’s Class A Common Stock also began trading on NYSE Texas. FOA continues to maintain its primary listing on the NYSE and trades under the same “FOA” ticker symbol on both exchanges. There is no public trading market for our Class B Common Stock.
As of March 11, 2026, there were 15 stockholders of record of our Class A Common Stock and 12 stockholders of record of our Class B Common Stock. For our Class A Common Stock, the actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Dividends
We expect to retain future earnings, if any, for future operations, expansion, debt repayment, and the payment of quarterly dividends on our Series A Preferred Stock and have no current plans to pay any cash dividends on our Class A Common Stock for the foreseeable future. Any decision to declare and pay dividends on our Class A Common Stock in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our Board may deem relevant. In addition, our ability to pay dividends on our Class A Common Stock may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, by covenants set forth in the Certificate of Designations, and by covenants relating to any future series or class of preferred stock that we may issue.
Securities Authorized for Issuance under Equity Compensation Plans
Refer to Note 26 - Equity in the Notes to Consolidated Financial Statements for additional information related to our compensation plans under which equity securities are authorized for issuance.
Issuer Purchases of Equity Securities
On August 4, 2025, the Company entered into the Repurchase Agreement, which was subsequently amended and restated by the Amended and Restated Repurchase Agreement on November 13, 2025. On December 4, 2025, pursuant to the Amended and Restated Repurchase Agreement, the Company repurchased shares of Class A Common Stock and Class A LLC Units. Refer to Note 23 - Related Party Transactions in the Notes to Consolidated Financial Statements for additional information.
Period Number of Shares and Units Repurchased Average Repurchase Price per Share or Unit Number of Shares and Units Repurchased Under the Publicly Announced Repurchase Agreement Maximum Number of Shares and Units Yet to Be Repurchased Under the Repurchase Agreement
10/1/2025 to 10/31/2025 —  $ —  —  8,029,817 
11/1/2025 to 11/30/2025 —  —  —  8,029,817 
12/1/2025 to 12/31/2025 4,014,909  10.00  4,014,909  4,014,908 
Total 4,014,909  4,014,909 

Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risk, uncertainties, and assumptions. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors. Also, see “Cautionary Note Regarding Forward-Looking Statements and Risk Factory Summary” in Part I of this Form 10-K. Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” “FOA,” or the “Company” refer to Finance of America Companies Inc. and its consolidated subsidiaries. References to “FOA Equity” are to Finance of America Equity Capital LLC, a Delaware limited liability company, that the Company controls in an “UP-C” structure.

Overview
Finance of America Companies Inc. 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. On August 15, 2025, FOA’s Class A Common Stock also began trading on NYSE Texas. FOA continues to maintain its primary listing on the NYSE and trades under the same “FOA” ticker symbol on both exchanges.
FOA has a controlling financial interest in FOA Equity. FOA Equity owns all of the outstanding equity interests in FOAF. FOAF wholly owns FAH and Incenter. FAH is the parent of a lending company, FAR, while Incenter is the parent of operating service companies that provide capital markets and portfolio management capabilities.
We are a leading provider of home equity-based financing solutions for a modern retirement, offering innovative financing tools to help homeowners aged 55 and over make the most of their housing wealth and achieve a more secure retirement. We are principally focused on offering reverse mortgage loan products and certain traditional home equity loan products throughout the U.S. We believe the U.S. home equity-based lending market opportunity is strong and that home equity-based financing solutions are a key component in addressing an existing underserved market of seniors in the U.S.
Our strategy and long-term growth initiatives are built upon a few key fundamental factors:
•We are focused on growing our core retirement solutions business in order to capitalize on the U.S. home equity-based lending market opportunity. We believe we can continue to enhance, expand, and more effectively dispatch our innovative suite of home equity-based financing solutions to help senior homeowners achieve their retirement goals.
•We distribute our products through multiple channels and utilize flexible technology platforms in order to scale our business and manage costs efficiently.
•We connect borrowers with investors. Our consumer-facing business leaders interface directly with the investor-facing professionals in our Portfolio Management segment, facilitating the development of attractive lending solutions for our customers with the confidence that the loans we generate can be efficiently and profitably monetized through sale or securitization to a deep pool of investors, which minimizes capital at risk, with the Company often retaining a future performance-based participation interest in the underlying cash flows of our monetized loans.
Through FAR, the Company originates, acquires, and services (in partnership with third-party subservicers) HECM loans, which are originated pursuant to the FHA HECM program and are insured by the FHA, and non-agency reverse mortgage loans, which are not insured by the FHA. We have launched several non-agency reverse mortgage loan products to serve the U.S. senior population. At the same time, we continuously look to develop and launch new products to satisfy this vast and largely underserved market. For example, we previously launched a non-agency second lien reverse mortgage loan product, second in priority behind the first lien of an existing traditional mortgage loan or home equity line of credit collateralized by the same mortgaged property. This second lien product has enabled us to serve borrowers who already have and desire to maintain a low-rate primary mortgage but want the convenience of a flexible second lien loan with no required monthly principal and interest payments. We anticipate pursuing partnerships with mortgage servicers in the future to make our second lien reverse mortgage loan product available to their eligible traditional mortgage customers with a streamlined approval process, which we expect to broaden the reach of, and raise originations volumes for, the second lien product. Additionally, in October 2025 we announced that we will begin to originate certain traditional home equity loan products.
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This marks the first time that we will originate traditional home equity loans and enables us to serve potential borrowers who need higher loan-to-value solutions than those provided by our suite of reverse mortgage loan products. Further, in December 2025, we announced a strategic partnership with funds managed by Blue Owl, which includes a joint innovation and product-development initiative focused on the continuous rollout of new, differentiated financial products tailored for people looking to maximize freedom, security, and opportunity throughout their retirement. These efforts exemplify our commitment to meet and serve new kinds of borrowers. We are a leader in this market and we are focused on developing and offering products for borrowers with interest in using home equity-based financing solutions as retirement planning tools, which we believe will continue to increase our addressable customer base and ultimately raise our origination volumes.
We originate reverse mortgage loans through a retail channel (consisting primarily of a centralized retail platform) and a TPO channel (consisting primarily of a network of mortgage brokers). In 2026, we have also begun originating traditional home equity loans initially through an AI platform provided by Better. In 2025, we continued to take steps to enhance our marketing and digital capabilities. In the first quarter of 2025, we completed the migration of our telephony platform, and we continued to enhance its performance throughout the year. In the second quarter of 2025, we launched and transitioned to our new brand platform, “A Better Way with FOA,” alongside the launch of a national advertising campaign, which integrates a mix of traditional and online mediums. This represents a shift in marketing strategy designed to enhance brand visibility and connect with a new generation of customers through modernized messaging that reflects the real-life goals and aspirations of today’s senior homeowners. We have also continued to enhance our digital capabilities by leveraging automated digital tools to improve efficiency and the overall ease of transacting. For example, in June 2025, we launched a digital pre-qualification tool for certain products that can deliver a three-minute pre-qualification experience, setting a new benchmark for speed and customer engagement in the industry. In the fourth quarter of 2025, we launched “Joy,” our AI-powered customer ambassador chatbot, to provide consumer support over the telephone. We are working to expand Joy’s capabilities, including to enable Joy to provide consumer support via the exchange of online instant messages, and have also been working on SMS engagement tools for sales teams. Additionally, in 2025 we engaged in efforts to refine the systems used by our mortgage broker partners to improve the efficiency and ease of originations via our TPO channel. We believe that these efforts will (i) increase brand and product recognition among customers and mortgage brokers, (ii) improve overall customer experience, and (iii) ultimately raise our origination volumes.
We are engaging in strategic partnerships in an effort to expand the reach of our products. In October 2025 we announced a strategic partnership with Better, pursuant to which we will originate traditional home equity loans through Better’s AI platform and serve as Better’s reverse mortgage origination partner, including both HECM loans and non-agency reverse mortgage loans. Better will initially leverage traditional platforms to offer these products; however our goal for this collaboration is to allow us to integrate our reverse mortgage products into a unified digital experience. Additionally, in November 2025 we announced that FAR and PHH, a subsidiary of Onity Group Inc., entered into an agreement pursuant to which FAR will acquire PHH’s HECM loan servicing portfolio and certain other reverse mortgage assets. In connection with the transaction, FAR will also acquire PHH’s pipeline of reverse mortgage loans, bring select members of PHH’s experienced origination team onto FAR’s platform, and enter into a subservicing arrangement with PHH. Following the transaction, we will engage with PHH to make our non-agency second lien reverse mortgage loan product available to PHH’s eligible traditional mortgage customers with a streamlined approval process. We anticipate pursuing partnerships with additional mortgage servicers in the future to make our non-agency second lien reverse mortgage loan product available to their eligible traditional mortgage customers with a streamlined approval process. We believe that these efforts will significantly broaden the reach of our products and ultimately raise our origination volumes.
Our Portfolio Management segment provides structuring and product development expertise as well as broker/dealer and institutional asset management capabilities, which facilitates innovation and the successful monetization of our loans. We securitize HECM loans into HMBS, which Ginnie Mae guarantees, and sell HMBS in the secondary market while retaining the rights to service the HECM loans. When HECM loans are not eligible for securitization into HMBS or are required to be bought out of a pool of HECM loans previously securitized into HMBS, we convey the HECM loans to HUD or liquidate them in accordance with program requirements, securitize them into privately placed MBS, or hold them for investment. In November 2024, Ginnie Mae announced the finalized term sheet for its HMBS 2.0 program. If implemented, the HMBS 2.0 program will enable us to securitize into HMBS additional HECM loans that are required to be bought out of pools of HECM loans securitized pursuant to Ginnie Mae’s existing HMBS program or otherwise not eligible for securitization pursuant to Ginnie Mae’s existing HMBS program (subject to expanded eligibility parameters applicable to the HMBS 2.0 program), increasing the HECM loans that we are able to securitize into HMBS.
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We either securitize non-agency reverse mortgage loans into MBS sold to investors or sell them as whole loans to investors, while retaining the right to service the loans. We may also decide to strategically hold certain non-agency reverse mortgage loans for investment. We expect to sell traditional home equity loans as whole loans to investors on a servicing released basis. The capabilities provided by the Portfolio Management segment allowed us to complete several sales and issuances of MBS backed by our loan products in 2025, including a nearly $2 billion securitization of non-agency reverse mortgage loans in September 2025, the largest in Company history. This demonstrates the high quality and liquidity of the loan products we originate, the deep relationships we have with our investors, and the resilience of our business model in many economic environments.

Repurchase Agreement
On August 4, 2025, the Company entered into a repurchase agreement (the “Repurchase Agreement”) with FOA Equity, Blackstone Tactical Opportunities Associates - NQ L.L.C., BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership - NQ ESC L.P., and BTO Urban Holdings II L.P. (collectively, the “Blackstone Investor”), which were deemed affiliates of the Company. Pursuant to the Repurchase Agreement, the Company was to purchase (the “Repurchase”) all of the Blackstone Investor’s shares of Class A Common Stock of the Company, Class B Common Stock of the Company, Class A LLC Units, and rights to receive shares of Class A Common Stock and Class A LLC Units pursuant to the Transaction Agreement, dated as of October 12, 2020 (the “Earnout Rights” and, together with such shares of Class A Common Stock, shares of Class B Common Stock, and Class A LLC Units, the “Sold Equity”), and the Tax Receivable Agreement, dated April 1, 2021 (the “Blackstone Tax Receivable Agreement”), between the Company and the Blackstone Investor was to be terminated. Each share of Class A Common Stock and each Class A LLC Unit was to be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were to be purchased for no additional consideration, for total consideration of $80,298,170.
On November 13, 2025, the Company entered into an amended and restated version of the Repurchase Agreement with FOA Equity and the Blackstone Investor (the “Amended and Restated Repurchase Agreement”). Pursuant to the Amended and Restated Repurchase Agreement, the consummation of the Repurchase was expected to occur across two closings, referred to as the “First Closing” and the “Second Closing” (each, a “Closing”). The First Closing occurred on December 4, 2025, when the Company repurchased $40.1 million of the Sold Equity, or 1,596,142 shares of Class A Common Stock and 2,418,767 Class A LLC Units, in accordance with the Amended and Restated Repurchase Agreement. The Second Closing occurred on February 27, 2026, when the Company repurchased the remaining Sold Equity not repurchased at the First Closing (the “Second Closing Sold Equity”). Each share of Class A Common Stock and each Class A LLC Unit was purchased at the Second Closing for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were purchased for no additional consideration, as was contemplated in the Repurchase Agreement. However, such price for the Class A Common Stock and the Class A LLC Units was, for the Second Closing Sold Equity, increased by a fixed per annum rate equal to 15.00% accruing monthly. Each Closing was subject to customary conditions and the First Closing was subject to the receipt of a customary opinion. Upon the completion of the Second Closing, the Blackstone Tax Receivable Agreement was terminated.
The remaining obligation as of December 31, 2025, related to the Second Closing Sold Equity, is recorded as Repurchase agreement obligation in the Consolidated Statements of Financial Condition, and equity is reduced as presented in the Consolidated Statements of Equity. In connection with the First Closing, the Company retired the repurchased Class A Common Stock by December 31, 2025.

Business Trends and Conditions
There are several key factors and trends affecting our results of operations. A summary of key factors impacting our revenues include:
•prevailing interest rates which impact loan origination volume, with declining interest rates generally leading to increases in volume, and an increasing interest rate environment generally leading to decreases in volume;
•housing market trends which also impact loan origination volume, with an appreciating housing market typically leading to higher loan origination volume, and a housing market with decreasing values typically leading to lower loan origination volume;
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•demographic and housing stock trends which impact the addressable market size;
•movement of market interest rates and yields required by investors, with the increasing of market interest rates and yields generally having negative impacts on the fair value of our financial assets, and the decreasing of market interest rates and yields generally having positive impacts on the fair value of our financial assets;
•increases or decreases in default status of loans and prepayment speeds; and
•broad economic factors such as the strength and stability of the overall economy, including sustained higher or lower interest rates, inflation, the unemployment level, real estate values, and trade and tax policies.
Other factors that may affect our cost base include trends in salaries and benefits costs, sales commissions, loan production and servicing costs, marketing and advertising, technology, rent, legal, compliance, and other general and administrative costs. Management continually monitors these costs through operating plans.

Other Recent Events
The U.S. Federal Reserve’s monetary policies and the federal government’s recent tariff policies may have an impact on economic conditions relevant to our business, including real estate values and prevailing mortgage rates, however, the extent of the impact remains uncertain. Higher interest rates generally lead to lower mortgage transaction volumes, increased competition, and lower profit margins. Volatility in market conditions resulting from the foregoing policies may cause credit spreads to widen, which reduces, among other things, availability of credit to our Company on favorable terms, liquidity in the market, the fair value of assets on our balance sheet, and price transparency of real estate-related or asset-backed assets.
Our Company is actively monitoring these events and their effects on the Company’s financial condition, liquidity, operations, industry, and workforce. These continuing economic impacts may cause additional volatility in the financial markets and may have an adverse effect on the Company’s results of future operations, financial condition, and liquidity in 2026 and beyond. See the Results of Operations section below.
For further discussion on the potential impacts of the Federal Reserve’s monetary policies and macroeconomic conditions, see “Risks Related to the Business of the Company” and “Our business is significantly impacted by changes in interest rates. Changes in prevailing interest rates due to U.S. monetary policies or other macroeconomic conditions that affect interest rates may have a detrimental effect on our operations, financial performance, and earnings,” as well as “Risks Related to Our Lending Business” and “Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions” under the section entitled “Item 1A. Risk Factors.” Such risk factors may be amended or updated in our subsequent periodic reports filed with the SEC.

Components of Our Results of Operations
Revenues
Interest income
We earn interest income on our mortgage loans. Refer to Note 17 - Interest Income and Interest Expense in the Notes to Consolidated Financial Statements for additional information.
Interest expense
We incur interest expense on our HMBS related obligations, nonrecourse debt, and financing lines of credit. Interest expense also includes gains or losses on extinguishment of debt related to the purchase of securities that were previously issued by consolidated trusts. Refer to Note 17 - Interest Income and Interest Expense in the Notes to Consolidated Financial Statements for additional information.
Net origination gains
Net origination gains are the difference between the cost basis of loans and their estimated fair value recognized at the time of origination.
Gains on securitization of HECM tails, net
Gains on securitization of HECM tails, net, are the fair value gains we recognize from tail securitizations, net of Ginnie Mae guarantee fees.
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Fair value changes from model amortization
Fair value changes from model amortization are from portfolio runoff and realization of modeled income and expenses.
Fair value changes from market inputs or model assumptions
Fair value changes from market inputs or model assumptions represent changes to the fair value of portfolio-related assets and liabilities that are not related to new originations, portfolio runoff, or realization of modeled income and expenses. These changes are driven primarily by updates to market inputs or changes in model assumptions. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques utilized to measure fair value.
Fee income
We earn origination fees from our customers for processing mortgage loan applications. Revenue is recognized upon the successful funding of the loan.
Non-funding interest income (expense), net
Non-funding interest income (expense), net, includes our non-portfolio interest income, the interest expense associated with the Company’s non-funding debt, and a gain on the exchange of our senior notes. Refer to Note 17 - Interest Income and Interest Expense in the Notes to Consolidated Financial Statements for additional information.
Expenses
Salaries, benefits, and related expenses
Salaries, benefits, and related expenses include salaries, bonuses, commissions, and other payroll related expenses.
Loan production and portfolio related expenses
Loan production and portfolio related expenses include loan origination costs and portfolio expenses associated with our securitizations.
Loan servicing expenses
Loan servicing expenses include costs related to the servicing and sub-servicing of loans.
Marketing and advertising expenses
Marketing and advertising expenses relate to our brand marketing, digital innovation strategy, and loan product information provided to our customers.
Amortization and depreciation
Amortization and depreciation include amortization of definite-lived intangible assets and depreciation of fixed assets.
General and administrative expenses
General and administrative expenses include communications and data processing costs, professional and consulting fees, occupancy, equipment rentals, office related expenses, and other expenses. Refer to Note 18 - General and Administrative Expenses in the Notes to Consolidated Financial Statements for additional information.
Impairment of Other Assets
Impairment of other assets includes charges recognized for the impairment of long-lived assets.
Other, Net
Other, net, primarily includes gains or losses on non-operating assets and liabilities.

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Results of Operations
Consolidated Results
The following table presents our consolidated operating results from continuing operations (in thousands):
Year ended
December 31,
2025 2024
Portfolio interest income:
Interest income $ 1,919,970  $ 1,905,214 
Interest expense (1,659,210) (1,637,286)
Net portfolio interest income 260,760  267,928 
Other income (expense):
Net origination gains 226,068  179,837 
Gains on securitization of HECM tails, net
45,365  45,535 
Fair value changes from model amortization (153,656) (201,101)
Fair value changes from market inputs or model assumptions 146,963  55,924 
Net fair value changes on loans and related obligations 264,740  80,195 
Fee income 29,494  29,546 
Non-funding interest income (expense), net (57,562) 16,695 
Net other income (expense) 236,672  126,436 
Total revenues 497,432  394,364 
Expenses
Salaries, benefits, and related expenses 145,770  138,360 
Loan production and portfolio related expenses 54,303  36,205 
Loan servicing expenses 31,162  31,323 
Marketing and advertising expenses 48,608  39,429 
Amortization and depreciation 38,595  38,947 
General and administrative expenses 51,093  59,462 
Total expenses 369,531  343,726 
Impairment of other assets —  (891)
Other, net (14,804) (6,931)
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 113,097  $ 42,816 
Net interest income
All of our financial instruments, with the exception of certain notes payable, are either recorded at fair value or the carrying value approximated fair value. The interest recognized on these financial instruments is recorded in Interest income or Interest expense in the Consolidated Statements of Operations. The interest on our notes payable is recorded in Non-funding interest income (expense), net, in the Consolidated Statements of Operations. We evaluate net interest income through an evaluation of all components of interest income and interest expense.
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The following table presents the components of net interest income (in thousands):
Year ended
December 31,
2025 2024
Interest income:
Interest income on mortgage loans $ 1,902,352  $ 1,890,700 
Other interest income 17,618  14,514 
Total portfolio interest income 1,919,970  1,905,214 
Interest expense:
Interest expense on HMBS and nonrecourse obligations(1)
(1,575,252) (1,559,341)
Interest expense on other financing lines of credit (83,958) (77,945)
Total portfolio interest expense (1,659,210) (1,637,286)
Net portfolio interest income 260,760  267,928 
Non-funding interest income (expense), net(2)
(57,562) 16,695 
Net interest income $ 203,198  $ 284,623 
(1) Interest expense on HMBS and nonrecourse obligations includes gains or losses on extinguishment of debt related to the purchase of securities that were previously issued by consolidated trusts.
(2) For the year ended December 31, 2024, non-funding interest income (expense), net, included a $56.2 million gain on the exchange of our senior notes, which resulted in increased discount amortization expense for the year ended December 31, 2025. Refer to Note 13 - Notes Payable in the Notes to Consolidated Financial Statements for additional information.

For the year ended December 31, 2025 versus the year ended December 31, 2024
Net income from continuing operations before income taxes increased $70.3 million primarily as a result of the following:
•Fair value changes from market inputs or model assumptions increased $91.0 million primarily due to net changes in interest rates, yields, home price appreciation, and other inputs, which generated higher net fair value gains during the year ended December 31, 2025 compared to the 2024 period. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques impacting the value of our loans and related obligations.
•Fair value changes from model amortization improved $47.4 million primarily due to modeled yield on a larger portfolio during the year ended December 31, 2025 compared to the 2024 period. Net portfolio interest income decreased $7.2 million due to a higher cost of funds within our securitized financing portfolio, which was partially offset by gains on extinguishment of debt related to the purchases of securities that were previously issued by consolidated trusts.
•Net origination gains increased $46.2 million as a result of higher reverse mortgage loan origination volumes. We recognized $226.1 million in net origination gains on loan originations of $2.4 billion for the year ended December 31, 2025 compared to $179.8 million in net origination gains on loan originations of $1.9 billion for the comparable 2024 period.
•Non-funding interest income (expense), net, changed $74.3 million during the year ended December 31, 2025 compared to the 2024 period primarily due to a $56.2 million gain recognized on the exchange of our senior notes in 2024, which resulted in increased amortization of debt discount and issuance costs of $16.0 million in 2025. This was partially offset by a lower cost of funds and outstanding balances on our working capital promissory notes during the year ended December 31, 2025 compared to the 2024 period. Refer to Note 13 - Notes Payable in the Notes to Consolidated Financial Statements for additional information.
•Total expenses increased $25.8 million primarily due to an increase in loan portfolio related expenses as a result of higher securitization expenses, an increase in marketing and advertising expenses related to brand marketing and our digital innovation strategy, and an increase in salaries, benefits, and related expenses as a result of higher compensation resulting from increased loan production. These increases were partially offset by decreases in average headcount and in general and administrative expenses primarily due to cost-cutting measures implemented in 2024 and continued into 2025 to align expenses with our focus on providing home equity-based financing solutions for a modern retirement.
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•Other, net, decreased $7.9 million primarily due to valuation changes in certain non-operating assets, the convertible notes, and deferred purchase price liabilities.

Our Segments
Our business operates through two reportable segments: Retirement Solutions and Portfolio Management. A description of the business conducted by each of these segments is provided below.
Retirement Solutions
Our Retirement Solutions segment conducts all of our Company’s loan origination activity, including the origination and acquisition of HECM loans and non-agency reverse mortgage loans through both the retail and TPO channels. The Retirement Solutions segment generates revenue from fees earned at the time of loan origination as well as from the initial estimate of net origination gains, with all originated loans accounted for at fair value. Once originated, the loans are transferred to our Portfolio Management segment, and any future fair value adjustments, including interest earned, on these originated loans are reflected in the revenues of our Portfolio Management segment until final disposition.
Portfolio Management
Our Portfolio Management segment provides product development, loan securitization, loan sales, risk management, servicing oversight, and asset management services to the Company. Our Portfolio Management team acts as the connector between borrowers and investors. The direct connections to investors, provided primarily by our FINRA registered broker-dealer, allow us to innovate and manage risk through better price and product discovery. Given our scale, we are able to work directly with investors and, where appropriate, retain assets on the balance sheet for attractive return opportunities. These retained investments are a source of growing and recurring interest and other servicing-related income. The Portfolio Management segment primarily generates revenue from the net interest income and fair value changes on portfolio assets, monetized through securitization, sale, or other financing of those assets.
See the Segment Results section below and Note 20 - Business Segment Reporting in the Notes to Consolidated Financial Statements for additional financial information about our segments.

Segment Results
Revenues and fees are directly attributed to their respective segments at the time services are performed. Revenues generated on inter-segment services performed are valued based on estimated market value. Expenses directly attributable to the operating segments are expensed as incurred. Other expenses are allocated to individual segments based on the estimated value of services performed, total revenue contributions, personnel headcount, or the equity invested in each segment based on the type of expense allocated. The allocation methodology is reviewed annually. There were no changes to methodology during the years ended December 31, 2025 and 2024. Expenses for enterprise-level general overhead, such as executive administration, are not allocated to the business segments.

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Retirement Solutions Segment
The following table presents our Retirement Solutions segment’s results (in thousands):
Year ended
December 31,
2025 2024
Net origination gains $ 226,068  $ 179,837 
Fee income 26,914  26,477 
Total revenues 252,982  206,314 
Total expenses 206,771  194,944 
Impairment of other assets —  (291)
Other, net —  (174)
NET INCOME BEFORE INCOME TAXES $ 46,211  $ 10,905 

Key Metrics
The following table presents our Retirement Solutions segment’s key metrics (in thousands, except units):
Year ended
December 31,
2025 2024
Reverse mortgage loan origination volume
Loan origination volume(1)
$ 2,384,559  $ 1,917,298 
Loan origination volume - tails(2)
943,740  1,022,379 
Total loan origination volume $ 3,328,299  $ 2,939,677 
Total reverse mortgage loan origination volume - units(1)
9,619  8,995 
Reverse mortgage loan origination volume - by channel(1)
TPO $ 1,590,669  $ 1,159,382 
Retail 793,890  757,916 
Total reverse mortgage loan origination volume $ 2,384,559  $ 1,917,298 
(1) Loan origination volumes consist of initial reverse mortgage loan borrowing amounts.
(2) Tails consist of subsequent borrower draws, mortgage insurance premiums, service fees, and other advances, which are added to the balance of the reverse mortgage loans and which we are able to subsequently securitize.

Revenues
The following table presents the components of our Retirement Solutions segment’s total revenues (in thousands):
Year ended
December 31,
2025 2024
Net origination gains:
TPO $ 220,571  $ 147,961 
Retail 80,606  81,026 
Acquisition costs (75,109) (49,150)
Total net origination gains 226,068  179,837 
Fee income 26,914  26,477 
Total revenues $ 252,982  $ 206,314 

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For the year ended December 31, 2025 versus the year ended December 31, 2024
Total revenues increased $46.7 million or 22.6% as a result of the following:
•Net origination gains increased $46.2 million or 25.7% as a result of higher reverse mortgage loan origination volumes. We originated $2.4 billion of reverse mortgage loans for the year ended December 31, 2025, an increase of 24.4%, compared to $1.9 billion for the comparable 2024 period. During the year ended December 31, 2025, the weighted average margin on reverse mortgage loan production was 9.48% compared to 9.38% in 2024, an increase of 0.10%.

Expenses
The following table presents the components of our Retirement Solutions segment’s total expenses (in thousands):
Year ended
December 31,
2025 2024
Salaries $ 59,993  $ 54,674 
Commissions and bonuses 22,413  18,770 
Other salary related expenses 9,610  10,004 
Total salaries, benefits, and related expenses 92,016  83,448 
Loan production expenses 6,745  7,887 
Marketing and advertising expenses 48,572  39,337 
Amortization and depreciation 37,312  37,751 
General and administrative expenses 22,126  26,521 
Total expenses $ 206,771  $ 194,944 

For the year ended December 31, 2025 versus the year ended December 31, 2024
Total expenses increased $11.8 million or 6.1% as a result of the following:
•Marketing and advertising expenses increased $9.2 million or 23.5% related to brand marketing and our digital innovation strategy. This increase was partially offset by a $4.4 million decrease in General and administrative expenses during the year ended December 31, 2025 primarily due to cost-cutting measures implemented in 2024 and continued into 2025 to align expenses with our focus on providing home equity-based financing solutions for a modern retirement.
•Total salaries, benefits, and related expenses increased $8.6 million or 10.3% primarily due to higher compensation resulting from increased loan production, partially offset by a decrease in average headcount during the year ended December 31, 2025 when compared to the 2024 period.

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Portfolio Management Segment
The following table presents our Portfolio Management segment’s results (in thousands):
Year ended
December 31,
2025 2024
Portfolio interest income:
Interest income $ 1,919,970  $ 1,905,214 
Interest expense (1,659,210) (1,637,286)
Net portfolio interest income 260,760  267,928 
Other income (expense):
Gains on securitization of HECM tails, net 45,365  45,535 
Fair value changes from model amortization (153,656) (201,101)
Fair value changes from market inputs or model assumptions 146,963  55,924 
Net fair value changes on loans and related obligations 38,672  (99,642)
Fee income 3,072  3,561 
Net other income (expense) 41,744  (96,081)
Total revenues 302,504  171,847 
Total expenses 104,150  87,449 
NET INCOME BEFORE INCOME TAXES $ 198,354  $ 84,398 

The following table presents the assets and liabilities in our Portfolio Management segment (in thousands):
December 31, 2025 December 31, 2024
Cash and cash equivalents $ 33,028  $ 29,355 
Restricted cash 234,885  254,335 
Loans held for investment, subject to HMBS related obligations, at fair value 19,135,403  18,669,962 
Loans held for investment, subject to nonrecourse debt, at fair value 10,026,177  9,288,403 
Loans held for investment, at fair value 870,081  520,103 
Other assets, net 158,944  115,120 
Total earning assets 30,458,518  28,877,278 
HMBS related obligations, at fair value 18,912,226  18,444,370 
Nonrecourse debt, at fair value 9,736,493  8,954,068 
Other financing lines of credit 1,187,699  918,247 
Payables and other liabilities 55,524  55,746 
Total financing of portfolio 29,891,942  28,372,431 
Net carrying value of earning assets $ 566,576  $ 504,847 
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Key Metrics
The following tables present our Portfolio Management segment’s key metrics (dollars in thousands):
December 31, 2025 December 31, 2024
Reverse Mortgage Loans
Active UPB $ 27,833,679 $ 26,477,354
Due and payable 516,618 415,400
Foreclosure 559,300 504,675
Claims pending 98,477 79,138
Ending UPB $ 29,008,074 $ 27,476,567
Loan count 88,493 90,340
Average UPB $ 328 $ 304
Weighted average coupon 6.71  % 7.11  %
Weighted average age (in months) 50 45
Percentage of UPB in foreclosure 1.9  % 1.8  %
Year ended
December 31,
2025 2024
Capital Markets Transactions
Number of securitizations
Notes issued $ 5,369,224  $ 3,617,495 
Revenues
The following table presents the components of our Portfolio Management segment’s total revenues (in thousands):
Year ended
December 31,
2025 2024
Portfolio interest income:
Interest income $ 1,919,970  $ 1,905,214 
Interest expense (1,659,210) (1,637,286)
Net portfolio interest income 260,760  267,928 
Other income (expense):
Gains on securitization of HECM tails, net 45,365  45,535 
Fair value changes from model amortization (153,656) (201,101)
Fair value changes from market inputs or model assumptions 146,963  55,924 
Net fair value changes on loans and related obligations 38,672  (99,642)
Fee income 3,072  3,561 
Net other income (expense) 41,744  (96,081)
Total revenues $ 302,504  $ 171,847 
The majority of our financial instruments are valued utilizing a process that combines the use of a discounted cash flow (“DCF”) model and analysis of current market data to arrive at an estimate of fair value. The cash flow assumptions and prepayment and repayment assumptions used in the model are based on various factors, with the key assumptions being prepayment and repayment speeds, credit loss frequencies and severity, and discount rate assumptions. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
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The interest recognized on these financial instruments is recorded in Interest income or Interest expense in the Consolidated Statements of Operations.
The following table presents the components of net portfolio interest income (in thousands):
Year ended
December 31,
2025 2024
Interest income:
Interest income on mortgage loans $ 1,902,352  $ 1,890,700 
Other interest income 17,618  14,514 
Total portfolio interest income 1,919,970  1,905,214 
Interest expense:
Interest expense on HMBS and nonrecourse obligations(1)
(1,575,252) (1,559,341)
Interest expense on other financing lines of credit (83,958) (77,945)
Total portfolio interest expense (1,659,210) (1,637,286)
Net portfolio interest income $ 260,760  $ 267,928 
(1) Interest expense on HMBS and nonrecourse obligations includes gains or losses on extinguishment of debt related to the purchase of securities that were previously issued by consolidated trusts.

For the year ended December 31, 2025 versus the year ended December 31, 2024
Total revenues increased $130.7 million as a result of the following:
•Fair value changes from market inputs or model assumptions increased $91.0 million primarily due to net changes in interest rates, yields, home price appreciation, and other inputs, which generated higher net fair value gains during the year ended December 31, 2025 compared to the 2024 period. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques impacting the value of our loans and related obligations.
•Fair value changes from model amortization improved $47.4 million primarily due to modeled yield on a larger portfolio during the year ended December 31, 2025 compared to the 2024 period. Net portfolio interest income decreased $7.2 million due to a higher cost of funds within our securitized financing portfolio, which was partially offset by gains on extinguishment of debt related to the purchases of securities that were previously issued by consolidated trusts.

Expenses
The following table presents the components of our Portfolio Management segment’s total expenses (in thousands):
Year ended
December 31,
2025 2024
Salaries $ 11,591  $ 11,299 
Commissions and bonuses 1,910  2,188 
Other salary related expenses 1,518  2,026 
Total salaries, benefits, and related expenses 15,019  15,513 
Loan portfolio related expenses 47,558  28,318 
Loan servicing expenses 31,162  31,323 
Marketing and advertising expenses —  41 
Amortization and depreciation 45  77 
General and administrative expenses 10,366  12,177 
Total expenses $ 104,150  $ 87,449 
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For the year ended December 31, 2025 versus the year ended December 31, 2024
Total expenses increased $16.7 million or 19.1% as a result of the following:
•Loan portfolio related expenses increased $19.2 million or 68% due to higher securitization expenses during the year ended December 31, 2025 compared to the 2024 period. We issued $5.4 billion of notes during the year ended December 31, 2025 compared to $3.6 billion for the 2024 period.
•General and administrative expenses decreased $1.8 million or 14.9% during the year ended December 31, 2025 primarily due to cost-cutting measures implemented in 2024 and continued into 2025 to align expenses with our focus on providing home equity-based financing solutions for a modern retirement.

Corporate and Other
Corporate and Other consists of our corporate services groups. These groups support our operating segments, and the cost of services directly supporting the operating segments are allocated to those operating segments on a cost-of-service basis. Enterprise-focused Corporate and Other expenses that are not incurred in direct support of the operating segments are kept unallocated within Corporate and Other.
The following table presents Corporate and Other results (in thousands):
Year ended
December 31,
2025 2024
Non-funding interest income (expense), net $ (57,562) $ 16,695 
Total revenues (57,562) 16,695 
Total expenses 59,102  61,825 
Impairment of other assets —  (600)
Other, net (14,804) (6,757)
NET LOSS BEFORE INCOME TAXES $ (131,468) $ (52,487)
The following table presents the components of Corporate and Other total expenses (in thousands):
Year ended
December 31,
2025 2024
Salaries and bonuses $ 58,101  $ 52,539 
Other salary related expenses 7,282  8,942 
Shared services - payroll allocations (26,648) (22,082)
Total salaries, benefits, and related expenses 38,735  39,399 
Marketing and advertising expenses 36  51 
Amortization and depreciation 1,238  1,119 
Communications and data processing and other expenses 18,954  24,215 
Professional and consulting fees 12,679  11,795 
Shared services - general and administrative allocations (12,540) (14,754)
Total general and administrative expenses 19,093  21,256 
Total expenses $ 59,102  $ 61,825 

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For the year ended December 31, 2025 versus the year ended December 31, 2024
Total revenues decreased $74.3 million as a result of the following:
•Non-funding interest income (expense), net, changed $74.3 million during the year ended December 31, 2025 compared to the 2024 period primarily due to a $56.2 million gain recognized on the exchange of our senior notes in 2024, which resulted in increased amortization of debt discount and issuance costs of $16.0 million 2025. This was partially offset by a lower cost of funds and outstanding balances on our working capital promissory notes during the year ended December 31, 2025 compared to the 2024 period. Refer to Note 13 - Notes Payable in the Notes to Consolidated Financial Statements for additional information.
Total expenses decreased $2.7 million or 4.4% as a result of the following:
•General and administrative expenses, net of shared services allocations, decreased $2.2 million or 10.2% during the year ended December 31, 2025 primarily due to cost-cutting measures implemented in 2024 and continued into 2025 to align expenses with our focus on providing home equity-based financing solutions for a modern retirement.
Other, net, decreased $8.0 million primarily due to valuation changes in certain non-operating assets, the convertible notes, and deferred purchase price liabilities.

Non-GAAP Financial Measures
The Company’s management evaluates performance of the Company through the use of certain financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including adjusted net income, adjusted EBITDA, adjusted earnings per share, and tangible equity.
The presentation of non-GAAP measures is used to enhance investors’ understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. Management believes these key financial measures provide an additional view of our performance over the long-term and provide useful information that we use in order to maintain and grow our business.
These non-GAAP financial measures should not be considered as an alternative to net income, operating cash flows, or any other performance measures determined in accordance with U.S. GAAP. Adjusted net income, adjusted EBITDA, adjusted earnings per share, and tangible equity have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations of these metrics are: (i) cash expenditures for future contractual commitments; (ii) cash requirements for working capital needs; (iii) cash requirements for certain tax payments; and (iv) all non-cash income/expense items.
Because of these limitations, adjusted net income, adjusted EBITDA, adjusted earnings per share, and tangible equity should not be considered as measures of discretionary cash available to us to invest in the growth of our business or distribute to shareholders. We compensate for these limitations by relying primarily on our U.S. GAAP results and using our non-GAAP financial measures only as a supplement. Users of our consolidated financial statements are cautioned not to place undue reliance on our non-GAAP financial measures.
Adjusted Net Income
We define adjusted net income as net income from continuing operations adjusted for:
1.Income taxes
2.Changes in fair value of loans, retained bonds, and related obligations due to market inputs or model assumptions, deferred purchase price liabilities, warrant liability, convertible notes, and the exchange of our senior notes.
3.Amortization or impairment of intangibles and impairment of certain other long-lived assets.
4.Equity-based compensation, excluding forfeitures and accelerations associated with restructuring activities, which are included in certain non-recurring costs.
5.Certain non-recurring costs and adjustments that management believes should be excluded as these do not relate to a recurring part of the core business operations. These items include amounts recognized for settlement of legal and regulatory matters, acquisition or divestiture-related expenses, and other one-time charges.
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6.Income tax provision adjustments to apply an effective combined federal and state corporate tax rate to adjusted net income before income taxes.
Management considers adjusted net income important in evaluating our Company as a whole. This supplemental metric is utilized by our management team to assess the underlying key drivers and operational performance of the continuing operations of the business. In addition, analysts, investors, and creditors may use this measure when analyzing our operating performance and comparability to peers. Adjusted net income is not a presentation made in accordance with U.S. GAAP, and our definition and use of this measure may vary from other companies in our industry.
Adjusted net income provides visibility to the underlying operating performance by excluding the impact of certain items that management does not believe are representative of our core earnings. Adjusted net income may also include other adjustments, as applicable, based upon facts and circumstances, consistent with our intent of providing a supplemental means of evaluating our operating performance.
Adjusted EBITDA
We define adjusted EBITDA as net income from continuing operations adjusted for:
1.Income taxes
2.Changes in fair value of loans, retained bonds, and related obligations due to market inputs or model assumptions, deferred purchase price liabilities, warrant liability, convertible notes, and the exchange of our senior notes.
3.Amortization or impairment of intangibles and impairment of certain other long-lived assets.
4.Equity-based compensation, excluding forfeitures and accelerations associated with restructuring activities, which are included in certain non-recurring costs.
5.Certain non-recurring costs and adjustments that management believes should be excluded as these do not relate to a recurring part of the core business operations. These items include amounts recognized for settlement of legal and regulatory matters, acquisition or divestiture-related expenses, and other one-time charges.
6.Depreciation
7.Interest expense on non-funding debt, excluding amortization of the discount related to our senior notes.
Management considers adjusted EBITDA important in evaluating the Company as a whole. This supplemental metric is utilized by our management team to assess the underlying key drivers and operational performance of the continuing operations of the business. In addition, analysts, investors, and creditors may use this measure when analyzing our operating performance and comparability to peers. Adjusted EBITDA is not a presentation made in accordance with U.S. GAAP, and our definition and use of this measure may vary from other companies in our industry.
Adjusted EBITDA provides visibility to the underlying operating performance by excluding the impact of certain items that management does not believe are representative of our core earnings. Adjusted EBITDA may also include other adjustments, as applicable, based upon facts and circumstances, consistent with our intent of providing a supplemental means of evaluating our operating performance.
Adjusted Earnings Per Share
We define adjusted earnings per share as adjusted net income (defined above) plus interest expense on the exchangeable senior secured notes, net of a tax effect, if dilutive for adjusted earnings per share, divided by the weighted average shares outstanding, which includes outstanding Class A Common Stock plus the Class A LLC Units owned by the noncontrolling interest on an if-converted basis, the exchange of the exchangeable senior secured notes on an if-converted basis if they are dilutive for adjusted earnings per share, the conversion of the convertible notes on an if-converted basis, the conversion of the preferred stock on an if-converted basis, and any shares under the treasury stock method.
Management considers adjusted earnings per share important in evaluating the Company as a whole. This supplemental metric is utilized by our management team to assess the underlying key drivers and operational performance of the continuing operations of the business. In addition, analysts, investors, and creditors may use this measure when analyzing our operating performance and comparability to peers. Adjusted earnings per share is not a presentation made in accordance with U.S. GAAP, and our definition and use of this measure may vary from other companies in our industry.
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Tangible Equity
We define tangible equity as total equity less intangible assets, net. Management uses this metric to evaluate the Company’s capital strength exclusive of intangible assets. We believe this measure is useful to analysts, investors, and creditors as it provides additional insight into the underlying equity position of the business. Tangible equity is not a presentation made in accordance with U.S. GAAP, and our definition and use of this measure may vary from other companies in our industry.
Tangible equity provides visibility to the underlying capital position by excluding the impact of certain items that management does not believe are representative of our core equity base. Tangible equity may also include other adjustments, as applicable, based upon facts and circumstances, consistent with our intent of providing a supplemental means of evaluating our financial strength.
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Reconciliation to GAAP
The following table presents a reconciliation of net income from continuing operations to adjusted net income and adjusted EBITDA, as well as adjusted earnings per share and tangible equity (in thousands, except for share data):
Year ended
December 31,
2025 2024
Reconciliation of net income from continuing operations to adjusted net income and adjusted EBITDA
Net income from continuing operations
$ 109,578  $ 40,418 
Add back: Provision for income taxes (3,519) (2,398)
Net income from continuing operations before income taxes
113,097  42,816 
Adjustments for:
Changes in fair value(1)
(62,410) (75,018)
Amortization or impairment of intangibles and impairment of other assets 37,189  38,080 
Equity-based compensation 10,161  9,024 
Certain non-recurring costs 2,878  4,366 
Adjusted net income before income taxes
100,915  19,268 
Provision for income taxes (26,728) (5,181)
Adjusted net income
74,187  14,087 
Provision for income taxes 26,728  5,181 
Depreciation 1,406  1,758 
Interest expense on non-funding debt 40,369  38,669 
Adjusted EBITDA $ 142,690  $ 59,695 
GAAP PER SHARE MEASURES
Net income from continuing operations attributable to holders of Class A Common Stock
$ 48,027  $ 17,496 
Basic weighted average shares outstanding 9,537,237  9,850,903 
Basic earnings per share from continuing operations
$ 5.04  $ 1.78 
If-converted method net income from continuing operations $ 106,179  $ 31,756 
Diluted weighted average shares outstanding 26,930,745  23,406,233 
Diluted earnings per share from continuing operations
$ 3.94  $ 1.36 
NON-GAAP PER SHARE MEASURES
Adjusted net income
$ 74,187  $ 14,087 
Exchangeable senior secured notes interest expense(2)
10,581  — 
Total $ 84,768  $ 14,087 
Weighted average shares outstanding 27,910,523  23,406,233 
Adjusted earnings per share
$ 3.04  $ 0.60 
December 31, 2025 December 31, 2024
Total equity $ 395,627  $ 315,664 
Less: Intangible assets, net 179,615  216,342 
Tangible equity $ 216,012  $ 99,322 
(1) Changes in fair value - The adjustment for changes in fair value includes changes in fair value of loans, retained bonds, and related obligations due to market inputs or model assumptions, deferred purchase price liabilities, warrant liability, convertible notes, and the exchange of our senior notes.
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Changes in fair value of loans, retained bonds, and related obligations due to market inputs or model assumptions - This adjustment relates to changes in the significant market or model input components of the fair value for loans, retained bonds, and related obligations. We include an adjustment for the significant market or model input components of the change in fair value because, while based on real observable and/or predicted changes in drivers of the valuation of assets or liabilities, they may be mismatched in any given period with the actual change in the underlying economics or when they will be realized in actual cash flows. Changes in fair value of loans, retained bonds, and related obligations include changes in fair value and related hedge gains and losses for the following:
1.Loans held for investment, subject to HMBS related obligations, at fair value;
2.Loans held for investment, subject to nonrecourse debt, at fair value;
3.Loans held for investment, at fair value;
4.Loans held for sale, at fair value;
5.Retained bonds, at fair value;
6.HMBS related obligations, at fair value; and
7.Nonrecourse debt, at fair value.
The adjustment for changes in fair value of loans, retained bonds, and related obligations due to market inputs or model assumptions is calculated based on changes in fair value associated with the above assets and liabilities calculated in accordance with U.S. GAAP, excluding the estimated impact of the change in fair value attributable to net origination gains and the change in fair value attributable to post-origination loan advances, accretion, and model amortization (i.e., portfolio run-off), net of hedge gains and losses, and any securitization expenses incurred in securitizing our mortgage loans held for investment, subject to nonrecourse debt. This adjustment represents changes in accounting estimates that are measured in accordance with U.S. GAAP. 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. Accordingly, this number should be understood as an estimate, and the actual adjustment could vary if our modeling is incorrect.
Change in fair value of deferred purchase price liabilities - We are obligated to pay contingent consideration to sellers of acquired businesses based on future performance of acquired businesses, as well as realization of tax benefits from certain exchanges of Class A LLC Units into Class A Common Stock (TRA obligation). The change in fair value of deferred purchase price liabilities represents gains or losses as a result of changes in various assumptions, including future performance, FOA stock price, timing and realization of tax benefits, and discount rates.
Change in fair value of the warrant liability - The adjustment to the warrant liability is based on the change in its measured fair value. Although the change in fair value of the warrant liability is a recurring part of our business, the change in fair value is unrealized, and we believe the adjustment is appropriate as the fair value fluctuations from period to period may make it difficult to analyze core-operating trends.
Change in fair value of convertible notes - We elected to account for the convertible notes at fair value under the fair value option. The change in fair value of convertible notes represents gains or losses as a result of changes in FOA stock price compared to the conversion price of the notes.
Change in fair value related to the exchange of our senior notes - We accounted for the exchange of our senior notes as an extinguishment of the senior unsecured notes and the issuance of the senior secured notes and exchangeable senior secured notes (collectively, the “Secured Notes”). The Secured Notes were initially recorded at fair value. The gain recognized on the exchange of the senior notes and the amortization of the Secured Notes discount are both included in this adjustment.
(2) Exchangeable senior secured notes interest expense - The adjustment for exchangeable senior secured notes interest expense includes interest expense on our exchangeable senior secured notes, excluding amortization of the discount related to the notes, net of an income tax benefit adjustment to apply an effective combined federal and state corporate tax rate to the expense, if dilutive for adjusted earnings per share.

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Liquidity and Capital Resources
FOA is a holding company and generally has no material assets other than its direct and indirect ownership of Class A LLC Units. FOA has no independent means of generating revenue. FOA Equity may make distributions to its holders of Class A LLC Units, including FOA, in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the TRA obligation, and dividends, if any, declared by FOA. Deterioration in the financial condition, earnings, or cash flow of FOA Equity and its subsidiaries for any reason could limit or impair FOA Equity’s ability to make such distributions. In addition, 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. Further, our existing financing arrangements include, and any financing arrangement that we enter into in the future may include, restrictions that impact FOA Equity’s ability to make distributions to FOA.
Our cash flows from operations, borrowing availability, and overall liquidity are subject to risks and uncertainties. We may not be able to obtain additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations and future borrowings may not be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which could result in additional expenses or dilution.
Sources and Uses of Cash
Our primary sources of funds for liquidity include: (i) payments received from the sale or securitization of loans; (ii) proceeds from payments on our outstanding participating interests in loans; and (iii) advances on warehouse facilities, other secured borrowings, our various notes, and other financing transactions.
Our primary uses of funds for liquidity include: (i) originations of loans; (ii) funding of borrower advances and draws on outstanding loans; (iii) payment of operating expenses; and (iv) repayment of borrowings and repurchases or redemptions of outstanding indebtedness.
Our cash flow from operating activities when combined with net proceeds from our portfolio financing activities, as well as capacity through existing facilities, provide adequate resources to fund our anticipated ongoing cash requirements. We rely on these facilities to fund operating activities. As the facilities mature, management believes it will either renew existing facilities or obtain sufficient additional lines of credit. Future debt maturities will be funded with cash and cash equivalents, cash flow from operating activities including portfolio investing and financing activities, and, if necessary, future access to capital markets. We continue to optimize the use of balance sheet cash to avoid unnecessary interest carrying costs.
Cash Flows
The following table presents amounts from our Consolidated Statements of Cash Flows (in thousands):
Year ended
December 31,
2025 2024
Net cash provided by (used in):
Operating activities $ (429,746) $ (423,815)
Investing activities 854,887  340,912 
Financing activities (402,454) 160,097 
Effect of exchange rate changes on cash and cash equivalents (9) (27)
Net increase in cash and cash equivalents and restricted cash $ 22,678  $ 77,167 
Net increase in cash and cash equivalents $ 42,120  $ 901 
Net increase (decrease) in restricted cash (19,442) 76,266 
Our cash and cash equivalents and restricted cash increased by $22.7 million for the year ended December 31, 2025 compared to an increase of $77.2 million during the comparable period in 2024. Our cash and cash equivalents, excluding restricted cash, increased $42.1 million for the year ended December 31, 2025 compared to an increase of $0.9 million during the comparable period in 2024.
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Operating Cash Flow
Cash flows from operating activities decreased by $5.9 million for the year ended December 31, 2025 compared to the corresponding 2024 period, which was primarily attributable to an increase in cash used for originations of loans held for sale, net of proceeds on sale.
Investing Cash Flow
The increase of $514.0 million in cash flows from our investing activities during the year ended December 31, 2025 compared to the 2024 period was primarily attributable to a $413.8 million increase in proceeds/payments on loans held for investment, net of cash used for purchases and originations, and a $113.5 million increase in proceeds/payments on loans held for investment, subject to nonrecourse debt, net of cash used for purchases and originations. This was partially offset by a decrease of $5.5 million in proceeds on the sale of MSR.
Financing Cash Flow
The decrease of $562.6 million in cash flows from our financing activities during the year ended December 31, 2025 compared to the 2024 period was primarily driven by a $398.0 million increase in payments on HMBS related obligations, net of proceeds, a $356.2 million increase in payments on nonrecourse debt, net of proceeds, a $103.2 million increase in payments on notes payable, net of proceeds, and $40.1 million of cash used for the repurchase of Class A Common Stock and Class A LLC Units. This was partially offset by a $279.7 million decrease in payments on other financing lines of credit, net of proceeds, and a $49.3 million increase in proceeds from issuance of the Series A Preferred Stock.
Financial Covenants
Our credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage ratios, and profitability. These covenants are measured at FAH or FAR. The Company was in compliance with the financial covenants as of December 31, 2025. Refer to Note 10 - Other Financing Lines of Credit in the Notes to Consolidated Financial Statements for additional information.
Compliance Requirements
As an issuer of HMBS, FAR is subject to minimum net worth, liquidity, and leverage requirements as well as minimum insurance coverage established and defined by Ginnie Mae as follows:
Minimum Net Worth
•$5.0 million plus 1% of FAR’s outstanding HMBS and unused commitment authority from Ginnie Mae.
•Adjusted net worth is defined as total equity less certain unacceptable assets, including affiliate receivables.
Minimum Liquidity
•Maintain liquid assets equal to at least 20% of the minimum net worth required for a HMBS issuer.
Minimum Leverage Ratio
•Maintain a ratio of adjusted net worth to total assets of at least 6%.
As of December 31, 2025, FAR was in compliance with the minimum net worth, liquidity, capitalization levels, and insurance requirements of Ginnie Mae. FAR’s actual ratio of adjusted net worth to total assets was below the Ginnie Mae requirement due to the Company’s determination that HECM loans transferred into HMBS as well as its HECM buyout and non-agency reverse mortgage loan securitizations do not meet the requirements of sale accounting and are not derecognized upon date of transfer. As a result, the Company accounts for HECM loans transferred into HMBS as well as its HECM buyout and non-agency reverse mortgage loan securitizations as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations or nonrecourse debt, along with the corresponding liability for the HMBS related obligations or nonrecourse debt. 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.
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As of December 31, 2025, FAR was in compliance with applicable requirements.
Refer to Note 21 - Liquidity and Capital Requirements in the Notes to Consolidated Financial Statements for additional information.

Summary of Certain Indebtedness
The following description is a summary of certain material provisions of our outstanding indebtedness. As of December 31, 2025, our total debt obligations were $30.2 billion. This summary does not restate the terms of our outstanding indebtedness in its entirety, nor does it describe all of the material terms of our indebtedness.
HMBS Related Obligations
FAR is an approved issuer of HMBS that are guaranteed by Ginnie Mae and collateralized by participation interests in HECM loans insured by the FHA. We originate HECM loans insured by the FHA. Participations in the HECM loans are pooled into HMBS, which are sold into the secondary market with servicing rights retained. We have determined that loan transfers in the HMBS program do not meet the participating interest requirements because of the servicing requirements in the product that require the issuer/servicer to absorb some level of interest rate risk, cash flow timing risk, and incidental credit risk due to the buyout of HECM assets as discussed below. As a result, the transfers of the HECM loans do not qualify for sale accounting, and therefore, we account for these transfers as secured financings. Holders of participating interests in the HMBS have no recourse against assets other than the underlying HECM loans, remittances, or collateral on those loans while they are in the securitization pools, except for standard representations and warranties and our contractual obligation to service the HECM loans and the HMBS.
Remittances received on the reverse mortgage loans, proceeds received from the sale of real estate owned, and our funds used to repurchase reverse mortgage loans are used to reduce the HMBS related obligations by making payments to the securitization pools, which then remit the payments to the beneficial interest holders of the HMBS. The maturity of the HMBS related obligations is directly affected by the liquidation of the reverse mortgage loans and real estate owned properties, as well as by events of default stipulated in the reverse mortgage loan agreements with borrowers. As an HMBS issuer, FAR assumes certain obligations related to each security it issues. The most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once they reach the maximum UPB limits that were established at loan origination. Performing repurchased loans are generally conveyed to HUD, and nonperforming repurchased loans are generally liquidated in accordance with program requirements.
As of December 31, 2025, we had HMBS related obligations of $18.9 billion and HECM loans pledged as collateral to the pools of $19.1 billion, both recorded at fair value.
Additionally, as the servicer of reverse mortgage loans, we are obligated to fund additional borrowing capacity primarily in the form of undrawn lines of credit on floating rate reverse mortgage loans. We rely upon certain of our secured financing arrangements and our operating cash flows to fund these additional borrowings on a short-term basis prior to securitization. The additional borrowings are generally securitized within 30 days after funding. The obligation to fund these additional borrowings could have a significant impact on our liquidity.
Nonrecourse Debt
We securitize and issue interests in pools of loans that are not eligible for the Ginnie Mae securitization program, which include non-agency reverse mortgage loans and HECM buyouts. The transactions provide investors with the ability to invest in these pools of assets. The transactions provide us with access to liquidity for these assets, ongoing servicing fees, and potential residual returns for the residual securities we retain at the time of securitization. The transactions are structured as secured borrowings, with the loan assets and liabilities included in the Consolidated Statements of Financial Condition as Loans held for investment, subject to nonrecourse debt, at fair value, and Nonrecourse debt, at fair value, respectively. As of December 31, 2025, we had nonrecourse debt-related borrowings of $9.7 billion and loans held for investment pledged as collateral for the nonrecourse debt of $10.0 billion, both recorded at fair value.
Refer to Note 9 - Nonrecourse Debt, at Fair Value, in the Notes to Consolidated Financial Statements for additional information.
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Other Financing Lines of Credit
Reverse Mortgage Warehouse Facilities
As of December 31, 2025, we had $1.2 billion in warehouse lines of credit capacity collateralized by first and second lien mortgages, with a $737.4 million aggregate principal amount drawn through nine funding facility arrangements with eight active lenders. These facilities are generally structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender, as participation arrangements pursuant to which the lender acquires a participation interest in the related eligible loans, or as loan and security agreements under which eligible loans are pledged to the lender as collateral. The funds advanced to us are generally repaid using the proceeds from the sale or securitization of the loans to, or pursuant to, programs sponsored by Ginnie Mae or private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When we draw on these facilities, we generally must transfer and/or pledge eligible mortgage loans to the lender and comply with various financial and other covenants. The facilities generally have one-year maturity terms. Under the facilities, mortgage loans are generally transferred and/or pledged at an advance rate that is less than the principal balance of the loans (the “haircut”), which serves as the primary credit enhancement for the lender. Since the advances to us are generally for less than 100% of the principal balance of the mortgage loans, we are required to use working capital to fund the remaining portion of the principal balance of the loans. Upon expiration, management believes it will either renew its existing facilities or obtain sufficient additional lines of credit. The interest rate on all outstanding facilities is the Secured Overnight Financing Rate, plus applicable margin.
The following table presents additional information about our warehouse facilities as of December 31, 2025 (in thousands):
Reverse Warehouse Facilities Maturity Date Total Capacity Outstanding Balance
Committed June 2026 - October 2026 $ 545,000  $ 467,815 
Uncommitted March 2026 - December 2026 640,000  269,620 
Total reverse warehouse facilities $ 1,185,000  $ 737,435 
With respect to each of our warehouse facilities, we pay certain up-front and/or ongoing fees which can be based on our utilization of the facility. In some instances, loans held by a lender for a contractual period exceeding 45 to 60 calendar days after we originate such loans are subject to additional fees and interest rates.
Certain of our warehouse facilities contain sub-limits for “wet” loans, which allow us to finance loans for a minimal period of time prior to delivery of the note collateral to the lender. “Wet” loans are loans for which the collateral custodian has not yet received the related loan documentation. “Dry” loans are loans for which all the loan documentation has been delivered to the collateral custodian. “Wet” loans are held by a lender for a contractual period, typically between five and ten business days, and are subject to a reduction in the advance amount.
Interest is generally payable at the time the loan is settled off the line or monthly in arrears, and the principal is payable upon receipt of loan sale or securitization proceeds, upon transfer of a loan to another line of credit, or upon maturity of the facility. The facilities may also require the outstanding principal to be repaid if a loan remains on the line longer than a contractual period of time, which generally ranges from 45 to 365 calendar days.
Loans financed under certain of our warehouse facilities are subject to changes in fair value and margin calls. The fair value of our loans depends on a variety of economic conditions, including interest rates and market demand for loans. Under certain facilities, if the fair value of the underlying loans declines below the outstanding asset balance on such loans or if the UPB of such loans falls below a threshold related to the repurchase price for such loans, we could be required to (i) repay cash in an amount that cures the margin deficit or (ii) supply additional eligible assets or rights as collateral for the underlying loans to compensate for the margin deficit. Certain warehouse facilities allow for the remittance of cash back to us if the value of the loan exceeds the principal balance.
Our warehouse facilities require our borrowing subsidiaries to comply with various customary operating and financial covenants, including, without limitation, the following tests:
•minimum tangible or adjusted tangible net worth;
•minimum liquidity or minimum liquid assets;
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•maximum leverage ratio of total liabilities (which may include off-balance sheet liabilities) or indebtedness to tangible or adjusted tangible net worth; and
•minimum profitability.
In the event we fail to comply with the covenants contained in any of our warehouse lines of credit, or otherwise were to default under the terms of such agreements, we may be restricted from paying dividends, reducing or retiring our equity interests, making investments, or incurring more debt.
Other Secured Lines of Credit
As of December 31, 2025, we collectively had $495.0 million in additional secured facilities with $450.3 million aggregate principal amount drawn through credit agreements or master repurchase agreements with six funding facility arrangements and five active lenders. These facilities are secured by, among other things, eligible asset-backed securities, HECM MSR, and unsecuritized tails. In certain instances, these assets are subject to existing first lien warehouse financing, in which case these facilities (i.e., mezzanine facilities) are secured by the equity in these assets exceeding first lien warehouse financing. These facilities are generally structured as master repurchase agreements under which ownership of the related eligible assets is temporarily transferred to a lender. The funds advanced to us are generally repaid using the proceeds from the sale or securitization of the underlying assets or distribution from underlying securities, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When we draw on these facilities, we generally must transfer and pledge eligible assets to the lender and comply with various financial and other covenants. Under the facilities, we generally transfer the assets at a haircut, which serves as the primary credit enhancement for the lender.
The following table presents additional information about our other secured lines of credit as of December 31, 2025 (in thousands):
Other Secured Lines of Credit Maturity Date Total Capacity Outstanding Balance
Committed
Various(1)
$ 454,991  $ 429,995 
Uncommitted October 2026 40,000  20,269 
Total other secured lines of credit $ 494,991  $ 450,264 
(1) These lines of credit are tied to the maturity date of the underlying mortgage related assets or HECM MSR that have been pledged as collateral.
We pay certain up-front and ongoing fees based on our utilization with respect to many of these facilities. We pay commitment fees based upon the limit of the facility and unused fees are paid if utilization falls below a certain amount.
Interest is generally payable at the time the loan or securities are settled off the line or monthly in arrears, and the principal is payable upon receipt of asset sale or securitization proceeds, upon principal distributions on the underlying pledged securities, upon transfer of assets to another line of credit, or upon maturity of the facility.
Under these facilities, we are generally required to comply with various customary operating and financial covenants. The financial covenants are similar to those under the warehouse lines of credit. The Company was in compliance with all financial covenants as of December 31, 2025.
Refer to Note 10 - Other Financing Lines of Credit in the Notes to Consolidated Financial Statements for additional information.
Notes Payable
Senior Notes Exchange
On November 5, 2020, FOAF issued $350 million aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Unsecured Notes”). On October 31, 2024 (the “Issue Date”), FOAF completed an exchange with certain existing noteholders of the 2025 Unsecured Notes. Existing noteholders, representing 97.892% of the aggregate principal amount outstanding of the 2025 Unsecured Notes, exchanged their respective 2025 Unsecured Notes in consideration for (i) the issuance of (a) $195,783,947 of FOAF’s new 7.875% Senior Secured Notes due November 30, 2026, with FOAF’s option to extend until November 30, 2027 (subsequently amended as described below), (b) $146,793,000 of FOAF’s new 10.000% Exchangeable Senior Secured Notes due November 30, 2029, and (ii) cash consideration of $856,555.
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Senior Secured Notes
In accordance with the amendments as described below, the Senior Secured Notes will mature on November 30, 2026 (the “Scheduled Maturity Date”), provided that such Scheduled Maturity Date may be extended at the election of FOAF until November 30, 2027 (the “Extended Maturity Date”). The Senior Secured Notes bore interest at a rate of 7.875% per year until the first anniversary of the Issue Date and bear interest at a rate of 8.875% per year from the first anniversary of the Issue Date to the Scheduled Maturity Date. If FOAF elects the extension, the Senior Secured Notes will bear interest at a rate of 9.875% per year from the Scheduled Maturity Date until the Extended Maturity Date. FOAF pays interest semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.
In order to permit the transactions under the Repurchase Agreement, FOA Equity, FOAF, certain of their direct and indirect subsidiaries who act as guarantors, and a requisite majority of holders of FOAF’s Secured Notes entered into certain amendments which provide that $60 million of the principal amount of the Senior Secured Notes will mature on the Scheduled Maturity Date, with FOAF retaining the option to extend the remaining principal balance to the Extended Maturity Date.
Pursuant to the Senior Secured Notes indenture, FOAF was required to partially prepay in cash, by means of a redemption, a portion of the outstanding principal amount of the Senior Secured Notes in November 2025, in an amount equal to $0.23 per $1.00 principal amount of Senior Secured Notes outstanding, or $45.0 million.
Exchangeable Secured Notes
The Exchangeable Secured Notes will mature on November 30, 2029 and bear interest at a rate of 10.000% per year, payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024. The Exchangeable Secured Notes are exchangeable into shares of the Company’s Class A Common Stock. The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of Exchangeable Secured Notes, which is equivalent to an initial exchange price of $27.50 per share of Class A Common Stock. Holders of the Exchangeable Secured Notes have the right to exchange all or any portion of their Exchangeable Secured Notes at their option, at any time prior to the close of business on the second scheduled trading day immediately preceding November 30, 2029. The Exchangeable Secured Notes will not be redeemable at FOAF’s option at any time, except in certain limited circumstances.
2025 Unsecured Notes
The 2025 Unsecured Notes bore interest at a rate of 7.875% per year, payable semi-annually in arrears on May 15 and November 15. The 2025 Unsecured Notes were repaid and terminated in full in November 2025.
Convertible Notes
On August 4, 2025, the Company entered into convertible note purchase agreements with certain existing institutional investors, providing for the purchase of an aggregate of $40 million of a new series of unsecured convertible promissory notes. The Convertible Notes, funded and issued on August 4, 2025, mature on August 4, 2028, have a 0% coupon rate, and are convertible, in whole or in part, at the option of the Company or the holder into shares of Class A Common Stock at $18.00 per share for the first year following the issuance date or $19.00 per share starting one year from the issuance date, in each case, subject to customary adjustments. If neither the Company nor the holder elects to convert the Convertible Notes into shares of Class A Common Stock, the $40 million will be payable on the maturity date. The Company has elected to account for the Convertible Notes at fair value under the fair value option.
Other Promissory Notes
On August 4, 2025, the Company’s two outstanding working capital promissory notes with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC (“LFH”), which are deemed affiliates of the Company, were repaid and terminated in full.
Additionally, on August 4, 2025, FAR entered into an unsecured revolving working capital promissory note with LFH (the “LFH Promissory Note”), which provides for an uncommitted revolving facility of up to $20.0 million. The LFH Promissory Note accrues interest monthly at a rate of 10% per annum and matures on August 4, 2026.
As of December 31, 2025, the Company was in compliance with all required covenants of our notes payable.
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Refer to Note 13 - Notes Payable and Note 23 - Related Party Transactions in the Notes to Consolidated Financial Statements for additional information.

Contractual Obligations and Commitments
The following table presents our contractual obligations as of December 31, 2025 (in thousands):
Total Less than 1 year 1 - 3
years
3 - 5
years
More than 5 years
Contractual cash obligations:
Nonrecourse debt $ 9,960,524  $ 2,716,708  $ 2,682,753  $ 936,031  $ 3,625,032 
Warehouse lines of credit 737,435  737,435  —  —  — 
Other secured lines of credit 450,264  23,768  71,504  —  354,992 
Notes payable(1)
357,547  170,754  40,000  146,793  — 
Repurchase Agreement 40,595  40,595  —  —  — 
Operating leases 32,468  5,462  8,816  6,687  11,503 
Total $ 11,578,833  $ 3,694,722  $ 2,803,073  $ 1,089,511  $ 3,991,527 
(1) Amounts exclude the unamortized debt discount and issuance costs and the fair value adjustments related to the Convertible Notes. In addition, as discussed above and in Note 13 - Notes Payable in the Notes to Consolidated Financial Statements, the Company has the option to extend a portion of the $150.8 million principal balance of the Senior Secured Notes to November 30, 2027.
In addition to the contractual obligations above, we have also been involved in securitizations of HECM loans that were structured as secured borrowings. These structures resulted in us recording the securitized loans in the Consolidated Statements of Financial Condition and recognizing the asset-backed certificates acquired by third parties as HMBS related obligations. The timing of the principal payments on this nonrecourse debt depends on the payments received on the underlying mortgage loans and the liquidation of real estate owned properties. The outstanding principal balance of loans held for investment, subject to HMBS related obligations, was $18.0 billion as of December 31, 2025.
The Company’s TRA obligation will require payments to be made that may be significant and are not reflected in the contractual obligations table above.
We are also required to fund borrower draws on certain loans. These unfunded commitments are not included in the table above. Refer to Note 15 - Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information.

Critical Accounting Estimates
Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. In particular, we have identified several policies that, due to the judgments, estimates, and assumptions inherent in those policies, are critical to an understanding of the consolidated financial statements. These policies relate to fair value measurements, particularly those determined to be Level 3 as discussed in Note 5 - Fair Value in the Notes to Consolidated Financial Statements. We believe that the judgments, estimates, and assumptions used in the preparation of the consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the consolidated financial statements to these critical accounting policies, the use of other judgments, estimates, and assumptions could result in material differences in our results of operations or financial condition. Fair value measurements considered to be Level 3, representing estimated values based on significant unobservable inputs, include (i) the valuation of loans held for investment, (ii) the valuation of HMBS related obligations, and (iii) the valuation of nonrecourse debt. For the impact of changes in estimates on these fair value measurements, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Fair Value Measurements
Loans Held for Investment, at Fair Value
The Company elected the fair value option for all loans held for investment. Loans held for investment, at fair value, include originated or purchased reverse mortgage loans that are expected to be securitized in the secondary market, reverse mortgage loans that were previously securitized into either an HMBS or a private securitization, and reverse mortgage loans that were purchased out of Ginnie Mae securitization pools.
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We have determined that HECM loans transferred under the current Ginnie Mae HMBS program do not meet the requirements for sale accounting and are not derecognized upon date of transfer. The Ginnie Mae HMBS program includes certain terms that do not meet the participating interest requirements and require or provide an option for the Company to reacquire the loans prior to maturity. Due to these terms, the transfer of the loans does not meet the requirements of sale accounting. As a result, the Company accounts for HECM loans transferred into HMBS as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations, along with the corresponding liability for the HMBS related obligations.
We estimate the fair value of these loans using a process that combines the use of a DCF model and analysis of current market data. The cash flow assumptions and prepayment and repayment assumptions used in the model are based on various factors. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques utilized to measure fair value.
HMBS Related Obligations, at Fair Value
The Company elected the fair value option for all HMBS related obligations. This liability includes the Company’s obligation to repay the secured borrowing from the FHA-insured HECM cash flows and the obligations as issuer and servicer of the HECM loans and HMBS. Monthly cash flows generated from the HECM loans are used to service the outstanding HMBS.
As an issuer of HMBS, the Company is obligated to service the HECM loan and associated HMBS, which includes funding the repurchase of the HECM loans or pass through of cash due to the holder of the beneficial interests in the Ginnie Mae HMBS upon maturity events and certain funding obligations related to monthly guarantee fees, mortgage insurance proceeds, and partial month interest.
We estimate the fair value of these obligations using a process that combines the use of a DCF model and analysis of current market data. The cash flow assumptions and prepayment and repayment assumptions used in the model are based on various factors. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques utilized to measure fair value.
Nonrecourse Debt, at Fair Value
The Company elected the fair value option for all nonrecourse debt. We securitize and issue interests in pools of loans that are not eligible for the Ginnie Mae securitization program. These securitizations primarily consist of 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 debt is paid using the cash flows from the underlying reverse mortgage loans, which serve as collateral for the debt.
We estimate the fair value of this debt using a process that combines the use of a DCF model and analysis of current market data. The cash flow assumptions and prepayment and repayment assumptions used in the model are based on various factors. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques utilized to measure fair value.
We use various internal financial models that use market participant data to value these loans. These models are complex and use asset specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of loans are complex because of the high number of variables that drive cash flows associated with the loans. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of the models. On a quarterly basis, we obtain external market valuations from independent third-party valuation experts in order to validate the reasonableness of our internal valuation.
New Accounting Pronouncements
Refer to Note 2 - Summary of Significant Accounting Policies within the Notes to Consolidated Financial Statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects in the consolidated financial statements.
91




Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our principal market risk is interest rate risk, primarily to changes in long-term U.S. Treasury rates and mortgage interest rates due to their impact on mortgage-related assets. Changes in short-term interest rates will also have an impact on our financing lines of credit.
Interest Rate Risk
Changes in interest rates will, in general, impact our operating segments as follows:
Retirement Solutions
•an increase in prevailing interest rates could adversely affect our loan origination volume as new loans or refinancing an existing loan will be less attractive to borrowers.
Portfolio Management
•an increase in interest rates could generate an increase in delinquency, default, and foreclosure rates resulting in an increase in both servicing costs and interest expense on our outstanding debt.
•an increase in interest rates will lead to a higher cost of funds on our financing lines of credit.
•an increase in interest rates and market spreads may cause a reduction in the fair value of our long-term assets.
•a decrease in interest rates may increase prepayment speeds of our long-term assets which could lead to a reduction in the fair value of our long-term assets.
Earnings on our held for investment assets depend largely on our interest rate spread, represented by the relationship between the yield on our interest-earning assets, primarily securitized assets, and the cost of our interest-bearing liabilities, primarily securitized borrowings. Interest rate spreads are impacted by several factors, including forward interest rates, general economic factors, and the quality of the loans in our portfolio.
Sensitivity Analysis
We utilize a sensitivity analysis to assess our market risk associated with changes in interest rates. This sensitivity analysis attempts to assess the potential impact to earnings based on hypothetical changes in interest rates.
We estimate the fair value of the outstanding mortgage loans and related liabilities using a process that combines the use of a DCF model and analysis of current market data. The cash flow assumptions used in the model are based on various factors. Refer to Note 5 - Fair Value in the Notes to Consolidated Financial Statements for additional information regarding the key inputs, assumptions, and valuation techniques utilized to measure fair value.
Our total market risk is impacted by a variety of other factors including market spreads and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time.
The sensitivities presented are hypothetical and should be evaluated with care. The effect on fair value of a 25 bps variation in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the hypothetical effects.
92



The following table presents the estimated change in the fair value of our significant assets and liabilities sensitive to interest rates as of December 31, 2025 (in thousands):
Down 25 bps Up 25 bps
Increase (decrease) in assets
Loans held for investment, subject to HMBS related obligations $ 31,707  $ (31,608)
Loans held for investment, subject to nonrecourse debt 148,931  (145,200)
Loans held for investment 8,468  (8,249)
Total assets $ 189,106  $ (185,057)
Increase (decrease) in liabilities
HMBS related obligations $ 27,280  $ (27,099)
Nonrecourse debt 98,896  (99,021)
Total liabilities $ 126,176  $ (126,120)

93



Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Philadelphia, PA PCAOB ID#243)
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Equity for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements




94



Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors
Finance of America Companies Inc.
Plano, Texas

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Finance of America Companies Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Certain Reverse Mortgage Loans and Related Obligations
The Company’s balance of reverse mortgage loans classified as Loans held for investment, subject to nonrecourse debt, at fair value, was $10.0 billion, and Loans held for investment, at fair value, was $870 million as of December 31, 2025. The Company’s balance of Nonrecourse debt, at fair value, was $9.7 billion as of December 31, 2025. As described in Notes 2, 5, 6 and 9 to the Company’s consolidated financial statements, these amounts include non-agency reverse mortgage loans and nonrecourse debt associated with non-agency reverse mortgage loans. The Company has elected to account for these assets and liabilities at fair value and determines the fair value by estimating the fair value of future cash flows associated with the assets and liabilities.

95



The fair value of these non-agency reverse mortgage loans and the related obligations are classified as Level 3 in the valuation hierarchy, and a significant unobservable assumption used in the valuation of the non-agency reverse mortgage loans and related obligations is the credit spread component of the discount rates.

We have identified the credit spread component of the discount rates used in the valuation of these non-agency reverse mortgage loans and related obligations as a critical audit matter. Significant judgments were made by management in determining the credit spread component of the discount rates. Auditing the credit spread component of the discount rates involved especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including specialized skills or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
•Testing the design, implementation and operating effectiveness of certain controls relating to the determination and evaluation of the discount rates, including the credit spread component of the discount rates, used in the valuation of these non-agency reverse mortgage loans and related obligations.
•Utilizing personnel with specialized skill and knowledge in valuation to assist in assessing the reasonableness of the methodology utilized by management to determine the discount rates, including the basis for the credit spread component of the discount rates.
•Assessing the reasonableness of the credit spread component by (i) testing the completeness and accuracy of the underlying transactional details and information used by management to determine the change in the credit spread, and (ii) validating the arithmetic accuracy of the calculation of the credit spread utilized in the determination of the discount rates.
•Assessing the reasonableness of the credit spread component of the discount rates by comparing the credit spread utilized to credit spreads implied by a transaction occurring after the measurement date.



/s/ BDO USA, P.C.
We have served as the Company’s auditor since 2021.
Philadelphia, Pennsylvania
March 13, 2026
96

Finance of America Companies Inc.
Consolidated Statements of Financial Condition
(in thousands, except share data)
December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 89,503  $ 47,383 
Restricted cash 235,143  254,585 
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities (“HMBS”) related obligations, at fair value 19,135,403  18,669,962 
Loans held for investment, subject to nonrecourse debt, at fair value 10,026,177  9,288,403 
Loans held for investment, at fair value 870,081  520,103 
Intangible assets, net 179,615  216,342 
Other assets, net (includes $76,146 and $43,861 at fair value)
197,376  157,261 
Assets of discontinued operations —  2,451 
TOTAL ASSETS $ 30,733,298  $ 29,156,490 
LIABILITIES AND EQUITY
HMBS related obligations, at fair value $ 18,912,226  $ 18,444,370 
Nonrecourse debt, at fair value
9,736,493  8,954,068 
Other financing lines of credit 1,187,699  918,247 
Notes payable (includes $53,800 and $0 at fair value, and includes amounts due to related parties of $87,126 and $162,283)
329,929  374,511 
Payables and other liabilities (includes $12,547 and $16,684 at fair value)
130,729  137,953 
Repurchase agreement obligation 40,595  — 
Liabilities of discontinued operations —  11,677 
TOTAL LIABILITIES 30,337,671  28,840,826 
Commitments and Contingencies (Note 15)
EQUITY (Note 26)
Preferred Stock, $0.0001 par value; 600,000,000 shares authorized; 50,000 and 0 shares issued and outstanding
—  — 
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 9,921,336 and 10,360,299 shares issued, and 7,899,344 and 9,934,449 shares outstanding
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 14 and 15 shares issued, and 12 and 15 shares outstanding
—  — 
Additional paid-in capital 977,816  954,469 
Accumulated deficit (653,660) (698,895)
Accumulated other comprehensive loss (285) (276)
Noncontrolling interest 71,755  60,365 
TOTAL EQUITY 395,627  315,664 
TOTAL LIABILITIES AND EQUITY $ 30,733,298  $ 29,156,490 

See accompanying Notes to Consolidated Financial Statements

97

Finance of America Companies Inc.
Consolidated Statements of Financial Condition
(in thousands)
The following table presents the assets and liabilities of the Company’s consolidated variable interest entities (“VIEs”), which are included in the Consolidated Statements of Financial Condition above, and excludes retained bonds and beneficial interests that eliminate in consolidation.
December 31, 2025 December 31, 2024
ASSETS
Restricted cash $ 227,489  $ 248,905 
Loans held for investment, subject to nonrecourse debt, at fair value 9,630,812  8,904,303 
Loans held for investment, at fair value 432,724  168,641 
Other assets, net (includes $11,838 and $0 at fair value)
80,738  53,400 
TOTAL ASSETS $ 10,371,763  $ 9,375,249 
LIABILITIES
Nonrecourse debt, at fair value $ 9,359,493  $ 8,588,301 
Other financing lines of credit 313,699  136,157 
Payables and other liabilities 3,784  1,277 
TOTAL LIABILITIES $ 9,676,976  $ 8,725,735 
NET CARRYING VALUE OF ASSETS IN VIEs $ 694,787  $ 649,514 

See accompanying Notes to Consolidated Financial Statements
98

Finance of America Companies Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Year ended
December 31,
2025 2024
PORTFOLIO INTEREST INCOME
Interest income $ 1,919,970  $ 1,905,214 
Interest expense (1,659,210) (1,637,286)
NET PORTFOLIO INTEREST INCOME 260,760  267,928 
OTHER INCOME (EXPENSE)
Net origination gains 226,068  179,837 
Gains on securitization of home equity conversion mortgage (“HECM”) tails, net 45,365  45,535 
Fair value changes from model amortization (153,656) (201,101)
Fair value changes from market inputs or model assumptions 146,963  55,924 
Net fair value changes on loans and related obligations 264,740  80,195 
Fee income 29,494  29,546 
Non-funding interest income (expense), net (57,562) 16,695 
NET OTHER INCOME (EXPENSE) 236,672  126,436 
TOTAL REVENUES 497,432  394,364 
EXPENSES
Salaries, benefits, and related expenses 145,770  138,360 
Loan production and portfolio related expenses 54,303  36,205 
Loan servicing expenses 31,162  31,323 
Marketing and advertising expenses 48,608  39,429 
Amortization and depreciation 38,595  38,947 
General and administrative expenses 51,093  59,462 
TOTAL EXPENSES 369,531  343,726 
IMPAIRMENT OF OTHER ASSETS —  (891)
OTHER, NET (14,804) (6,931)
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 113,097  42,816 
Provision for income taxes from continuing operations 3,519  2,398 
NET INCOME FROM CONTINUING OPERATIONS 109,578  40,418 
NET LOSS FROM DISCONTINUED OPERATIONS (6,539) (4,727)
NET INCOME 103,039  35,691 
Net income from continuing operations attributable to noncontrolling interest 61,355  22,922 
Net loss from discontinued operations attributable to noncontrolling interest (3,551) (2,719)
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST 48,223  17,496 
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST (2,988) (2,008)
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST 45,235  15,488 
Preferred Stock dividends 196  — 
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO HOLDERS OF CLASS A COMMON STOCK $ 48,027  $ 17,496 
99

Finance of America Companies Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Year ended
December 31,
2025 2024
EARNINGS PER SHARE (Note 25)
Basic weighted average shares outstanding 9,537,237  9,850,903 
Basic earnings per share from continuing operations
$ 5.04  $ 1.78 
Basic earnings per share
$ 4.72  $ 1.57 
Diluted weighted average shares outstanding 26,930,745  23,406,233 
Diluted earnings per share from continuing operations
$ 3.94  $ 1.36 
Diluted earnings per share
$ 3.74  $ 1.18 
See accompanying Notes to Consolidated Financial Statements
100

Finance of America Companies Inc.
 Consolidated Statements of Comprehensive Income
(in thousands)
Year ended
December 31,
2025 2024
NET INCOME $ 103,039  $ 35,691 
COMPREHENSIVE LOSS ITEM:
Impact of foreign currency translation adjustment (9) (27)
TOTAL COMPREHENSIVE INCOME 103,030  35,664 
Less: Comprehensive income attributable to noncontrolling interest 57,799  20,187 
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST $ 45,231  $ 15,477 

See accompanying Notes to Consolidated Financial Statements


101

Finance of America Companies Inc.
Consolidated Statements of Equity
(in thousands, except share data)
Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss
Class A Class B Noncontrolling Interest
Shares Amount Shares Amount
Class A LLC Units
Amount Total Equity
Balance at December 31, 2023
9,634,074  $ 15  $ —  $ 946,938  $ (714,383) $ (249) 13,297,081  $ 40,100  $ 272,407 
Net income —  —  —  —  —  15,488  —  —  20,203  35,691 
Noncontrolling interest distributions —  —  —  —  —  —  —  —  (100) (100)
Equity-based compensation, net (Note 16 - Equity-Based Compensation)
—  —  —  —  8,418  —  —  —  394  8,812 
Conversion of Class A LLC Units for Class A Common Stock (Note 26 - Equity)
205  —  —  —  —  —  —  (205) —  — 
Settlement of long-term incentive plan (“LTIP”) restricted stock units (“RSUs”), net (Note 26 - Equity)
110,949  —  —  —  232  —  —  (110,949) (232) — 
Settlement of other RSUs 330,314  —  —  —  —  —  —  —  —  — 
Cancellation of shares to fund employee tax withholdings (Note 26 - Equity)
(141,093) —  —  —  (1,119) —  —  —  —  (1,119)
Issuance of Class A LLC Units (Note 26 - Equity)
—  —  —  —  —  —  —  705,841  —  — 
Foreign currency translation adjustment —  —  —  —  —  —  (27) —  —  (27)
Balance at December 31, 2024
9,934,449  $ 15  $ —  $ 954,469  $ (698,895) $ (276) 13,891,768  $ 60,365  $ 315,664 

See accompanying Notes to Consolidated Financial Statements
102

Finance of America Companies Inc.
Consolidated Statements of Equity
(in thousands, except share data)
Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss
Preferred Stock Class A Class B Noncontrolling Interest
Shares Amount Shares Amount Shares Amount
Class A LLC Units
Amount Total Equity
Balance at December 31, 2024
—  $ —  9,934,449  $ 15  $ —  $ 954,469  $ (698,895) $ (276) 13,891,768  $ 60,365  $ 315,664 
Net income —  —  —  —  —  —  —  45,235  —  —  57,804  103,039 
Noncontrolling interest distributions —  —  —  —  —  —  —  —  —  —  (294) (294)
Equity-based compensation, net (Note 16 - Equity-Based Compensation)
—  —  —  —  —  —  7,532  —  —  —  2,629  10,161 
Conversion of Class A LLC Units for Class A Common Stock (Note 26 - Equity)
—  —  775,025  —  —  —  5,114  —  —  (775,025) (5,114) — 
Settlement of RSUs (Note 16 - Equity-Based Compensation)
—  —  566,700  —  —  —  —  —  —  —  —  — 
Cancellation of shares to fund employee tax withholdings (Note 26 - Equity)
—  —  (184,546) —  —  —  (3,950) —  —  —  —  (3,950)
Repurchase agreement (Note 23 - Related Party Transactions)
—  —  (3,192,284) —  (2) —  (34,467) —  —  (4,837,533) (45,831) (80,298)
Issuance of Class A LLC Units (Note 26 - Equity)
—  —  —  —  —  —  —  —  —  102,611  2,196  2,196 
Issuance of Preferred Stock, net of issuance costs (Note 26 - Equity)
50,000  —  —  —  —  —  49,314  —  —  —  —  49,314 
Dividends declared on Preferred Stock (Note 26 - Equity)
—  —  —  —  —  —  (196) —  —  —  —  (196)
Class B share retirement (Note 26 - Equity)
—  —  —  —  (1) —  —  —  —  —  —  — 
Foreign currency translation adjustment —  —  —  —  —  —  —  —  (9) —  —  (9)
Balance at December 31, 2025
50,000  $ —  7,899,344  $ 12  $ —  $ 977,816  $ (653,660) $ (285) 8,381,821  $ 71,755  $ 395,627 
See accompanying Notes to Consolidated Financial Statements
103

Finance of America Companies Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year ended
December 31,
2025 2024
Operating Activities
Net income $ 103,039  $ 35,691 
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of loans and related obligations (584,180) (408,754)
Amortization and depreciation 38,595  38,947 
Amortization of debt discount and issuance costs on notes payable 19,026  2,999 
Impairment of other assets —  891 
Deferred income taxes (3,519) (2,411)
Change in fair value of deferred purchase price liabilities (2,931) 7,966 
Change in fair value of convertible notes 13,800  — 
Equity-based compensation 10,161  8,812 
Originations/purchases of loans held for sale (75,362) (9,877)
Proceeds from sale of loans held for sale 53,719  10,971 
Gain on the exchange of senior notes —  (56,193)
Changes in operating assets and liabilities:
Other assets, net 5,773  33,437 
Payables and accrued expenses (11,020) (95,562)
Other operating activities, net 3,153  9,268 
Net cash used in operating activities (429,746) (423,815)
Investing Activities
Purchases and originations of loans held for investment (3,322,290) (2,870,747)
Proceeds/payments received on loans held for investment 3,121,623  2,256,238 
Purchases and originations of loans held for investment, subject to nonrecourse debt (24,735) (41,134)
Proceeds/payments on loans held for investment, subject to nonrecourse debt 1,085,448  988,337 
Proceeds on sale of mortgage servicing rights (“MSR”) —  5,516 
Proceeds from sale of businesses —  3,000 
Other investing activities, net (5,159) (298)
Net cash provided by investing activities 854,887  340,912 
Financing Activities
Proceeds from issuance of HMBS related obligations 2,006,384  2,003,170 
Payments on HMBS related obligations (2,654,729) (2,253,476)
Proceeds from issuance of nonrecourse debt 4,991,431  3,177,025 
Payments on nonrecourse debt (4,942,510) (2,771,862)
Proceeds from other financing lines of credit 5,440,354  5,832,530 
Payments on other financing lines of credit (5,170,902) (5,842,762)
Proceeds from notes payable 40,000  25,825 
Payments on notes payable (117,408) — 
Repurchase of Class A Common Stock and Class A LLC Units (40,149) — 
Proceeds from issuance of Preferred Stock, net of issuance costs 49,314  — 
Dividends paid on Preferred Stock (196) — 
Other financing activities, net (4,043) (10,353)
Net cash provided by (used in) financing activities (402,454) 160,097 
104

Finance of America Companies Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year ended
December 31,
2025 2024
Effect of exchange rate changes on cash and cash equivalents (9) (27)
Net increase in cash and cash equivalents and restricted cash 22,678  77,167 
Cash and cash equivalents and restricted cash, beginning of period 301,968  224,801 
Cash and cash equivalents and restricted cash, end of period $ 324,646  $ 301,968 
Cash and cash equivalents $ 89,503  $ 47,383 
Restricted cash 235,143  254,585 
Total cash and cash equivalents and restricted cash, end of period $ 324,646  $ 301,968 
Supplementary Cash Flows Information
Cash paid for interest $ 625,125  $ 432,937 
Loans transferred to loans held for sale, at fair value, from loans held for investment, subject to nonrecourse debt, at fair value 133,534  — 
Loans transferred to loans held for sale, at fair value, from loans held for investment, at fair value 52,443  5,424 

See accompanying Notes to Consolidated Financial Statements
105

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
Finance of America Companies Inc. (“we,” “us,” “our,” “FOA,” or the “Company”) is a financial services holding company which, through its operating subsidiaries, is a leading provider of home equity-based financing solutions for a modern retirement. In addition, FOA offers capital markets and portfolio management capabilities primarily to optimize the distribution of its originated loans to investors.
FOA was incorporated in Delaware on October 9, 2020 and became a publicly-traded company on the New York Stock Exchange (the “NYSE”) in April 2021, with trading beginning on April 5, 2021. On August 15, 2025, FOA’s Class A Common Stock (the “Class A Common Stock”) also began trading on NYSE Texas, Inc. FOA continues to maintain its primary listing on the NYSE and trades under the same “FOA” ticker symbol on both exchanges.
FOA has a controlling financial interest in Finance of America Equity Capital LLC (“FOA Equity”). FOA Equity owns all of the outstanding equity interests in Finance of America Funding LLC (“FOAF”). FOAF wholly owns Finance of America Holdings LLC (“FAH”) and Incenter LLC (“Incenter” and collectively, with FOA Equity, FOAF, and FAH, known as “holding company subsidiaries”).
The Company, through its FAH holding company subsidiary, operates a lending company, Finance of America Reverse LLC (“FAR”). Through FAR, the Company originates, acquires, and services HECM loans, which are originated pursuant to the Federal Housing Administration (the “FHA”) HECM program and are insured by the FHA, and non-agency reverse mortgage loans, which are not insured by the FHA. The Company, through its Incenter holding company subsidiary, has operating service companies (the “operating service subsidiaries” and together with FAR, the “operating subsidiaries”) that provide capital markets and portfolio management capabilities.

2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements comprise the financial statements of FOA and its controlled subsidiaries. The consolidated financial statements have been prepared in accordance with United States of America (the “U.S.”) generally accepted accounting principles (“GAAP”) pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the consolidated financial statements in accordance with U.S. GAAP.
The significant accounting policies, together with the other Notes to Consolidated Financial Statements, are an integral part of the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates regarding loans held for investment, HMBS related obligations, and nonrecourse debt are particularly subject to change. Actual results may differ from those estimates and assumptions due to factors such as changes in the economy, interest rates, secondary market pricing, prepayment assumptions, home prices, or discrete events affecting specific borrowers, and such differences could be material.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its controlled subsidiaries, and certain VIEs where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary.
Asset Acquisitions and Business Combinations
As of the acquisition date, the Company evaluates acquisitions to determine whether the Company has acquired a business or a group of assets. The evaluation includes a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The results of this evaluation impact whether the Company accounts for an acquisition under business combination or asset acquisition guidance.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
If the screen test is met, the acquisition is not considered to be a business, and is instead accounted for as an asset acquisition. Asset acquisitions are measured following a cost accumulation and allocation model, whereby the costs to acquire the assets, including transaction costs, are accumulated and then allocated to the individual assets and liabilities acquired based upon their estimated fair values. No goodwill or bargain purchase gain is recognized in an asset acquisition.
Discontinued Operations and Assets Held for Sale
The Company classifies assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.
We classify operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that has had or will have a major effect on our operations and financial results. The Company considers a component of the entity that is being exited to be discontinued operations when all operations, including wind-down operations, cease. Refer to Note 3 - Discontinued Operations for additional information.
VIEs
The Company has been the transferor in connection with securitizations or asset-backed financing arrangements with special purpose entities (“SPEs”), in which the Company has continuing involvement with the underlying transferred financial assets. The Company’s continuing involvement includes acting as servicer for the mortgage loans transferred and retaining beneficial interests in the SPE to which the assets were transferred.
The Company evaluates its interests in each SPE for classification as a VIE. When an SPE meets the definition of a VIE and the Company determines that it is the VIE’s primary beneficiary, the Company includes the SPE in its consolidated financial statements.
The beneficial interests held consist of residual securities that were retained at the time of securitization. These beneficial interests may obligate the Company to absorb losses of the VIE that could potentially be significant to the VIE, or affords the Company the right to receive benefits from the VIE that could potentially be significant to the VIE. In addition, when the Company acts as servicer of the transferred assets, the Company retains the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. When it is determined that the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the assets and liabilities of these VIEs are included in the consolidated financial statements of the Company. The Company reassesses its evaluation of an entity as a VIE upon the occurrence of certain reconsideration events as the primary beneficiary determination may change over time as interest in the VIE changes.
From time to time, the Company may purchase securities that were previously issued by consolidated trusts. Under these circumstances, we extinguish the outstanding debt and recognize gains or losses for the difference between the consideration paid and the carrying value of the debt. For the year ended December 31, 2025, the Company recognized gains of $38.8 million on extinguishment of debt related to these purchases. There were no such gains or losses recognized for the year ended December 31, 2024. The gains or losses are recorded in Interest expense in the Consolidated Statements of Operations.
The Company elected the fair value option, which was applied to the nonrecourse debt issued by the consolidated VIE and to the loans that serve as collateral for the nonrecourse debt.
Refer to Note 4 - Variable Interest Entities and Securitizations for additional information.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. These investments are with high quality financial, governmental, or corporate institutions and potentially subject the Company to concentrations of credit risk.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Restricted Cash
Restricted cash includes amounts specifically designated to repay debt and provide over-collateralization within lines of credit and securitized nonrecourse debt obligations, custodial accounts related to the Company’s portfolio of mortgage loans serviced for investors, and funds deposited from prospective borrowers to cover out-of-pocket expenses incurred by the Company in connection with due diligence activities performed during the loan approval process. Certain funds deposited with the Company may be returned to the borrower at the time the loan funds or if the loan does not close. The Company records a liability for these amounts until the loan has closed or a cost has been incurred.
Loans Held for Investment, Subject to HMBS Related Obligations, at Fair Value
A HECM loan is a reverse mortgage loan available to homeowners aged 62 and over that allows conversion of a portion of the home’s equity into cash. The HECM loan terms do not have a defined maturity date or a scheduled repayment of principal and interest. Variable interest rates are tied to an index plus a margin that typically ranges up to three percentage points. Interest compounds over the life of the loan and is not paid by the borrower until the loan is repaid. HECM loans include a monthly mortgage insurance premium (“MIP”) that is payable to the FHA. The MIP amount is typically calculated as 1.25% of the mortgage balance for loans originated prior to October 2, 2017 and 0.5% for loans originated after October 2, 2017 and accretes to the borrower’s loan balance over the life of the loan. As the issuer, the Company is responsible for remitting the MIP to the FHA.
A maturity event will cause the loan to become due and payable. Maturity events include: borrower has passed away and the property is not the principal residence of at least one surviving borrower; borrower has sold or conveyed title of the property to a third-party; the property is no longer the principal residence of at least one borrower for reasons other than death; the borrower does not maintain the property as principal residence for a period exceeding 12 months; the borrower fails to pay property taxes and/or insurance and all attempts to rectify the situation have been exhausted; and the property is in disrepair and the borrower has refused or is unable to repair the property.
Once a loan has become due and payable, unsecuritized borrower advances cannot be placed into a Government National Mortgage Association (“Ginnie Mae”) HMBS. Generally, the Company recovers such advances (referred to as unpoolable tails) from borrowers, from proceeds of liquidation of collateral, or ultimate disposition of the loan, including conveyance of claims to the FHA.
If the loan is not paid within six months of the maturity event, the Company may proceed with foreclosure on the property. A loan may be satisfied by borrower repayment, sales or appraisal-based claim submissions to the U.S. Department of Housing and Urban Development (“HUD”), and/or foreclosure sale proceeds. If the Company sells the property within six months, it may file a sales-based claim with HUD to recover any shortfall between the sales price of the property and the outstanding loan balance. If the property is not sold within six months, the Company may file an appraisal-based claim with HUD to recover any shortfall between the appraised value and the outstanding loan balance. Once the appraisal-based claim is paid by HUD, any subsequent expenses or loss in the property’s value exposes the Company to additional losses that may not be eligible to be recouped through the filing of an additional HUD claim.
The Company has determined that HECM loans transferred under the current Ginnie Mae HMBS program do not meet the requirements for sale accounting and are not derecognized upon date of transfer. The Ginnie Mae HMBS program includes certain terms that do not meet the participating interest requirements and require or provide an option for the Company to reacquire the loans prior to maturity. Due to these terms, the transfer of the loans does not meet the requirements of sale accounting. As a result, the Company accounts for HECM loans transferred into HMBS as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations, along with the corresponding liability for the HMBS related obligations. No gains or losses are recognized on these transfers of HECM loans into HMBS.
Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid. In addition to having to fund repurchase of these loans out of Ginnie Mae HMBS, the Company also typically earns a lower interest rate and incurs certain non-reimbursable costs during the process of liquidating nonperforming loans. Loans purchased out of Ginnie Mae HMBS are recorded in Loans held for investment or Loans held for investment, subject to nonrecourse debt, in the Consolidated Statements of Financial Condition at their fair value reflective of proceeds of liquidation of collateral or ultimate disposition of the loan.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Loans held for investment, subject to HMBS related obligations, also include claims receivable that have been submitted to HUD awaiting reimbursement. These are recorded based on amounts that the Company expects to recover through outstanding claims.
The yield recognized on loans held for investment, subject to HMBS related obligations, is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. Through the servicing of HECM loans, the Company generates tails. Tails consist of subsequent borrower draws, mortgage insurance premiums, service fees, and other advances, which the Company is able to subsequently securitize. The fair value gains recognized on the securitization of tails are recorded in Gains on securitization of HECM tails, net, in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment, subject to HMBS obligations. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment, subject to HMBS related obligations.
Loans Held for Investment, Subject to Nonrecourse Debt, at Fair Value
Loans held for investment, subject to nonrecourse debt, at fair value, primarily consists of reverse mortgage loans that were securitized and serve as collateral for the issued nonrecourse debt, including non-agency reverse mortgages and HECM buyouts that were securitized into trusts that meet the definition of a VIE and were consolidated or did not qualify for true sale accounting. The Company has determined that it has both the power to direct the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
Non-agency reverse mortgage loans are designated for homeowners aged 55 and over, depending on the loan product and state that the homeowner resides in. The maximum non-agency loan amount is $4 million. Non-agency reverse mortgage loans are not insured by the FHA and will not be placed into a Ginnie Mae HMBS; however, the Company may transfer or pledge these assets as collateral for securitized nonrecourse debt obligations and other financing lines of credit.
The yield recognized on loans held for investment, subject to nonrecourse debt, is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment, subject to nonrecourse debt. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment, subject to nonrecourse debt.
Loans Held for Investment, at Fair Value
Loans held for investment, at fair value, primarily consists of certain reverse mortgage loans that the Company intends to hold to maturity. Reverse mortgage loans held for investment consists of originated or purchased HECM and non-agency reverse mortgage loans not yet securitized, unsecuritized tails, and certain HECM loans purchased out of Ginnie Mae HMBS.
HECM loans and tails that have not yet been securitized into HMBS consist primarily of newly-issued HECM loans that the Company has either originated or purchased, subsequent borrower draws, and amounts paid by the Company on the borrower’s behalf for MIP that have not yet been transferred to a Ginnie Mae securitization.
The Company, as an issuer of HMBS, is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the maximum claim amount (“MCA”) (referred to as HECM buyouts). The majority of performing loans are conveyed to HUD prior to the Company needing to finance the HECM buyouts. Nonperforming repurchased loans are generally liquidated through foreclosure, subsequent sale of the real estate owned, and claim submissions to HUD.
The yield recognized on loans held for investment is based on the stated interest rates of the loans and is recorded in Interest income in the Consolidated Statements of Operations. The difference between the cost basis of loans and their estimated fair value is recognized at time of origination in Net origination gains in the Consolidated Statements of Operations.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all loans held for investment. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for investment.
Loan origination fees represent an up-front fee charged to a borrower for processing the HECM loan or non-agency reverse mortgage loan application and are recorded in Fee income in the Consolidated Statements of Operations when received, which occurs upon the successful funding of the loan. Costs to originate loans are recognized as incurred and recorded in Loan production and portfolio related expenses in the Consolidated Statements of Operations.
Certain HECM and non-agency reverse mortgage loans originated or acquired by the Company include broker compensation or correspondent fees. These amounts are remitted to the mortgage broker or correspondent lender that acted as the intermediary for the reverse mortgage loan. Broker compensation and correspondent fees are recorded as part of Net origination gains in the Consolidated Statements of Operations.
Intangible Assets, Net
Intangible assets, net, consist of trade names and broker/customer relationships acquired through various asset acquisitions and business combinations and are recorded at their estimated fair value on the date of acquisition. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are evaluated for potential impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be fully recoverable. Amortization expense of definite-lived intangibles is included in Amortization and depreciation in the Consolidated Statements of Operations.
Intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for potential impairment or when indicators of a potential impairment are present. In the course of our evaluation of the potential impairment of such indefinite-lived assets, we may elect either a qualitative or a quantitative assessment. After assessing the events or circumstances, if we determine it is more likely than not that the fair value is greater than its carrying amount, we are not required to perform a quantitative impairment analysis. However, if we conclude otherwise, we then perform a quantitative impairment analysis. The Company performs its annual impairment testing as of October 1 and monitors for interim triggering events on an ongoing basis as events occur or circumstances change. Refer to Note 7 - Intangible Assets, Net, for additional information.
Other Assets, Net
Other assets, net, primarily consists of government guaranteed receivables, retained bonds, at fair value, loans held for sale, at fair value, receivables, net of allowance, right-of-use (“ROU”) assets, prepaid expenses, fixed assets, net, and other. Refer to Note 8 - Other Assets, Net, for additional information related to continuing operations.
Government Guaranteed Receivables
The Company accounts for foreclosed mortgage loans guaranteed by the government as a separate receivable. These are recorded at amounts the Company expects to receive from the liquidation of the underlying property and any expected claim proceeds from HUD for shortfall on liquidation proceeds.
Outstanding HUD claims associated with HECM loans that are collateral for issued and outstanding HMBS may be retained inside the HMBS while the associated HECM loan remains insured by HUD or a HUD claim is outstanding and the HECM loan has not yet reached 98% of the loan’s MCA. Subsequent to reaching 98% of the MCA, the Company must purchase the loan out of the HMBS.
Retained Bonds, at Fair Value
We have a residual interest that we retain in certain securitizations related to our unconsolidated VIEs. The yield recognized on retained bonds is based on the stated interest rates of the bonds and is recorded in Interest income in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Loans Held for Sale, at Fair Value
Loans held for sale, at fair value, primarily represents reverse mortgage loans originated and held by the Company until sold to the secondary market. The difference between the cost basis of loans and their expected margin on sale is recognized at time of origination in Net origination gains in the Consolidated Statements of Operations. Fair value changes after loan origination, but before loan sale, are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
Loans held for sale, at fair value, also include residential mortgage loans originated and held by the Company until sold to the secondary market. Residential mortgage loans had a fair value of $1.3 million and $3.5 million as of December 31, 2025 and 2024, respectively, and an unpaid principal balance (“UPB”) of $1.8 million and $4.3 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were $0.7 million and $1.6 million, respectively, in UPB of residential mortgage loans that were 90 days or more past due and on non-accrual status.
The Company elected the fair value option for all loans held for sale. Refer to Note 5 - Fair Value for further discussion of the valuation of loans held for sale.
Receivables, Net of Allowance
Receivables, net of allowance, are represented by amounts due from investors and other parties and are stated at amounts that the Company expects to collect. If the Company expects to collect less than 100% of the recorded receivable balances, an allowance for doubtful accounts is recorded based on the current expected credit loss methodology, which includes a combination of historical experience, aging analysis, information on specific balances, and reasonable and supportable forecasts.
Fixed Assets, Net
Fixed assets primarily consist of computer hardware and software, furniture and fixtures, and leasehold improvements. Fixed assets are depreciated or amortized on a straight-line basis over their estimated useful lives of three to seven years, or the term of the related office lease for leasehold improvements, if shorter. The Company capitalizes certain costs associated with the acquisition of internal-use software and amortizes the software over its estimated useful life, commencing at the time the software is placed in service.
The gross carrying value of fixed assets was $8.7 million and $14.5 million as of December 31, 2025 and 2024, respectively, with accumulated depreciation and amortization of $4.3 million and $10.7 million as of December 31, 2025 and 2024, respectively. Fixed assets, net, were $4.4 million and $3.8 million as of December 31, 2025 and 2024, respectively. Depreciation and amortization expense was $1.4 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively.
The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Impairment related to fixed assets is recorded in Impairment of other assets in the Consolidated Statements of Operations.
During 2024, certain operating losses of the Company triggered an impairment analysis and the Company recognized an impairment charge of $0.5 million for fixed assets in the year ended December 31, 2024.
Leases
The Company evaluates all leases at inception and classifies the lease as either an operating lease or a finance lease. The Company’s lease portfolio is comprised primarily of real estate and equipment agreements. Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities, included in Other assets, net, and Payables and other liabilities, respectively, in the Consolidated Statements of Financial Condition. The Company does not currently have any finance leases.
Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term. ROU assets are further adjusted for lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term and is recorded in General and administrative expenses in the Consolidated Statements of Operations. The Company recognizes variable lease payments associated with the Company’s leases when the variability is resolved. Variable lease payments are recorded in General and administrative expenses in the Consolidated Statements of Operations along with expenses arising from fixed lease payments.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The ROU asset in an operating lease is subject to impairment similar to other long-lived assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company estimates the fair value using a discounted cash flow (“DCF”) model with the discount rate being the significant assumption. Impairment related to ROU assets is recorded in Impairment of other assets in the Consolidated Statements of Operations. During 2024, certain operating losses of the Company triggered an impairment analysis and the Company recognized an impairment charge of $0.4 million for the ROU asset in the year ended December 31, 2024.
Operating lease liabilities represent the Company’s obligation to make lease payments arising from the terms of the lease. The lease liabilities are initially recognized based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate as of the lease commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of the lease payments. This incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment and given similar credit risk. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by the option to extend (or not to terminate) the lease. The Company includes these options in the lease term when it is reasonably certain of exercising them.
The Company elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less and not to separate lease components from non-lease components. Refer to Note 12 - Leases for additional information.
HMBS Related Obligations, at Fair Value
HMBS related obligations, at fair value, represent the issuance of HMBS, which are guaranteed by Ginnie Mae, to third-party security holders. As the securitizations do not meet the criteria for sale accounting treatment, the Company accounts for the transfers of these advances in the related HECM loans as secured borrowings, retaining the initial HECM loans in the Consolidated Statements of Financial Condition as Loans held for investment, subject to HMBS related obligations, at fair value, and recording the HMBS as HMBS related obligations, at fair value. This liability includes the Company’s obligation to repay the secured borrowing from the FHA-insured HECM cash flows and the obligations as issuer and servicer of the HECM loans and HMBS. Monthly cash flows generated from the HECM loans are used to service the outstanding HMBS.
As an issuer of HMBS, the Company is obligated to service the HECM loan and associated HMBS, which includes funding the repurchase of the HECM loans or pass through of cash due to the holder of the beneficial interests in the Ginnie Mae HMBS upon maturity events and certain funding obligations related to monthly guarantee fees, mortgage insurance proceeds, and partial month interest.
As an issuer, the Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. The Company is also required to pay off the outstanding remaining principal balance of secured borrowings if certain triggering events are reached prior to the 98% of MCA limit, such as death of borrower and completion of foreclosure. The majority of performing loans are conveyed to HUD prior to the Company needing to finance the HECM buyouts. Nonperforming repurchased loans are generally liquidated through foreclosure, subsequent sale of real estate owned, and claim submissions to HUD. Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid. The Company relies upon its secured financing facilities (refer to Note 10 - Other Financing Lines of Credit for additional information) and operating cash flows, to the extent necessary, to repurchase loans. The timing and amount of the Company’s obligation to repurchase HECM loans is uncertain as repurchase is predicated on certain factors such as whether or not a borrower event of default occurs prior to the HECM loan reaching the mandatory repurchase threshold under which the Company is obligated to repurchase the loan.
In addition to having to fund repurchases, the Company may sustain losses during the process of liquidating the loans. The issuer is also required to fund guarantee fees to Ginnie Mae, MIP to the FHA, and is obligated to fund partial month interest resulting from shortfalls in interest received from borrower payoffs to the holders of the HMBS beneficial interests.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Estimated cash flows associated with these obligations are included in the HMBS related obligations, at fair value, in the Consolidated Statements of Financial Condition.
The interest on HMBS related obligations is based on the stated interest rates of the obligations and is recorded in Interest expense in the Consolidated Statements of Operations. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all HMBS related obligations. Refer to Note 5 - Fair Value for further discussion of the valuation of HMBS related obligations.
Nonrecourse Debt, at Fair Value
Nonrecourse debt, at fair value, is debt of consolidated VIE securitization trusts or unconsolidated funds that provide nonrecourse financing. The consolidated VIE loans initially transferred to the securitization trust and the assets designated to unconsolidated funds serve as collateral for the nonrecourse debt, and the principal and interest cash flows from these loans serve as the source of repayment.
The interest on nonrecourse debt is based on the stated interest rates of the debt and is recorded in Interest expense in the Consolidated Statements of Operations. Discounts are amortized to Interest expense in the Consolidated Statements of Operations over the expected life of the note using the effective interest method. The changes in fair value due to portfolio runoff and realization of modeled income and expenses are recorded in Fair value changes from model amortization in the Consolidated Statements of Operations, and other fair value changes are recorded in Fair value changes from market inputs or model assumptions in the Consolidated Statements of Operations.
The Company elected the fair value option for all nonrecourse debt. Refer to Note 5 - Fair Value and Note 9 - Nonrecourse Debt, at Fair Value, for further discussion of valuation and additional information on nonrecourse debt.
Other Financing Lines of Credit
Other financing lines of credit principally consist of variable-rate, asset-backed warehouse facilities and other secured lines of credit that support the origination of mortgage loans and operations of the Company. These lines of credit provide creditors with a collateralized interest in specific mortgage loans and other Company assets that meet the eligibility requirements under the terms of the facility. The source of repayment of the facilities is typically from the sale or securitization of the underlying loans into the secondary mortgage market. The Company evaluates its capacity needs for lines of credit and adjusts the amount of available capacity under these facilities in response to the current mortgage environment and origination needs. Refer to Note 10 - Other Financing Lines of Credit for additional information.
Interest expense from these financings is recorded in Interest expense in the Consolidated Statements of Operations. Costs incurred in connection with obtaining financing lines of credit are capitalized to Other assets, net, within the Consolidated Statements of Financial Condition and amortized over the term of the related financing as Interest expense within the Consolidated Statements of Operations.
Notes Payable
Notes payable, with the exception of the Convertible Notes (as defined in Note 13 - Notes Payable), are recorded at amortized cost. The interest recognized on notes payable is based on the stated interest rates of the debt and is recorded in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
For notes payable recorded at amortized cost, the issuance costs and discounts are initially capitalized as part of the notes payable balance and are amortized over the expected life of the note using the effective interest method. These expenses are recorded in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
The Company has elected the fair value option for the Convertible Notes. Refer to Note 5 - Fair Value for additional information. Issuance costs related to notes payable recorded at fair value are expensed as incurred and recorded in General and administrative expenses in the Consolidated Statements of Operations. The changes in fair value of the Convertible Notes are recorded in Other, net, in the Consolidated Statements of Operations.
Refer to Note 13 - Notes Payable for additional information.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Payables and Other Liabilities
Payables and other liabilities primarily consist of accrued and other liabilities, lease liabilities, accrued compensation expense, Ginnie Mae reverse mortgage buyout payable, and deferred purchase price liabilities. Refer to Note 11 - Payables and Other Liabilities for additional information related to continuing operations.
Ginnie Mae Reverse Mortgage Buyout Payable
As an issuer of HMBS, the Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. The Company is also required to pay off the outstanding remaining principal balance of secured borrowings if certain triggering events are reached prior to the 98% of MCA limit, such as death of borrower and completion of foreclosure.
Deferred Purchase Price Liabilities
As a result of the March 31, 2023 acquisition of certain assets and liabilities from American Advisors Group, now known as Bloom Retirement Holdings Inc. (“AAG/Bloom”), the Company recorded contingent liabilities based on expected future payouts. The Company measures any contingent consideration at fair value and adjusts the reported amount each period with the change in fair value recorded in Other, net, in the Consolidated Statements of Operations. The Company also has other deferred purchase price liabilities related to this acquisition.
The Company has entered into a Tax Receivable Agreement (“TRA”) with certain owners of FOA Equity. Initial measurement of the obligations was at fair value, and they are remeasured at fair value each reporting period, with any changes in fair value recognized in Other, net, in the Consolidated Statements of Operations. The Company records obligations under the TRA resulting from applicable future exchanges as they occur, at the gross undiscounted amount of the expected future payments as an increase to the liability along with the deferred tax asset and valuation allowance (if any) with an offset to additional paid-in capital. If the Company determines that it is no longer probable that a related contingent payment will be required based on expected future cash flows, a reversal of the liability is recorded through Other, net, in the Consolidated Statements of Operations.
Comprehensive Income
Foreign currency translation adjustments are reported as a separate component in the Consolidated Statements of Equity and, together with net income, comprise the Company’s comprehensive income.
Revenue Recognition
The majority of revenues generated by the Company in connection with originations and servicing are not within the scope of the accounting guidance for revenue from contracts with customers.
Loan origination fees are the primary component of Fee income in the Consolidated Statements of Operations. These origination fees represent up-front amounts charged to borrowers for processing HECM or non-agency reverse mortgage loan applications and are recorded when received, which occurs upon the successful funding of the loan.
The Company collects certain fees from the borrower, including underwriting fees, credit reporting fees, loan administration fees, and appraisal fees. The Company has determined that it is primarily responsible for the fulfillment and acceptability of these services and has discretion in establishing the price charged to the borrower. Therefore, these fees are recognized on a gross basis, as the Company is the principal for the specified goods and services performed.
In addition to the fees above, the Company also acts as an agent for certain services provided to its customers. These services include obtaining flood certifications and inspections. In these transactions, the Company facilitates the provision of the goods or services to prospective borrowers and collects the related amounts from the borrower prior to the services being performed. As the Company is an agent in these arrangements, the related fees are recognized on a net basis.
Loan origination fees were $27.5 million and $28.5 million for the years ended December 31, 2025 and 2024, respectively.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from the Company, put presumptively beyond the reach of the entity, even in bankruptcy, (ii) the transferee (or if the transferee is an entity whose sole purpose is to engage in securitization and that entity is constrained from pledging or exchanging the assets it receives, each third-party holder of its beneficial interests) has the right to pledge or exchange the transferred financial assets, and (iii) the Company or its agents does not maintain effective control over the transferred financial assets or third-party beneficial interest related to those transferred assets through an agreement to repurchase them before their maturity.
When the Company determines that control over the transfer of financial assets has been surrendered, the transaction will be accounted for as a sale in which the underlying mortgage loans are derecognized. When the requirements for sale treatment have not been met due to control over the transferred financial assets not being surrendered, the Company accounts for the transferred loans as secured borrowings and continues to recognize the loans as held for investment, subject to HMBS related obligations or nonrecourse debt, along with the corresponding liability for the HMBS obligations or nonrecourse debt.
Equity-Based Compensation
RSUs with service conditions and options granted to employees are measured based on the grant date fair value of the awards and recognized as compensation expense over the period during which the recipient is required to perform services in exchange for the award (the requisite service period). The Company has elected to use a straight-line attribution method for recognizing compensation costs relating to these awards. Forfeitures are recorded as they occur.
For RSUs where there are market conditions as well as service conditions to vesting, the grant date fair value of the awards is recognized as compensation expense using the graded-vesting method over the requisite service period for each separately vesting tranche of the award as if they were multiple awards.
All RSUs and options are classified as equity. Equity-based compensation expense is recorded in Salaries, benefits, and related expenses in the Consolidated Statements of Operations. Refer to Note 16 - Equity-Based Compensation for additional information.
Defined Contribution Plan
The Company sponsors a qualified defined contribution plan and matches certain employee contributions on a discretionary basis. The Company’s expenses for matching contributions to the defined contribution plan were $2.2 million and $2.1 million for the years ended December 31, 2025 and 2024, respectively. These expenses are included in Salaries, benefits, and related expenses in the Consolidated Statements of Operations.
Marketing and Advertising
Marketing and advertising costs are expensed as incurred and primarily relate to brand marketing and providing loan product information to our customers.
Income Taxes
The computation of the effective tax rate and provision at each period requires the use of certain estimates and significant judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s U.S. GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the statement of financial condition date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained, or as tax laws and regulations change. Accordingly, the effective tax rate for future periods may vary materially.
The Company accounts for income taxes pursuant to the asset and liability method, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities, and the expected benefits of net operating loss (“NOL”) and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized tax benefits.” A liability is recognized (or amount of NOL carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents a potential future obligation to the taxing authority for a tax position that was not recognized. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. Interest costs and related penalties associated with tax matters are included in General and administrative expenses in the Consolidated Statements of Operations.
Refer to Note 19 - Income Taxes for additional information.
Contingencies
The Company evaluates contingencies based on information currently available and will establish accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established, but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amounts accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies, including legal contingencies, involves the use of critical estimates, assumptions, and judgments. Whenever practicable, the Company consults with outside experts, including legal counsel and consultants, to assist with the gathering and evaluation of information related to contingent liabilities. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change. Refer to Note 14 - Litigation and Note 15 - Commitments and Contingencies for additional information.
Seller Earnout
Certain equity owners of FOA Equity are entitled to receive an earnout exchangeable for Class A Common Stock. If, at any time through April 1, 2027, the volume-weighted average price (the “VWAP”) of Class A Common Stock for a trading day is greater than or equal to $125 for any 20 trading days within a consecutive 30-trading-day period (“First Earnout Achievement Date”), 50% of the earnout units (in conjunction with the Sponsor Earnout below, the “Earnout Securities”) will be issued. If, at any time through April 1, 2027, the VWAP is greater than or equal to $150 for any 20 trading days within a consecutive 30-trading-day period (“Second Earnout Achievement Date”), the remaining 50% of the Earnout Securities will be issued.
The seller earnout is accounted for as contingent consideration and is classified as equity. The seller earnout was measured at fair value upon the date of issuance and it is not subsequently remeasured. The settlement of the seller earnout will be accounted for within equity if and when the First Earnout Achievement Date or Second Earnout Achievement Date occurs.
Sponsor Earnout
The Company classified a sponsor earnout agreement with certain equity holders (the “Sponsor Earnout”) as an equity transaction measured at fair value upon the date of issuance, and it is not subsequently remeasured. Additionally, the settlement of the Sponsor Earnout will be accounted for within equity if and when the First Earnout Achievement Date or Second Earnout Achievement Date occurs.
Noncontrolling Interest
Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. When calculating basic earnings per share, net income is reduced by the portion of net income that is attributable to the noncontrolling interest.
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding during the period. Net income attributable to holders of Class A Common Stock is calculated as the Company’s net income adjusted for net income attributable to noncontrolling interest and preferred stock dividends. Diluted earnings per share is computed by dividing net income attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding, plus the effect of all dilutive securities as calculated using the if-converted and treasury stock methods, as appropriate.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The Company applies the two-class method for participating securities in its earnings per share calculations. Refer to Note 25 - Earnings (Loss) Per Share for additional information.
Reclassifications
Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year financial presentation, including the items below.
For the year ended December 31, 2024, $0.3 million of previously reported Gain on sale and other income from loans held for sale, net, was combined with Fee income in the Consolidated Statements of Operations due to minimal activity related to the wind-down of business lines that were not part of our focus on providing home equity-based financing solutions for a modern retirement. Additionally, $56.2 million of previously reported Gain on extinguishment of debt related to the exchange of the Company’s senior notes was combined with Non-funding interest income (expense), net, in the Consolidated Statements of Operations (refer to Note 13 - Notes Payable for additional information).

Recently Adopted Accounting Guidance
Standard Description Effective Date Effect on Consolidated Financial Statements
Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 that enhances annual income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and by requiring disclosure of the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as disaggregated by material individual jurisdictions. January 1, 2025
This ASU resulted in additional income tax disclosures, but did not have a material impact on our consolidated financial statements. The Company adopted this ASU on a retrospective basis. Refer to Note 19 - Income Taxes for additional information.

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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Recently Issued Accounting Guidance, Not Yet Adopted as of December 31, 2025
Standard Description Date of Planned Adoption Effect on Consolidated Financial Statements
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03 which is intended to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions in the income statement. For the year ending December 31, 2027 and interim periods beginning in 2028. This ASU will result in additional expense disclosures, but the Company does not expect it will have a material impact on our consolidated financial statements.

Adoption of this ASU should be applied on a prospective basis, but retrospective application is permitted.
ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments In November 2024, the FASB issued ASU 2024-04 which is intended to clarify the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions or extinguishments. For the year ending December 31, 2026 and interim reporting periods beginning in 2026. The Company does not expect this ASU will have a material impact on our consolidated financial statements.

Adoption of this ASU can be applied on a prospective or a retrospective basis.
ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU 2025-05 which is intended to provide a practical expedient to measure credit losses on accounts receivable and contract assets. For the year ending December 31, 2026 and interim reporting periods beginning in 2026. The Company does not expect this ASU will have a material impact on our consolidated financial statements.

Adoption of this ASU should be applied on a prospective basis.
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the FASB issued ASU 2025-06 which amends guidance related to accounting for the development costs of internal-use software. The Company plans to early adopt on January 1, 2026, using a prospective transition approach.
The Company does not expect this ASU will have a material impact on our consolidated financial statements.
 

3. Discontinued Operations
During the fourth quarter of 2022 and calendar year 2023, the Company entered into a series of transactions, discontinuing certain business lines while enhancing our reverse mortgage loan business, in order to transform our business from a vertically integrated lending and complementary services platform to a business focused on providing home equity-based financing solutions for a modern retirement. This constituted a strategic shift that has had a major effect on our operations and financial results.
The following table presents the major classes of assets and liabilities from discontinued operations (in thousands):
December 31, 2025 December 31, 2024
Assets
Other assets, net $ —  $ 2,451 
Liabilities
Payables and other liabilities —  11,677 
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following table presents the major components of net loss from discontinued operations (in thousands):
Year ended
December 31,
2025 2024
Expenses
General and administrative expenses $ 6,539  $ 1,622 
Other, net —  (3,105)
Net loss from discontinued operations before and after income taxes (6,539) (4,727)
Net loss from discontinued operations attributable to noncontrolling interest (3,551) (2,719)
Net loss from discontinued operations attributable to controlling interest $ (2,988) $ (2,008)
There were no material cash flow activities related to discontinued operations for the years ended December 31, 2025 and 2024.

4. Variable Interest Entities and Securitizations
The Company determined that the SPEs created in connection with its securitizations are VIEs. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which is the entity that, through its variable interests, has both the power to direct the activities that significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Consolidated VIEs
The Company securitizes certain of its interests in non-agency reverse mortgage loans and HECM buyouts. The transactions provide investors with the ability to invest in a pool of reverse mortgage loans secured by residential properties. The transactions provide the Company with access to liquidity for these assets, ongoing servicing fees, and potential residual returns. The principal and interest on the outstanding certificates are paid using the cash flows from the underlying reverse mortgage loans, which serve as collateral for the debt. The securitizations are callable at or following the optional redemption date as defined in the respective indenture agreements.
The Company has a financing agreement which is structured as a securitization. The SPE created for the purposes of the financing is a VIE that the Company consolidates, as the Company is the primary beneficiary. The non-agency reverse mortgage loans included in this securitization are recorded in Loans held for investment, at fair value, or in loans held for sale, at fair value, which is included in Other assets, net, and the associated debt is recorded in Other financing lines of credit in the Consolidated Statements of Financial Condition.
During the years ended December 31, 2025 and 2024, the Company redeemed outstanding securitized notes related to certain non-agency reverse mortgage loan and HECM buyout securitizations. As part of the redemptions, the Company paid off nonrecourse debt with outstanding balances of $3.5 billion and $1.8 billion for the years ended December 31, 2025 and 2024, respectively. The notes were paid off at par.
Servicing-Securitized Loans
In our capacity as servicer of the securitized loans, the Company retains the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance. The Company also retains certain beneficial interests in these trusts which provide exposure to potential gains and losses based on the performance of the trust. As the Company has both the power to direct the activities that significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the definition of a primary beneficiary is met, and the trusts are consolidated by the Company.
Certain obligations may arise from the agreements associated with transfers of loans. Under these agreements, the Company may be obligated to repurchase the loans or otherwise indemnify or reimburse the investor for losses incurred due to material breach of contractual representations and warranties. There were no charge-offs associated with these transferred mortgage loans related to the standard securitization representations and warranties obligations for the years ended December 31, 2025 and 2024.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following table presents the assets and liabilities of the Company’s consolidated VIEs, which are included in the Consolidated Statements of Financial Condition, and excludes intercompany balances, except for retained bonds and beneficial interests (in thousands):
December 31, 2025 December 31, 2024
ASSETS
Restricted cash $ 227,489  $ 248,905 
Loans held for investment, subject to nonrecourse debt, at fair value 9,630,812  8,904,303 
Loans held for investment, at fair value 432,724  168,641 
Other assets, net (includes $11,838 and $0 at fair value)
80,738  53,400 
TOTAL ASSETS $ 10,371,763  $ 9,375,249 
LIABILITIES
Nonrecourse debt, at fair value $ 9,806,836  $ 8,947,378 
Other financing lines of credit 313,699  136,157 
Payables and other liabilities 3,784  1,277 
TOTAL VIE LIABILITIES 10,124,319  9,084,812 
Retained bonds and beneficial interests eliminated in consolidation (447,343) (359,077)
TOTAL CONSOLIDATED LIABILITIES $ 9,676,976  $ 8,725,735 
Unconsolidated VIEs
Transfer of loans accounted for as sales
The Company securitized certain of its interests in non-agency reverse mortgage loans and in agency-eligible residential mortgage loans. The transactions provided investors with the ability to invest in a pool of mortgage loans secured by residential properties and provided the Company with access to liquidity for these assets and ongoing service fees. The Company’s beneficial interest in the securitizations is limited to a 5% retained interest in the trusts. The Company determined that the securitization structures meet the definition of a VIE and concluded that it does not hold a significant variable interest in the securitizations and that the contractual role as servicer is not a variable interest. The transfers of the loans to the VIEs were determined to be sales, and the Company derecognized the mortgage loans and did not consolidate the trusts.
The Company’s continuing involvement with and exposure to loss from the VIEs includes the carrying value of the retained bonds, the servicing asset recognized in the sale of the loans, servicing advances in the role as servicer, and obligations under representations and warranties contained in the loan sale agreements. Creditors of the VIEs have no recourse to the Company’s assets or general credit. The underlying performance of the mortgage loans transferred has a direct impact on the fair values and cash flows of the beneficial interests held and the servicing asset recognized.
Transfer of loans accounted for as secured borrowings
The Company securitized certain non-agency mortgage loans where its beneficial interest in the securitizations is limited to a 5% retained interest in the trusts. The Company determined that these securitization structures meet the definition of a VIE and concluded that it does not hold a significant variable interest in the securitizations and the Company does not have the power to direct the activities that most significantly affect the economic performance of the VIEs. However, the transfers of the loans to the VIEs were determined not to be sales. As such, the Company continues to recognize the loans and recognized a nonrecourse liability for the proceeds received from third parties for the transfer of the loans. Bonds issued in the securitization that were retained by the Company are not recognized. The Company’s continuing involvement with and exposure to loss from the VIEs includes the carrying value of the retained bonds, servicing advances in the role as servicer, and obligations under representations and warranties contained in the loan sale agreements. Creditors of the VIEs have no recourse to the Company’s assets or general credit. The underlying performance of the mortgage loans held has a direct impact on the fair values and cash flows of the beneficial interests held.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following tables present the unconsolidated VIEs for which the Company holds variable interests (in thousands):
December 31, 2025
Carrying value
Assets Liabilities Maximum Exposure to Loss Total Assets in VIEs
Transfers of loans - sale treatment
Retained interests $ 43,943  $ —  $ 43,943  $ 879,314 
Transfers of loans - secured borrowing
Loans and nonrecourse liability 395,364  376,423  18,941  395,364 
TOTAL $ 439,307  $ 376,423  $ 62,884  $ 1,274,678 
December 31, 2024
Carrying value
Assets Liabilities Maximum Exposure to Loss Total Assets in VIEs
Transfers of loans - sale treatment
Retained interests $ 47,568  $ —  $ 47,568  $ 948,364 
Transfers of loans - secured borrowing
Loans and nonrecourse liability 393,405  374,071  19,334  393,405 
TOTAL $ 440,973  $ 374,071  $ 66,902  $ 1,341,769 
As of December 31, 2025 and 2024, there were $0.7 million and $0.2 million, respectively, of mortgage loans transferred by the Company to unconsolidated securitization trusts that were 90 days or more past due.
Issuance of HMBS
The Company securitizes HECM loans into HMBS, which Ginnie Mae guarantees, and sells the HMBS in the secondary market while retaining the rights to service the HECM loans. The Company determined that HECM loans transferred into HMBS do not meet the requirements of sale accounting and are not derecognized upon date of transfer. As of December 31, 2025, the Company was servicing 3,086 Ginnie Mae loan pools and the weighted average interest rate on the HMBS related obligations was 5.6%. As of December 31, 2024, the Company was servicing 2,835 Ginnie Mae loan pools and the weighted average interest rate on the HMBS related obligations was 6.2%.

5. 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.
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Level 2 Inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs: Instruments with unobservable inputs that are significant to the fair value measurement.
The Company classifies assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers into or out of Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and the details of the valuation models, key inputs to those models, and significant assumptions utilized. Within the assumption tables presented, not meaningful (“NM”) refers to a range of inputs that is too broad to provide meaningful information to the user or to an input that has no range and consists of a single data point. Weighted averages are calculated by weighting each input by the relative outstanding balance of the related financial instrument.
Instrument Valuation Techniques Classification of Fair Value Hierarchy
Assets
Loans held for investment, subject to HMBS related obligations(1)
HECM loans - securitized into Ginnie Mae HMBS
These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using weighted average remaining life (“WAL”), conditional prepayment rate (“CPR”), loss frequency, loss severity, borrower draw rate, and discount rate assumptions.
Level 3
Loans held for investment, subject to nonrecourse debt(1)
Non-agency reverse mortgage loans - securitized
These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, loan-to-value (“LTV”), CPR, loss severity, home price appreciation (“HPA”), and discount rate assumptions, inclusive of the credit spread component.
Level 3
HECM buyouts - securitized (performing)
These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss severity, and discount rate assumptions.
Level 3
HECM buyouts - securitized (nonperforming)
These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss frequency, loss severity, and discount rate assumptions.
Level 3
(1) The Company aggregates loan portfolios based on the underlying securitization trust and values these loans using these aggregated pools. The range of inputs provided is based on the range of inputs utilized for each securitization trust.
Loans held for investment
Non-agency reverse mortgage loans These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, LTV, CPR, loss severity, HPA, and discount rate assumptions, inclusive of the credit spread component. Level 3
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
HECM buyouts (nonperforming) The fair value of nonperforming repurchased loans is based on expected cash proceeds from the liquidation of the underlying properties and expected claim proceeds from HUD. These loans are valued utilizing a present value methodology that discounts estimated future cash flows over the life of the loan portfolio using WAL, CPR, loss frequency, loss severity, and discount rate.

Termination proceeds are adjusted for expected loss frequencies and severities to arrive at net proceeds that will be provided upon final resolution, including assignments to the FHA. Historical experience is utilized to estimate the loss rates resulting from scenarios where FHA insurance proceeds are not expected to cover all principal and interest outstanding and, as servicer, the Company is exposed to losses upon resolution of the loan.
Level 3
Other assets
Loans held for sale The reverse mortgage loans are valued based on an expected margin on sale. Level 3
Retained bonds
Management obtains third-party valuations to assess the reasonableness of the fair value calculations provided by the internal valuation model. The primary assumptions utilized include WAL and discount rate.
Level 3
Liabilities
HMBS related obligations
HMBS related obligations The fair value is based on the net present value of projected cash flows over the estimated life of the liability. The fair value of the HMBS related obligations also includes the consideration required by a market participant to transfer the HECM and HMBS servicing obligations, including exposure resulting from shortfalls in FHA insurance proceeds as well as assumptions that it believes a market participant would consider in valuing the liability, including, but not limited to, assumptions for repayment, costs to transfer servicing obligations, shortfalls in FHA insurance proceeds, and discount rates. The significant unobservable inputs used in the measurement include WAL, CPR, and discount rates. Level 3
Nonrecourse debt
Non-agency reverse mortgage loan securitizations and performing/nonperforming HECM securitizations The fair value is based on the net present value of projected cash flows over the estimated life of the liability. The significant unobservable inputs used in the measurement include WAL, CPR, and discount rates, inclusive of the credit spread component. Level 3
Convertible Notes
Convertible Notes
The Convertible Notes are measured based on the closing market price of the Company’s publicly-traded stock on the applicable date of the Consolidated Statements of Financial Condition. Refer to Note 13 - Notes Payable for additional information. There were no Convertible Notes as of December 31, 2024.
Level 2
Repurchase Agreement obligation
Repurchase Agreement obligation
The Repurchase Agreement obligation is measured based on the total consideration to be paid upon the second closing of the Repurchase. Refer to Note 23 - Related Party Transactions for additional information. There was no obligation as of December 31, 2024.
Level 2
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Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Deferred purchase price liabilities
AAG/Bloom
These liabilities are measured based on the estimated amount of indemnified claims associated with the acquisition of certain assets and liabilities from AAG/Bloom, and the closing market price of the Company’s publicly-traded stock on the applicable date of the Consolidated Statements of Financial Condition.
Level 3
TRA obligation The fair value is derived through the use of a DCF model. The significant unobservable assumptions used in the DCF include the ability to utilize tax attributes based on current tax forecasts, a constant U.S. federal income tax rate, and a discount rate. Level 3

December 31, 2025 December 31, 2024
Instrument / Unobservable Inputs Range Weighted Average Range Weighted Average
Assets
Loans held for investment, subject to HMBS related obligations
WAL (in years) NM 3.1 NM 3.0
CPR NM 20.9  % NM 21.6  %
Loss frequency NM 4.5  % NM 4.4  %
Loss severity
5.8% - 15.8%
6.0  %
3.4% - 15.9%
3.5  %
Average draw rate NM 1.1  % NM 1.1  %
Discount rate NM 4.7  % NM 5.3  %
Loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgage loans - securitized
WAL (in years) NM 9.8 NM 10.1
LTV NM 49.9  %
0.0% - 98.0%
47.2  %
CPR NM 15.0  % NM 14.8  %
Loss severity NM 10.0  % NM 10.0  %
HPA
(6.8)% - 5.3%
3.7  %
(5.6)% - 8.3%
3.6  %
Discount rate NM 6.3  % NM 7.0  %
HECM buyouts - securitized (performing)
WAL (in years) NM 6.9 NM 7.1
CPR NM 16.3  % NM 15.1  %
Loss severity
6.0% - 13.3%
8.4  %
3.4% - 15.9%
4.7  %
Discount rate NM 7.3  % NM 8.0  %
HECM buyouts - securitized (nonperforming)
WAL (in years) NM 1.5 NM 1.5
CPR NM 41.5  % NM 40.0  %
Loss frequency NM 45.5  %
23.1% - 100.0%
45.6  %
Loss severity
6.0% - 13.3%
6.8  %
3.4% - 15.9%
5.2  %
Discount rate NM 6.8  % NM 8.0  %
Loans held for investment:
Non-agency reverse mortgage loans
WAL (in years) NM 11.1 NM 10.5
LTV NM 43.2  %
5.9% - 70.6%
35.1  %
CPR NM 14.9  % NM 16.2  %
Loss severity NM 10.0  % NM 10.0  %
HPA
(6.8)% - 5.3%
3.6  %
(5.6)% - 8.3%
3.5  %
124

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
December 31, 2025 December 31, 2024
Instrument / Unobservable Inputs Range Weighted Average Range Weighted Average
Discount rate NM 6.3  % NM 7.1  %
HECM buyouts (nonperforming)
WAL (in years) NM 1.3 NM 1.5
CPR NM 45.4  % NM 43.8  %
Loss frequency NM 42.3  % NM 47.9  %
Loss severity
6.0% - 13.3%
11.2  %
3.4% - 15.9%
10.5  %
Discount rate NM 6.8  % NM 8.0  %
Other assets:
Retained bonds
WAL (in years) NM 3.0 NM 3.5
Discount rate
(1.7)% - 15.3%
7.1  %
(1.3)% - 15.3%
7.3  %
Liabilities
HMBS related obligations
WAL (in years) NM 3.9 NM 3.8
CPR NM 24.8  % NM 24.8  %
Discount rate NM 4.6  % NM 5.2  %
Nonrecourse debt:
Non-agency reverse mortgage loan securitizations
WAL (in years)
0.1 - 10.5
6.4
0.1 - 10.9
3.7
CPR NM 21.8  % NM 17.3  %
Discount rate NM 6.0  % NM 6.7  %
Performing/nonperforming HECM securitizations
WAL (in years) NM 1.2 NM 1.0
CPR NM 57.4  % NM 18.6  %
Discount rate NM 5.4  % NM 7.5  %
Deferred purchase price liabilities:
TRA obligation
Discount rate NM 26.6  % NM 28.1  %

125

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Fair Value of Assets and Liabilities
The following tables present assets and liabilities that are measured at fair value on a recurring basis (in thousands):
December 31, 2025
Total Fair Value Level 1 Level 2 Level 3
Assets
Loans held for investment, subject to HMBS related obligations $ 19,135,403  $ —  $ —  $ 19,135,403 
Loans held for investment, subject to nonrecourse debt 10,026,177  —  —  10,026,177 
Loans held for investment 870,081  —  —  870,081 
Other assets:
Loans held for sale 37,461  —  1,338  36,123 
Retained bonds 38,685  —  —  38,685 
Total assets $ 30,107,807  $ —  $ 1,338  $ 30,106,469 
Liabilities
HMBS related obligations $ 18,912,226  $ —  $ —  $ 18,912,226 
Nonrecourse debt 9,736,493  —  —  9,736,493 
Convertible Notes 53,800  —  53,800  — 
Repurchase Agreement obligation 40,595  —  40,595  — 
Deferred purchase price liabilities:
AAG/Bloom 8,646  —  —  8,646 
TRA obligation 3,901  —  —  3,901 
Total liabilities $ 28,755,661  $ —  $ 94,395  $ 28,661,266 
December 31, 2024
Total Fair Value Level 1 Level 2 Level 3
Assets
Loans held for investment, subject to HMBS related obligations $ 18,669,962  $ —  $ —  $ 18,669,962 
Loans held for investment, subject to nonrecourse debt 9,288,403  —  —  9,288,403 
Loans held for investment 520,103  —  —  520,103 
Other assets:
Loans held for sale 3,454  —  3,454  — 
Retained bonds 40,407  —  —  40,407 
Total assets $ 28,522,329  $ —  $ 3,454  $ 28,518,875 
Liabilities
HMBS related obligations $ 18,444,370  $ —  $ —  $ 18,444,370 
Nonrecourse debt 8,954,068  —  —  8,954,068 
Deferred purchase price liabilities:
AAG/Bloom 13,370  —  —  13,370 
TRA obligation 3,314  —  —  3,314 
Total liabilities $ 27,415,122  $ —  $ —  $ 27,415,122 
126

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following tables present Level 3 assets and liabilities that are measured at fair value on a recurring basis (in thousands):
Assets
Year ended December 31, 2025 Loans held for investment Loans held for investment, subject to nonrecourse debt Loans held for sale Retained bonds
Beginning balance $ 19,190,065  $ 9,288,403  $ —  $ 40,407 
Total gain (loss) included in earnings 1,473,731  966,349  (1,305) 1,903 
Purchases, settlements, and transfers:
Purchases and additions 3,322,290  24,735  71,971  — 
Sales and settlements (2,949,938) (1,085,448) (220,520) (3,625)
Transfers in (out) between categories (1,030,664) 832,138  185,977  — 
Ending balance $ 20,005,484  $ 10,026,177  $ 36,123  $ 38,685 

Liabilities
Year ended December 31, 2025 HMBS related obligations Nonrecourse debt Deferred purchase price liabilities
Beginning balance $ (18,444,370) $ (8,954,068) $ (16,684)
Total gain (loss) included in earnings (1,116,201) (733,504) 1,931 
Purchases, settlements, and transfers:
Purchases and additions (2,006,384) (4,991,431) — 
Settlements 2,654,729  4,942,510  2,206 
Ending balance $ (18,912,226) $ (9,736,493) $ (12,547)

Assets
Year ended December 31, 2024 Loans held for investment Loans held for investment, subject to nonrecourse debt MSR Retained bonds
Beginning balance $ 18,123,991  $ 8,272,393  $ 6,436  $ 44,297 
Total gain (loss) included in earnings 1,753,126  639,122  (920) (684)
Purchases, settlements, and transfers:
Purchases and additions 2,870,747  41,134  —  — 
Sales and settlements (2,256,238) (988,337) (5,516) (3,206)
Transfers in (out) between categories (1,301,561) 1,324,091  —  — 
Ending balance $ 19,190,065  $ 9,288,403  $ —  $ 40,407 

Liabilities
Year ended December 31, 2024 HMBS related obligations Nonrecourse debt Deferred purchase price liabilities
Beginning balance $ (17,353,720) $ (7,904,200) $ (8,855)
Total loss included in earnings (1,340,956) (644,705) (7,966)
Purchases, settlements, and transfers:
Purchases and additions (2,003,170) (3,177,025) — 
Settlements 2,253,476  2,771,862  137 
Ending balance $ (18,444,370) $ (8,954,068) $ (16,684)

127

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following table presents the total amount of loans held for investment that were greater than 90 days past due and on non-accrual status (in thousands):
December 31, 2025 December 31, 2024
UPB Fair Value Difference UPB Fair Value Difference
Loans held for investment, subject to nonrecourse debt $ —  $ —  $ —  $ 32,067  $ 19,362  $ (12,705)
Loans held for investment 7,019  6,142  (877) 222  155  (67)
Total $ 7,019  $ 6,142  $ (877) $ 32,289  $ 19,517  $ (12,772)

Fair Value Option
The Company has elected to measure its loans held for investment, loans held for sale, HMBS related obligations, nonrecourse debt, and Convertible Notes (as defined in Note 13 - Notes Payable) at fair value under the fair value option. The Company elected to apply the provisions of the fair value option to these assets and liabilities in order to align financial reporting presentation with the Company’s operational and risk management strategies. The following table presents the fair value and the UPB of these financial assets and liabilities (in thousands):
December 31, 2025 December 31, 2024
Fair Value UPB Fair Value UPB
Assets
Loans held for investment, subject to HMBS related obligations $ 19,135,403  $ 17,983,144  $ 18,669,962  $ 17,652,495 
Loans held for investment, subject to nonrecourse debt 10,026,177  9,567,732  9,288,403  9,218,697 
Loans held for investment 870,081  790,342  520,103  503,949 
Other assets:
Loans held for sale 37,461  34,515  3,454  4,331 
Liabilities
HMBS related obligations 18,912,226  17,983,144  18,444,370  17,652,495 
Nonrecourse debt 9,736,493  9,960,524  8,954,068  9,363,919 
Convertible Notes 53,800  40,000  —  — 

Fair Value of Other Financial Instruments
As of December 31, 2025 and 2024, all financial instruments were either recorded at fair value or the carrying value approximated fair value with the exception of certain notes payable. The fair value of our notes payable was determined using quoted market prices adjusted for accrued interest, which is considered to be a Level 2 input, or for notes payable with an original maturity of a year or less, the carrying value approximates fair value, which is determined using Level 2 inputs. Refer to Note 13 - Notes Payable for additional information.
128

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following table presents the amortized cost and fair value of notes payable (in thousands):
December 31, 2025 December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
Senior Secured Notes $ 126,089  $ 149,620  $ 156,074  $ 185,632 
Exchangeable Secured Notes 130,040  178,428  126,059  191,110 
LFH Promissory Note 20,000  20,000  —  — 
2025 Unsecured Notes —  —  7,378  6,187 
Working Capital Promissory Notes —  —  85,000  85,000 
Total notes recorded at amortized cost 276,129  $ 348,048  374,511  $ 467,929 
Convertible Notes, recorded at fair value 53,800  — 
Total notes payable $ 329,929  $ 374,511 
For other financial instruments that were not recorded at fair value, such as cash and cash equivalents, including restricted cash, and other financing lines of credit, the carrying value approximates fair value due to the short-term nature of such instruments. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, including restricted cash, which are Level 1 inputs.

6. Reverse Mortgage Loan Portfolio
The following table presents the composition and the outstanding UPB of the reverse mortgage loan portfolio serviced by the Company (in thousands):
December 31, 2025 December 31, 2024
Loans held for investment, subject to HMBS related obligations $ 17,983,144  $ 17,652,495 
Loans held for investment, subject to nonrecourse debt:
Non-agency reverse mortgages 8,887,778  8,567,792 
Performing HECM buyouts 251,051  210,041 
Nonperforming HECM buyouts 428,903  408,614 
Total loans held for investment, subject to nonrecourse debt 9,567,732  9,186,447 
Loans held for investment:
Non-agency reverse mortgages 614,515  270,956 
HECM loans not securitized(1)
103,825  101,100 
Unpoolable HECM loans(2)
64,983  131,671 
Total loans held for investment(3)
783,323  503,727 
Other assets:
Loans held for sale(3)
32,761  — 
Total owned loan portfolio 28,366,960  27,342,669 
Loans reclassified as government guaranteed receivable 50,922  45,773 
Loans serviced for others 590,192  88,125 
Total serviced loan portfolio $ 29,008,074  $ 27,476,567 
(1) HECM loans not securitized primarily represent newly originated loans and poolable tails.
(2) Unpoolable HECM loans primarily represent loans that have reached 98% of their MCA.
129

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
(3) As of December 31, 2025 and 2024, there was $753.2 million and $451.3 million, respectively, in UPB in loans pledged as collateral for financing lines of credit.

The following table presents our owned loan portfolio by mortgage rate type (in thousands):
December 31, 2025 December 31, 2024
Adjustable rate loans $ 20,662,839  $ 19,966,185 
Fixed rate loans 7,704,121  7,376,484 
Total owned loan portfolio $ 28,366,960  $ 27,342,669 

As of December 31, 2025 and 2024, there were $550.4 million and $497.6 million, respectively, of foreclosure proceedings in process, which are included in Loans held for investment, subject to HMBS related obligations, at fair value, Loans held for investment, subject to nonrecourse debt, at fair value, or Loans held for investment, at fair value, in the Consolidated Statements of Financial Condition, and $8.9 million and $7.1 million, respectively, of foreclosure proceedings in process, which are included in loans serviced for others in the table above.

7. Intangible Assets, Net
Intangible assets, net, consisted of the following (in thousands):
December 31, 2025 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Non-amortizing intangibles
Trade name N/A $ 21,562  $ —  $ 21,562 
Amortizing intangibles
Broker/customer relationships
9
334,700  (176,647) 158,053 
Total intangibles $ 356,262  $ (176,647) $ 179,615 
December 31, 2024 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Non-amortizing intangibles
Trade name
N/A
$ 21,100  $ —  $ 21,100 
Amortizing intangibles
Broker/customer relationships
9
334,700  (139,458) 195,242 
Total intangibles $ 355,800  $ (139,458) $ 216,342 

During the year ended December 31, 2025, the Company acquired a trade name for $0.5 million, which was recorded as an indefinite-lived intangible asset.
Amortization expense was $37.2 million for each of the years ended December 31, 2025 and 2024.
As of December 31, 2025, the estimated amortization expense for the next five years is as follows (in thousands):
Year Ending December 31, Amount
2026 $ 37,189 
2027 37,189 
2028 37,189 
2029 37,189 
2030 9,297 
Total future amortization expense $ 158,053 

130

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
8. Other Assets, Net
Other assets, net, related to continuing operations consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Government guaranteed receivables $ 47,100  $ 41,948 
Retained bonds, at fair value (Note 5 - Fair Value)
38,685  40,407 
Loans held for sale, at fair value (Note 5 - Fair Value)
37,461  3,454 
Receivables, net of allowance of $8,264 and $3,135
26,425  20,935 
ROU assets (Note 12 - Leases)
17,566  20,533 
Prepaid expenses 10,013  11,998 
Fixed assets, net 4,422  3,824 
Other 15,704  14,162 
Total other assets, net $ 197,376  $ 157,261 
9. Nonrecourse Debt, at Fair Value
Nonrecourse debt, at fair value, consisted of the following (in thousands):
Issue Date
Final Maturity Date(1)
Interest Rate Original Issue Amount December 31, 2025 December 31, 2024
Securitization of non-agency reverse mortgage loans May 2018 - September 2025 December 2053 - September 2075
2.00% - 7.00%
$ 10,220,880  $ 8,834,991  $ 8,304,568 
Securitization of performing/nonperforming HECM loans October 2024 - November 2025 October 2034 - November 2035
4.00% - 6.00%
1,135,800  749,110  677,035 
Securitization of commercial loans(2)
N/A N/A
N/A
N/A 8,245
Total consolidated VIE nonrecourse debt UPB 9,584,101  8,989,848 
Nonrecourse loan financing liability(3)
376,423  374,071 
Fair value adjustments (224,031) (409,851)
Total nonrecourse debt, at fair value $ 9,736,493  $ 8,954,068 
(1) The Company’s securitizations are generally callable at or following the optional redemption date as defined in each related indenture agreement.
(2) The nonrecourse debt associated with the securitization of commercial loans was fully paid off during 2025.
(3) Nonrecourse loan financing liability is comprised of nonrecourse debt associated with securitizations of non-agency mortgage loans. As the securitizations were determined to be unconsolidated VIEs and failed sale treatment, the associated nonrecourse debt is accounted for by the Company and presented separately from other nonrecourse debt. Refer to Note 4 - Variable Interest Entities and Securitizations for additional information.

131

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Future repayment of nonrecourse debt issued by securitization trusts is dependent on the receipt of cash flows from the corresponding encumbered loans receivable. As of December 31, 2025, estimated maturities for nonrecourse debt for the next five years and thereafter are as follows (in thousands):
Year Ending December 31, Estimated Maturities
2026 $ 2,716,708 
2027 1,887,846 
2028 794,907 
2029 404,861 
2030 531,170 
Thereafter 3,625,032 
Total payments on nonrecourse debt $ 9,960,524 

10. Other Financing Lines of Credit
Other financing lines of credit consisted of the following (in thousands):
Outstanding borrowings at
Maturity Date Interest Rate Collateral Pledged
Total Capacity(1)
December 31, 2025 December 31, 2024
Reverse Lines:
March 2026 - December 2026 Secured Overnight Financing Rate (“SOFR”) + applicable margin First and Second Lien Mortgages $ 1,185,000  $ 737,435  $ 438,328 
Various(2)
Bond accrual rate/SOFR + applicable margin Mortgage Related Assets 353,901  335,443  356,915 
October 2027 SOFR + applicable margin HECM MSR 70,000  63,462  69,231 
October 2026 SOFR + applicable margin Unsecuritized Tails 40,000  20,269  19,947 
Total reverse lines of credit 1,648,901  1,156,609  884,421 
Mortgage Line:
Various(2)
Bond accrual rate + applicable margin Mortgage Related Assets 31,090  31,090  33,826 
Total other financing lines of credit $ 1,679,991  $ 1,187,699  $ 918,247 
(1)Capacity is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions, and covenants of the respective agreements, including asset-eligibility requirements. Capacity amounts presented are as of December 31, 2025.
(2)These lines of credit are tied to the maturity date of the underlying mortgage related assets that have been pledged as collateral.
These facilities are generally structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender, as participation arrangements pursuant to which the lender acquires a participation interest in the related eligible loans, or as loan and security agreements under which eligible loans are pledged to the lender as collateral. The funds advanced to us are generally repaid using the proceeds from the sale or securitization of the loans to, or pursuant to, programs sponsored by Ginnie Mae or private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When we draw on these facilities, we generally must transfer and/or pledge eligible loans to the lender and comply with various financial and other covenants. Under the facilities, loans are generally transferred and/or pledged at an advance rate less than the principal balance of the loans, which serves as the primary credit enhancement for the lender. Since the advances to us are generally for less than 100% of the principal balance of the loans, we are required to use working capital to fund the remaining portion of the principal balance of the loans. The amount of the advance that is provided under the various facilities typically ranges from 50% to 100% of the principal balance of the loans. Upon expiration, management believes it will either renew its existing facilities or obtain sufficient additional lines of credit.
132

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
As of December 31, 2025 and 2024, the weighted average interest rate on outstanding financing lines of credit was 8.18% and 7.14%, respectively.
The Company’s financing arrangements and credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage ratios, and profitability. As of December 31, 2025, the Company was in compliance with the financial covenants.
The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s government sponsored entities (“GSE”)/seller servicer contracts contain requirements that may restrict FOA Equity and its subsidiaries from paying distributions to its members. These restrictions include restrictions on paying distributions whenever the payment of such distributions would cause FOA Equity or its subsidiaries to no longer be in compliance with any of its financial covenants or GSE requirements. Further, FOA Equity is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of FOA Equity (with certain exceptions) exceed the fair value of its assets. Subsidiaries of FOA Equity are generally subject to similar legal limitations on their ability to make distributions to FOA Equity.
The maximum allowable distributions available to the Company are based on the most restrictive financial covenant ratios and are presented in the following tables (in thousands, except for ratios):
Financial Covenants  Requirement December 31, 2025 Maximum Allowable Distribution
FAR
Adjusted Tangible Net Worth $ 250,000  $ 569,044  $ 319,044 
Liquidity 42,412  64,688  22,276 
Leverage Ratio
6:1
2.7:1
315,994 
FAH
Adjusted Tangible Net Worth $ 200,000  $ 561,035  $ 361,035 
Liquidity 40,000  68,632  28,632 
Leverage Ratio
10:1
3.1:1
388,240 
Financial Covenants  Requirement December 31, 2024 Maximum Allowable Distribution
FAR
Adjusted Tangible Net Worth $ 250,000  $ 501,883  $ 251,883 
Liquidity 40,129  45,512  5,383 
Leverage Ratio
6:1
2.7:1
276,823 
FAH
Adjusted Tangible Net Worth $ 200,000  $ 502,744  $ 302,744 
Liquidity 40,000  47,794  7,794 
Leverage Ratio
10:1
2.9:1
355,886 

11. Payables and Other Liabilities
Payables and other liabilities related to continuing operations consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Accrued and other liabilities $ 56,328  $ 63,898 
Lease liabilities (Note 12 - Leases)
25,669  28,474 
Accrued compensation expense 18,716  13,222 
Ginnie Mae reverse mortgage buyout payable 15,962  14,005 
Deferred purchase price liabilities 14,054  18,354 
Total payables and other liabilities $ 130,729  $ 137,953 
133

Finance of America Companies Inc.
Notes to Consolidated Financial Statements

12. Leases
The following table presents the Company’s operating lease portfolio (dollars in thousands):
December 31, 2025 December 31, 2024
ROU assets $ 17,566 $ 20,533
Lease liabilities 25,669 28,474
Weighted average remaining lease term (in years) 7.13 7.91
Weighted average discount rate 6.43  % 6.41  %
The following table presents the Company’s net operating lease cost (in thousands):
Year ended
December 31,
2025 2024
Operating lease cost $ 5,338  $ 6,084 
Short-term lease cost 40  171 
  Total operating and short-term lease cost 5,378  6,255 
Variable lease cost 598  649 
Sublease income (3,395) (2,150)
Net lease cost $ 2,581  $ 4,754 
The following table presents other information related to the Company’s operating leases (in thousands):
Year ended
December 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 5,409  $ 5,796 
Leased assets obtained in exchange for new operating lease liabilities 905  1,322 
The following table presents a maturity analysis of operating leases and a reconciliation of the undiscounted cash flows to lease liabilities as of December 31, 2025 (in thousands):
Year Ending December 31, Amount
2026 $ 5,462 
2027 5,094 
2028 3,722 
2029 3,327 
2030 3,360 
Thereafter 11,503 
Total undiscounted lease payments 32,468 
Less: Amounts representing interest (6,799)
Total lease liabilities $ 25,669 

134

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
13. Notes Payable
Senior Notes
Exchange
On November 5, 2020, FOAF issued $350 million aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Unsecured Notes”). On October 31, 2024 (the “Issue Date”), FOAF completed an exchange with certain existing noteholders of the 2025 Unsecured Notes. Existing noteholders, representing 97.892% of the aggregate principal amount outstanding of the 2025 Unsecured Notes, exchanged their respective 2025 Unsecured Notes in consideration for (i) the issuance of (a) $195,783,947 of FOAF’s new 7.875% Senior Secured Notes due November 30, 2026 (the “Senior Secured Notes”), with FOAF’s option to extend until November 30, 2027 (subsequently amended as described below), (b) $146,793,000 of FOAF’s new 10.000% Exchangeable Senior Secured Notes due November 30, 2029 (the “Exchangeable Secured Notes”) (collectively, the “Secured Notes”), and (ii) cash consideration of $856,555.
We concluded that the exchanged 2025 Unsecured Notes and Secured Notes had substantially different terms, and accordingly, we accounted for the exchange as an extinguishment of the 2025 Unsecured Notes and the issuance of the Secured Notes. As a result, the Company initially recorded the Secured Notes at fair value and recognized an extinguishment gain of $56.2 million for the year ended December 31, 2024, which is included in Non-funding interest income (expense), net, in the Consolidated Statements of Operations. The Secured Notes are subsequently being carried at amortized cost.
Senior Secured Notes
FOAF issued the Senior Secured Notes pursuant to an indenture (the “Senior Secured Notes Indenture”) among FOAF, FOA Equity and certain of its respective direct and indirect subsidiaries who act as guarantors (the “Guarantors”), and the Company and U.S. Bank Trust Company, National Association, as trustee (the “Senior Secured Notes Trustee”) and collateral trustee (the “Collateral Trustee”). The Senior Secured Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and are secured by the collateral as described below.
In accordance with the amendments as described below, the Senior Secured Notes will mature on November 30, 2026 (the “Scheduled Maturity Date”), provided that such Scheduled Maturity Date may be extended at the election of FOAF until November 30, 2027 (the “Extended Maturity Date”), subject to an increase in the applicable interest rate as described below, payment of a fee to the holders of the Senior Secured Notes equal to 0.25% of the principal amount of the Senior Secured Notes prior to the effectiveness of any such extension, and other customary provisions as described in the Senior Secured Notes Indenture.
In order to permit the transactions under the Repurchase Agreement (as defined in Note 23 - Related Party Transactions), FOA Equity, FOAF, certain of their direct and indirect subsidiaries who act as guarantors, and a requisite majority of holders of FOAF’s Secured Notes entered into certain amendments which provide that $60 million of the principal amount of the Senior Secured Notes will mature on the Scheduled Maturity Date, with FOAF retaining the option to extend the remaining principal balance to the Extended Maturity Date, and to provide for required uses of net proceeds from certain of the Additional Collateral (as defined below).
Pursuant to the Senior Secured Notes Indenture, FOAF was required to partially prepay in cash, by means of a redemption, a portion of the outstanding principal amount of the Senior Secured Notes in November 2025, in an amount equal to $0.23 per $1.00 principal amount of Senior Secured Notes outstanding, or $45.0 million.
The Senior Secured Notes bore interest at a rate of 7.875% per year until the first anniversary of the Issue Date and bear interest at a rate of 8.875% per year from the first anniversary of the Issue Date to the Scheduled Maturity Date. If FOAF elects the extension, the Senior Secured Notes will bear interest at a rate of 9.875% per year from the Scheduled Maturity Date until the Extended Maturity Date. FOAF pays interest semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.
In accordance with the Senior Secured Notes Indenture, as the two Revolving Working Capital Promissory Note Agreements (the “Working Capital Promissory Notes”) were paid off and terminated in August 2025 (refer to Note 23 - Related Party Transactions for additional information), FOAF is required to partially or fully redeem the Senior Secured Notes at a redemption price of par plus accrued and unpaid interest, upon the occurrence of certain specified events including, but not limited to (i) if amounts on deposit in a specified controlled account at month end and certain other additional determination dates, exceed, by at least $10.0 million, the amount of interest expected to be due and payable on the Secured Notes on the next two scheduled interest payment dates (based on the then outstanding principal amount of the Secured Notes and the then applicable interest rate) and (ii) there are excess net cash proceeds from certain collateral dispositions to the extent not applied in accordance with the collateral disposition requirements of the Senior Secured Notes Indenture, in an amount equal to such net cash proceeds.
135

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The Senior Secured Notes will not be redeemable at FOAF’s option at any time.
If certain events constituting a Change of Control occur, as defined in the Senior Secured Notes Indenture, FOAF will be required to make an offer to repurchase all of the Senior Secured Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.
The Senior Secured Notes Indenture contains restrictive covenants that limit, among other things, the ability of FOAF and certain of its subsidiaries, including the Guarantors, to incur additional indebtedness, repay indebtedness before its respective stated maturity, make restricted payments (including investments), sell or dispose of assets, incur liens, and enter into certain transactions with affiliates. These incurrence-based covenants are subject to exceptions and qualifications. The Company was in compliance with all required covenants related to the Senior Secured Notes as of December 31, 2025.
Exchangeable Secured Notes
FOAF issued the Exchangeable Secured Notes pursuant to an indenture (the “Exchangeable Secured Notes Indenture”) among FOAF, the Company, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Exchangeable Notes Trustee”) and Collateral Trustee. The Exchangeable Secured Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and are secured by the collateral as described below.
The Exchangeable Secured Notes will mature on November 30, 2029 and bear interest at a rate of 10.000% per year, payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2024.
The Exchangeable Secured Notes are exchangeable on the terms set forth in the Exchangeable Secured Notes Indenture into shares of the Company’s Class A Common Stock. The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of Exchangeable Secured Notes (the “Exchange Rate”), which is equivalent to an initial exchange price of $27.50 per share of Class A Common Stock. The Exchange Rate will be subject to adjustment as provided in the Exchangeable Secured Notes Indenture. Holders of the Exchangeable Secured Notes have the right to exchange all or any portion of their Exchangeable Secured Notes at their option, at any time prior to the close of business on the second scheduled trading day immediately preceding November 30, 2029, subject to certain limitations as further described in the Exchangeable Secured Notes Indenture. To the extent that the Company, however, determines in good faith that it would be in the best interest of the Company to do so in order to preserve the benefit of tax attributes of the Company and/or its subsidiaries, including net operating losses, FOAF, in its discretion, may elect to settle any exchange in part or in whole by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange.
The Exchangeable Secured Notes will not be redeemable at FOAF’s option at any time, except in certain limited circumstances as provided for in the Exchangeable Secured Notes Indenture. In certain circumstances, FOAF may be required to offer to repurchase, partially or fully, the Exchangeable Secured Notes. If the Company or FOAF undergoes a Fundamental Change (as defined in the Exchangeable Secured Notes Indenture), subject to certain conditions, holders of the Exchangeable Secured Notes may require FOAF to repurchase all or part of their Exchangeable Secured Notes at a repurchase price equal to 101% of the principal amount of the Exchangeable Secured Notes to be repurchased, plus the applicable premium and accrued and unpaid interest.
The Exchangeable Secured Notes Indenture contains certain covenants and events of default similar to, but less restrictive than, those contained in the Senior Secured Notes Indenture. The Company was in compliance with all required covenants related to the Exchangeable Secured Notes as of December 31, 2025.
Collateral for the Secured Notes
In connection with the issuance of the Secured Notes, FOAF entered into a pledge and security agreement (the “Pledge and Security Agreement”) with the Collateral Trustee (appointed as such thereunder for purposes of the holding and perfecting the liens securing the Secured Notes) and the grantors party thereto, pursuant to which the collateral securing the Secured Notes’ obligations was granted.
In accordance with the Pledge and Security Agreement, as the Working Capital Promissory Notes were paid off and terminated in August 2025 (refer to Note 23 - Related Party Transactions for additional information), the Secured Notes are secured on a pari passu basis, pursuant to a collateral trust agreement among the grantors party thereto, the Senior Secured Notes Trustee, the Exchangeable Notes Trustee, and the Collateral Trustee (which governs the relative rights among the holders of the Senior Secured Notes and the Exchangeable Secured Notes), by a first priority lien granted by the grantors in the Permanent Collateral (as defined below).
136

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The Permanent Collateral includes, subject to permitted liens, the equity instruments required to be retained by a subsidiary of FOA Equity (presently and in the future) in connection with the issuance of non-agency reverse mortgage loan asset-backed securitizations, and the equity interests in certain subsidiaries of FOA Equity (the “Permanent Collateral”).
FOAF and the Guarantors, as applicable, are required to enter into certain deposit account and securities account control agreements with respect to the Permanent Collateral, including under certain circumstances and threshold amounts with respect to unrestricted cash, subject to certain permitted uses.
On August 4, 2025, FOA Equity, FOAF, and certain of their direct and indirect subsidiaries who act as guarantors, together with the Collateral Trustee, entered into the first amendment to the Pledge and Security Agreement to provide for liens on certain additional collateral to secure the Senior Secured Notes and the Exchangeable Secured Notes, including certain residual proceeds, equity interests, and call rights related to securitizations of the MSR of FAR or any of its affiliates relating to HECM loans pooled in Ginnie Mae HMBS (the “Additional Collateral”). The Additional Collateral will be automatically released once the non-extendable Senior Secured Notes are paid in full on November 30, 2026.
2025 Unsecured Notes
The 2025 Unsecured Notes bore interest at a rate of 7.875% per year, payable semi-annually in arrears on May 15 and November 15. The 2025 Unsecured Notes were repaid and terminated in full in November 2025. As of December 31, 2024, the effective interest rate for our 2025 Unsecured Notes was 7.7%.
Convertible Notes
On August 4, 2025, the Company entered into convertible note purchase agreements with certain existing institutional investors, providing for the purchase of an aggregate of $40 million of a new series of unsecured convertible promissory notes (the “Convertible Notes”). The Convertible Notes, funded and issued on August 4, 2025, mature on August 4, 2028, have a 0% coupon rate, and are convertible, in whole or in part, at the option of the Company or the holder into shares of Class A Common Stock at $18.00 per share for the first year following the issuance date or $19.00 per share starting one year from the issuance date, in each case, subject to customary adjustments. If neither the Company nor the holder elects to convert the Convertible Notes into shares of Class A Common Stock, the $40 million will be payable on the maturity date. The Company has elected to account for the Convertible Notes at fair value under the fair value option.
Other Promissory Notes
The Company has an unsecured revolving working capital promissory note with Libman Family Holdings, LLC, a related party (the “LFH Promissory Note”), and previously had the related party Working Capital Promissory Notes. Refer to Note 23 - Related Party Transactions for additional information.
137

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Notes payable consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Description Maturity Date Interest Rate Principal Amount Unamortized Debt Discount and Issuance Costs Carrying Value Principal Amount Unamortized Debt Discount and Issuance Costs Carrying Value
Senior Secured Notes
November 2026(1)
8.875% $ 150,754  $ (24,665) $ 126,089  $ 195,784  $ (39,710) $ 156,074 
Exchangeable Secured Notes November 2029 10.000% 146,793  (16,753) 130,040  146,793  (20,734) 126,059 
LFH Promissory Note August 2026 10.000% 20,000  —  20,000  —  —  — 
2025 Unsecured Notes N/A N/A —  —  —  7,378  —  7,378 
Working Capital Promissory Notes N/A N/A —  —  —  85,000  —  85,000 
Total notes recorded at amortized cost 317,547  $ (41,418) 276,129  434,955  $ (60,444) 374,511 
Convertible Notes, recorded at fair value August 2028 0.000% 40,000  53,800  —  — 
Total notes payable $ 357,547  $ 329,929  $ 434,955  $ 374,511 
(1) As discussed in the Senior Secured Notes section above, the Company has the option to extend a portion of the principal balance to the extended maturity date of November 30, 2027.
Interest expense on our notes payable consisted of the following (in thousands):
Year ended
December 31,
2025 2024
Senior Secured Notes
Contractually stated $ 16,169  $ 2,543 
Amortization of debt discount and issuance costs 15,045  2,360 
Total Senior Secured Notes 31,214  4,903 
Exchangeable Secured Notes
Contractually stated 13,897  2,231 
Amortization of debt discount and issuance costs 3,981  639 
Total Exchangeable Secured Notes 17,878  2,870 
Working Capital Promissory Notes 7,509  11,319 
LFH Promissory Note 444  — 
2025 Unsecured Notes 510  22,319 
Total interest expense (Note 17 - Interest Income and Interest Expense)
$ 57,555  $ 41,411 
As of December 31, 2025 and 2024, the effective interest rate for our Senior Secured Notes was 21.5% and 19.1%, respectively, and the effective interest rate for our Exchangeable Secured Notes was 13.7% for both years, inclusive of amortization of debt discount and issuance costs.
138

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
As of December 31, 2025, the maturities of notes payable are as follows (in thousands):
Year Ending December 31, Amount
2026
$ 170,754(1)
2027
2028 40,000
2029 146,793
Total notes payable $ 357,547
(1) As discussed in the Senior Secured Notes section above, the Company has the option to extend a portion of the principal balance to the extended maturity date of November 30, 2027.

14. Litigation
The Company’s business is subject to legal proceedings, examinations, investigations, and reviews by various federal, state, and local regulatory and enforcement agencies as well as private litigants such as the Company’s borrowers or former employees. At any point in time, the Company may have open investigations with regulators or enforcement agencies, including examinations and inquiries related to its loan servicing and origination practices. These matters and other pending or potential future investigations, examinations, inquiries, or lawsuits may lead to administrative or legal proceedings, and possibly result in remedies, including fines, penalties, restitution, alterations in business practices, or additional expenses and collateral costs.
As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and reasonably estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company establishes an accrued liability and records a corresponding amount to litigation related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. For certain matters, the Company may determine that a loss is not probable but is reasonably possible or may consider a loss to be probable but cannot calculate a precise estimate of losses. For these matters, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material litigation and regulatory matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows in a future period.
The Company is a defendant in a representative lawsuit alleging violations of the California Labor Code and brought pursuant to the California Private Attorneys General Act (“PAGA”). The Company has settled the individual arbitration claim for a de minimis amount and is defending the representative PAGA claim. Due to the unpredictable nature of litigation generally, and the wide discretion afforded the Court in awarding civil penalties in PAGA actions, the outcome of this matter cannot be presently determined, and a range of possible losses cannot be reasonably estimated. Although this action is being vigorously defended, the Company could, in the future, incur a judgment or enter into a settlement that could have a negative effect on its results of operations in any particular period.
Legal expenses, which include, among other things, settlements and the fees paid to external legal service providers, were $2.4 million and $2.0 million for the years ended December 31, 2025 and 2024, respectively. These expenses are included in General and administrative expenses in the Consolidated Statements of Operations.

139

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
15. Commitments and Contingencies
Servicing of Mortgage Loans
The Company has contracted with third-party providers to perform specified servicing functions on its behalf. These services include maintaining borrower contact, facilitating borrower advances, generating borrower statements, collecting and processing payments of interest and principal, and facilitating loss-mitigation strategies in an attempt to keep defaulted borrowers in their homes. The contracts are generally fixed-term arrangements, with standard notification and transition terms governing termination of such contracts.
For reverse mortgages, defaults on loans leading to foreclosures may occur if borrowers fail to meet maintenance obligations, such as payment of taxes or home insurance premiums. When a default cannot be cured, the sub-servicers manage the foreclosure process and the filing of any insurance claims with HUD. The sub-servicers have responsibility for remitting timely advances and statements to borrowers and timely and accurate claims to HUD, including compliance with local, state, and federal regulatory requirements. Although the Company has outsourced its servicing function, as the issuer, the Company has responsibility for all aspects of servicing of the HECM loans and related HMBS beneficial interests under the terms of the servicing contracts, state laws, and regulations.
Additionally, the sub-servicers are responsible for remitting payments to investors, including interest accrued, interest shortfalls, and funding advances such as taxes and home insurance premiums. Advances are typically remitted by the Company to the sub-servicers on a daily basis.
Contractual sub-servicing fees related to sub-servicer arrangements are generally based on a fixed dollar amount per loan and are included in Loan servicing expenses in the Consolidated Statements of Operations.
Unfunded Commitments
The Company is required to fund further borrower advances (where the borrower has not fully drawn down the HECM or non-agency reverse mortgage loan proceeds available) and fund the payment of the borrower’s obligation to pay FHA monthly insurance premiums for HECM loans.
The outstanding unfunded commitments available to borrowers related to agency and non-agency reverse mortgage loans were $4.4 billion and $4.5 billion as of December 31, 2025 and 2024, respectively. This additional borrowing capacity is primarily in the form of undrawn lines of credit.
The Company also has commitments to purchase loans totaling $0.8 million and $1.7 million as of December 31, 2025 and 2024, respectively.
Mandatory Repurchase Obligation
The Company is required to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to or greater than 98% of the MCA. Performing repurchased loans are typically conveyed to HUD and nonperforming repurchased loans are generally liquidated in accordance with program requirements. Loans are considered nonperforming upon events including, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance are not being paid.
As an issuer of HMBS, the Company also has the option to repurchase reverse mortgage loans out of the Ginnie Mae securitization pools without prior approval from Ginnie Mae in certain instances. These situations include: the borrower requesting an additional advance that causes the outstanding principal balance to be equal to or greater than 98% of the MCA; the borrower’s loan becoming due and payable under certain circumstances; the borrower not occupying the home for greater than twelve consecutive months for physical or mental illness, and the home is not the residence of another borrower; or the borrower failing to perform in accordance with the terms of the loan.
For each HECM loan that the Company securitizes into agency HMBS, the Company is required to covenant and warrant to Ginnie Mae, among other things, that the HECM loans related to each participation included in the agency HMBS are eligible under the requirements of the National Housing Act and the Ginnie Mae MBS Guide, and that the Company will take all actions necessary to ensure the HECM loan’s continued eligibility. The Ginnie Mae HMBS program requires that the Company removes the participation related to any HECM loan that does not meet the requirements of the Ginnie Mae MBS Guide. In addition to securitizing HECM loans into agency HMBS, the Company may sell HECM loans to third parties, and the agreements with such third parties include standard representations and warranties related to such loans, which if breached, may require the Company to repurchase the HECM loan and/or indemnify the purchaser for losses related to such HECM loans. In the case where the Company repurchases the loan, the Company bears any subsequent credit loss on the loan.
140

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
To the extent that the Company is required to remove a loan from an agency HMBS, purchase a loan from a third-party, or indemnify a third-party, the potential losses suffered by the Company may be reduced by any recourse the Company has to the originating broker and/or correspondent lender, if applicable, to the extent such entity breached similar or other representations and warranties. Under most circumstances, the Company has the right to require the originating broker/correspondent lender to repurchase the related loan from the Company and/or indemnify the Company for losses incurred. The Company seeks to manage the risk of repurchase and associated credit exposure through the Company’s underwriting and quality assurance practices.

16. Equity-Based Compensation
Restricted Stock Units
Pursuant to the terms of the 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), the Company grants equity-based compensation to certain employees and non-employee Board members, henceforth referred to as Non-LTIP Restricted Stock Units (“Non-LTIP RSUs”). Vested Non-LTIP RSUs are settled with issuance of shares of Class A Common Stock of FOA to the participant and a respective count of Class A LLC Units of FOA Equity (“Class A LLC Units”) to FOA. There are 707,701 shares authorized and available for award as of December 31, 2025.
Additionally, pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (“A&R MLTIP”), there were two types of equity-based compensation granted to employees, henceforth referred to as Replacement Restricted Stock Units (“Replacement RSUs”) and Earnout Right Restricted Stock Units (“Earnout Right RSUs”). The issuance of the Replacement RSUs and Earnout Right RSUs to employees under the A&R MLTIP are funded by the exchange of outstanding Class A Common Stock and Class A LLC Units. Therefore, any shares issued to employees under the A&R MLTIP do not result in incremental share ownership in the Company, and the total compensation costs associated with the vesting of the Replacement RSUs and Earnout Right RSUs are directly allocated to the noncontrolling interest and to FOA in proportion to their sharing percentages of exchanged units.
Non-LTIP RSUs
Pursuant to the terms of the Restricted Stock Unit Agreement under the Omnibus Incentive Plan, the Company grants Non-LTIP RSUs to certain employees and non-employee Board members. The RSUs granted have various grant dates and vesting schedules. All vesting is subject to each holder’s continued employment and is subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan.
The Company maintains an Employee Stock Purchase Plan (the “ESPP”) for the benefit of its employees. Participation in the ESPP is voluntary and is open to any Company employee who satisfies the eligibility requirements under the ESPP, other than the Company’s “officers” (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act”). The ESPP allows for shares of the Company’s Class A Common Stock to be purchased on behalf of participants, using funds contributed by participants through payroll deductions. Participants can contribute up to the lesser of 15% of their Base Earnings (as defined in the ESPP) or $50,000 per calendar year. The ESPP includes a matching component under which participating employees are eligible to receive a grant of restricted stock units (“Match RSUs”) pursuant to, and in accordance with, the Omnibus Incentive Plan. The number of Match RSUs granted to participants for each offering period will equal 20% of the shares purchased by participants under the ESPP for that offering period.
Replacement RSUs
Pursuant to the terms of the A&R MLTIP, in consideration for the cancellation of their Phantom Units in FOA Equity, the Company granted Replacement RSUs to each employee who held Phantom Units and remained employed as of the Replacement RSU grant date, April 1, 2021.
Following the terms of the A&R MLTIP, 25% of the Replacement RSUs vested on the Replacement RSU grant date, and the remaining 75% vested in equal installments on each of the first three anniversaries of April 1, 2021, subject to each holder’s continued employment. The Replacement RSUs vested into shares of Class A Common Stock.
Equity-based compensation expense for the Replacement RSUs was $2.7 million for the year ended December 31, 2024. As of April 1, 2024, there were no outstanding Replacement RSUs and no remaining compensation expense to recognize.
141

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Earnout Right RSUs
In addition to the Replacement RSUs, participants in the A&R MLTIP are entitled to receive additional Earnout Right RSUs if the Company achieves certain market-based conditions. Earnout Right RSUs have the same service-based vesting conditions as the Replacement RSUs, along with the additional market-based vesting conditions. The first tranche of Earnout Right RSUs vest upon satisfaction of the service-based vesting conditions and if, at any time through April 1, 2027, the VWAP of FOA’s Class A Common Stock is greater than or equal to $125 for any twenty out of thirty consecutive trading days. The second tranche of Earnout Right RSUs vest upon satisfaction of the service-based vesting conditions and if, at any time through April 1, 2027, the VWAP of FOA’s Class A Common Stock is greater than or equal to $150 for any twenty out of thirty consecutive trading days.
The market-based vesting conditions have been factored into the grant date fair value measurement of the Earnout Right RSUs using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation model included a volatility rate of 60%, risk free rate of 1.14%, and a weighted average expected term of 1.06 years for the first tranche of Earnout Right RSUs and 1.52 years for the second tranche of Earnout Right RSUs.
The following tables present RSU activity:
Grant Date Fair Value
Non-LTIP RSUs Number of Units Unvested Number of Units Vested Total Number of Units Weighted Average Price Per Unit Total Fair Value (in thousands)
Outstanding, December 31, 2024
1,298,877  —  1,298,877  $ 10.72  $ 13,922 
Granted 473,592  —  473,592  20.94  9,917 
Vested (566,700) 566,700  —  —  — 
Forfeited (34,175) —  (34,175) 14.40  (492)
Settled —  (566,700) (566,700) 10.92  (6,187)
Outstanding, December 31, 2025
1,171,594  —  1,171,594  $ 14.65  $ 17,160 
Equity-based compensation expense for the Non-LTIP RSUs was $7.4 million and $5.7 million for the years ended December 31, 2025 and 2024, respectively. Unrecognized equity-based compensation expense for the Non-LTIP RSUs totaled $10.0 million as of December 31, 2025 and is expected to be recognized over 1.9 years.
Grant Date Fair Value
Earnout Right RSUs Number of Units Unvested Number of Units Vested Total Number of Units Weighted Average Price Per Unit Total Fair Value (in thousands)
Outstanding, December 31, 2024 and December 31, 2025
145,800  —  145,800  $ 89.05  $ 12,984 
There was no activity related to the Earnout Right RSUs during the year ended December 31, 2025. Equity-based compensation expense for the Earnout Right RSUs was $0.1 million for the year ended December 31, 2024. As of April 1, 2024, there was no remaining compensation expense associated with the Earnout Right RSUs.
Options
On November 7, 2024, pursuant to the terms of the Omnibus Incentive Plan, the Company granted options to certain members of senior management, including certain officers of the Company. The options vest on the second anniversary of the grant date, subject to each holder’s continued employment on the vesting date. The options are exercisable for a period of five years from the grant date for Class A LLC Units on a one-for-one basis, which Class A LLC Units are exchangeable on a one-for-one basis for shares of the Company’s Class A Common Stock.
On December 19, 2025, pursuant to the terms of the Omnibus Incentive Plan, the Company granted options to certain members of senior management, including certain officers of the Company. The options vest in equal installments on each of the first three anniversaries of the grant date, subject to each holder’s continued employment on the vesting date. The options are exercisable for a period of five years from the grant date for shares of the Company’s Class A Common Stock on a one-for-one basis.
142

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The following table presents the option award activity:
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2024
720,000  $ 25.00  4.8 $ 2,246 
Granted 770,000  25.00 
Outstanding, December 31, 2025
1,490,000  $ 25.00  4.4 $ — 
The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $12.55 and $7.30 per option, respectively.
Equity-based compensation expense for the options was $2.8 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively. Unrecognized equity-based compensation expense for the options totaled $11.8 million as of December 31, 2025 and is expected to be recognized over 2.5 years.
The Company estimated the fair value of the options at the date of grant using the Black-Scholes option pricing model based on the following inputs:
Year ended
December 31,
2025 2024
Expected volatility 65.3  % 75.0  %
Expected dividend yield 0.0  % 0.0  %
Risk-free interest rate 3.7  % 4.2  %
Expected term (in years) 5.0 5.0
Expected volatility - This measure was based on the historical volatility of the Company’s common stock price.
Expected dividend yield - The Company estimated the expected dividend yield to be zero as the Company did not expect to pay dividends on its common stock in the foreseeable future.
Risk-free interest rate - This rate was based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.
Expected term - The period of time over which the awards were expected to remain outstanding.

143

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
17. Interest Income and Interest Expense
Interest income and interest expense consisted of the following (in thousands):
Year ended
December 31,
2025 2024
Interest income:
Interest income on mortgage loans $ 1,902,352  $ 1,890,700 
Other interest income 17,618  14,514 
Total portfolio interest income 1,919,970  1,905,214 
Interest expense:
Interest expense on HMBS and nonrecourse obligations(1)
(1,575,252) (1,559,341)
Interest expense on other financing lines of credit (83,958) (77,945)
Total portfolio interest expense (1,659,210) (1,637,286)
Net portfolio interest income 260,760  267,928 
Non-portfolio interest income 439  1,913 
Interest expense on notes payable (Note 13 - Notes Payable)
(57,555) (41,411)
Other non-funding interest expense (446) — 
Gain on the exchange of our senior notes (Note 13 - Notes Payable)
—  56,193 
Non-funding interest income (expense), net (57,562) 16,695 
Net interest income $ 203,198  $ 284,623 
(1) Interest expense on HMBS and nonrecourse obligations includes gains or losses on extinguishment of debt related to the purchase of securities that were previously issued by consolidated trusts.

18. General and Administrative Expenses
General and administrative expenses related to continuing operations consisted of the following (in thousands):
Year ended
December 31,
2025 2024
Professional and consulting fees $ 19,843  $ 20,480 
Communications and data processing 18,254  22,745 
Occupancy, equipment rentals, and other office related expenses 2,825  4,904 
Other expenses 10,171  11,333 
Total general and administrative expenses $ 51,093  $ 59,462 

144

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
19. Income Taxes
The provision for income taxes related to continuing operations consisted of the following (in thousands):
Year ended
December 31,
2025 2024
Current benefit
Federal $ —  $ (13)
Deferred expense
Federal 2,651  2,010 
State 868  401 
Total deferred expense 3,519  2,411 
Provision for income taxes $ 3,519  $ 2,398 

The following table presents a reconciliation of the U.S. federal statutory income tax rate to our effective tax rate from continuing operations (dollars in thousands):
Year ended
December 31,
2025 2024
Amount Percent Amount Percent
Tax provision at U.S. federal statutory rate $ 23,750 21.0  % $ 8,991 21.0  %
State and local income taxes, net of federal income tax effect(1)
868 0.8 401 0.9
Nontaxable or nondeductible items:
Noncontrolling interest (12,139) (10.7) (4,373) (10.2)
Fair value adjustments on certain financial instruments 1,302 1.1
Other (965) (0.9) 513 1.2
Tax credits:
Research and development 110 0.1 (109) (0.3)
Changes in valuation allowances (8,811) (7.8) (2,458) (5.7)
Other tax adjustments (596) (0.5) (567) (1.3)
Tax provision at effective tax rate $ 3,519 3.1  % $ 2,398 5.6  %
(1) The jurisdictions that contribute to the majority of the tax effect in this category are California, New York, Colorado, Oklahoma, Oregon, and Utah.

The effective tax rate is calculated by dividing the provision for income taxes by net income from continuing operations before income taxes. The Company’s effective tax rate on continuing operations for the years ended December 31, 2025 and 2024 differs from the U.S. federal statutory rate primarily due to the income attributable to noncontrolling interest and the changes in valuation allowances previously recorded against deferred tax assets, including NOL carryforwards and other deferred tax assets.
FOA is taxed as a corporation and is subject to U.S. federal, state, and local taxes on the income allocated to it from FOA Equity based upon FOA’s economic interest in FOA Equity as well as any stand-alone income it generates. FOA Equity and its disregarded subsidiaries, collectively, are treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, FOA Equity is not subject to U.S. federal and certain state and local income taxes. FOA Equity’s members, including FOA, are liable for U.S. federal, state, and local income taxes based on their allocable share of FOA Equity’s pass-through taxable income.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences attributable to those temporary differences and the expected benefits of net operating losses and carryforwards. Deferred tax assets and liabilities are 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.
145

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands):
December 31, 2025 December 31, 2024
Deferred tax assets
Loss carryforwards $ 52,084  $ 41,410 
Earnout awards 5,315  5,025 
Research and development tax credits 1,406  1,482 
TRA 1,040  836 
Other 207  177 
Gross deferred tax assets 60,052  48,930 
Valuation allowance (35,502) (38,454)
Deferred tax assets, net of valuation allowance 24,550  10,476 
Deferred tax liabilities
Investment in FOA Equity 30,688  13,095 
Gross deferred tax liabilities 30,688  13,095 
Net deferred tax liability $ (6,138) $ (2,619)

As of December 31, 2025 and 2024, the federal and state NOL carryforwards were $195.3 million and $164.1 million, respectively. It is expected that these NOLs will not expire.
A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. As of December 31, 2025, the Company had cumulative income on a three-year basis. However, due to our forecast of continued taxable losses, management concluded that a valuation allowance for the deferred tax asset in excess of deferred tax liabilities should be maintained. Based on the Company’s financial performance in future periods and our financial projections, the Company could record a reversal of all, or a portion of the valuation allowance associated with deferred tax assets in future periods. Any such change is subject to actual performance and other considerations that may present positive or negative evidence at the time of the assessment. Further, the Company determined that the future sources of taxable income from reversing temporary differences that comprise the investment in FOA Equity deferred tax liability would only be fully realized upon sale of FOA’s interest in FOA Equity. Accordingly, the deferred tax liability from investment in FOA Equity has been treated as an indefinite-lived intangible and is limited by the federal net operating loss utilization rules. The net change in the valuation allowance was $3.0 million and $3.9 million for the years ended December 31, 2025 and 2024, respectively, primarily due to the results of operations and the related impact on the investment in FOA Equity and the NOL carryforwards. Furthermore, changes in the valuation allowance of $4.5 million and $1.2 million associated with transactions with the noncontrolling interest in the years ended December 31, 2025 and 2024, respectively, were offset to additional paid-in capital.
Net deferred tax liabilities are included in accrued and other liabilities, which is part of Payables and other liabilities in the Consolidated Statements of Financial Condition.
Tax positions taken in tax years that remain open under the statute of limitations will be subject to examinations by tax authorities. With few exceptions, the Company is no longer subject to state or local examinations by tax authorities for tax years ended December 31, 2021 or prior.
146

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
The Company’s unrecognized tax benefits, excluding related interest and penalties, were (in thousands):
Year ended
December 31,
2025 2024
Unrecognized tax benefits—beginning of period $ 437  $ 421 
Increases on tax positions related to the current period —  47 
Decreases on tax positions related to prior periods (33) (31)
Unrecognized tax benefits—end of period $ 404  $ 437 

If recognized, the entire amount of the tax benefits disclosed above would reduce the Company’s annual effective tax rate. FOA does not believe that it will have a material increase or decrease in its unrecognized tax benefits during the coming year. Federal, state, and local income taxes paid were insignificant during the years ended December 31, 2025 and 2024 due to our taxable losses and the availability of net operating loss carryforwards.
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025, introducing tax law changes with various effective dates. The provisions in the Act do not have a material impact on our consolidated financial statements.
147

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
20. Business Segment Reporting
The following tables present financial information by segment (in thousands):

For the year ended December 31, 2025
Retirement Solutions Portfolio Management Total Reportable Segments Corporate and Other Eliminations Total
Portfolio interest income
Interest income $ —  $ 1,919,970  $ 1,919,970  $ —  $ —  $ 1,919,970 
Interest expense —  (1,659,210) (1,659,210) —  —  (1,659,210)
Net portfolio interest income —  260,760  260,760  —  —  260,760 
Other income (expense)
Net origination gains 226,068  —  226,068  —  —  226,068 
Gains on securitization of HECM tails, net —  45,365  45,365  —  —  45,365 
Fair value changes from model amortization —  (153,656) (153,656) —  —  (153,656)
Fair value changes from market inputs or model assumptions —  146,963  146,963  —  —  146,963 
Net fair value changes on loans and related obligations 226,068  38,672  264,740  —  —  264,740 
Fee income 26,914  3,072  29,986  —  (492) 29,494 
Non-funding interest expense, net —  —  —  (57,562) —  (57,562)
Net other income (expense) 252,982  41,744  294,726  (57,562) (492) 236,672 
Total revenues 252,982  302,504  555,486  (57,562) (492) 497,432 
Expenses
Salaries, benefits, and related expenses 92,016  15,019  107,035  38,735  —  145,770 
Loan production and portfolio related expenses 6,745  47,558  54,303  —  —  54,303 
Loan servicing expenses —  31,162  31,162  —  —  31,162 
Marketing and advertising expenses 48,572  —  48,572  36  —  48,608 
Amortization and depreciation 37,312  45  37,357  1,238  —  38,595 
General and administrative expenses 22,126  10,366  32,492  19,093  (492) 51,093 
Total expenses 206,771  104,150  310,921  59,102  (492) 369,531 
Other, net —  —  —  (14,804) —  (14,804)
Net income (loss) before taxes $ 46,211  $ 198,354  $ 244,565  $ (131,468) $ —  $ 113,097 
Total assets $ 214,601  $ 30,458,518  $ 30,673,119  $ 1,078,605  $ (1,018,426) $ 30,733,298 

148

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
For the year ended December 31, 2024
Retirement Solutions Portfolio Management Total Reportable Segments Corporate and Other Eliminations Total
Portfolio interest income
Interest income $ —  $ 1,905,214  $ 1,905,214  $ —  $ —  $ 1,905,214 
Interest expense —  (1,637,286) (1,637,286) —  —  (1,637,286)
Net portfolio interest income —  267,928  267,928  —  —  267,928 
Other income (expense)
Net origination gains 179,837  —  179,837  —  —  179,837 
Gains on securitization of HECM tails, net —  45,535  45,535  —  —  45,535 
Fair value changes from model amortization —  (201,101) (201,101) —  —  (201,101)
Fair value changes from market inputs or model assumptions —  55,924  55,924  —  —  55,924 
Net fair value changes on loans and related obligations 179,837  (99,642) 80,195  —  —  80,195 
Fee income 26,477  3,561  30,038  —  (492) 29,546 
Non-funding interest income, net —  —  —  16,695  —  16,695 
Net other income (expense) 206,314  (96,081) 110,233  16,695  (492) 126,436 
Total revenues 206,314  171,847  378,161  16,695  (492) 394,364 
Expenses
Salaries, benefits, and related expenses 83,448  15,513  98,961  39,399  —  138,360 
Loan production and portfolio related expenses 7,887  28,318  36,205  —  —  36,205 
Loan servicing expenses —  31,323  31,323  —  —  31,323 
Marketing and advertising expenses 39,337  41  39,378  51  —  39,429 
Amortization and depreciation 37,751  77  37,828  1,119  —  38,947 
General and administrative expenses 26,521  12,177  38,698  21,256  (492) 59,462 
Total expenses 194,944  87,449  282,393  61,825  (492) 343,726 
Impairment of other assets (291) —  (291) (600) —  (891)
Other, net (174) —  (174) (6,757) —  (6,931)
Net income (loss) before taxes $ 10,905  $ 84,398  $ 95,303  $ (52,487) $ —  $ 42,816 
Total assets $ 250,519  $ 28,877,278  $ 29,127,797  $ 1,343,803  $ (1,317,561) $ 29,154,039 

The Company has identified two reportable segments: Retirement Solutions and Portfolio Management. The Chief Operating Decision Maker (“CODM”) are certain officers of the Company, which include the Chief Executive Officer, Chief Financial Officer, and Chief Investment Officer. The CODM evaluates the performance of the Company’s segments based on net income (loss) before taxes. The CODM uses this reported measure along with periodic reviews of results and overall market activity to allocate resources to segments in the planning and forecasting process.
Retirement Solutions
Our Retirement Solutions segment conducts all of our Company’s loan origination activity, including the origination and acquisition of HECM loans and non-agency reverse mortgage loans through both the retail and third-party originator channels. The Retirement Solutions segment generates revenue from fees earned at the time of loan origination as well as from the initial estimate of net origination gains, with all originated loans accounted for at fair value. Once originated, the loans are transferred to our Portfolio Management segment, and any future fair value adjustments, including interest earned, on these originated loans are reflected in the revenues of our Portfolio Management segment until final disposition.
149

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Portfolio Management
Our Portfolio Management segment provides product development, loan securitization, loan sales, risk management, servicing oversight, and asset management services to the Company. Our Portfolio Management team acts as the connector between borrowers and investors. The direct connections to investors, provided primarily by our Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer, allow us to innovate and manage risk through better price and product discovery. Given our scale, we are able to work directly with investors and, where appropriate, retain assets on the balance sheet for attractive return opportunities. These retained investments are a source of growing and recurring interest and other servicing-related income. The Portfolio Management segment primarily generates revenue from the net interest income and fair value changes on portfolio assets, monetized through securitization, sale, or other financing of those assets.
Corporate and Other
Corporate and Other consists of our corporate services groups, which support the operations of our Company.
The Company’s segments are based upon the Company’s organizational structure which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on actual cost of services performed based on a direct resource utilization, estimate of percentage use for shared services, or headcount percentage for certain functions. Non-allocated corporate expenses include administrative costs of executive management and other corporate functions that are not directly attributable to the Company’s reportable segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties. To reconcile the Company’s consolidated results, certain inter-segment revenues and expenses are eliminated in the “Eliminations” column in the previous tables.

21. Liquidity and Capital Requirements
Compliance Requirements
FAR
As an issuer of HMBS, FAR is subject to minimum net worth, liquidity, and leverage requirements as well as minimum insurance coverage established by Ginnie Mae.
The minimum net worth required is $5.0 million plus 1% of FAR’s outstanding HMBS and unused commitment authority from Ginnie Mae. The liquidity requirement is for 20% of FAR’s required net worth to be in the form of cash or cash equivalent assets. The leverage requirement is to maintain a ratio of net worth to total assets of at least 6%.
As of December 31, 2025, FAR was in compliance with the minimum net worth, liquidity, capitalization levels, and insurance requirements of Ginnie Mae. The minimum net worth required of FAR by Ginnie Mae was $192.8 million as of December 31, 2025. FAR’s actual net worth calculated based on Ginnie Mae guidance was $567.3 million as of December 31, 2025. The minimum liquidity required of FAR by Ginnie Mae was $38.6 million as of December 31, 2025. FAR’s actual cash and cash equivalents were $64.7 million as of December 31, 2025. FAR’s actual ratio of net worth to total assets was below the Ginnie Mae requirement due to the Company’s determination that HECM loans transferred into HMBS as well as its HECM buyout and non-agency reverse mortgage loan securitizations do not meet the requirements of sale accounting and are not derecognized upon date of transfer. Based on this, FAR requested and received a waiver for the minimum outstanding capital requirements from Ginnie Mae. Therefore, FAR was in compliance with all Ginnie Mae requirements.
In addition, FAR is required to maintain both fidelity bond and errors and omissions insurance coverage at tiered levels based on the aggregate UPB of the loans serviced by FAR throughout the year. FAR is required to conduct compliance testing at least quarterly to ensure compliance with the foregoing requirements. As of December 31, 2025, FAR was in compliance with applicable requirements.
FOA Securities
Finance of America Securities LLC (“FOA Securities”), one of the operating service subsidiaries of Incenter, operates in a highly regulated environment and is subject to federal and state laws, SEC rules, and FINRA rules and guidance. Applicable laws and regulations restrict permissible activities and require compliance with a wide range of financial and customer-related protections. The consequences of noncompliance can include substantial monetary and nonmonetary sanctions. In addition, FOA Securities is subject to comprehensive examination by its regulators.
150

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
These regulators have broad discretion to impose restrictions and limitations on the operations of the Company and to impose sanctions for noncompliance. FOA Securities is subject to the SEC’s Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital. FOA Securities computes net capital under the alternative method. Under this method, the required minimum net capital is $250 thousand. As of December 31, 2025, FOA Securities was in compliance with the minimum net capital requirement.
Additionally, FOA Securities claims the exemption provision of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because FOA Securities’ other business activities are limited to (1) proprietary trading; (2) receiving transaction-based compensation for referring securities transactions to other broker-dealers; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4.

22. Concentrations of Risk
The Company’s activities are subject to significant risks and uncertainties, including management’s ability to adequately develop its service lines and acquire adequate customer and revenue bases, as well as overall market demand for its services. In addition, the Company engages in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
Financial instruments, which potentially subject the Company to credit risk, primarily consist of cash and cash equivalents, loans held for investment, loans held for sale, and retained bonds.
The Company invests its excess cash balances that may exceed federal insured limits with creditworthy financial institutions, primarily in accounts that are exposed to minimal interest rate and credit risk. The Company maintains multiple banking relationships with both national and regional banks and actively monitors the financial stability of such institutions to ensure they have sufficient capital to meet the Company’s funding needs and can withstand a sudden liquidity stress event or an unexpected significant amount of withdrawal requests submitted at the same time by multiple customers.
Credit risk is reduced by the Company’s underwriting standards, monitoring of pledged collateral, and other in-house monitoring procedures performed by management. The Company’s credit exposure for amounts due from investors is minimized since its policy is to sell mortgages only to highly reputable and financially sound financial institutions.
FAR originates, purchases, sells, securitizes, and services HECM loans. FAR is subject to approval of, and is heavily regulated by, federal and state regulatory agencies as a mortgage lender, Ginnie Mae issuer, broker, and servicer. The secondary market for the FHA-insured HECM loans is not assured. The program could be jeopardized if Congressional appropriations required in future years are not forthcoming, and consumer demand could decline if FHA actions reduce the initial principal limits available to borrowers.
FAR also originates non-agency reverse mortgage loans, which are not insured by the FHA.
FAR depends on its ability to securitize reverse mortgage loans, subsequent borrower draws, mortgage insurance premiums, service fees, and other advances, and would be adversely affected if the ability to access the secondary market were to be limited.
Reverse mortgage loans are sold or financed through one of the following methods: (i) sales or financing securitizations to or pursuant to programs sponsored by Ginnie Mae or (ii) sales or financing securitizations issued to private investors. The Company sold to or securitized with Ginnie Mae $1.1 billion and $1.0 billion of newly originated HECM loans for the years ended December 31, 2025 and 2024, respectively. The Company sold to or securitized with private investors $1.8 billion and $1.1 billion of reverse mortgage loans for the years ended December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 92% non-agency reverse mortgage loans and 8% HECM buyouts. For the year ended December 31, 2024, the reverse mortgage loan sales or financing securitizations issued to private investors consisted of 91% non-agency reverse mortgage loans and 9% HECM buyouts.
151

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Concentrations of credit risk associated with reverse mortgage loans are limited due to the large number of customers and their dispersion across many geographic areas. The following table presents the percentage of all reverse mortgage loans in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located, and is based on remaining UPB. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
December 31, 2025 December 31, 2024
California 44  % 44  %
Florida % %
New York % %
Colorado % %
Washington % %
Texas % %
Other 31  % 31  %
Total 100  % 100  %
A significant portion of the Company’s non-agency reverse mortgage loans are originated within the state of California. The Company’s non-agency reverse mortgage loan concentration, based on remaining UPB, is presented in the following table. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
December 31, 2025 December 31, 2024
California 72  % 74  %
Other 28  % 26  %
Total 100  % 100  %
The following table presents the percentage of reverse mortgage loans in the Consolidated Statements of Financial Condition that are insured by the FHA compared to non-agency reverse mortgages.
December 31, 2025 December 31, 2024
Agency 66  % 68  %
Non-agency 34  % 32  %
Total 100  % 100  %
Loans previously repurchased out of a HMBS that were subsequently securitized contain limited concentrations of credit risk due to the dispersion across many geographic areas. The following table presents the percentage of securitized HECM buyouts in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located, and is based on remaining UPB. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.
December 31, 2025 December 31, 2024
New York 22  % 23  %
California 12  % %
Texas 10  % 10  %
Florida % %
Pennsylvania % %
Puerto Rico % %
Other 40  % 40  %
Total 100  % 100  %

152

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
23. Related Party Transactions
Promissory Notes
On August 4, 2025, the Company’s two outstanding Working Capital Promissory Notes with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC (“LFH”), which are deemed affiliates of the Company, were repaid and terminated in full in accordance with the terms of the Working Capital Promissory Notes. The Working Capital Promissory Notes had outstanding amounts of $85.0 million as of December 31, 2024, recorded within Notes payable in the Consolidated Statements of Financial Condition. The Company paid $8.5 million and $11.7 million of interest related to the Working Capital Promissory Notes for the years ended December 31, 2025 and 2024, respectively.
Additionally, on August 4, 2025, FAR entered into the unsecured LFH Promissory Note, which provides for an uncommitted revolving facility of up to $20.0 million. The LFH Promissory Note accrues interest monthly at a rate of 10% per annum and matures on August 4, 2026. The LFH Promissory Note had an outstanding amount of $20.0 million as of December 31, 2025, recorded within Notes payable in the Consolidated Statements of Financial Condition. The Company paid $0.4 million of interest related to the LFH Promissory Note during the year ended December 31, 2025.
Secured Notes and 2025 Unsecured Notes
In November 2020, LFH purchased a portion of the 2025 Unsecured Notes. In October 2024, the related party exchanged all of their 2025 Unsecured Notes for Secured Notes. The Company recognized a $12.7 million gain for the year ended December 31, 2024, on the extinguishment of the notes exchanged with LFH, which is included in Non-funding interest income (expense), net, in the Consolidated Statements of Operations.
The Company had $67.1 million and $77.3 million of Secured Notes due to LFH as of December 31, 2025 and 2024, respectively, recorded within Notes payable in the Consolidated Statements of Financial Condition. Additionally, the Company paid $6.8 million of interest to LFH related to the Secured Notes during the year ended December 31, 2025, and paid $6.7 million of interest related to the Secured Notes and 2025 Unsecured Notes during the year ended December 31, 2024. Refer to Note 13 - Notes Payable for additional information.
Repurchase Agreement
On August 4, 2025, the Company entered into a repurchase agreement (the “Repurchase Agreement”) with FOA Equity, Blackstone Tactical Opportunities Associates - NQ L.L.C., BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership - NQ ESC L.P., and BTO Urban Holdings II L.P. (collectively, the “Blackstone Investor”), which were deemed affiliates of the Company. Pursuant to the Repurchase Agreement, the Company was to purchase (the “Repurchase”) all of the Blackstone Investor’s shares of Class A Common Stock of the Company, Class B Common Stock of the Company (the “Class B Common Stock”), Class A LLC Units, and rights to receive shares of Class A Common Stock and Class A LLC Units pursuant to the Transaction Agreement, dated as of October 12, 2020 (the “Earnout Rights” and, together with such shares of Class A Common Stock, shares of Class B Common Stock, and Class A LLC Units, the “Sold Equity”), and the Tax Receivable Agreement, dated April 1, 2021 (the “Blackstone Tax Receivable Agreement”), between the Company and the Blackstone Investor was to be terminated. Each share of Class A Common Stock and each Class A LLC Unit was to be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were to be purchased for no additional consideration, for total consideration of $80,298,170.
On November 13, 2025, the Company entered into an amended and restated version of the Repurchase Agreement with FOA Equity and the Blackstone Investor (the “Amended and Restated Repurchase Agreement”). Pursuant to the Amended and Restated Repurchase Agreement, the consummation of the Repurchase was expected to occur across two closings, referred to as the “First Closing” and the “Second Closing” (each, a “Closing”). The First Closing occurred on December 4, 2025, when the Company repurchased $40.1 million of the Sold Equity, or 1,596,142 shares of Class A Common Stock and 2,418,767 Class A LLC Units, in accordance with the Amended and Restated Repurchase Agreement. The Second Closing occurred on February 27, 2026, when the Company repurchased the remaining Sold Equity not repurchased at the First Closing (the “Second Closing Sold Equity”). Each share of Class A Common Stock and each Class A LLC Unit was purchased at the Second Closing for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights were purchased for no consideration, as was contemplated in the Repurchase Agreement. However, such price for the Class A Common Stock and the Class A LLC Units was, for the Second Closing Sold Equity, increased by a fixed per annum rate equal to 15.00% accruing monthly from the date of the First Closing. Each Closing was subject to customary conditions and the First Closing was subject to the receipt of a customary opinion.
153

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Upon the completion of the Second Closing, the Blackstone Tax Receivable Agreement was terminated. Refer to Note 27 - Subsequent Events for additional information.
The remaining obligation as of December 31, 2025, related to the Second Closing Sold Equity, is recorded as Repurchase agreement obligation in the Consolidated Statements of Financial Condition, and equity is reduced as presented in the Consolidated Statements of Equity. In connection with the First Closing, the Company retired the repurchased Class A Common Stock by December 31, 2025.

24. Condensed Financial Information (Parent Company Only)
Finance of America Companies Inc.
(Parent Company Only)
Condensed Statements of Financial Condition
(in thousands, except share data)
December 31, 2025 December 31, 2024
ASSETS
Investment in subsidiaries $ 334,109  $ 262,137 
Receivable from FOA Equity(1)
16,139  — 
Convertible note due from FOA Equity, at fair value 53,800  — 
TOTAL ASSETS $ 404,048  $ 262,137 
LIABILITIES AND EQUITY
Convertible Notes, at fair value (Note 13 - Notes Payable)
$ 53,800  $ — 
Payables and other liabilities 10,046  6,652 
Repurchase agreement obligation (Note 23 - Related Party Transactions)(1)
16,139  — 
TOTAL LIABILITIES 79,985  6,652 
EQUITY
Preferred Stock, $0.0001 par value; 600,000,000 shares authorized; 50,000 and 0 shares issued and outstanding
—  — 
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 9,921,336 and 10,360,299 shares issued, and 7,899,344 and 9,934,449 shares outstanding
Additional paid-in capital 977,816  954,469 
Accumulated deficit (653,660) (698,895)
Accumulated other comprehensive loss (94) (90)
TOTAL EQUITY 324,063  255,485 
TOTAL LIABILITIES AND EQUITY $ 404,048  $ 262,137 
(1) This relates solely to the Amended and Restated Repurchase Agreement for the Parent Company. Refer to Note 23 - Related Party Transactions for additional information regarding the Company’s $40.6 million obligation to the Blackstone Investor as of December 31, 2025.

154

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Finance of America Companies Inc.
(Parent Company Only)
Condensed Statements of Operations and Comprehensive Income
(in thousands)
Year ended
December 31,
2025 2024
OTHER, NET $ 125  $ 1,654 
NET INCOME BEFORE INCOME TAXES 125  1,654 
Provision for income taxes applicable to Parent Company 3,519  2,411 
NET LOSS (3,394) (757)
Equity in undistributed income from subsidiaries 48,629  16,245 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST 45,235  15,488 
Other comprehensive loss (4) (11)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST $ 45,231  $ 15,477 

As disclosed in Note 1 - Organization and Description of Business, FOA (or the “Parent Company”) is a financial holding company and has a controlling interest in FOA Equity. During the year ended December 31, 2025, the Parent Company issued Convertible Notes and Preferred Stock to unaffiliated third parties (refer to Note 13 - Notes Payable and Note 26 - Equity, respectively, for additional information). Concurrently with these issuances, the Parent Company entered into agreements with FOA Equity that provided for the transfer of the related proceeds from the Parent Company to FOA Equity. The Parent Company did not have any cash as of December 31, 2025 or 2024. Therefore, Condensed Statements of Cash Flows have not been presented. Management determined which assets and liabilities were to be used by the operating subsidiaries, and these amounts have been appropriately excluded from the Parent Company Condensed Statements of Financial Condition presented above. Changes in these balances are reflected as additional contributions and distributions from FOA Equity in the period in which they occur, and had no impact on any cash balances that may have otherwise been maintained at the Parent Company.
Basis of Presentation
The Parent Company financial statements should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto. The Parent Company follows the same accounting policies as disclosed in Note 2 - Summary of Significant Accounting Policies to the Company’s consolidated financial statements. For purposes of this condensed financial information, the Company’s consolidated subsidiaries are recorded based upon its proportionate share of the subsidiaries’ net assets (similar to presenting them on the equity method).
Since restricted net assets of the Parent Company and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed Parent Company financial statements have been prepared in accordance with Rule 12-04 Schedule 1 of Regulation S-X.
Dividends from Subsidiaries
There were no cash dividends paid to the Parent Company from the consolidated subsidiaries during the years ended December 31, 2025 and 2024.

155

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
25. Earnings (Loss) Per Share
The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share (in thousands, except share data):
Year ended
December 31,
2025 2024
Basic earnings (loss) per share:
Numerator
Net income from continuing operations $ 109,578  $ 40,418 
Less: Net income from continuing operations attributable to noncontrolling interest(1)(2)
61,355  22,922 
Less: Preferred Stock dividends(3)
196  — 
Net income from continuing operations attributable to holders of Class A Common Stock - basic $ 48,027  $ 17,496 
Net loss from discontinued operations $ (6,539) $ (4,727)
Less: Net loss from discontinued operations attributable to noncontrolling interest(1)(2)
(3,551) (2,719)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic $ (2,988) $ (2,008)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic(2)
9,537,237  9,850,903 
Basic earnings (loss) per share
Continuing operations $ 5.04  $ 1.78 
Discontinued operations (0.32) (0.21)
Basic earnings per share
$ 4.72  $ 1.57 
(1) The Class A LLC Units, held by certain unitholders (the “Equity Capital Unitholders”), comprise the noncontrolling interest in the Company. Therefore, the numerator was adjusted to reduce net income (loss) by the amount of net income (loss) attributable to noncontrolling interest.

Additionally, the Class B Common Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. The Class B Common Stock has not been included in either the basic or diluted earnings (loss) per share calculations.

(2) The net income (loss) attributable to noncontrolling interest and the weighted average shares of Class A Common Stock outstanding were both affected by the Repurchase Agreement for the year ended December 31, 2025. Refer to Note 23 - Related Party Transactions for additional information.

(3) The numerator for continuing operations was adjusted to reduce net income by the Preferred Stock dividends. The Preferred Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. Refer to Note 26 - Equity for additional information.


156

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
Year ended
December 31,
2025 2024
Diluted earnings (loss) per share:
Numerator
Net income from continuing operations attributable to holders of Class A Common Stock - basic $ 48,027  $ 17,496 
Reallocation of net income from continuing operations assuming exchange or conversion of Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock(1)
49,130  14,260 
Exchangeable Secured Notes interest expense, net(2)
9,022  — 
Convertible Notes fair value adjustment, net(3)
—  — 
Preferred Stock dividends(4)
—  — 
Net income from continuing operations attributable to holders of Class A Common Stock - diluted $ 106,179  $ 31,756 
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic $ (2,988) $ (2,008)
Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1)
(2,604) (2,033)
Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted $ (5,592) $ (4,041)
Denominator
Weighted average shares of Class A Common Stock outstanding - basic 9,537,237  9,850,903 
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(5)
11,337,959  13,336,437 
Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2)
5,337,928  — 
Assumed conversion of Convertible Notes for shares of Class A Common Stock(3)
—  — 
Assumed conversion of Preferred Stock for shares of Class A Common Stock(4)
—  — 
Additional dilutive shares under the treasury stock method(6)
717,621  218,893 
Weighted average shares of Class A Common Stock outstanding - diluted(7)
26,930,745  23,406,233 
Diluted earnings (loss) per share
Continuing operations $ 3.94  $ 1.36 
Discontinued operations (0.20) (0.18)
Diluted earnings per share
$ 3.74  $ 1.18 
(1) For the years ended December 31, 2025 and 2024, this adjustment assumes the reallocation of noncontrolling interest income (loss), on an after-tax basis, resulting from the assumed exchange or conversion, if dilutive, of all outstanding Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock into shares of Class A Common Stock of FOA as of the beginning of each respective period or, if later, the applicable issuance date. The adjustment is calculated using the if-converted method for diluted earnings (loss) per share.

The assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock was dilutive for the years ended December 31, 2025 and 2024. Accordingly, reallocation adjustments of $41.5 million and $14.3 million to net income from continuing operations attributable to the controlling interest were included in the numerator of diluted earnings per share for the years ended December 31, 2025 and 2024, respectively.

The assumed exchange of all Exchangeable Secured Notes outstanding for shares of Class A Common Stock was dilutive for the year ended December 31, 2025. Accordingly, a reallocation adjustment of $7.6 million to net income from continuing
157

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
operations attributable to the controlling interest was included in the numerator of diluted earnings per share for the year ended December 31, 2025.

The assumed conversion of all Convertible Notes outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $1.0 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.

The assumed conversion of all Preferred Stock outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $0.1 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.

(2) As the Exchangeable Secured Notes are participating securities, the Company calculates diluted earnings per share assuming their exchange for shares of Class A Common Stock of FOA using the more dilutive of either the if-converted method or the two-class method. If dilutive, interest expense attributable to the controlling interest related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, is added back to the numerator of diluted earnings per share from continuing operations.
The Company, in its discretion, may elect to settle any exchange of the Exchangeable Secured Notes, in part or in whole, by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange. If dilutive, the denominator of diluted earnings per share assumes that all Exchangeable Secured Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Exchangeable Secured Notes.

The Company had 5,337,928 and 904,239 potentially dilutive shares related to the Exchangeable Secured Notes for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares related to the Exchangeable Secured Notes were anti-dilutive for the year ended December 31, 2024 and were excluded from the computation of diluted earnings per share. Accordingly, $2.1 million of interest expense related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, was not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2024.

(3) As the Convertible Notes are not participating securities, the Company calculates diluted earnings per share assuming their conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the fair value adjustment related to the Convertible Notes, net of income tax effects, is reversed from the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Convertible Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Convertible Notes.

The Company had 913,242 potentially dilutive shares related to the Convertible Notes for the year ended December 31, 2025. The potentially dilutive shares related to the Convertible Notes were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, the $5.7 million fair value adjustment, net of income tax effects, was not reversed from the numerator in calculating diluted earnings per share for the year ended December 31, 2025.

(4) As the Preferred Stock is not a participating security, the Company calculates diluted earnings per share assuming its conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the Preferred Stock dividends are added back to the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Preferred Stock was converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Preferred Stock.

The Company had 66,536 potentially dilutive shares related to the Preferred Stock for the year ended December 31, 2025. The potentially dilutive shares related to the Preferred Stock were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, $0.2 million of Preferred Stock dividends were not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2025.

(5) The exchange agreement between FOA, FOA Equity, and the Equity Capital Unitholders (the “Exchange Agreement”) allows for the exchange of Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, on a one-for-one basis for shares of Class A Common Stock of FOA. For the years ended December 31, 2025 and 2024, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method to reflect the provisions of the Exchange Agreement and assumes the Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, exchange their Class A LLC Units on a one-for-one basis for shares of Class A Common Stock of FOA.
158

Finance of America Companies Inc.
Notes to Consolidated Financial Statements

(6) The Company had 717,621 and 218,893 dilutive shares from RSUs under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The Company had 1,490,000 and 720,000 potentially dilutive shares from options under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares from options were anti-dilutive for the years ended December 31, 2025 and 2024 and were excluded from the computation of diluted earnings per share.
(7) As part of the acquisition of certain assets and liabilities from AAG/Bloom, there were originally two forms of contingently issuable Class A LLC Units: 705,841 Class A LLC Units that were equity classified and indemnity holdback units totaling up to 714,226 Class A LLC Units that were originally liability classified.

On October 29, 2024, FOA Equity issued 705,841 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. The diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on a one-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period.

On March 31, 2025, related to the indemnity holdback units, FOA Equity issued 102,611 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. For the year ended December 31, 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on a one-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period. These indemnity holdback Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the year ended December 31, 2024.

The remaining Class A LLC Units that may be issued to AAG/Bloom on March 31, 2026 is dependent on the dollar amount of indemnified claims FOA pays out on behalf of AAG/Bloom related to litigation liabilities and indemnifiable loan losses. These Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the years ended December 31, 2025 and 2024.

26. Equity
Preferred Stock
On December 15, 2025 (the “Closing Date”), the Company issued and sold 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), to certain investment funds at a price of $1,000 per share, for an aggregate purchase price of $50.0 million. The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock (together, the “Common Stock”) with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.
The holders of the Preferred Stock are entitled to cumulative dividends, payable in cash quarterly in arrears, at an initial annual rate of 9.0%, which increases to 12.0% on the seventh anniversary of the Closing Date, and by 1.0% on each anniversary of the Closing Date thereafter until reaching a maximum annual rate of 16.0%.
Shares of the Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations, into shares of Class A Common Stock at a rate equal to (i) $1,000 divided by (ii) the conversion price, and a cash payment for accrued and unpaid dividends, cash in lieu of fractional shares and, in certain circumstances, dividend catch-up payments relating to dividends on other equity. The initial conversion price is $35.00, subject to certain anti-dilution adjustments and adjustments for Delayed Redemption Elections (as defined below). On each of the seventh, eighth, and tenth anniversaries of the Closing Date, the conversion price then in effect will be reduced by 15%.
The holders of shares of the Preferred Stock are entitled to vote on an as-converted basis with the holders of shares of Common Stock as a single class, provided that no holder will be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. The holders of shares of the Preferred Stock are entitled to vote as a separate class with respect to, among other things, certain amendments to the Company’s organizational documents that have a materially adverse and disproportionate effect on the Preferred Stock.
At any time on or following the fourth anniversary of the Closing Date, the Company may redeem all of the Preferred Stock for a per share amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and unpaid dividends. Holders representing a majority of the Preferred Stock may elect to extend (a “Delayed Redemption Election”) the applicable expiration of the non-call period for one year up to three times, provided that the non-call period cannot be extended past the seventh anniversary of the Closing Date.
159

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
In the event of such a valid Delayed Redemption Election, the applicable conversion price will increase up to a maximum conversion price of $39.99 per share of Preferred Stock.
If any shares of Preferred Stock remain outstanding as of the seventh anniversary of the Closing Date, the holders of the Preferred Stock will have the right to designate an individual to serve on the Company’s Board of Directors or, at the Preferred Stock holders’ discretion, a non-voting board observer.
As of December 31, 2025, there were 50,000 shares of Preferred Stock issued and outstanding.
Class A Common Stock
As of December 31, 2025, there were 9,921,336 shares of Class A Common Stock issued, consisting of 7,899,344 shares outstanding, 1,596,142 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information), and 425,850 unvested shares that are subject to vesting and forfeiture in accordance with a sponsor earnout agreement with certain equity holders. The 425,850 unvested shares of Class A Common Stock are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” if, and when, they become vested. The holders of the 7,899,344 outstanding shares of Class A Common Stock represent the controlling interest of the Company.
Pursuant to the A&R MLTIP, certain equity holders of FOA and FOA Equity are obligated to deliver a number of shares of Class A Common Stock and Class A LLC Units for RSU awards granted by the Company. These equity holders did not deliver any shares of Class A Common Stock or Class A LLC Units to the Company in connection with FOA’s settlement of LTIP RSUs into shares of Class A Common Stock during the year ended December 31, 2025. During the year ended December 31, 2024, these equity holders delivered 18,739 shares of Class A Common Stock and 110,949 Class A LLC Units to the Company in satisfaction of such settlement. The delivery of shares of Class A Common Stock and Class A LLC Units to the Company offset the gross award of RSUs settled. Pursuant to the A&R MLTIP, the potential future settlement of the Earnout Right RSUs outstanding as of December 31, 2025 (refer to Note 16 - Equity-Based Compensation for additional information) will also be funded by the delivery of Class A Common Stock and Class A LLC Units from certain equity holders of FOA and FOA Equity.
During the years ended December 31, 2025 and 2024, the Company elected to retire 184,546 and 141,093 shares, respectively, offsetting RSUs withheld to fund employee payroll taxes and instead funded those taxes with operating cash.
Pursuant to the Exchange Agreement, the Equity Capital Unitholders may elect to exchange their Class A LLC Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. During the years ended December 31, 2025 and 2024, in connection with FOA’s settlement of the exchange of Class A LLC Units for shares of Class A Common Stock and pursuant to the Exchange Agreement, certain Equity Capital Unitholders delivered 775,025 and 205 Class A LLC Units, respectively, to the Company in exchange for the same number of shares of Class A Common Stock, respectively, in satisfaction of such settlement.
Class B Common Stock
As of December 31, 2025, there were 14 shares of Class B Common Stock issued, consisting of 12 shares outstanding and 2 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information). Certain holders of Class B Common Stock also hold Class A LLC Units. The Class B Common Stock, par value $0.0001 per share, has no economic rights but entitles each holder of at least one such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of Class A LLC Units held by such holder on all matters on which Class A Common Stock holders are entitled to vote. During the year ended December 31, 2025, the Company retired one 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 a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Equity Capital Unitholders’ ownership of Class A LLC Units represents the noncontrolling interest of the Company, which is accounted for as permanent equity in the Consolidated Statements of Financial Condition.
160

Finance of America Companies Inc.
Notes to Consolidated Financial Statements
As of December 31, 2025, there were 16,281,165 Class A LLC Units outstanding. Of the 16,281,165 Class A LLC Units outstanding, 7,899,344 relate to the Class A Common Stock shareholders and 8,381,821 are held by the noncontrolling interest of the Company.
During the years ended December 31, 2025 and 2024, FOA Equity issued 102,611 and 705,841 Class A LLC Units, respectively, to AAG/Bloom related to the acquisition of certain assets and liabilities from AAG/Bloom. Refer to Note 25 - Earnings (Loss) Per Share for additional information.
Class B Units
On November 12, 2025, pursuant to the terms of the Omnibus Incentive Plan, the Company adopted the form of Class B Unit Grant Notice and Class B Unit Agreement. The incentive units contemplated by such form are a new class of units of FOA Equity (the “Class B Units” or “Incentive Units”) that automatically convert into Class A LLC Units upon vesting.
The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Incentive Plan), subject to the officer’s continued employment on the vesting date. Upon vesting, the Incentive Units will convert into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Company’s Class A Common Stock as of the vesting date over the closing price of the Company’s Class A Common Stock on the date of grant. Upon vesting and converting into Class A LLC Units, each such Class A LLC Unit will be immediately exchangeable for a share of the Company’s Class A Common Stock on a one-for-one basis. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant.
Additionally, on November 12, 2025, the Company granted a total of 2,000,000 Incentive Units to certain officers of the Company, in recognition of their leadership and service to the Company. The Class B Units are not vested as of December 31, 2025 and there is no impact to the consolidated financial statements as of and for the year ended December 31, 2025.
Repurchase Agreement
During the year ended December 31, 2025, the Company entered into the Amended and Restated Repurchase Agreement with certain affiliates to repurchase shares of Class A Common Stock of the Company, Class B Common Stock of the Company, and Class A LLC Units. Refer to Note 23 - Related Party Transactions for additional information.

27. Subsequent Events
On February 27, 2026, the Company completed the Second Closing of the Amended and Restated Repurchase Agreement with the Blackstone Investor. Each share of Class A Common Stock and each Class A LLC Unit was purchased at the Second Closing for $10.00 per share or Class A LLC Unit, plus an amount equal to a fixed per annum rate of 15.00% on the Second Closing Sold Equity. The shares of Class B Common Stock and Earnout Rights were purchased for no additional consideration. Refer to Note 23 - Related Party Transactions for additional information.
161


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with U.S. GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2025.
BDO USA, P.C., the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting as of December 31, 2025.
Remediated Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As previously reported, in May 2025, errors were identified in the classification and presentation of amounts associated with certain nonrecourse securitization transactions in the Company’s Consolidated Statements of Cash Flows and the related disclosures within the Notes to Consolidated Financial Statements for the year ended December 31, 2024, and quarterly unaudited condensed consolidated financial statements for the quarterly periods ended September 30, 2024, June 30, 2024, and March 31, 2024.
162


Due to the material errors in the classification and presentation of the Company’s Consolidated Statements of Cash Flows and the related disclosures within the Notes to Consolidated Financial Statements, management concluded that a material weakness in our internal control over financial reporting existed as of December 31, 2024.
We identified the control over the preparation and review of the consolidated cash flow statements did not operate effectively in order to prevent or detect the material errors in the classification and presentation of cash flow activities with respect to nonrecourse securitization transactions. As of December 31, 2025, we completed the execution of the following remediation activities, including testing of the design and concluding on the operating effectiveness of the related controls:
a.Enhanced control documentation to strengthen the control operating effectiveness and execution consistency of the control over cash flow statement presentation related to nonrecourse debt securitization transactions.
b.Enhanced understanding of requirements of Accounting Standards Codification 230, Cash Flows, through additional training of accounting and financial reporting personnel responsible for preparing and reviewing the consolidated statement of cash flows.
Our remediation efforts previously described in Item 9A of our Annual Report on Form 10-K/A for the year ended December 31, 2024 to address the identified material weakness have been completed and management has determined that the new or redesigned controls are operating effectively as of December 31, 2025. We believe the steps taken have improved the effectiveness of our internal control over financial reporting and have appropriately remediated the previously identified material weakness.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above in this Item 9A, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



163


Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors
Finance of America Companies Inc.
Plano, Texas

Opinion on Internal Control over Financial Reporting
We have audited Finance of America Companies Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years then ended, and the related notes and our report dated March 13, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.
Philadelphia, Pennsylvania
March 13, 2026
164


Item 9B. Other Information
Trading Plans
During the quarter ended December 31, 2025, the following Section 16 officer adopted a Rule 10b5-1 trading arrangement. No other directors or Section 16 officers informed us of the adoption, modification, or termination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
•On December 22, 2025, Jeremy E. Prahm, Chief Investment Officer of FOA, adopted a trading plan intended to satisfy the affirmative defenses of Rule 10b5-1(c). The trading plan provides for the sale of 173,294 shares of Company Class A Common Stock over a period ending on April 19, 2027.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
165


Part III

Item 10. Directors, Executive Officers and Corporate Governance
The Company has adopted an insider trading compliance policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as the Company itself. Refer to Exhibit 19.1 to this Annual Report on Form 10-K for our insider trading compliance policy.
The remaining information required by Item 10 will be included in our Definitive Proxy Statement for the 2026 Annual Stockholder Meeting (the “Proxy Statement”), to be filed within 120 days after the end of our 2025 fiscal year, and is incorporated herein by reference.

Item 11. Executive Compensation
The information required by Item 11 will be included in our Proxy Statement, to be filed within 120 days after the end of our 2025 fiscal year, and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in our Proxy Statement, to be filed within 120 days after the end of our 2025 fiscal year, and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in our Proxy Statement, to be filed within 120 days after the end of our 2025 fiscal year, and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in our Proxy Statement, to be filed within 120 days after the end of our 2025 fiscal year, and is incorporated herein by reference.

166


Part IV

Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Financial Statements - our consolidated financial statements are included in Part II, Item 8.
(2) Financial Statement Schedules - all financial statement schedules have been omitted because they are not applicable, not material, or because the information required is already included in the consolidated financial statements or the notes thereto.
(3) Exhibits - the exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
Incorporated by Reference
Filed or Furnished Herewith
Exhibit
Number
Description
Form
Exhibit
Filing Date
2.1
8-K
2.1
4/7/2021
2.2
8-K
2.2
4/7/2021
2.3
8-K
2.3
4/7/2021
2.4
8-K
2.4
4/7/2021
3.1
8-K
3.2
4/7/2021
3.2
8-K
3.1
7/26/2024
3.3
8-K
3.1 12/17/2025
3.4
8-K
3.3
4/7/2021
4.1 8-K 4.1 4/7/2021
4.2 8-K 4.2 4/7/2021
4.3 8-K 4.3 4/7/2021
4.4 X
167


4.5 8-K 4.2 11/4/2024
4.6 10-K 4.9 3/14/2025
4.7
8-K
4.1 10/21/2025
4.8 8-K 4.3 11/4/2024
4.9 10-K 4.11 3/14/2025
4.10
8-K
4.2 10/21/2025
4.11 8-K 4.4 11/4/2024
4.12
8-K
4.1 8/5/2025
10.1 8-K 10.1 4/7/2021
10.2


8-K 10.2 4/7/2021
10.3 8-K 10.3 4/7/2021
168


10.4 X
10.5 8-K 10.5 4/7/2021
10.6 8-K 10.7 4/7/2021
10.7 8-K 10.11 4/7/2021
10.8† 8-K 10.8 4/7/2021
10.9† 8-K 10.9 4/7/2021
10.10† 8-K 10.10 4/7/2021
10.10.1† 10-Q 10.11 8/16/2021
10.10.2† 10-K 10.10.2 3/15/2022
10.10.3† 10-K 10.10.3 3/15/2022
10.10.4† 8-K 10.13 4/7/2021
10.10.5† 8-K 10.14 4/7/2021
10.10.6† 10-Q 10.1 11/8/2024
10.10.7† 10-Q 10.7 11/13/2025
10.10.8† 10-Q 10.9 11/13/2025
10.11† 10-Q 10.2 11/9/2022
10.11.1† S-8 4.4 8/18/2023
10.12 10-K 10.16 3/16/2023
169


10.13 10-K 10.17 3/16/2023
10.14 10-K 10.18 3/16/2023
10.15 10-K 10.19 3/16/2023
10.16 10-K 10.20 3/16/2023
10.17 8-K 2.6 4/3/2023
10.18 8-K 10.1 4/3/2023
10.19 8-K 10.1 11/4/2024
10.20


8-K
10.4 8/5/2025
10.21


8-K
10.2 8/5/2025
10.22†† X
10.23†† X
10.24 8-K 10.1 12/15/2025
10.25 8-K 10.1 12/17/2025
19.1 10-K 19.1 3/14/2025
21.1 X
23.1 X
170


31.1 X
31.2 X
32.1 X
32.2 X
97.1 10-K 97.1 3/15/2024
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document). X
Management contract or compensatory plan or arrangement.
†† Confidential portions have been omitted.
Certain agreements and other documents filed as exhibits to this Form 10-K contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.

Item 16. Form 10-K Summary
None.
171


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Finance of America Companies Inc.
Date: March 13, 2026
By: /s/ Graham A. Fleming
Graham A. Fleming
Chief Executive Officer
(Principal Executive Officer)
172



Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:
March 13, 2026
By: /s/ Graham A. Fleming
Graham A. Fleming
Chief Executive Officer
(Principal Executive Officer)
Date:
March 13, 2026
By: /s/ Matthew A. Engel
Matthew A. Engel
Chief Financial Officer
(Principal Financial Officer)
Date:
March 13, 2026
By: /s/ Tai A. Thornock
Tai A. Thornock
Chief Accounting Officer
(Principal Accounting Officer)
Date:
March 13, 2026
By: /s/ Brian L. Libman
Brian L. Libman
Chairman of the Board of Directors
Date:
March 13, 2026
By: /s/ Norma C. Corio
Norma C. Corio
Director
Date:
March 13, 2026
By: /s/ Andrew Essex
Andrew Essex
Director
Date:
March 13, 2026
By: /s/ Cory S. Gardner
Cory S. Gardner
Director
Date:
March 13, 2026
By: /s/ Tyson A. Pratcher
Tyson A. Pratcher
Director
Date:
March 13, 2026
By: /s/ Lance N. West
Lance N. West
Director
173
EX-4.4 2 exhibit44-q42025descriptio.htm EX-4.4 Document
Exhibit 4.4
DESCRIPTION OF CAPITAL STOCK

The following description provides a summary of the Class A Common Stock, Class B Common Stock, Series A Preferred Stock, preferred stock and Warrants of Finance of America Companies Inc. ("we," "our," or the "Company"). This summary is subject to the General Corporation Law of the State of Delaware (the “DGCL”) and the complete text of our Amended and Restated Certificate of Incorporation (as amended, the “Charter”), including the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”), and Amended and Restated Bylaws (the “Bylaws”). We encourage you to read that law and those documents carefully.

Authorized and Outstanding Stock

Our Charter authorizes the issuance of up to a total of 6,601,000,000 shares, divided as follows: (i) 6,000,000,000 shares of Class A Common Stock, par value $0.0001 per share, (ii) 1,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iii) 600,000,000 undesignated shares of preferred stock, par value $0.0001 per share. Our Board of Directors (the “Board”) may establish the rights and preferences of the preferred stock from time to time.

Class A Common Stock

Except as otherwise required by applicable law or as provided in the Charter, the holders of Class A Common Stock are entitled to one vote per share on matters to be voted on by stockholders generally or by holders of Class A Common Stock as a separate class.

Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any other outstanding class or series of stock of the Company, holders of Class A Common Stock are entitled to receive such dividends and distributions, if any, as may be declared from time to time by our Board in its discretion out of funds legally available therefor.

In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, after payment in full of all amounts required to be paid to creditors and subject to the rights of holders of preferred stock having liquidation preferences, if any, the holders of Class A Common Stock are entitled to receive pro rata the Company’s remaining assets available for distribution.

Class B Common Stock

The shares of Class B Common Stock have no economic rights but entitle each holder, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes equal to the product of the total number of limited liability company interests (“FOA Units”) in Finance of America Equity Capital LLC held by such person multiplied by the number of shares of Class A Common Stock for which a FOA Unit is entitled to be exchanged at such time (the “Exchange Rate”), on all matters to be voted on by stockholders generally or by holders of Class B Common Stock as a separate class. The Exchange Rate is 1 for 1, and is subject to adjustment. The voting power afforded to holders of FOA Units by their shares of Class B Common Stock automatically and correspondingly is reduced or increased as the number of FOA Units held by such holder of Class B Common Stock decreases or increases. For example, if a holder of Class B Common Stock holds 1,000 FOA Units as of the record date for determining stockholders of the Company that are entitled to vote on a particular matter, such holder will be entitled by virtue of such holder’s Class B Common Stock to 1,000 votes on such matter. If, however, such holder were to hold 500 FOA Units as of the relevant record date, such holder would be entitled by virtue of such holder’s Class B Common Stock to 500 votes on such matter.

Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters submitted to a vote of the stockholders generally. Notwithstanding the foregoing, to the fullest extent permitted by law, holders of common stock have no voting power with respect to, and are not be entitled to vote on, any amendment to the Charter that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Company’s organizational documents or pursuant to the DGCL.




Holders of Class B Common Stock are not entitled to receive any dividends or distributions on account of such shares.

Holders of Class B Common Stock are not entitled to receive any of our assets on account of such shares in the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up. Shares of Class B Common Stock are not convertible into or exchangeable for shares of Class A Common Stock or any other security.

Preferred Stock

Our Charter authorizes the Board to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, and subject to the terms of the Charter, the authorized shares of preferred stock are available for issuance without further action by holders of Class A Common Stock or Class B Common Stock. The Board is able to determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof.

The Board could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of Class A Common Stock might believe to be in their best interests or in which the holders of Class A Common Stock might receive a premium over the market price of the shares of Class A Common Stock. Additionally, the issuance of preferred stock may adversely affect the rights of holders of our Class A Common Stock by restricting dividends on the Class A Common Stock, diluting the voting power of the Class A Common Stock or subordinating the rights of the Class A Common Stock to distributions upon a liquidation, dissolution or winding up or other event. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of Class A Common Stock.

The Series A Preferred Stock, par value $0.0001 per share, is our only outstanding series of preferred stock. The Series A Preferred Stock ranks senior to the Class A Common Stock and the Class B Common Stock (collectively, “Common Stock”), with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. In the event of (i) any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, (ii) certain “change of control” transactions or (iii) upon the occurrence of certain “events of default,” the Company may not make or set aside any distribution or payment out of the assets of the Company in respect of Common Stock or other equity securities ranking junior in right of payment to the Series A Preferred Stock unless and until holders have received an amount per share of Series A Preferred Stock equal to $1,000, plus any accrued and unpaid dividends (subject to a make-whole amount per share reflecting a minimum return of 1.5x) or, if greater, the value of such share of Series A Preferred Stock on an as-converted basis (the “Liquidation Preference”), in each case, as set forth in the Certificate of Designations. In addition, in the event of (x) the completion of certain change of control transactions approved by the Board and (y) subject to certain limitations as set forth in the Certificate of Designations, Restricted Junior Stock Payments (as defined in the Certificate of Designations), the Company will redeem all of the Series A Preferred Stock for a per-share amount in cash equal to the Liquidation Preference.

The holders of the Series A Preferred Stock are entitled to a dividend, payable in cash quarterly in arrears, as set forth in the Certificate of Designations, at an initial annual rate of 9.0%, which rate increases to 12.0% on the seventh anniversary of the issuance date, and by 1.0% on each anniversary of the issuance date thereafter until reaching a maximum annual rate of 16.0%.

Shares of the Series A Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations as set forth in the Certificate of Designations, into shares of Class A Common Stock at a rate equal to (i) $1,000 divided by (ii) the conversion price, and a cash payment for accrued and unpaid dividends, cash in lieu of fractional shares and, in certain circumstances, dividend catch-up payments relating to dividends on other equity.



The initial conversion price is $35.00 per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and adjustments for Delayed Redemption Elections (as defined below). On each of the seventh, eighth and tenth anniversaries of the issuance date, the conversion price then in effect will be reduced by 15%.

However, a holder’s Series A Preferred Stock shall not be convertible at the option of such holder, at the option of the Company or otherwise, to the extent that, after giving effect to such conversion, such holder, together with such holder’s affiliates, and any other persons acting as a group (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) together with such holder or any of such holder’s affiliates, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.49% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation may be increased or decreased by a holder or the provisions of such limitation may be waived by a holder (but, in each case, only as to itself and not to any other holder) upon not less than sixty-one (61) days prior notice to the Company. Other holders shall be unaffected by any such waiver. Notwithstanding the foregoing, unless otherwise agreed to by a transferee, the Beneficial Ownership Limitation only applies to ACM ASOF IX Master HoldCo 2 LLC and Blue Owl Alternative Credit Alameda LP and affiliates of such holders.

Under the Certificate of Designations, the holders of shares of the Series A Preferred Stock are entitled to vote on an as-converted basis with the holders of shares of Common Stock as a single class, provided that no holder will be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. The holders of shares of the Series A Preferred Stock are entitled to vote as a separate class with respect to, among other things, certain amendments to the Company’s organizational documents that have a materially adverse and disproportionate effect on the Series A Preferred Stock, any entry by the Company or its subsidiaries into a transaction or agreement with any “Related Person” as defined under Item 404(a) of Regulation S-K except in compliance with the Company’s Policy Regarding Transactions with Related Persons, and any entry by the Company or its subsidiaries into a transaction or agreement that would, in any material respect, violate the terms of or result in a breach of the Company’s obligations under the Certificate of Designations and the Investment Agreement, dated as of December 11, 2025, by and among the Company and ACM ASOF IX Master HoldCo 2 LLC and Blue Owl Alternative Credit Alameda LP.

At any time on or following the fourth anniversary of the issuance date, the Company may redeem all of the Series A Preferred Stock for a per-share amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and unpaid dividends. Holders representing a majority of the Series A Preferred Stock may elect to extend (a “Delayed Redemption Election”) the applicable expiration of the non-call period for one year up to three times, provided that the non-call period cannot be extended past the seventh anniversary of the issuance date. In the event of such a valid Delayed Redemption Election, the applicable conversion price will be increased as set forth in the Certificate of Designations.

If any shares of Series A Preferred Stock remain outstanding as of the seventh year anniversary of the issuance date, the majority of the initial investors or permitted transferees that hold the Series A Preferred Stock will have the right to designate an individual to serve on the Company’s Board, or in such holders’ discretion, a non-voting board observer.

In connection with the issuance of the Series A Preferred Stock, Finance of America Equity Capital LLC amended and restated its limited liability company agreement to give effect to the creation of Series A Convertible Perpetual Preferred Units to mirror the terms of the Series A Preferred Stock.

Preemptive or Other Rights

Our stockholders do not have preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A Common Stock, Class B Common Stock or Series A Preferred Stock.





Election of Directors

All elections of directors are elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Annual Meeting

The Bylaws provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusively selected by the Board. To the extent permitted under applicable law, the Company may conduct meetings solely by means of remote communications, including by webcast.

Warrants
The Company also has warrants that were issued under a Warrant Agreement (“Warrants”) between Continental Stock Transfer & Trust Company, as warrant agent and the Company, as the successor to Replay Acquisition Corp. (“Replay”) in connection with the Company’s business combination with Replay, which was consummated on April 1, 2021.
Ten Warrants entitles the registered holder to purchase one share of Class A Common Stock at a price of $115.00 per share (giving effect to the 10-for-1 reverse stock split), subject to adjustment as discussed below. Pursuant to the Warrant Agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means Warrants may only be exercised in sets of ten at a given time by a warrant holder. The Warrants will expire in April 2026, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act, covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.
We will use our best efforts to cause to maintain the effectiveness of such registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our shares of Class A Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


EX-10.4 3 exhibit104-secondandamen.htm EX-10.4 exhibit104-secondandamen
Exhibit 10.4 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINANCE OF AMERICA EQUITY CAPITAL LLC Dated as of December 15, 2025 THE UNITS CONSTITUTING LIMITED LIABILITY COMPANY INTERESTS OF FINANCE OF AMERICA EQUITY CAPITAL LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY ONLY BE SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE BOARD OF MANAGERS AND THE APPLICABLE MEMBER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE BOARD OF MANAGERS AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


 
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................... 1 Section 1.01 Definitions................................................................................................... 1 ARTICLE II FORMATION, TERM, PURPOSE AND POWERS ............................................. 10 Section 2.01 Formation .................................................................................................. 10 Section 2.02 Name ......................................................................................................... 11 Section 2.03 Term .......................................................................................................... 11 Section 2.04 Offices ....................................................................................................... 11 Section 2.05 Agent for Service of Process; Existence and Good Standing; Foreign Qualification ................................................................................ 11 Section 2.06 Business Purpose ...................................................................................... 12 Section 2.07 Powers of the Company ............................................................................ 12 Section 2.08 Members; Reclassification; Admission of New Members ....................... 12 Section 2.09 Resignation ............................................................................................... 12 Section 2.10 Investment Representations of Members and Assignees .......................... 12 ARTICLE III MANAGEMENT .................................................................................................. 13 Section 3.01 Board of Managers .................................................................................... 13 Section 3.02 Meetings of the Board ............................................................................... 13 Section 3.03 Quorum: Acts of the Board ....................................................................... 14 Section 3.04 Remote Communication ........................................................................... 14 Section 3.05 Compensation of Managers; Expenses ..................................................... 14 Section 3.06 Removal of Managers ............................................................................... 14 Section 3.07 Managers as Agents .................................................................................. 14 Section 3.08 Company Expenses; Reimbursement of Corporation’s Expenses ............ 14 Section 3.09 Officers ..................................................................................................... 15 Section 3.10 Authority of Members............................................................................... 16 Section 3.11 Action by Written Consent or Ratification ............................................... 16 ARTICLE IV DISTRIBUTIONS ................................................................................................. 16 Section 4.01 Distributions .............................................................................................. 16 Section 4.02 Liquidation Distribution............................................................................ 18 Section 4.03 Limitations on Distribution ....................................................................... 18 ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS.................................................................. 18


 
ii Section 5.01 Initial Capital Contributions ..................................................................... 18 Section 5.02 No Additional Capital Contributions ........................................................ 19 Section 5.03 Capital Accounts ....................................................................................... 19 Section 5.04 Allocations of Profits and Losses ............................................................. 19 Section 5.05 Special Allocations ................................................................................... 19 Section 5.06 Tax Allocations ......................................................................................... 21 Section 5.07 Tax Advances............................................................................................ 21 Section 5.08 Tax Matters ............................................................................................... 22 Section 5.09 Other Allocation Provisions ...................................................................... 22 ARTICLE VI BOOKS AND RECORDS; REPORTS ................................................................ 23 Section 6.01 Books and Records ................................................................................... 23 ARTICLE VII COMPANY UNITS ............................................................................................. 24 Section 7.01 Units .......................................................................................................... 24 Section 7.02 Register; Certificates; Legends ................................................................. 25 Section 7.03 Registered Members ................................................................................. 26 ARTICLE VIII VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS ............................................................................................... 26 Section 8.01 Vesting of Unvested Units ........................................................................ 26 Section 8.02 Forfeiture of Units..................................................................................... 27 Section 8.03 Member Transfers ..................................................................................... 28 Section 8.04 Mandatory Exchanges ............................................................................... 29 Section 8.05 Encumbrances ........................................................................................... 29 Section 8.06 Further Restrictions ................................................................................... 30 Section 8.07 Rights of Assignees................................................................................... 31 Section 8.08 Admission of Assignees as Substitute Members ...................................... 31 Section 8.09 Resignation Members ............................................................................... 31 Section 8.10 Applicability of Certain Provisions to the Principal Stockholders ........... 32 ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION .................................. 32 Section 9.01 No Dissolution .......................................................................................... 32 Section 9.02 Events Causing Dissolution ...................................................................... 32 Section 9.03 Distribution upon Dissolution ................................................................... 33 Section 9.04 Time for Liquidation ................................................................................. 33 Section 9.05 Termination ............................................................................................... 33 Section 9.06 Claims of the Members ............................................................................. 33 Section 9.07 Survival of Certain Provisions .................................................................. 33


 
iii ARTICLE X LIABILITY AND INDEMNIFICATION .............................................................. 34 Section 10.01 Liability of Members and Managers ......................................................... 34 Section 10.02 Duties, Liability and Outside Activities of the Corporation, the Managers and Officers .............................................................................. 34 Section 10.03 Indemnification ......................................................................................... 35 ARTICLE XI MISCELLANEOUS ............................................................................................. 38 Section 11.01 Severability ............................................................................................... 38 Section 11.02 Notices ...................................................................................................... 38 Section 11.03 Cumulative Remedies ............................................................................... 39 Section 11.04 Binding Effect ........................................................................................... 39 Section 11.05 Interpretation ............................................................................................. 39 Section 11.06 Counterparts .............................................................................................. 39 Section 11.07 Further Assurances.................................................................................... 39 Section 11.08 Entire Agreement ...................................................................................... 39 Section 11.09 Governing Law ......................................................................................... 39 Section 11.10 Submission to Jurisdiction; Waiver of Jury Trial ..................................... 39 Section 11.11 Expenses ................................................................................................... 41 Section 11.12 Amendments and Waivers ........................................................................ 41 Section 11.13 No Third Party Beneficiaries .................................................................... 43 Section 11.14 Headings ................................................................................................... 43 Section 11.15 Power of Attorney ..................................................................................... 43 Section 11.16 Separate Agreements; Schedules .............................................................. 44 Section 11.17 Partnership Status...................................................................................... 44 Section 11.18 Delivery by Facsimile or Email ................................................................ 44 Exhibit A - Form of Unit Certificate ............................................................................................ 46 Exhibit B - Form of Class B Unit Agreement .............................................................................. 48 Exhibit C - Certificate of Designations of Series A Convertible Perpetual Preferred Units ....... 49


 
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINANCE OF AMERICA EQUITY CAPITAL LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the exhibits and schedules hereto, as amended, this “Agreement”) of Finance of America Equity Capital LLC, a Delaware limited liability company (the “Company”), is made as of December 15, 2025 (the “Effective Date”). Capitalized terms used herein shall have the meaning set forth in Section 1.01 to this Agreement unless otherwise indicated. R-E-C-I-T-A-L-S WHEREAS, the Company was formed as a limited liability company pursuant to the Act upon the filing of the Certificate of Formation of Finance of America Equity Capital LLC (the “Certificate”) with the office of the Secretary of State of the State of Delaware on July 1, 2020 and the execution and delivery by UFG Holdings LLC, a Delaware limited liability company (“UFG Holdings”), of the Limited Liability Company Agreement of the Company effective as of July 1, 2020, as amended and restated as of April 1, 2021, and as amended on November 12, 2025 (as amended or supplemented prior to the effectiveness of this Agreement, the “Existing Agreement”); WHEREAS, pursuant to Section 7.01 of the Existing Agreement, the Company’s Board has authorized the creation of a new Class of Preferred Units and the creation and issuance of a series of Preferred Units designated as the Series A Convertible Perpetual Preferred Units, as more fully set forth herein; WHEREAS, pursuant to Section 11.12(a) of the Existing Agreement, the Board may without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of the Existing Agreement to reflect, among others, any amendment, supplement, waiver or modification that the Board determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of such Preferred Units and the Series A Convertible Perpetual Preferred Units; and WHEREAS, the Board has duly authorized and adopted the amendment and restatement of the Existing Agreement in its entirety as set forth herein. NOW, THEREFORE, the Existing Agreement is hereby amended and restated to read in its entirety as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):


 
2 “Act” means, the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq., as it may be amended or supplemented from time to time and any successor thereto. “Additional Credit Amount” has the meaning set forth in Section 4.01(b). “Adjusted Capital Account Balance” means, with respect to each Member, the balance in such Member’s Capital Account adjusted: (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Member is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. “Agreement” has the meaning set forth in the preamble of this Agreement. “Amended Tax Amount” has the meaning set forth in Section 4.01(b). “Assignee” has the meaning set forth in Section 8.07. “Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate (including, without limitation, the “Medicare” contribution tax imposed on certain investment income under Section 1411 of the Code) for a Tax Year prescribed for an individual (or, if greater, a corporation) resident in California or New York, New York (whichever tax rate is higher) at the time of such distribution, taking into account (a) the deductibility of state and local income taxes for U.S. federal income tax purposes (if applicable, and taking into account any limitations thereon) and (b) the character (e.g., long-term or short- term capital gain or ordinary or exempt income) of the applicable income. For the avoidance of doubt, the Assumed Tax Rate shall be the same for all Members. “Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the Board, in its sole discretion, deems available for distribution to the Members, taking into account all debts, liabilities and obligations of the Company then due and amounts which the Board, in its sole discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Company’s operations, including to maintain compliance with regulatory requirements or contractual obligations under the financing or debt agreements of the Company and its subsidiaries. “Award Agreement” means any award agreement entered into by the Company with a Service Provider to whom the Company issues Units in connection with the issuance to such Service Provider of such Units. “BL Investors” has the meaning assigned thereto in the Stockholders Agreement.


 
3 “Blackstone Investors” has the meaning assigned thereto in the Stockholders Agreement. “Board” or “Board of Managers” has the meaning assigned thereto in Section 3.01(a). “Capital Account” means the separate capital account maintained for each Member in accordance with Section 5.03. “Capital Contribution” means, with respect to any Member, the aggregate amount of money contributed to the Company and the Carrying Value of any property (other than money), net of any liabilities assumed by the Company upon contribution or to which such property is subject, contributed to the Company pursuant to Article V. “Carrying Value” means, with respect to any Company asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Company shall be their respective gross fair market values on the date of contribution as determined by the Board in its sole discretion, and the Carrying Values of all Company assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional limited liability company interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Company assets to a Member; (c) the date a limited liability company interest in the Company is relinquished to the Company; (d) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a non-compensatory option in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); or (e) any other date specified in the Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c), (d) and (e) above shall be made only if such adjustments are deemed necessary or appropriate by the Board in its sole discretion to reflect the relative economic interests of the Members. The Carrying Value of any Company asset distributed to any Member shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits” and “Losses” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis. “Cause” with respect to any particular Service Provider has the meaning set forth in any effective Award Agreement, employment agreement or other written contract of engagement entered into between the Company and such Service Provider, or if none, then “Cause” means any of the following: (A) such Service Provider’s performing an act of dishonesty, fraud, theft, embezzlement or misappropriation involving such Service Provider’s employment with or service to the Company or any of its Subsidiaries or Affiliates, or a breach of the duty of loyalty to the Company or any of its Subsidiaries or Affiliates; (B) performing an act of race, sex, national origin, religion, disability, or age based discrimination or any other form of discrimination against a protected class under applicable state and federal law which after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company, its Subsidiaries or Affiliates and/or such Service Provider; (C) such Service


 
4 Provider’s material violation of Company or any of its Subsidiaries’ policies and procedures including, but not limited to, the Code of Business Conduct; (D) such Service Provider’s material noncompliance with any of the terms of this Agreement, any Award Agreement or any non- competition, non-solicitation, non-disparagement and/or non-disclosure obligations that such Service Provider is subject to, or an employment agreement; or (E) performing any criminal act resulting in a criminal felony charge brought against such Service Provider or a criminal conviction of such Service Provider (other than conviction of a minor traffic violation). “Certificate” means the Certificate of Formation of the Company as filed in the office of the Secretary of State of the State of Delaware on July 1, 2020, as amended and/or restated from time to time. “Certificate of Designations” means with respect to Preferred Units of any series, the applicable certificate of designations setting forth the powers, including voting powers, if any, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, of the Preferred Units of such series and fixing the number of units constituting any such series, which certificate of designations shall form part of this Agreement. As of the Effective Date, the only Certificate of Designations is the Series A Preferred Units Certificate of Designations. “Class” means the classes of Units into which the limited liability company interests in the Company may be classified or divided from time to time by the Board in its sole discretion pursuant to the provisions of this Agreement. As of the Effective Date, the only Classes of Units are the Class A Units, the Class B Units and the Preferred Units. Subclasses or series within a Class shall not be separate Classes for purposes of this Agreement. For all purposes hereunder and under the Act, only such Classes expressly established under this Agreement, including by the Board in accordance with this Agreement, shall be deemed to be a class of Units. For the avoidance of doubt, to the extent that the Corporation holds limited liability company interests of any Class, the Corporation shall not be deemed to hold a separate Class of such interests from any other Member because it has the sole authority to appoint, remove and replace the Managers on the Board. “Class A Units” means the Units designated as the “Class A Units” in this Agreement. “Class B Unit Agreement” means, with respect to any Class B Unit, the Class B Unit Agreement under the Incentive Plan under which such Class B Unit was granted, in the form attached hereto as Exhibit B and which forms a part of this Agreement. “Class B Units” means the Units designated as the “Class B Units” or the “Incentive Units” in this Agreement. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Company” has the meaning set forth in the preamble of this Agreement. “Company Minimum Gain” has the meaning ascribed to the term “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).


 
5 “Contingencies” has the meaning set forth in Section 9.03(a). “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. “Corporation” means Finance of America Companies Inc., a Delaware corporation, and its successors and permitted assigns. “Credit Amount” has the meaning set forth in Section 4.01(b). “Designated Individual” has the meaning set forth in Section 5.08. “Dissolution Event” has the meaning set forth in Section 9.02. “Encumbrance” means any mortgage, hypothecation, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever. “ERISA” means The Employee Retirement Income Security Act of 1974, as amended. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Exchange Agreement” means the Exchange Agreement, dated as of or about the Effective Date, among the Company, and the holders, other than the Corporation and/or its wholly owned subsidiaries of Units from time to time party thereto, as amended and/or restated from time to time. “Exchange Transaction” means an exchange of Units for shares of Class A common stock of the Corporation, pursuant to and in accordance with, the Exchange Agreement or, if the Corporation and the exchanging Member shall mutually agree, a Transfer of Units to the Corporation, the Company or any of their subsidiaries for shares of Class A common stock of the Corporation or other consideration otherwise than pursuant to, and in accordance with, the Exchange Agreement. “Existing Agreement” has the meaning set forth in the recitals of this Agreement. “Final Tax Amount” has the meaning set forth in Section 4.01(b). “Fiscal Year” means, unless otherwise determined by the Board in its sole discretion in accordance with Section 11.12, (i) the period commencing upon the formation of the Company and ending on December 31, 2020 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.


 
6 “GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time. “Incentive Plan” means the Finance of America Companies Inc. 2021 Omnibus Incentive Plan. “Incentive Units” means the Units designated as the “Class B Units” or the “Incentive Units” in this Agreement. “Indemnitee” (a) the Corporation, (b) each Manager (including any former Manager), (c) any Person who is or was a Tax Matters Partner, Partnership Representative or Designated Individual, officer or director of the Corporation, or Officer, (d) any Person that is required to be indemnified by the Corporation as an “indemnitee” in accordance with the Bylaws of the Corporation as in effect from time to time, (e) any officer or director of the Corporation or officer of the Company who is or was serving at the request of the Corporation or the Company as an officer, director, employee, member, Member, Tax Matters Partner, Partnership Representative or Designated Individual, agent, fiduciary or trustee of another Person; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Officer or other Person the Corporation or the Board, in its sole discretion, designates in writing as an “Indemnitee” for purposes of this Agreement and (g) any heir, executor or administrator with respect to Persons named in clauses (a) through (f). “Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Company or any Member, as the case may be. “Liquidation Agent” has the meaning set forth in Section 9.03. “LTIP Plan” means the UFG Holdings LLC Management Long-Term Incentive Plan, effective as of January 1, 2015, as it may be amended, restated, supplemented and/or otherwise modified from time to time. “Make-Whole Amount” means an amount payable by the Company in respect of the Series A Preferred Units on account of a “Make-Whole Amount,” as such term is defined in the “Series A Preferred Stock Certificate of Designations,” as such term is defined in the Series A Preferred Units Certificate of Designations. “Manager” means a person appointed to the Board from time to time by the Corporation, in his, her or their capacity as a manager of the Company. “Member” means each Person from time to time admitted as a member of the Company in accordance with this Agreement, so long as such Person is listed as a Member in the Schedule of Members, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Member, in each case, in such Person’s capacity as a member of the Company.


 
7 “Member Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Company Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3). “Member Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2). “Net Taxable Income” has the meaning set forth in Section 4.01(b). “Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions of the Company for a Tax Year equals the net increase, if any, in the amount of Company Minimum Gain of the Company during that Tax Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c). “Officer” means each Person designated as an officer of the Company by the Board pursuant to and in accordance with the provisions of Section 3.09, subject to any resolutions of the Board appointing such Person as an officer of the Company or relating to such appointment. “Participant” has the meaning ascribed to such term in the Incentive Plan. “Partnership Audit Provisions” means Title XI, Section 1101, of the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof, and any comparable provisions of state or local tax law). “Partnership Representative” has the meaning set forth in Section 5.08. “Person” means any individual, estate, corporation, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof. “Personal Planning Vehicle” means, in respect of any Person that is a natural person, any other Person that is not a natural person designated as a “Personal Planning Vehicle” of such natural person in the Schedule of Members. “Preferred Units” means a Class of Units, in one or more series, designated as “Preferred Units,” ranking senior in right of payment to the Class A Units and Class B Units or any other Class or series of Units that is established in accordance with this Agreement, ranking on a parity basis with the Class A Units and Class B Units as set forth in the applicable Certificate of Designations for the Preferred Units of such series. As of the Effective Date, the only Preferred Units are the Series A Preferred Units. “Primary Indemnification” has the meaning set forth in Section 10.03(a).


 
8 “Principal Stockholders” has the meaning assigned to such term in the Stockholders Agreement. “Proceeding” has the meaning set forth in Section 10.03(a). “Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Company, or particular items thereof, determined in accordance with the accounting method used by the Company for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Company that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the Board may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Company not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items. “Schedule of Members” has the meaning set forth in Section 7.02(a). “Section 6226 Election” has the meaning set forth in Section 5.08. “Series A Preferred Units” means the Company’s Series A Convertible Perpetual Preferred Units having those designations, powers (including voting powers), preferences and relative, participating, optional, special or other rights, and the qualifications, limitations and restrictions, as set forth in the Series A Preferred Units Certificate of Designations. “Series A Preferred Units Certificate of Designations” means the Certificate of Designations of the Company’s Series A Convertible Perpetual Preferred Units attached hereto as Exhibit C and which forms a part of this Agreement. “Service Provider” means any Member (in his, her or its individual capacity) or other Person, who at the time in question, is employed by or providing services to the Corporation, the Company or any of its subsidiaries other than in his, her or its capacity as a director of the Corporation or a Manager; provided, however, that in no event shall Brian Libman, any of the


 
9 BL Investors or any other Principal Stockholder be deemed a “Service Provider” for purposes of this Agreement. “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Similar Law” means any law or regulation that could cause the underlying assets of the Company to be treated as assets of the Member by virtue of its limited liability company interest in the Company and thereby subject the Company, the Board or the Corporation (or other persons responsible for the investment and operation of the Company’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code. “Stockholders Agreement” means the stockholders agreement dated as of or about the date hereof among the Corporation and the stockholders from time to time party thereto, and the other parties thereto, as amended from time to time. “Subsidiary” means, with respect to any Person, another Person, an amount of the voting securities, other than voting rights or voting partnership interest of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than 50% of the equity interest of which) is owned directly or indirectly by such first person (collectively, “Subsidiaries”). “Tax Advances” has the meaning set forth in Section 5.07. “Tax Amount” has the meaning set forth in Section 4.01(b). “Tax Distributions” has the meaning set forth in Section 4.01(b). “Tax Receivable Agreements” means, collectively, the Tax Receivable Agreements, dated as of or about the date hereof, among the Corporation and the other parties from time to time party thereto, as amended and/or restated from time to time. “Threshold Value” means, with respect to any Class B Unit, the amount set forth as such in the applicable Class B Unit Agreement. “Total Percentage Interest” means, with respect to any Member and any Class of Units, the quotient obtained by dividing the number of Units of the applicable Class (vested and unvested) then owned by such Member by the number of Units of such Class (vested and unvested) then owned by all Members; provided, that the calculation of Total Percentage Interest shall exclude from both the numerator and the denominator any Units of such Class to the extent they are not then eligible to receive distributions or other payments as set forth in the Schedule of Members. “Transaction Agreement” means the Transaction Agreement, dated as of October 12, 2020, by and among Replay Acquisition Corp., the Corporation, the Company and the other parties thereto, as the same may be amended and/or restated from time to time.


 
10 “Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution, exchange, mortgage, pledge, hypothecation or other disposition thereof, whether voluntarily or by operation of Law, directly or indirectly, in whole or in part, including, without limitation, the exchange of any Unit for any other security. “Transferee” means any Person that is a permitted transferee of a Member’s limited liability company interest in the Company or part thereof. “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). “UFG Holdings” has the meaning set forth in the recitals of this Agreement. “Unit Certificate” has the meaning set forth in Section 7.02(c). “Units” means the Class A Units, the Class B Units, the Preferred Units and any other Class or series of Units that is established in accordance with this Agreement, which shall constitute limited liability company interests in the Company and entitle the Members holding such Class or series of Units to the relative rights, title and interests in the profits, losses, deductions and credits of the Company at any particular time as set forth in this Agreement, and any and all other benefits to which a Member may be entitled as a Member as provided in this Agreement, together with the obligations of such Member to comply with all terms and provisions of this Agreement. “Unvested Units” means those Class A Units and Class B Units from time to time listed as unvested Units in Schedule of Members, which, for the avoidance of doubt, shall not include those Units issued by the Company pursuant to Section 3.04 of the Transaction Agreement. “Vested Percentage Interest” means, with respect to any Member, the quotient obtained by dividing the number of Vested Units then owned by such Member by the number of Vested Units then owned by all Members. “Vested Units” means those Class A Units that are not Unvested Units. ARTICLE II FORMATION, TERM, PURPOSE AND POWERS Section 2.01 Formation. The Company was formed as a limited liability company under the provisions of the Act by the filing of the Certificate on July 1, 2020. If requested by the Board, the Members shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Board to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited liability company under the laws of the State of Delaware, (b) if the Board in its sole discretion deems it advisable, the operation of the Company as a limited liability company, or entity in which the Members have limited liability, in all jurisdictions where the Company proposes to operate and (c) all other filings required to be made


 
11 by the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the fullest extent permitted by the Act, control. The execution, delivery and filing of the Certificate and each amendment thereto is hereby ratified, approved and confirmed by the Members. Section 2.02 Name. The name of the Company shall be, and the business of the Company shall be conducted under the name of “Finance of America Equity Capital LLC,” and all Company business shall be conducted in that name or in such other names that comply with applicable law as the Board in its sole discretion may select from time to time. Subject to the Act, the Board in its sole discretion may change the name of the Company (and amend this Agreement to reflect such change) at any time and from time to time without the consent of any other Person. Prompt notification of any such change shall be given to all Members. Section 2.03 Term. The term of the Company commenced on the date of the filing of the initial Certificate, and the term shall continue until the dissolution of the Company in accordance with Article IX. The existence of the Company shall continue until cancellation of the Certificate in the manner required by the Act. Section 2.04 Offices. The Company may have offices at such places either within or outside the State of Delaware as the Board from time to time may select in its sole discretion. As of the date hereof, the principal place of business and the office of the Company is located at 5830 Granite Parkway, Suite 400, Plano, Texas 75024. Section 2.05 Agent for Service of Process; Existence and Good Standing; Foreign Qualification. (a) The registered office of the Company in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the registered agent of the Company for service of process on the Company in the State of Delaware at such address shall be Corporation Service Company. The Board may from time to time change the Company’s registered agent and/or address of such agent, in the State of Delaware, which change in registered and address shall be effective upon the filing of a certificate of amendment to certificate of formation or an amended and restated certificate of formation with the Secretary of State of the State of Delaware and shall not require amendment to this Agreement. (b) The Board in its sole discretion may take all action which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to enable the Company to conduct the business in which it is engaged) and (ii) for the maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Board in its sole discretion may file or cause to be filed for recordation in the proper office or offices in each other jurisdiction in which the Company is formed or qualified, such certificates (including certificates of formation and fictitious name certificates) and other


 
12 documents as are required by the applicable statutes, rules or regulations of any such jurisdiction or as are required to reflect the identity of the Members. The Board in its sole discretion may cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Officers, with all requirements necessary to qualify the Company to do business in any jurisdiction other than the State of Delaware. Section 2.06 Business Purpose. The Company was formed for the object and purpose of, and the nature and character of the business to be conducted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act. Section 2.07 Powers of the Company. Subject to the limitations set forth in this Agreement, the Company shall possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets and other property contributed to the Company by the Members, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Company set forth in Section 2.06. Section 2.08 Members; Reclassification; Admission of New Members. Each of the Persons listed in the Schedule of Members (as of the Effective Date), by virtue of such Person’s execution of the Existing Agreement or this Agreement (including by use of a power of attorney), are admitted as members of the Company. Prior to the effectiveness of this Agreement, all of the issued and outstanding limited liability company interests in the Company have been reclassified into a total number of Class A Units as set forth in the Schedule of Members (as of the Effective Date), and the respective number of Class A Units held by each Member at the effective time of this Agreement is as set forth in the Schedule of Members (as of the Effective Date). The rights, duties and liabilities of the Members shall be as provided in the Act, except as is otherwise expressly provided in this Agreement, and the Members consent to the variation of such rights, duties and liabilities as provided in this Agreement. Subject to Section 8.09 with respect to substitute members of the Company, a Person may be admitted from time to time as a new member of the Company with the written consent of the Board in its sole discretion. Each new member of the Company shall execute and deliver to the Board an instrument pursuant to which the new member of the Company agrees to be bound by the terms and conditions of this Agreement. For any Participant that is not an existing Member, execution of the applicable Class B Unit Agreement shall constitute such person’s joinder to this Agreement. Section 2.09 Resignation. No Member shall have the right to resign as a member of the Company other than following the Transfer of all Units owned by such Member in accordance with Article VIII. Section 2.10 Investment Representations of Members and Assignees. Each Member and Assignee hereby represents, warrants and acknowledges to the Company that: (a) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and is making an informed investment decision with respect thereto; (b) such Member is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; and (c) the execution, delivery and performance of this Agreement have been duly authorized by such Member.


 
13 ARTICLE III MANAGEMENT Section 3.01 Board of Managers (a) The business, property and affairs of the Company shall be managed by or under the sole, absolute and exclusive direction of a board of three or more Managers appointed by the Corporation in its sole discretion (the “Board”), which may from time to time delegate authority to Officers or to Persons to act on behalf of the Company. The Corporation may determine at any time in its sole discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Corporation at any time in its sole discretion. The initial number of Managers shall be three. Each Manager appointed by the Corporation shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, or removal. (b) Without limiting the foregoing provisions of this Section 3.01, the Board shall have the general power to manage or cause the management of the Company (which may be delegated to Officers to act on behalf of the Company), including, without limitation, the following powers: (i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Company; (iii) to make any expenditures, to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations on behalf of the Company; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions of the Company; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or cause to be developed accounting procedures for the maintenance of the Company’s books of account; and (vii) to do all such other lawful acts as shall be authorized in this Agreement, the Act or by the Members in writing from time to time. Section 3.02 Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by any Manager on not less than one day’s


 
14 notice to each other Manager by telephone, facsimile, mail, telegram, electronic mail or any other means of communication. Section 3.03 Quorum: Acts of the Board. At all meetings of the Board, a majority of the Managers then in office shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers then in office shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. Section 3.04 Remote Communication. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or other electronic communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or other electronic communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. Section 3.05 Compensation of Managers; Expenses. The Managers shall be entitled compensation for their services as Managers as determined by the Corporation in its sole discretion. Managers shall be paid their expenses, if any, of attendance at meetings of the Board or any committee thereof. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Section 3.06 Removal of Managers. Any Manager or the entire Board may be removed, with or without cause, at any time by the Corporation in its sole discretion, and, any vacancy caused by any such removal may be filled by the Corporation in its sole discretion. Section 3.07 Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board, a Manager may not bind the Company. Section 3.08 Company Expenses; Reimbursement of Corporation’s Expenses. (a) The Company shall pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals) incurred in pursuing and conducting, or otherwise related to, the activities of the Company. (b) The Company shall also, in the sole discretion of the Corporation, bear and/or reimburse the Corporation for (i) any costs, fees, expenses or other obligations incurred


 
15 by the Corporation in connection with the operation of the Company’s business (including expenses allocated to the Corporation by its Affiliates), (ii) any costs, fees, expenses or other obligations allocable to the Company or incurred by the Corporation related to the business and affairs of the Corporation that are conducted through the Company and/or any one or more of its subsidiaries, including, without limitation, (A) costs, fees, expenses and other obligations that relate to the business and affairs of the Company and/or its subsidiaries and that also relate to other activities of the Corporation, (B) operating, administrative and other similar costs, fees, expenses and obligations incurred by the Corporation, (C) compensation and meeting costs, fees, expenses and other obligations of any board of directors, committee of the board of directors or similar body of the Corporation, and the Board and any committee of the Board, (D) any salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the Corporation, to perform services for the Company, (E) costs, fees, expenses and other obligations, including damages, arising from litigation, (F) costs, fees or expenses of legal, tax, accounting and other professional advisors, (G) costs, fees, expenses and other obligations (including any underwriters discounts and commissions) related to any securities offering (whether or not successful) authorized by the Corporation, (H) costs, fees, expenses and other obligations incurred in connection with the maintenance of the Corporation, including those related to being a public company listed on a national securities exchange, and (I) franchise taxes (except to the extent such franchise taxes are based on or measured with respect to net income or profits); provided, however, that the Company shall not pay or bear any income tax obligations of the Corporation or any obligations of the Corporation under the Tax Receivable Agreements. Reimbursements pursuant to this Section 3.08(b) shall be in addition to (but without duplication of) any indemnification or advancement of expenses made to the Board pursuant to Section 10.03. Section 3.09 Officers. Subject to the direction and oversight of the Board, the day-to- day administration of the business of the Company may be carried out by individuals who may be designated as officers by the Board, with titles including but not limited to “assistant secretary,” “assistant treasurer,” “chairman,” “chief executive officer,” “chief financial officer,” “chief operating officer,” “chief legal officer,” “director,” “general counsel,” “general manager,” “managing director,” “president,” “principal accounting officer,” “secretary,” “senior chairman,” “senior managing director,” “treasurer,” “vice chairman,” “executive vice president” or “vice president,” and as to the extent authorized by the Board in its sole discretion. The officers of the Company shall have such titles and powers and perform such duties as shall be determined from time to time by the Board and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same individual. In its sole discretion, the Board may choose not to fill any office for any period as it may deem advisable. All Officers and other Persons providing services to or for the benefit of the Company shall be subject to the supervision and direction of the Board and may be removed, with or without cause, from such office by the Board and the authority, duties or responsibilities of any Officer or any employee, agent of the Company may be suspended by the Board from time to time, in each case in the sole discretion of the Board. The Board shall not cease to be managers of the Company as a result of the delegation of any duties hereunder. No Officer, in his or her capacity as such, shall be considered a manager of the Company by agreement, as a result of the performance of his or her duties hereunder or otherwise.


 
16 Section 3.10 Authority of Members. No Member (other than the Corporation), in its capacity as such, shall participate in or have any control over the management or business of the Company. Except as expressly provided in this Agreement, the Units do not confer any rights upon the Members to participate in the affairs of the Company described in this Agreement. Except as expressly provided in this Agreement, no Member (other than the Corporation) shall have any right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination, conversion or division of the Company, or any other matter that a Member might otherwise have the ability to vote on or consent with respect to under the Act, at law, in equity or otherwise. Except with respect to the rights of the Corporation hereunder, the conduct, control and management of the Company shall be vested exclusively in the Board. Except with respect to the rights of the Corporation hereunder, in all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Board shall be the decision of the Company. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.10 or by separate agreement with the Company, no Member (other than the Corporation as set forth herein) shall take any part in the management or control of the operation or business of the Company, in its capacity as a Member, nor shall any Member (other than the Corporation as set forth herein) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may from time to time appoint one or more Persons who are Members as Officers or employ one or more Persons who are Members as employees, and such Persons, in their capacity as Officers or employees of the Company (and not, for clarity, in their capacity as members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Board. Section 3.11 Action by Written Consent or Ratification. Any action required or permitted to be taken by the Members pursuant to this Agreement shall be deemed to be taken if the Members whose consent or ratification is required consent thereto or provide a consent or ratification in writing. ARTICLE IV DISTRIBUTIONS Section 4.01 Distributions (a) Subject to the provisions of the applicable Certificate of Designations with respect to the Preferred Units of any series, the Board, in its sole discretion, may authorize distributions by the Company with respect to the Units of any Class or series to the Members who hold Units of such Class or series as of the record date for such distribution as listed on the Schedule of Members, which distributions shall be made pro rata in accordance with such Members’ respective Total Percentage Interests with respect to the Units of such Class or series on the date the distribution is made; provided, however, that with respect to any distribution made from the proceeds of a sale of substantially all of the Company’s assets, the Class B Units shall, subject to the provisions of the applicable Certificate of Designations with respect to the Preferred Units of any series, share in such distribution with the Class A Units, pari passu, in


 
17 accordance with the Members’ respective Total Percentage Interests with respect to Class A Units, calculated solely for purposes of this sentence as if the Class B Units also were Class A Units. Notwithstanding anything to the contrary in this Agreement, each Class B Unit shall share in distributions under this Section 4.01 only from and after the point at which the aggregate amount of distributions made by the Company since the date of grant of such Class B Unit in respect of each Class A Unit that was outstanding immediately prior to the issuance of such Class B Unit is equal to the Threshold Value with respect to such Class B Unit, and, for the avoidance of doubt, such Class B Unit shall not be entitled to any distributions foregone as a result of the foregoing provision; provided, however, that a Class B Unit shall only be entitled to receive distributions under, or in respect of Section 4.01 to the extent such (i) Class B Unit is vested in accordance with the applicable Class B Unit Agreement, and (ii) such distribution is made from proceeds of a sale of substantially all of the Company’s assets. For the avoidance of doubt, the Class B Units shall not be entitled to any allocation, Profits or Losses (other than gain from the sale of substantially all of the Company’s assets), distributions, preferences or voting rights (including with respect to dissolutions) that are otherwise available to the Class A Units, in each case, other than as explicitly provided in this Agreement. (b) (i) In addition to Section 4.01(a), if the Board reasonably determines that the taxable income of the Company for a Tax Year will give rise to taxable income for the Members that hold Class A Units (“Net Taxable Income”), the Board shall cause the Company to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Company for such year were otherwise insufficient to cover such tax liabilities. The aggregate Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the Board’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”) and shall be made to Members pro rata in accordance with the Members’ respective Total Percentage Interest with respect to Class A Units on the date the Tax Distribution is made. Any Tax Distributions made pursuant to this Section 4.01(b) shall be made to the Members who are listed as Members that hold Class A Units on the Schedule of Members as of the date the distribution is made. For purposes of computing the Tax Amount, the Net Taxable Income shall be determined without regard to (i) any special adjustments of tax items required as a result of any election under Section 754 of the Code, including adjustments required by Sections 734 and 743 of the Code, or (ii) any deductions attributable to payments under the LTIP Plan that are funded by the direct or indirect owners of the Company. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year; provided that the Board may recalculate the Tax Amount prior to any quarterly payment as determined in its reasonable discretion. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Tax Year, the Board shall make an amended calculation of the Tax Amount for such Tax Year (the “Amended Tax Amount”), and shall cause the Company to distribute a Tax Distribution, out of Available Cash, to the extent that the


 
18 Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Company in respect of such Tax Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Company in respect of the relevant Tax Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Tax Years. Within 30 days following the date on which the Company files a tax return on Form 1065, the Board shall make a final calculation of the Tax Amount of such Tax Year (the “Final Tax Amount”) and shall cause the Company to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Tax Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Tax Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein. Notwithstanding the foregoing, to the extent there is Available Cash, the total distributions paid to the Corporation (in its capacity as a member of the Company) pursuant to Section 4.01(a) or Section 4.01(b) with respect to a Tax Year shall not be less than the sum of any U.S. federal, state, local and foreign tax obligations owed by the Corporation for such Tax Year (other than any obligations to remit any amounts withheld from payments to third parties). (c) If all or a portion of a Member’s Units are Transferred, and the Transferee is admitted as a substitute Member of the Company pursuant to Section 8.09, then the transferor shall have no further right to receive any further distributions pursuant to this Section 4.01 in respect of such Units and any subsequent Tax Distributions to the Transferee shall be determined with regard to amounts previously distributed to the transferor in respect of the same Fiscal Year. Section 4.02 Liquidation Distribution. Distributions made upon dissolution of the Company shall be made as provided in Section 9.03. Section 4.03 Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the Company, and the Board on behalf of the Company, shall not make a distribution to any Member if such distribution would violate Section 18-607 of the Act or other applicable Law. ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS Section 5.01 Initial Capital Contributions. The Members have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Company has issued to the Members the number of Class A Units, Class B Units, and Preferred Units as specified in the Schedule of Members (as of the Effective Date). For the avoidance of doubt, Participants holding Class B Units are not required to make a Capital Contribution.


 
19 Section 5.02 No Additional Capital Contributions. Except as otherwise provided in this Article V, no Member shall be required to make additional Capital Contributions to the Company without the consent of such Member or permitted to make additional capital contributions to the Company without the consent of the Board, which may be granted or withheld in the Board’s sole discretion. Section 5.03 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member shall be credited with such Member’s Capital Contributions, if any, all Profits allocated to such Member pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Member pursuant to Section 5.04, any items of loss or deduction of the Company specially allocated to such Member pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Member and the liabilities to which such property is subject) distributed by the Company to such Member. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any Transfer of any Units in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units. Section 5.04 Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Company) shall be allocated in a manner such that the Capital Account of each Member after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IX if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value in a hypothetical liquidation, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement (ignoring any Make-Whole Amount in respect of any Series A Preferred Unit unless it is determined by the Board that such Make-Whole Amount is likely to be paid), minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets; provided, that for purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit, it being understood that where vesting is dependent upon the economic performance of the Company, any applicable Unvested Units shall be treated as Vested Units only to the extent such Unvested Units would become Vested Units in connection with such hypothetical liquidation. Notwithstanding the foregoing, such allocations may be adjusted as reasonably deemed necessary by the Board, acting in good faith, to give economic effect to the provisions of this Agreement. Section 5.05 Special Allocations. Notwithstanding any other provision in this Article V: (a) Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain or Member Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Company Tax Year, the Members shall be specially allocated items of Company income and gain for such


 
20 year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). (b) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith. (c) Gross Income Allocation. If any Member has a deficit Capital Account at the end of any Tax Year which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement. (d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members that hold Class A Units in accordance with their respective Total Percentage Interests with respect to such Class A Units. (e) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any taxable period shall be allocated to the Member who bears the economic risk of loss with respect to the liability to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j). (f) LTIP Deductions. Any deductions attributable to the LTIP Plan shall be allocated to the Members as of immediately prior to the Closing (as defined in the Transaction Agreement), who directly or indirectly bore the cost of the applicable payment pursuant to the LTIP Plan. For the avoidance of doubt, no deduction attributable to the LTIP Plan shall be allocated to the Corporation or any of its Subsidiaries, except to the extent attributable to a payment pursuant to the LTIP Plan that is borne by the Blocker GP or the Blocker Shareholders.


 
21 (g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Member shall, to the fullest extent possible, be equal to the net amount that would have been allocated to each Member if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred. Section 5.06 Tax Allocations. For U.S. federal income tax purposes, each item of income, gain, loss and deduction of the Company shall be allocated among the Members in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner permitted by the Code and Treasury Regulations, as determined by the Board, with the prior consent of (i) the BL Investors holding a majority of the then outstanding Class A Units held by all BL Investors and (ii) the Blackstone Investors holding a majority of the then outstanding Class A Units held by all Blackstone Investors) so as to take account of the difference between Carrying Value and adjusted basis of such asset using such methods as are determined by the Board and which are permitted by Treasury Regulations Section 1.704-3. Notwithstanding the foregoing, if, as a result of an exercise of a non-compensatory option to acquire any interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704- 1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). Notwithstanding the foregoing, such allocations may be adjusted as reasonably deemed necessary by the Board, acting in good faith, to give economic effect to the provisions of this Agreement. Section 5.07 Tax Advances. To the extent the Board reasonably believes that the Company is required by Law to withhold or to make tax payments on behalf of or with respect to any Member or the Company is subjected to tax itself by reason of the status of any Member (including any taxes paid pursuant to Section 6225 of the Code) (“Tax Advances”), the Board may cause the Company to withhold such amounts and cause the Company to make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member (including Tax Distributions) or, if such distributions are not sufficient for that purpose, by so reducing distributions upon dissolution of the Company otherwise payable to such Member. For all purposes of this Agreement, such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Member hereby agrees, to the fullest extent permitted by applicable Law, to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law, but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the fullest extent permitted by applicable Law and notwithstanding anything in this Agreement to the contrary, each Member hereby


 
22 agrees, to the fullest extent permitted by applicable Law, to indemnify and hold harmless the Company and the other Members from and against any liability (including any liability for taxes, penalties, additions to Tax or interest) with respect to any such Tax Advance with respect to a Member. The obligation of a Member set forth in this Section 5.07 shall, to the fullest extent permitted applicable Law, survive the withdrawal of a Member from the Company or any Transfer of a Member’s Units. Section 5.08 Tax Matters. For Tax Years beginning on or before December 31, 2017, the Corporation shall act or appoint a “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by the Partnership Audit Provisions) (the “Tax Matters Partner”). For Tax Years beginning on or after January 1, 2018, the Corporation shall act as or designate a Person to act as the “partnership representative” pursuant to the Partnership Audit Provisions (the “Partnership Representative”) and a “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b) (the “Designated Individual”); and each such Person shall have the power to exercise any and all rights that it is or may be entitled to exercise in such capacity. The Partnership Representative shall keep the other Members reasonably informed as to any material tax actions, examinations or proceedings relating to the Company and shall submit to the other Members, for their review and comment, any material settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. The Members shall cooperate as reasonably requested by the Partnership Representative in connection with any election or decision made by the Partnership Representative acting in that capacity (including by filing amended tax returns and providing information requested). In the event the Company incurs or is required to pay any liability for taxes, interest or penalties pursuant to the Partnership Audit Provisions, then, to the extent such election is in the best interests of the Company and the Members, the Partnership Representative shall cause the Company to make an election under Section 6226 of the Code (a “Section 6226 Election”), if available; provided, however, that the Partnership Representative shall cause the Company to make a Section 6226 Election with respect to all periods subject to the Partnership Audit Provisions prior to the admission of the Corporation as a member of the Company and for the period in which the Corporation is first admitted as a member of the Company. If a Section 6226 Election is made, the Partnership Representative shall provide to the Members the Members’ respective shares of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). If a Section 6226 Election is not available or such election is not in the best interests of the Company and the Members, then: (i) the Partnership Representative shall use reasonable efforts to reduce under Section 6225(c) of the Code any Company-level assessment under the Partnership Audit Provisions to reflect the particular tax status of any Member (or its constituent owners); and (ii) the Members (including any former Member) to whom such liability relates shall, to the fullest extent permitted by applicable Law, indemnify the Company and other Members from and against such liability pursuant to Section 5.07. Section 5.09 Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. In addition to amendments effected in accordance with Section 11.12 or otherwise in accordance with this Agreement, Sections 5.03, 5.04 and 5.05 (other than Section 5.05(f)) may also, so long as any such amendment does not materially change


 
23 the relative economic interests of the Members, be amended at any time by the Board if necessary, in the opinion of tax counsel to the Company, to comply with such regulations or any applicable Law; provided that no such amendment that would adversely impact (i) the BL Investors may be made without the prior written consent of the BL Investors holding a majority of the then outstanding Class A Units held by all BL Investors and (ii) the Blackstone Investors may be made without the prior written consent of the Blackstone Investors holding a majority of the then outstanding Class A Units held by all Blackstone Investors. ARTICLE VI BOOKS AND RECORDS; REPORTS Section 6.01 Books and Records (a) At all times during the continuance of the Company, the Company shall prepare and maintain separate books of account for the Company in accordance with GAAP. (b) Except as limited by Section 6.01(c), each Member shall have the right to receive, for a purpose reasonably related to such Member’s interest as a Member, to the extent necessary and essential to such a purpose, upon reasonable written demand stating the purpose of such demand and at such Member’s own expense: (i) a copy of the Certificate and this Agreement, together with a copy of the executed copies of all powers of attorney pursuant to which the Certificate and this Agreement have been executed; and (ii) promptly after their becoming available, copies of the Company’s U.S. federal income tax returns for the three most recent years (provided, however, that a Member shall not be entitled to receive any Schedule K-1 attributable to any other Member, other than the Corporation, that is a part of the Company’s U.S. federal income tax returns). (c) The Board shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any tax elections. At the Company’s expense, the Board, within 90 days of the close of the Tax Year, shall furnish to each Member that was a Member during such Tax Year a Schedule K-1 and such other tax information reasonably required for federal, state and local income tax reporting purposes. The Company shall provide to each Person that was a Member during the Tax Year (i) by February 15, May 15 and August 15 of such Tax Year, with an estimate of the taxable income, gains, deductions, losses and other items for, respectively, the first, second and third fiscal quarters that such Person will be required to include in its taxable income and (ii) by November 1 of such Tax Year, with an estimate of the taxable income, gains, deductions, losses and other items of such Person to be reflected on the Schedule K-1 of such Person for such Tax Year, with an updated estimate to be delivered by January 31 of the following Tax Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns, provided that any costs or expenses with respect to the foregoing shall be borne by the requesting Member.


 
24 (d) The Board may keep confidential from the Members (other than the Corporation), for such period of time as the Board determines in its sole discretion, (i) any information that the Board reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board believes is not in the best interests of the Company, could damage the Company or its business or that the Company is required by Law or by agreement with any third party to keep confidential, including without limitation, and to the fullest extent permitted by applicable Law, information as to the Units held by any other Member. With respect to any schedules, annexes or exhibits to this Agreement, to the fullest extent permitted by applicable Law, each Member (other than the Corporation) shall only be entitled to receive and review any such schedules, annexes and exhibits relating to such Member and shall not be entitled to receive or review any schedules, annexes or exhibits relating to any other Member (other than the Corporation). (e) To the fullest extent permitted by applicable Law, the rights to information granted to the Members pursuant to this Agreement shall replace in their entirety any rights to information provided for in Section 18-305(a) of the Act, and each of the Members hereby agrees, to the fullest extent permitted by applicable Law, that they do not have any rights as members of the Company or otherwise to receive any information pursuant to Section 18-305(a) of the Act. ARTICLE VII COMPANY UNITS Section 7.01 Units. Limited liability company interests in the Company shall be represented by Units. As of the Effective Date, the Units are comprised of three Classes: “Class A Units”; “Class B Units”; and “Preferred Units”. The Board in its sole discretion may establish and issue, from time to time in accordance with such procedures as the Board shall determine from time to time, additional Units, in one or more Classes or series of Units, or other Company securities, vested or unvested, at such price, and entitling the Members holding such Class or series of Units to such designations, preferences and relative, participating, optional, special or other rights, powers and duties (which may be senior to those of existing Units, Classes and series of Units or other Company securities), as shall be determined by the Board in its sole discretion, including: (i) the rights of the Members holding such Units to share in Profits and Losses or items thereof; (ii) the rights of the Members holding such Units to share in Company distributions; (iii) the rights of the Members holding such Units upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may or shall be required to redeem such Units (including sinking fund provisions); (v) whether the Members holding such Units have the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Units will be issued, evidenced by certificates and Transferred; (vii) the method for determining the Total Percentage Interest as to such Units; (viii) the terms and conditions of the issuance of such Units (including, without limitation, the amount and form of consideration, if any, to be received by the Company in respect thereof, the Board being expressly authorized, in its sole discretion, to cause the Company to issue such Units for less than fair market value); and (ix) the right, if any, of the Members holding such Units to vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of the Members


 
25 holding such Units. The Board in its sole discretion, is authorized (i) to issue Units or other Company securities of any newly established Class or series or any existing Class (vested or unvested) to Members or other Persons, (ii) to amend this Agreement to reflect the creation of any such new Class or series of Units, (iii) to amend or amend and restate the Schedule of Members to reflect the issuance of Units or other Company securities of such Class or series and the admission of any Person who has received Units or other Company securities as a Member and (iv) to effect the combination, subdivision and/or reclassification of outstanding Units or a Class or series of outstanding Units as may be necessary or appropriate to give, economic effect to equity investments in the Company by the Board that are not accompanied by the issuance by the Company to the Board of additional Units and to amend or amend and restate the Schedule of Members accordingly, in each case, without further act, vote, approval or consent of the Members or any other Person notwithstanding anything otherwise to the contrary in this Agreement or, to the fullest extent permitted by applicable Law, the Act or any other applicable Law. Upon any one or more of (i) the issuance of Units or any other Company securities to any Person, (ii) the admission of any Person as a Member or (iii) the combination, subdivision and/or reclassification of outstanding Units or a Class or series of outstanding Units , in each case, by the Board pursuant to the foregoing provisions of this Section 7.01, the Board shall amend or amend and restate the Schedule of Members to reflect such change without further act, vote, approval or consent of the Members or any other Person notwithstanding anything otherwise to the contrary in this Agreement or, to the fullest extent permitted by applicable Law, the Act or any other applicable Law. All Members holding Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement. Section 7.02 Register; Certificates; Legends. (a) The Company shall maintain a schedule of Units, other Company securities and all Members setting forth: (i) the name and address of each Member; (ii) the aggregate number of Units and the aggregate number of each Class or series of Units or other Company securities; (iii) the aggregate number of Units and the aggregate number of each Class or series of Units or other Company securities held by each Member or Assignee; (iv) whether such Units are Unvested Units; and (v) the Capital Contributions made or deemed made by each Member (such schedule, as amended and/or restated in accordance with this Agreement, the “Schedule of Members”). To the fullest extent permitted by applicable Law, the Schedule of Members shall be the definitive record of the ownership of each Unit, including the Class and series thereof, other Company securities and all relevant information with respect to each Member and Assignee. (b) Unless the Board in its sole discretion shall determine otherwise by resolution, Units shall be uncertificated and recorded in the Schedule of Members. (c) If the Board determines by resolution that one or more Classes or series of Units shall be certificated, then the provisions of this Section 7(c) shall apply to such Class or series of Units. Each Unit of such Class or series shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8- 102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter


 
26 substantially includes the 1994 versions of Article 8 thereof as adopted by the American law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 and the Company hereby “opts-in” to such provisions for the purposes of the Uniform Commercial Code. The Company shall maintain books and records for the purposes of registering the Transfer of such Class or series of Units (which records may be the Schedule of Members) and, notwithstanding anything otherwise to the contrary in this Agreement, the Transfer of any Unit of such Class or series shall require the delivery of an endorsed certificate and any Transfer of a Unit of such Class or series shall not be deemed effective until the Transfer is registered on the books and records of the Company (which books and records may be the Schedule of Members). Each Unit of such Class or series shall be represented by a certificate substantially in the form attached hereto and incorporated herein under by reference as Exhibit A (a “Unit Certificate”), and shall bear a legend in substantially the following form: THE SECURITIES PRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINANCE OF AMERICA EQUITY CAPITAL LLC DATED AS OF DECEMBER 15, 2025, AS AMENDED AND/OR AMENDED AND RESTATED FROM TIME, TO TIME A COPY OF WHICH WILL BE FURNISHED BY FINANCE OF AMERICA EQUITY CAPITAL LLC UPON REQUEST. Notwithstanding anything otherwise to the contrary in this Agreement, to the extent that any provision of this Section 7.02(c) is inconsistent with the non-waivable provisions of Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware, the provisions of Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware shall control. Section 7.03 Registered Members. The Company shall be entitled to recognize the exclusive right of a Person listed on the Schedule of Members as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law. ARTICLE VIII VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS Section 8.01 Vesting of Unvested Units. (a) Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as agreed to in writing between the Board and the applicable Member and reflected in the Schedule of Members.


 
27 (b) The Board in its sole discretion may authorize the earlier vesting of all or a portion of Unvested Units owned by any one or more Members at any time and from time to time, and in such event, such Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the Board’s discretion in respect of Unvested Units shall, to the fullest extent permitted by applicable Law, be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Upon the vesting of any Unvested Units in accordance with this Section 8.01, the Board shall amend or amend and restate the Schedule of Members to reflect such vesting without further act, vote, approval or consent of the Members or any other Person notwithstanding anything otherwise to the contrary in this Agreement or the fullest extent permitted by applicable Law, the Act or any other applicable Law. (d) Upon vesting of Class B Units, the Company shall provide a notice of conversion to each eligible Participant that holds Class B Units and execution of the Class B Unit Agreement shall constitute consent by any Participant that holds Class B Units to a mandatory conversion of Class B Units into Class A Units. Section 8.02 Forfeiture of Units. (a) Except as otherwise agreed to in writing between the Board and the applicable Person and reflected in the Schedule of Members, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the Schedule of Members, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the Board and the applicable Person and reflected in the Schedule of Members, if the Board determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the Schedule of Members, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the Board shall amend or amend and restate the Schedule of


 
28 Members to reflect such forfeiture and cancellation, without further act, vote, approval or consent of the Members or any other Person notwithstanding anything otherwise to the contrary in this Agreement or, to the fullest extent permitted by applicable Law, the Act or any other applicable Law. Section 8.03 Member Transfers (a) Except as otherwise agreed to in writing between the Board and the applicable Member and reflected in the Schedule of Members or as otherwise expressly provided in this Article VIII, no Member or Assignee may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other Company securities (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case, in the Board’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Board, in its sole discretion. Any such determination in the Board’s discretion in respect of the Transfer of Units or other Company securities shall, to the fullest extent permitted by applicable Law, be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by applicable Law, null and void. (b) Notwithstanding the foregoing, the Board shall not unreasonably withhold its prior consent to any Transfer of Units: (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Member or Assignee or the immediate family of such Member or Assignee; (iv) to any immediate family member or other dependent of the Member or Assignee; (v) as a distribution to limited partners, members or stockholders of the Member or Assignee; (vi) to the Member’s or Assignee’s Affiliates or to any investment fund or other entity controlled or managed by the Member or Assignee; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency to which the Member or Assignee or the Member’s or Assignee’s Unit are subject. (c) Notwithstanding anything otherwise to the contrary in this Section 8.03, without the consent of the Board or any other Person, each Member that is a Principal Stockholder may Transfer or otherwise create an Encumbrance with respect to all or any portion of its Units in a Transfer not in violation of Section 8.06(b). (d) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Vested Units that are vested as of the date of such Exchange Transaction in an Exchange Transaction pursuant to, and in accordance with, the Exchange Agreement, including, for clarity, that in the case of any Member other than a Principal Stockholder, such Exchange Transaction shall be effected in compliance with reasonable policies


 
29 that the Board may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion. (e) Notwithstanding anything otherwise to the contrary in this Section 8.03, the Board may implement policies and procedures to permit the Transfer of Units by the Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the Board. (f) Exchange of the Class A Units (received pursuant to the Class B Unit Agreement) for Class A Common Stock of the Corporation, shall be governed by this Agreement and independent of any exchanges under the Exchange Agreement. For the avoidance of doubt, execution of the Class B Unit Agreement shall constitute consent by the Company (as authorized by the Board) to a Holder’s right to exchange Class A Units for Class A Common Stock of the Corporation in connection with consummation of the Change in Control (as defined in the Incentive Plan) and such an Exchange Transaction will constitute a permissible Transfer under this Section 8.03. To participate in a Change in Control transaction, as applicable, each eligible Participant that is to receive Class A Units upon the aforementioned conversion may provide the Company with a notice requesting exchange within five business days of receiving notice from the Company of the aforementioned conversion of Class B Units into Class A Units. A Holder that fails to provide such notice will retain Class A Units, subject to the terms of this Agreement and the Class B Unit Agreement. Section 8.04 Mandatory Exchanges. The Board may in its sole discretion at any time and from time to time, without the consent of any Member or other Person, cause to be Transferred in an Exchange Transaction any and all Units, other than Units held by a Principal Stockholder at the time in question and/or a Person that is wholly-owned, directly or indirectly, as reflected in the Schedule of Members by Principal Stockholders at the time in question. Any such determinations by the Board need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. In addition, the Board may, with the consent of (i) the BL Investors holding a majority of the then outstanding Class A Units held by all BL Investors, (ii) the Blackstone Investors holding a majority of the then outstanding Class A Units held by all Blackstone Investors and (iii) Members whose Vested Percentage Interests exceed 66 2/3% of the Vested Percentage Interests of all Members in the aggregate, require all Members to Transfer in an Exchange Transaction all Units held by them. For the avoidance of doubt, any exchange pursuant to this Section 8.04 shall be treated as an Exchange pursuant to the Tax Receivable Agreements. Section 8.05 Encumbrances. Except as otherwise provided in this Agreement, no Member or Assignee may create an Encumbrance with respect to all or any portion of its Units or other Company securities (or any beneficial interest therein) other than Encumbrances that run in favor of the Member unless the Board consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in the Board’s sole discretion. Consent of the Board pursuant to the foregoing sentence shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this


 
30 Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by applicable Law, null and void. Section 8.06 Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the Board may impose such additional vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date or any Units or other Company securities that are created thereafter, with the written consent of the holder of such Units or other Company securities. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Board in its sole discretion with respect to all or a portion of the Units or other Company securities owned by such holder at any time and from time to time, and shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit or other Company securities be made by any Member or Assignee if the Board determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit or other Company securities; (ii) such Transfer would require the registration of such transferred Unit or of any Class or series of Units or other Company securities pursuant to any applicable U.S. federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws; (iii) such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Corporation, the Board or any Manager to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the Board, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and any instruments reflecting such Assignee’s agreement to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Board, as determined in the Board’s sole discretion; provided that no such legal and/or tax opinions shall be required for a Transfer by a Principal Stockholder; or (v) the Board shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder.


 
31 (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Board shall determine in good faith that additional restrictions on Transfers are necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code, the Board may impose such additional restrictions on Transfers as the Board has determined in good faith to be so necessary or advisable; provided that prior notice of such additional restrictions on transfer is provided to all Members and Assignees. (d) To the fullest extent permitted by applicable Law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect. Section 8.07 Rights of Assignees. Subject to Section 8.06(b), the Transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Member which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Member. The transferring Member will remain a Member even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Company as a Member pursuant to Section 8.09. Income, loss and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706 as determined by the Board. Section 8.08 Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied: (a) the Board consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in each case, in the Board’s sole discretion; (b) if required by the Board, the Board receives written instruments (including, without limitation, copies of any instruments of Transfer and an instrument evidencing such Assignee’s agreement to be bound by this Agreement as a substitute member of the Company) that are in a form satisfactory to the Board (as determined in its sole discretion); (c) if required by the Board, the Board receives an opinion of counsel satisfactory to the Board to the effect that such Transfer is in compliance with this Agreement and all applicable Laws; provided that no such opinion of counsel shall be required for a Transfer by a Principal Stockholder; and (d) if required by the Board, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company); provided that no Principal Stockholder shall be required to pay the Company’s reasonable expenses connected with a Transfer by such Principal Stockholder. Section 8.09 Resignation Members. If a Member (other than the Corporation) ceases to hold any Units, including as a result of a forfeiture of Units pursuant to Section 8.02, then such Member shall cease to be a Member and to have the power to exercise any rights or powers of a


 
32 member of the Company, and shall be deemed to have resigned from the Company. Notwithstanding anything to the contrary contained in the Act, unless otherwise specifically agreed to by the Corporation, if the Corporation does not hold or ceases to hold any Units, it shall remain a Member. Except as otherwise provided in Article IX or the Act, to the fullest extent permitted by applicable Law, no admission, substitution, or resignation of a Member will cause the dissolution of the Company. To the fullest extent permitted by Law, any purported admission or resignation of a Member that is not in accordance with this Agreement shall be null and void. Section 8.10 Applicability of Certain Provisions to the Principal Stockholders. Notwithstanding anything otherwise to the contrary, Sections 8.01, 8.02 and 8.06(a) are not applicable to any Units held by a Principal Stockholder or in which a Principal Stockholder has an indirect interest as set forth in the Schedule of Members. ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION Section 9.01 No Dissolution. Except as required by the Act, the Company shall not be dissolved by the admission of additional Members or resignation of Members in accordance with the terms of this Agreement. The Company may be dissolved, liquidated, wound up and terminated only pursuant to the provisions of this Article IX, and the Members hereby irrevocably waive to the fullest extent permitted by applicable Law, any and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company assets. Section 9.02 Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; (b) the written consent of all Members; (c) at any time there are no Members, unless the Company is continued in accordance with the Act; or (d) the determination of the Board in its sole discretion; provided that in the event of the Company’s dissolution pursuant to this clause (d), the relative economic rights of the Members holding each Class or series of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect Members holding one or more Classes or series of Units and subject to compliance with applicable Laws, unless, and to the extent that, with respect to the Members holding any Class or series of Units, the Members holding of not less than 90% of the Units of such Class or series consent in writing to a treatment other than as described above.


 
33 Section 9.03 Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the Board, or any other Person designated by the Board, shall act as the liquidating trustee (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up of the Company, the assets of the Company shall, except as may be otherwise required by the Act, be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable Law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”), which such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (b) The balance, if any, to the Members, shall, subject to the provisions of the applicable Certificate of Designations with respect to any Preferred Units, be distributed in accordance with Section 4.01(a). Section 9.04 Time for Liquidation. A reasonable amount of time shall be allowed for the orderly winding up of the Company and the payment or reasonable provision for the payment of all claims and obligations of the Company. Section 9.05 Termination. The Company shall terminate when all of the assets of the Company, after payment or reasonable provision for the payment of all claims and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act. Section 9.06 Claims of the Members. The Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment or reasonable provision for the payment of all claims and obligations of the Company are insufficient to return such Capital Contributions, the Members shall, to the fullest extent permitted by applicable Law, have no recourse against the Company or any other Member or any other Person. No Member with a negative balance in such Member’s Capital Account shall have any obligation to the Company or to the other Members or to any creditor or other Person to restore such negative balance during the existence of the Company, upon dissolution or winding up of the Company or otherwise, except to the extent required by the Act. Section 9.07 Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5.07, 11.09 and 11.10 shall, to the fullest extent permitted by applicable Law, survive the termination of the Company.


 
34 ARTICLE X LIABILITY AND INDEMNIFICATION Section 10.01 Liability of Members and Managers (a) No Member and no Affiliate, manager, member, director, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member, except to the extent required by the Act. No Manager shall be liable for any debt, obligation or liability of the Company solely by reason of being a manager of the Company. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members or on their respective Affiliates. Further, notwithstanding anything otherwise to the contrary in this Agreement or any duty otherwise existing at law or in equity, no Member shall, to the fullest extent permitted by applicable Law, have duties (including fiduciary duties) to the Company, any other Member or any other Person that is a party to or is otherwise bound by this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing. (c) Notwithstanding anything otherwise to the contrary in this Agreement to the extent that, at law or in equity, any Member has liabilities relating thereto to the Company, any other Member or any other Person who is a party to or is otherwise bound by this Agreement, any Member acting under this Agreement shall not be liable to the Company, any other Member or any other Person who is a party to or is otherwise bound by this Agreement, for such Member’s good faith reliance on the provisions of this Agreement. (d) The provisions of this Section 10.01, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of any Member otherwise existing at law or in equity, are agreed by the Company, the Members and any other Person who is a party to or is otherwise bound by this Agreement to replace such other duties and liabilities of the Members relating thereto to the fullest extent permitted by applicable Law. Section 10.02 Duties, Liability and Outside Activities of the Corporation, the Managers and Officers. (a) Notwithstanding anything otherwise to the contrary in this Agreement or any duty otherwise existing at law or in equity, none of the Corporation, any Manager or any Officer shall, to the fullest extent permitted by applicable Law, have duties (including fiduciary duties) to the Company, any Member, any other Manager, any Officer, or any other Person that is a party to or is otherwise bound by this Agreement; provided, however, that the Corporation and each Manager and Officer shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing. In furtherance, but not in limitation, of the foregoing sentence, whenever in this Agreement the Corporation, a Manager, or the Board collectively, is permitted or required to make a decision in its “sole discretion” or “discretion” or


 
35 under a grant of similar authority or latitude, the Corporation or such Manager or the Board, as applicable, shall be entitled to consider only such interests and factors as it desires, including its own interests or the interests of its stockholders or, in the case of the Board or the Managers, the interests of the Corporation and the Corporation’s stockholders, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Member, any other Manager, any Officer, or any other Person that is a party to or is otherwise bound by this Agreement. (b) Notwithstanding anything otherwise to the contrary in this Agreement to the extent that, at law or in equity, the Corporation, any Manager or any Officer has liabilities relating thereto to the Company, any Member or to any other Person who is a party to or is otherwise bound by this Agreement, the Corporation, any such Manager and any such Officer acting under this Agreement shall not be liable to the Company, any Member or any other Person who is a party to or is otherwise bound by this Agreement, for its good faith reliance on the provisions of this Agreement. (c) Notwithstanding anything otherwise to the contrary contained in this Agreement, the Corporation, each Manager and each Officer shall be fully protected relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented by any Member or Manager, the Liquidation Agent, any Officer or any employee of the Company, or by any other Persons as to matters the Corporation, such Manager or such Officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets available for distribution to the Members or creditors. (d) The foregoing provisions of this Section 10.02, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of the Corporation, the Managers or any Officer otherwise existing at law or in equity, are agreed by the Company, the Members and any other Person that is a party to or is otherwise bound by this Agreement, to replace such other duties and liabilities of the Corporation, the Managers and any Officer relating thereto, to the fullest extent permitted by applicable Law. Section 10.03 Indemnification. (a) Indemnification. To the fullest extent permitted by applicable Law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such Law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided, that such Indemnitee shall not be entitled to be


 
36 indemnified hereunder to the extent that such Indemnitee’s conduct constituted fraud, willful misconduct or a bad faith violation of the implied contractual covenant of good faith and fair dealing. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.03(c), the Company shall be required to indemnify an Indemnitee in connection with any Proceeding (or part thereof) (i) commenced by such Indemnitee, only if the commencement of such Proceeding (or part thereof) by such Indemnitee was authorized by the Board, and (ii) by or in the right of the Company, only if the Board has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and shall only be required be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such other Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not adversely affect the indemnification and advancement rights provided pursuant to the Existing Agreement in favor of any Person relating to Proceedings arising out of actions or omissions occurring in whole or in part prior to the Effective Date. (b) Advancement of Expenses. To the fullest extent permitted by applicable Law, the Company shall promptly pay reasonable expenses (including attorneys’ fees) incurred by any Indemnitee in appearing at, participating in or defending any Proceeding in advance of the final disposition of such Proceeding, including appeals, upon presentation of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Section 10.03 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.03(c), the Company shall be required to pay expenses of an Indemnitee in connection with any Proceeding (or part thereof) (i) commenced by such Indemnitee, only if the commencement of such Proceeding (or part thereof) by such Indemnitee was authorized by the Board and (ii) by or in the right of the Company, only if the Board has provided its prior written consent. (c) Unpaid Claims. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses, as applicable, under this Section 10.03 is not paid in full within thirty (30) days after a written claim therefor by any Indemnitee (and, if applicable, on undertaking to repay) has been received by the Company, such Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that such Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable Law. (d) Insurance. (1) To the fullest extent permitted by applicable Law, the Company may purchase and maintain insurance on behalf of any person described in Section 10.03(a) against any liability asserted against such person, whether or not the Company would


 
37 have the power to indemnify such person against such liability under the provisions of this Section 10.03 or otherwise. (i) In the event of any payment by the Company under this Section 10.03, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee from any relevant other Person or under any insurance policy issued to or for the benefit of the Company, such relevant other Person, or any Indemnitee. Each Indemnitee agrees to execute all papers required and take all action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce any such rights in accordance with the terms of such insurance policy or other relevant document. The Company shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation. (ii) The Company shall not be liable under this Section 10.03 to make any payment of amounts otherwise indemnifiable under this Section 10.03 (including, but not limited to, judgments, fines and amounts paid in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to the extent that the applicable Indemnitee has otherwise actually received such payment under this Section 10.03 or any insurance policy, contract, agreement or otherwise. (e) Non-Exclusivity of Rights. The provisions of this Section 10.03 shall be applicable to all Proceedings made or commenced after the Effective Date, whether arising from acts or omissions to act occurring before or after the Effective Date. The provisions of this Section 10.03 shall be deemed to be a contract between the Company and each Indemnitee (or legal representative thereof) who serves in such capacity at any time while this Section 10.03 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or Proceeding then or theretofore existing, or any Proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.03 shall be found to be invalid or limited in application by reason of any law or regulation, it shall, to the fullest extent permitted by applicable Law, not affect the validity of the remaining provisions hereof. The rights of indemnification and advancement of expenses provided in this Section 10.03 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any Indemnitee may otherwise be or become entitled or permitted by contract, this Agreement or as a matter of Law, both as to actions in such Indemnitee’s official capacity and actions in any other capacity, it being the policy of the Company that indemnification of and advancement of expenses of any Indemnitee shall be made to the fullest extent permitted by applicable Law. For purposes of this Section 10.03, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, Manager, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, Manager, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.


 
38 This Section 10.03 shall not limit the right of the Company, to the extent and in the manner permitted by applicable Law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.03(a). ARTICLE XI MISCELLANEOUS Section 11.01 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision of the Agreement is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. Section 11.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service (delivery receipt requested), by fax, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.02): (a) If to the Company, to: Finance of America Equity Capital LLC 5830 Granite Parkway, Suite 400 Plano, Texas 75024 Attention: Lauren Richmond, Chief Legal Officer, General Counsel & Secretary Email: larichmond@financeofamerica.com (b) If to any Member other than the Corporation, to such Member at the address of such Member as contained in the Company’s records, reflecting information provided by such Member. (c) If to the Corporation, to: Finance of America Companies Inc. 5830 Granite Parkway, Suite 400 Plano, Texas 75024 Attention: Lauren Richmond, Chief Legal Officer, General Counsel & Secretary Email: larichmond@financeofamerica.com


 
39 Section 11.03 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by applicable Law. Section 11.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns. Section 11.05 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement. Each party hereto acknowledges and agrees that the parties hereto have participated collectively in the negotiation and drafting of this Agreement and that he or she or it has had the opportunity to draft, review and edit the language of this Agreement; accordingly, it is the intention of the parties that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive, to the fullest extent permitted by applicable Law, the benefit of any rule of law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language. Section 11.06 Counterparts. This Agreement may be executed and delivered (including by email or facsimile transmission of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06. Section 11.07 Further Assurances. The Corporation, each Member and each other Person that is a party to or otherwise bound by this Agreement shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement. Section 11.08 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, pertaining thereto (including, without limitation, the Existing Agreement). Section 11.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to its principles of conflicts of laws. Section 11.10 Submission to Jurisdiction; Waiver of Jury Trial.


 
40 (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, brought by any Person that is a party to or is otherwise bound by this Agreement or such Person’s successors or permitted assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. To the fullest extent permitted by applicable Law, each Person that is a party to or is otherwise bound by this Agreement hereby (i) irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgement in respect of this Agreement and the rights and obligations arising hereunder, in any court other than the aforesaid courts, (ii) irrevocably consents to service of process in any such dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 12.02 and (iii) irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any such dispute (A) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 11.10, (B) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) or (C) any objection which such party may now or hereafter have (x) to the laying of venue of any such dispute brought in the courts referred to above, (y) that such action brought in any such court has been brought in an inconvenient forum and (z) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts. (b) To the extent that any Person that is a party to or is otherwise bound by this Agreement has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, or to such Person’s property, to the fullest extent permitted by applicable Law, each such Person hereby irrevocably waives such immunity in respect of such Person’s obligations with respect to this Agreement. (A) EACH PERSON THAT IS A PARTY TO OR OTHERWISE BOUND BY THIS AGREEMENT ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY AGREEING TO THE CHOICE OF DELAWARE LAW TO GOVERN THIS AGREEMENT AND TO THE JURISDICTION OF DELAWARE COURTS IN CONNECTION WITH PROCEEDINGS BROUGHT HEREUNDER. EACH PERSON THAT IS A PARTY TO


 
41 OR IS OTHERWISE BOUND BY THIS AGREEMENT INTENDS THIS TO BE AN EFFECTIVE CHOICE OF DELAWARE LAW AND AN EFFECTIVE CONSENT TO JURISDICTION AND SERVICE OF PROCESS UNDER 6 DEL. C. § 2708. (B) EACH PERSON THAT IS A PARTY TO OR OTHERWISE BOUND BY THIS AGREEMENT FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE VALIDITY, NEGOTIATION, EXECUTION, INTERPRETATION, PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER. Section 11.11 Expenses. Except as otherwise specified in this Agreement, the Company shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the Members and the Company in connection with the preparation, negotiation, and operation of this Agreement. Section 11.12 Amendments and Waivers (a) This Agreement (including the exhibits and schedules hereto) may be amended, supplemented, waived or modified with the affirmative consent or approval of the Board in its sole discretion without the approval of any Member or other Person; provided that for so long as the Principal Stockholders collectively own, in the aggregate, at least 5% of the outstanding Class A Units, the prior written consent of the Principal Stockholders holding a majority of the then outstanding Class A Units held by all of the Principal Stockholders will be required for any amendment, supplement, waiver or modification of this Agreement, including any amendment, supplement, waiver or modification that may occur as a result of merger, consolidation, combination or conversion of the Company; provided that no amendment may materially and adversely affect the rights of a holder of Units, as such, other than on a pro rata basis with other holders of Units of the same Class without the consent of such holder (or, if there is more than one such holder that is so affected, without the consent of a majority in interest of such affected holders in accordance with their holdings of such Class of Units); provided further, that notwithstanding the foregoing, the Board may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (1) any amendment, supplement, waiver or modification that the Board determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of Units or any Class or series of Units or other Company securities or Unit combinations or subdivisions, in each case, pursuant to Section 7.01; (2) amend or amend and restate the Schedule of Members to reflect the admission, substitution or resignation of Members in accordance with this Agreement, including pursuant to


 
42 Section 2.08, Section 7.01 and Section 8.09; (3) amend, supplement or modify this Agreement to reflect a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company, in each case, made by the Board in accordance with this Agreement; (4) amend, supplement, waive or modify this Agreement or the Schedule of Members if the Board determines in its sole discretion such amendment, supplement, waiver or modification to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (5) amend, supplement, waive or modify Sections 5.03, 5.04 and 5.05 solely to the extent permitted pursuant to Section 5.09; (6) amend, supplement or modify this Agreement to reflect a change in the Fiscal Year or Tax Year of the Company and any other changes that the Board determines to be necessary or appropriate as a result of a change in the Fiscal Year or Tax Year of the Company including a change in the dates on which distributions are to be made by the Company; and/or (7) any amendment, supplement, waiver or modification that the Board determines in its sole discretion to be necessary or appropriate in order to provide that the business, property and affairs of the Company be managed by or under the sole, absolute and exclusive direction of the Corporation, as the sole “manager” of the Company rather than by the Board; provided further, that notwithstanding the foregoing, no amendment, including any amendment effected by way of merger, consolidation or transfer of all or substantially all the assets of the Company, may adversely affect the rights of (i) the BL Investors without the consent of the BL Investors holding a majority of the then outstanding Class A Units held by all BL Investors or (ii) the Blackstone Investors without the consent of the Blackstone Investors holding a majority of the then outstanding Class A Units held by all Blackstone Investors. Any amendment, supplement, waiver or modification of this Agreement or the Schedule of Members that has been approved in accordance with this Agreement, shall be adopted and effective with respect to all Persons that are parties to or otherwise bound by this Agreement. Upon obtaining such approvals as may be required by this Agreement, and without further action or execution on the part of any Member or other Person, any amendment, supplement, waiver or modification to this Agreement may be implemented and reflected in a writing executed solely by the Board, and the other Persons that are parties to or otherwise bound by this Agreement shall be deemed a party to and bound by such amendment, supplement, waiver or modification. (b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. (c) Notwithstanding the foregoing, the Board may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83- 3(l) (or any similar provision) under which the fair market value of a Company interest (or interest in an entity treated as a partnership for U.S. federal income tax purposes) that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Company and each of its Members to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all Company interests (or interest in an


 
43 entity treated as a partnership for U.S. federal income tax purposes) transferred in connection with the performance of services while the election remains effective, and (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), 1.704-1(b)(2)(iv)(b)(1) and any other related amendments. (d) Except as may be otherwise required by applicable Law in connection with the winding up, liquidation, or dissolution of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Company’s property. Section 11.13 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Persons that are parties to or are otherwise bound by this Agreement and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than any Indemnitee pursuant to Section 10.03) provided, however, that (i) each Manager and Officer and each employee, officer, director, agent or indemnitee of any Person who is bound by this Agreement or its Affiliates is an intended third party beneficiary of Section 11.10 and shall be entitled to enforce its rights thereunder and (ii) the Corporation, whether or not then a Member, is an intended third party beneficiary of and shall be entitled to enforce its rights under this Agreement. Section 11.14 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Section 11.15 Power of Attorney. Each Member, by its execution hereof, hereby makes, constitutes and appoints each Manager as its true and lawful agent and attorney in fact, with full power of substitution and re-substitution and full power and authority in its name, place and stead, to the same extent and with the same effect as such Member would or could do under applicable Law, to make, execute, sign, acknowledge, swear to, record and file: (a) this Agreement and any amendment to this Agreement that has been consented to and adopted as herein provided; (b) all amendments to the Certificate required or permitted by applicable Law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Members have agreed to provide upon a matter receiving the agreed support of Members) deemed advisable by the Board to carry out the provisions of this Agreement and applicable Law or to permit the Company to become or to continue as a limited liability company or entity wherein the Members have limited liability in each jurisdiction where the Company may be doing business; (d) all instruments that the Board deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement, including, without limitation, the admission of additional Members or substituted Members pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the Board to effect the liquidation and termination of the Company; and (f) all fictitious or assumed name certificates required or permitted (in light of the Company’s activities) to be filed on behalf of the Company.


 
44 Section 11.16 Separate Agreements; Schedules. Notwithstanding any other provision of this Agreement, including Section 11.12, with the prior consent of (i) the BL Investors holding a majority of the then outstanding Class A Units held by all BL Investors and (ii) the Blackstone Investors holding a majority of the then outstanding Class A Units held by all Blackstone Investors, the Board in its sole discretion may, or may cause the Company to, without the approval of any other Member or other Person, enter into separate subscription, letter or other agreements with individual Members with respect to any matter, which have the effect of establishing rights under, or altering, supplementing or amending the terms of, this Agreement. The parties hereto agree that any terms contained in any such separate agreement shall govern with respect to such Member(s) party thereto notwithstanding the provisions of this Agreement. The Board in its sole discretion may from time to time execute and deliver to the Members schedules which set forth information contained in the books and records of the Company and any other matters deemed appropriate by the Board. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever. Notwithstanding anything to the contrary, solely for U.S. federal income tax purposes, this Agreement, the Exchange Agreement, the Tax Receivable Agreements and any other separate agreement described in this Section 11.16 shall constitute a “partnership agreement” within the meaning of Section 706(c) of the Code. Section 11.17 Partnership Status. The Members intend to treat the Company as a partnership for U.S. federal income tax purposes and notwithstanding anything to the contrary herein, no election to the contrary shall be made. For U.S. federal income tax purposes, the Company shall be treated as a continuation of UFG Global LLC. Section 11.18 Delivery by Facsimile or Email. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, e-mail with scan or facsimile attachment, or electronic signature and electronic transmission shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Person that is a party to or is otherwise bound by this Agreement or to any such agreement or instrument shall raise the use of a facsimile machine or email or electronic signature or electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine, email or otherwise electronically as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense. [Remainder of Page Intentionally Left Blank]


 
[Signature Page – Second A&R LLCA of Finance of America Equity Capital LLC] IN WITNESS WHEREOF, I hereby certify that the foregoing Agreement was duly adopted by the Board as of the date set forth above. By: _/s/ Lauren Richmond____________________ Name: Lauren Richmond Title: Chief Legal Officer, General Counsel & Secretary


 
EXHIBIT A Form of Unit Certificate Certificate Number ____ ______ [Class A][Class B][Series A Preferred] Units FINANCE OF AMERICA EQUITY CAPITAL LLC, a Delaware limited liability company (the “Company”), hereby certifies that ________________ (the “Holder”) is the registered owner of the number of [Class A][Class B][Series A Preferred] Units constituting limited liability company interests in the Company (the “Units”) set forth on this certificate. THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE UNITS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE UNITS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF DECEMBER 15, 2025, AS THE SAME MAY BE AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME (THE “AGREEMENT”). THE TRANSFER OF THIS CERTIFICATE AND THE UNITS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Units evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all of the terms and conditions of the Agreement. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to the Company at its principal place of business. The Company maintains books and records for the purpose of registering the transfer of Units. Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by _______________________ its ______________________ as of the date set forth below. Dated: _____________ __, 20 Name: Title:


 
REVERSE SIDE OF CERTIFICATE FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ [print or typewrite the name of the transferee], _____________________ [insert Social Security Number or other taxpayer identification number of transferee], the following number of Units: __________________________ [identify number of Units being transferred], and irrevocably constitutes and appoints _____________________ as attorney-in-fact to transfer the same on the books and records of the Company, with full power of substitution in the premises. Dated: ___________ ___, 20 Signature: _________________________ (Transferor) Address: ____________________________


 
48 EXHIBIT B Form of Class B Unit Agreement


 
1 FORM OF CLASS B UNIT AGREEMENT UNDER THE FINANCE OF AMERICA COMPANIES INC. 2021 OMNIBUS INCENTIVE PLAN Pursuant to the Class B Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Class B Unit Agreement (this “Class B Unit Agreement”), the Finance of America Companies Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), the Amended and Restated Limited Liability Company Agreement (as amended by Amendment No. 1, dated as of November 12, 2025, the “LLC Agreement”) of Finance of America Equity Capital LLC (“FoA LLC”), Finance of America Companies Inc., a Delaware corporation (the “Company”), FoA LLC and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. 1. LLC Agreement. Each of the Participant and the Company agrees that the Incentive Units (as defined below) issued to the Participant hereunder have been issued in connection with, and as a part of, the compensation and incentive arrangements between the Company and the Participant and pursuant to the terms and conditions of this Class B Unit Agreement, the Plan, and the LLC Agreement. The Participant’s execution of the Grant Notice shall be deemed to constitute the Participant’s agreement to be bound by the terms and conditions contained in the LLC Agreement with respect to the Class B Units of FoA LLC granted hereunder. 2. Grant of Class B Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Class B Units of FoA LLC provided in the Grant Notice (such units, the “Incentive Units”). The Company may make one or more additional grants of Class B Units to the Participant under this Class B Unit Agreement by providing the Participant with a new grant notice, which may also include any terms and conditions differing from this Class B Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Class B Units hereunder and makes no implied promise to grant additional Class B Units. 3. Vesting. Subject to the conditions contained herein and in the Plan, the Incentive Units shall vest as provided in the Grant Notice. 4. Exchange of Class A Units for Shares of Common Stock. Upon vesting and converting into Class A Units of FoA LLC (“Class A Units”), each such Class A Unit, will be exchangeable for a share of Common Stock on a 1:1 basis on the Vesting Date, at the election of the Participant and in accordance with the terms of the LLC Agreement. For the avoidance of doubt, any fractional Class A Units will be aggregated and rounded down to the nearest whole Class A Unit. Notwithstanding anything in this Class B Unit Agreement or the LLC Agreement to the contrary, the Company shall have no obligation to issue or transfer any LLC Units (or, following any exchange of such LLC Units, shares of Common Stock) as contemplated by this Class B Unit Agreement, unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.


 
2 5. Treatment of Incentive Units Upon Termination. All unvested Incentive Units shall automatically be cancelled for no consideration upon a Participant’s Termination (other than a “Good Leaver Termination,” as set forth in the Grant Notice). In addition, and notwithstanding anything otherwise to the contrary, in the event of a Participant’s Termination for Cause, all Incentive Units (whether vested or unvested) held by Participant, and any securities acquired by Participant upon the conversion or exchange of such Incentive Units, shall be cancelled for no consideration. 6. Tax Treatment; 83(b) Election. (a) Tax Treatment. The Company intends that (a) the Incentive Units issued pursuant to this Class B Unit Agreement be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by Internal Revenue Service Revenue Procedure 2001-43, (b) the issuance of such interests not be a taxable event to the Company or the Participant as provided in such Revenue Procedure, and (c) the LLC Agreement, the Plan and this Class B Unit Agreement be interpreted, construed and administered consistently with such intent. (b) 83(b) Election. Within 30 days after the date the Incentive Units are issued to the Participant, if the Participant is subject to United States federal income tax, the Participant will make an effective election (using the form of Exhibit A attached hereto) with the Internal Revenue Service under Section 83(b) of the Code relative to the Incentive Units issued pursuant to this Class B Unit Agreement and provide the Company with a copy such submission. 7. Spousal Consent. If the Participant is married on the Date of Grant, the issuance of Incentive Units hereunder is conditional upon, and will be effective only after, the Participant’s spouse has duly executed and delivered to the Company a spousal consent in the form attached hereto as Exhibit B, with an effective date as of the date of this Class B Unit Agreement. 8. Company; Participant. (a) The term “Company” as used in this Class B Unit Agreement with reference to employment shall include the applicable Service Recipient. (b) Whenever the word “Participant” is used in any provision of this Class B Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Incentive Units may be transferred (as set forth in Section 9 below), the word “Participant” shall be deemed to include such person or persons. 9. Non-Transferability. The Incentive Units are not transferable by the Participant (unless such transfer is specifically required pursuant to a domestic relations order or by Applicable Law). Except as otherwise provided herein, (i) no assignment or transfer of the Incentive Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, and (ii) immediately upon such purported assignment or transfer, the Incentive Units shall terminate and become of no further effect. For the avoidance of doubt, the foregoing restriction shall not impede the ability of a Participant to exchange Class A Units for Common Stock.


 
3 10. No Rights as Stockholder; No Dividend Equivalents. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock that the Incentive Units are exchanged for (if any) (including no rights with respect to voting), unless and until the Participant shall have become the holder of record or the beneficial owner of such shares of Common Stock. In addition, no adjustment shall be made for dividends or other rights in respect of any such shares of Common Stock for which the record date is prior to the date upon which the Participant becomes the holder of record or the beneficial owner thereof. The Participant shall not be entitled to receive dividend equivalent payments in respect of the Incentive Units. 11. Legend. To the extent applicable, all book entries (or certificates, if any) representing the Incentive Units and any shares of Common Stock delivered to the Participant upon exchange of such Incentive Units (as described in Section 4 above) shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares of Common Stock are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of any restrictions. 12. Notice. Every notice or other communication relating to this Class B Unit Agreement between the Company and the Participant shall be in writing, which may include by electronic mail, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s Chief Legal Officer or such officer’s designee, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time. 13. No Right to Continued Service. This Class B Unit Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Service Recipient or any other member of the Company Group. 14. Binding Effect. This Class B Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. 15. Waiver and Amendments. Except as otherwise set forth in Section 12 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Class B Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 
4 16. Clawback/Repayment. This Class B Unit Agreement shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) Applicable Law. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Class B Unit Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to promptly repay any such excess amount to the Company. 17. Non-Disparagement[; No-Hire]1. In order to protect the goodwill of the Company Group, to the fullest extent permitted by law, during the Participant’s employment or service with the Service Recipient and thereafter, Participant shall not, verbally or in writing (including, without limitation, posting on YouTube, Facebook, X, Instagram, Snapchat, blogs, or other public forums), make any disparaging remarks about, or make remarks that may otherwise reflect negatively upon or could reasonably be anticipated to cause damage to the reputation, goodwill, or business of, any member of the Company Group or any of their respective employees, officers, directors, consultants, other service providers, products, processes, policies, practices, or standards of business conduct; provided that nothing herein shall prevent the Participant from cooperating in any governmental proceeding or from providing truthful testimony pursuant to a legally-issued subpoena. [In addition, during the Participant’s employment or service, as applicable, with the Service Recipient and for two (2) years following the Participant’s Termination, the Participant agrees to not, and to not assist any other Person to, directly or indirectly, hire or engage any Restricted Employee (as defined below). “Restricted Employee” means any employee of the Company Group or any individual who was an employee of the Company Group at any time within the twelve (12)-month period immediately preceding the activity restricted by this Section 17.]2 In the event that any provision of this Section 17 is determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a time or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. 18. Detrimental Activity. Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity (including, for the avoidance of doubt, the Participant’s breach of Section 17 hereof), as determined by the Committee, then the Committee may, in its sole discretion, take actions permitted under the Plan, including, but not limited to: (i) cancelling any and all Incentive Units (and any securities acquired by Participant upon the conversion or exchange of such Incentive Units), or (ii) requiring that the Participant forfeit any gain realized on the vesting of the Incentive Units (and any securities acquired by Participant upon the conversion or exchange of such Incentive Units), and promptly repay such gain to the Company. 19. Right to Offset. The provisions of Section 13(x) of the Plan are incorporated herein by reference and made a part hereof. 20. Governing Law. This Class B Unit Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Class B Unit Agreement, the Grant Notice 1 Note to Draft: To exclude no-hire for participants located in California and other jurisdictions where no-hires are prohibited. 2 Note to Draft: See above.


 
5 or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Class B Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware. THE PARTICIPANT IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER. 21. Plan; LLC Agreement. The terms and provisions of the Plan and the LLC Agreement are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and LLC Agreement on the one hand, and this Class B Unit Agreement (including the Grant Notice) on the other, the Plan and LLC Agreement, as applicable, shall govern and control. 22. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Incentive Units, and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 24. Entire Agreement. This Class B Unit Agreement, the Grant Notice, the LLC Agreement, and the Plan constitute the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter. 25. Participant Representations. In connection with the issuance of the Incentive Units hereunder, the Participant represents and warrants to the Company that: (a) The Incentive Units to be acquired by the Participant pursuant to this Class B Unit Agreement will be acquired for the Participant’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any other applicable federal, state or foreign securities laws, such acquisition transaction has not be registered under the Securities Act, and such Incentive Units will not be disposed of in contravention of the Securities Act or any applicable federal, state or foreign securities laws. (b) The Participant is a manager, director, officer or other key employee or consultant of the Company or one of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the ownership of the Incentive Units. (c) The Participant is able to bear the economic risk of the ownership of the Incentive Units for an indefinite period of time because such securities cannot be sold unless registered under the Securities Act or an exemption from such registration is available.


 
6 (d) The Participant has had an opportunity to ask questions and receive answers concerning the terms of the Incentive Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Participant’s rights and obligations under this Class B Unit Agreement (including, without limitation, the LLC Agreement) and that the Participant fully understands the terms and conditions contained herein and therein.


 
EXHIBIT A FORM OF SECTION 83(B) ELECTION ELECTION PURSUANT TO SECTION 83(B) OF THE INTERNAL REVENUE CODE The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the units described below over the amount paid for those units. (i) The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year 20[_] (ii) The property which is the subject of this election is ______ Class B Units (the “Units”) of Finance of America Equity Capital LLC (the “Company”). (iii) The property was transferred to the undersigned on ___________________. (iv) The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. (v) The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.00 per Unit [x [____] Units = $0.00]. (vi) For the property transferred, the undersigned paid $0.00 per Unit [x [____] Units = $0.00]. (vii) The amount to include in gross income is $0.00. The undersigned taxpayer will file this election with the Internal Revenue Service Office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election will also be furnished to the person for whom the services were performed. The undersigned is the person performing services in connection with which the property was transferred. Dated: , 20[__]


 
Exhibit B FORM OF SPOUSAL CONSENT SPOUSAL CONSENT I, the undersigned spouse, hereby acknowledge that I have read the following agreements to which my spouse is a party and that I understand their contents: • Finance of America Equity Capital LLC Amended and Restated Limited Liability Company Agreement, as amended by Amendment No. 1, • Finance of America Companies Inc. 2021 Omnibus Incentive Plan, and • Class B Unit Agreement, I am aware that such agreements governing the issuance of Class B Units (the “Units”) of Finance of America Equity Capital LLC (the “Company”) to my spouse provide for the repurchase of my spouse’s Units under certain circumstances and impose other restrictions on such Units. I agree that my spouse’s interest in such Units is subject to the agreements referred to above and the other agreements referred to therein and any interest I may have in such Units shall be irrevocably bound by these agreements and the other agreements referred to therein and further that my community property interest (if any) shall be similarly bound by these agreements. I irrevocably constitute and appoint [________] (the “Unitholder”) as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient or otherwise) any and all Units of the Company in which I now have or hereafter acquire any interest and in any and all Units of the Company now or hereafter held of record by the Unitholder (including but not limited to, the right, without my further signature, consent or knowledge, to exercise amendments and modifications of, and to terminate, the foregoing agreements and to dispose of any and all such Units), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by disability, incapacity or death of the Unitholder or dissolution of marriage and this proxy will not terminate without the consent of the Unitholder and the Company. Unitholder: Spouse of Unitholder: Signature Signature Printed Name Printed Name Dated Dated


 
SUBSCRIBED AND SWORN to before me this _______ day of ________, 20__ My Commission Expires Notary Public


 
49 EXHIBIT C Certificate of Designations of Series A Convertible Perpetual Preferred Units


 
CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED UNITS OF FINANCE OF AMERICA EQUITY CAPITAL LLC WHEREAS, on or about the effective time of this Certificate of Designations, Finance of America Companies Inc. (the “Corporation”) has issued to certain investors shares of a new series of its Preferred Stock designated as “Series A Convertible Perpetual Preferred Stock” (the “Series A Preferred Stock”) with the designations, powers (including voting powers), preferences and relative, participating, optional, special or other rights of the shares of Preferred Stock included in such series, and the qualifications, limitations and restrictions thereof as provided in a certificate of designations relating such shares (the “Series A Preferred Stock Certificate of Designations”); and WHEREAS, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Finance of America Equity Capital LLC (the “Company”), dated as of December 15, 2025 (as amended from time to time, the “LLC Agreement”; capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the LLC Agreement), the Company may establish and issue from time to time Preferred Units in one or more series with the applicable powers, including voting powers, if any, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, of the Preferred Units of such series as set forth in the applicable certificate of designations relating to the Preferred Units of such series and forming a part of the LLC Agreement; and WHEREAS, on or about the effective time of this Certificate of Designation, the Corporation has contributed to the Company the proceeds from the sale of the Series A Preferred Stock in exchange for the issuance by the Company to the Corporation of a number of Series A Preferred Units (as defined below) equal to the number of shares of Series A Preferred Stock issued by the Corporation. NOW THEREFORE BE IT RESOLVED, that, pursuant to this Certificate of Designations, the Company hereby establishes a series of Preferred Units designated as “Series A Convertible Perpetual Preferred Units,” which are intended to have economic terms that materially mirror those of the Series A Preferred Stock such that whenever (i) the Corporation shall pay any optional or required dividend on or make any other optional or required cash payment in respect of a share of Series A Preferred Stock, the Company shall make a corresponding cash payment at the same time and in like amount to the Corporation, as holder of the corresponding Series A Convertible Perpetual Preferred Unit; and (ii) the Corporation shall issue and deliver any shares of its Class A Common Stock to a holder of a share of Series A Preferred Stock, the Company shall deliver a corresponding number of Class A Units at the same time and in like amount to the Corporation, as holder of the corresponding Series A Convertible Perpetual Preferred Unit, and that the economic terms, including with respect to liquidation preferences, dividend rights, optional and mandatory redemption rights and conversion rights of


 
2 such Series A Preferred Stock shall apply mutatis mutandis to the Series A Convertible Perpetual Preferred Units, all as provided as follows: SECTION 1. Designation and Number of Units. A series of Preferred Units shall be designated as “Series A Convertible Perpetual Preferred Units” (the “Series A Preferred Units”). The number of authorized units constituting the Series A Preferred Units shall at all times equal the number of authorized shares of Preferred Stock of the Corporation constituting the Series A Preferred Stock and any increase or decrease in the number of authorized shares of Series A Preferred Stock shall be accompanied by a corresponding increase or decrease in the number of authorized Series A Preferred Units. SECTION 2. Ranking. The Series A Preferred Units will rank in right of payment, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company: (a) on a parity basis with each other class or series of Preferred Units of the Company hereafter authorized, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Preferred Units as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company; (b) junior to each other class or series of Units of the Company hereafter authorized, the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Units as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (; and (c) senior to the Class A Units, Class B Units and each other class or series of Units of the Company hereafter authorized, the terms of which do not expressly provide that such class or series ranks on a parity basis with or senior to the Series A Preferred Units as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (such units, “Junior Units”). SECTION 3. [Reserved]. SECTION 4. Distributions. The Corporation, in its capacity as holder of Series A Preferred Units, shall be entitled to receive cumulative distributions from the Company at the same rate, and of the same type and in the same amount, as a holder of Series A Preferred Stock is entitled to receive cumulative “Dividends” (as defined in the Series A Preferred Stock Certificate of Designations) pursuant to terms of the Series A Preferred Stock, which terms shall apply to the Series A Preferred Units mutatis mutandis. In addition, whenever the Corporation shall make or be required to make any payment in respect of a share of Series A Preferred Stock pursuant to Section 4 of the Series A Preferred Stock Certificate of Designations, the Company shall make and be required to make a corresponding payment at the same time and in like amount on a corresponding Series A Preferred Unit held by the Corporation. SECTION 5. Liquidation Rights. Upon the occurrence of any “Liquidation Event” (as defined in the Series A Preferred Stock Certificate of Designations) and whenever the


 
3 Corporation is restricted from making or setting aside for the holders of any “Junior Stock” (as defined in the Series A Preferred Stock Certificate of Designations) any distribution or payment out of the assets of the Corporation, the Company shall similarly be restricted and to the same extent, mutatis mutandis, from making or setting aside for holders of Junior Units any distribution or payment out of the assets of the Company. In addition, whenever the Corporation shall make a payment in respect of a share of Series A Preferred Stock constituting the “Liquidation Preference” (as defined in the Series A Preferred Stock Certificate of Designations) or otherwise pursuant to Section 5 of the Series A Preferred Stock Certificate of Designations, the Company shall make a corresponding payment, at the same time and in like amount, on a corresponding Series A Preferred Unit held by the Corporation. To the same extent that a share of Series A Preferred Stock shall not be entitled to any further payments in the event of any “Liquidation Event” (as defined in the Series A Preferred Stock Certificate of Designations) pursuant to Section 5 of the Series A Preferred Stock Certificate of Designations, the corresponding Series A Preferred Unit held by the Corporation shall similarly not be entitled to any further payments from the Company. SECTION 6. Conversion. Whenever any share of Series A Preferred Stock is converted at the option of the holder into shares of Class A Common Stock of the Corporation and cash payments in accordance with Sections 6 and 7 of the Series A Preferred Stock Certificate of Designation, a corresponding Series A Preferred Unit held by the Corporation shall similarly be converted into a like number of Class A Units and a cash payment in the same amount. At any time that the Corporation delivers to a holder of shares of Class A Common Stock and/or cash payments in settlement of the conversion of a share of Series A Preferred Stock, the Company shall at the same time deliver to the Corporation, as holder of the corresponding Series A Preferred Unit, a like number of Class A Units and/or a cash payment in the same amount, as applicable. SECTION 7. [Reserved]. SECTION 8. Redemption. Whenever the Corporation shall redeem any share of Series A Preferred Stock in the circumstances and on the terms and conditions set forth in Section 8 of the Series A Preferred Stock Certificate of Designations, the Company shall at the same time redeem a corresponding Series A Preferred Unit held by the Corporation at a redemption price equal to the redemption price paid by the Corporation. The settlement of any such redemption of Series A Preferred Units shall occur concurrently with the corresponding redemption of the Series A Preferred Stock. SECTION 9. Adjustments. The number of Class A Units deliverable upon the conversion of a Series A Preferred Unit shall at all times equal the number of shares of Class A Common Stock deliverable upon the conversion of a share of Series A Preferred Stock. Without limiting the foregoing, any adjustment to the “Conversion Rate” (as defined in the Series A Preferred Stock Certificate of Designations”) whether pursuant to Section 9 of the Series A Preferred Stock Certificate of Designations or otherwise shall automatically result in a corresponding adjustment to the conversion rate of the Series A Preferred Units such that the number of Class A Units deliverable upon the conversion of a Series A Preferred Unit is equal to the adjusted number of shares of Class A Common Stock deliverable upon the conversion of a share of Series A Preferred Stock.


 
4 SECTION 10. [Reserved]. SECTION 11. Effect of Recapitalizations, Reclassifications and Changes of the Common Units. The provisions of Section 11 of the Series A Preferred Stock Certificate of Designations shall apply to the Series A Preferred Units mutatis mutandis. Without limiting the foregoing, at any time there is a change to the terms of the Series A Preferred Stock pursuant to Section 11 of the Series A Preferred Stock Certificate of Designations or otherwise, such change shall automatically result in a corresponding change to the terms of the Series A Preferred Units such that the Corporation shall at all times be entitled to receive from the Company in respect of any payment, conversion or settlement of a Series A Preferred Unit consideration of the same kind and in the same amount as the Corporation is obligated to deliver upon payment, conversion or settlement of a share of Series A Preferred Stock, mutatis mutandis. SECTION 12. [Reserved]. SECTION 13. [Reserved]. SECTION 14. Default. The provisions of Section 16 of the Series A Preferred Stock Certificate of Designations shall apply to the Series A Preferred Units mutatis mutandis. Without limiting the foregoing, any change to the “Dividend Rate” and the “Conversion Price” (in each case as defined in the Series A Preferred Stock Certificate of Designations) shall automatically result in corresponding changes to the terms of the Series A Preferred Units mutatis mutandis. SECTION 15. Term. Except as expressly provided in this Certificate of Designations, the Series A Preferred Units shall not be redeemable or otherwise mature and the term of the Series A Preferred Units shall be perpetual. SECTION 16. Creation of Additional Units. The Board, or any duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional Units of the Company. SECTION 17. No Sinking Fund. Shares of Series A Preferred Units shall not be subject to or entitled to the operation of a retirement or sinking fund. [Signature Page Follows]


 
[Signature Page to FOAEC Certificate of Designations] IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be executed this fifteenth day of December, 2025. FINANCE OF AMERICA EQUITY CAPITAL LLC By: /s/ Lauren Richmond Name: Lauren Richmond Title: Chief Legal Officer, General Counsel & Secretary


 
EX-10.22 4 exhibit1022-assetpurchasea.htm EX-10.22 Document
Exhibit 10.22
Certain information marked “[*]” has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

ASSET PURCHASE AGREEMENT
dated as of November 17, 2025,
by and between
PHH MORTGAGE CORPORATION,
as Seller
and
FINANCE OF AMERICA REVERSE LLC,
as Purchaser



TABLE OF CONTENTS



Page
ARTICLE I DEFINITIONS 1
1.1 Definitions 1
ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS 16
2.1 Purchase and Sale 16
2.2 Closing 16
2.3 Closing Payment 16
2.4 Purchase Price Adjustment. 16
2.5 Holdback Amount 18
2.6 Withholding 20
ARTICLE III REPRESENTATIONS AND WARRANTIES 20
3.1 Representations and Warranties Regarding Seller 20
3.2 Representations and Warranties of Purchaser 24
ARTICLE IV COVENANTS 25
4.1 Pre-Closing Covenants; Ordinary Conduct 25
4.2 Cooperation; Approvals and Filings. 26
4.3 Pre-Closing Access; Confidentiality. 27
4.4 Restrictive Covenants. 27
4.5 Post-Closing Covenants. 29
4.6 Continuing Employees. 29
4.7 Mutual Waiver of Bulk Sales 32
4.8 Notification; Update of Schedules. 32
4.9 [*] 32
4.10 Delivery of Customer List 32
4.11 Transition Services Agreement 32
4.12 Transfer of Mortgage Applications 32
ARTICLE V CERTAIN TAX MATTERS 33
5.1 Purchase Price Allocation 33
5.2 Straddle Periods 33
5.3 Transfer Taxes 34
ARTICLE VI CONDITIONS TO CLOSING 34
6.1 Conditions of All Parties 34
6.2 Conditions of Purchaser 34
6.3 Conditions of Seller 35
6.4 Frustration of Closing Conditions 36
-i-


TABLE OF CONTENTS
(continued)


Page
ARTICLE VII INDEMNIFICATION 36
7.1 Survival 36
7.2 Recovery of the Purchaser Indemnitees 37
7.3 Indemnification of the Seller Indemnitees 38
7.4 Procedures 38
7.5 Third-Party Claims. 40
7.6 Limitations on Indemnification. 41
7.7 Other Recovery and Indemnification Matters. 41
7.8 Exclusive Remedy 42
7.9 Mitigation 42
7.10 Cure Rights. 43
7.11 Repurchase Claims. 43
7.12 [*] 44
ARTICLE VIII TERMINATION 44
8.1 Termination Rights 44
8.2 Effect of Termination 45
8.3 Termination Fee 46
ARTICLE IX MISCELLANEOUS 46
9.1 Press Releases and Public Announcements 46
9.2 No Third-Party Beneficiaries 47
9.3 Entire Agreement 47
9.4 Succession and Assignment 47
9.5 Counterparts 47
9.6 Headings 48
9.7 Notices 48
9.8 Governing Law; Jurisdiction and Venue. 49
9.9 Amendments and Waivers 49
9.10 Injunctive Relief 49
9.11 Severability 50
9.12 Expenses 50
9.13 Construction 50
9.14 Incorporation of Disclosure Schedule| 50
9.15 Waiver of Jury Trial 50
9.16 Time of the Essence 51

-ii-


TABLE OF CONTENTS
(continued)


Exhibits
Exhibit A    Form of Bill of Sale Assignment and Assumption Agreement
Exhibit B    Other Purchased Assets
Exhibit C    Form of New Subservicing Agreement
Exhibit D    Form of Transition Services Agreement
Exhibit E    Holdback Documents
Exhibit F    Purchase Price Adjustment Illustration
Exhibit G    Reserved
Exhibit H    Reserved
Exhibit I    Remediation Procedures


Annexes
Annex I    Required Approvals and Filings
Annex II    Business Employees

-iii-



ASSET PURCHASE AGREEMENT
Annex III Identified Loan Losses Definitions This Asset Purchase Agreement (this “Agreement”) is entered into as of November 17, 2025 by and between PHH Mortgage Corporation, a New Jersey corporation (“Seller”) and Finance of America Reverse LLC, a Delaware limited liability company (“Purchaser”). Purchaser and Seller are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
RECITALS
A.    Seller desires to sell the Purchased Assets to Purchaser, and the Purchaser desires to purchase the Purchased Assets from Seller, upon the terms and conditions set forth in this Agreement.
B.    Concurrently with the execution of this Agreement, Purchaser and Seller entered into that certain Reverse Mortgage Servicing Rights Purchase Agreement whereby Purchaser will purchase from Seller a MSR portfolio (the “MSR PSA”), and that certain Loan Sale Agreement whereby Purchaser will purchase from Seller certain HECM Loans (the “MLPA”).
C.    Each of the Parties desires to make certain representations, warranties, covenants and agreements in connection with the Contemplated Transactions, and also to prescribe various conditions to the Closing, as set forth in, and subject to the provisions of, this Agreement.
Now, therefore, in consideration of the premises and the representations, warranties, and covenants and agreements herein contained, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
“Acquisition Proposal” has the meaning set forth in Section 4.4(a).
“Advances” means, with respect to each HECM Loan, without duplication, (i) all customary, reasonable and necessary costs and expenses (including reasonable and documented attorney’s fees and disbursements) actually incurred in the performance by Seller of its servicing obligations in accordance with Applicable Requirements that are either (x) permitted to be capitalized to the Principal Balance of the related HECM Loan or (y) are an expense that is reimbursable by an Agency or permitted to be reimbursed from amounts received in respect of the related Mortgage Loan in accordance with Applicable Requirements, including property taxes, insurance premiums, foreclosure expenses and preservation costs advanced on behalf of the Mortgagor, that in each case, satisfy the criteria set forth in this clause (i); (ii) payments to a Mortgagor of a draw or disbursement amount (whether scheduled or unscheduled) which is added to the principal balance pursuant to the terms of the related HECM Loan; (iii) any fixed monthly payment required to be made to the related Mortgagor pursuant to the terms of its HECM Loan which payment is added to the principal balance of such HECM Loan; (iv) any mortgage insurance premium paid by Seller that, pursuant to the terms of such HECM Loan, is added to the principal balance and Servicing Fees related thereto; (v) line of credit advances, change fees, payments of repair costs set aside in the related Mortgage Note, payments of any repair fee set aside in the related Mortgage Note, payments of any other amounts provided for in the related Mortgage Note or Mortgage and any appraisal fees (to the extent not otherwise included in clauses (i) – (iv) with respect to a given HECM Loan) that are incurred in the performance by Seller of its servicing obligations in accordance with Applicable Requirements that are either permitted to be capitalized to the Principal Balance of the related HECM Loan or are an expense that is reimbursable by an Agency or permitted to be reimbursed from amounts received in respect of the related Mortgage Loan in accordance with Applicable Requirements; and (vi) any other amounts advanced by Seller that are either added to the Principal Balance of the Mortgage Loan or is an expense incurred to maintain the marketable condition of the property as required by an Agency; for all clauses (i) through (vi), to the extent permitted by the terms of the related Mortgage Note and/or Mortgage or Applicable Requirements, as applicable.
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“Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For purposes of this definition, the term “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that notwithstanding the foregoing, the sole Affiliates of Seller and Purchaser shall be their respective wholly-owned Subsidiaries.
“Agency” means FHA, HUD, and Ginnie Mae.
“Agreement” has the meaning set forth in the preamble.
“Allocation” has the meaning set forth in Section 5.1.
“Ancillary Agreements” means the other agreements and certificates contemplated by this Agreement to be entered into or delivered by the Parties in connection with the Contemplated Transactions, including the Bill of Sale Assignment and Assumption Agreement, MSR PSA, MLPA, Transition Services Agreement, and New Subservicing Agreement; provided, the correspondent agreement or other similar purchase agreement contemplated by Section 4.9 of this Agreement shall not be deemed to be an Ancillary Agreement.
“Applicable Law” means with respect to any Person, any foreign, federal, state or local law, statute, code, ordinance, regulation, requirement, rule, consent agreement, administrative ruling or Order of any Governmental Entity, including common law, that is binding upon or applicable to such Person.
“Applicable Requirements” means, with respect to a HECM Loan, the terms of (i) the Mortgage Note, the Mortgage Loan Agreement, the Mortgage and with respect to HECM Loans, any related riders and other documents applicable to such HECM Loan in accordance with HUD HECM Guidelines, if applicable, (ii) all Applicable Law and regulatory requirements applicable to the origination, servicing, ownership, transfer, sale, insurance, guaranty or enforcement of the Purchased Assets, (iii) the Consumer Financial Protection Bureau’s national servicing standards and guidelines, and (iv) all requirements of or responsibilities and obligations of Seller to any Investor/Owner or Insurer, and Agency handbooks and guides, including, without limitation, the related mortgagee letters and other written requirements of such entity relating to the Purchased Assets.
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“Approval” means, as the context requires, any consent, permission or waiver of, or exemption by any Person, including any Governmental Entity.
“Assignment of Mortgage Instrument” has the meaning set forth in the MSR PSA.
“Assumed Liabilities” all Liabilities relating to the ownership or use of the Purchased Assets, but only to the extent arising after the Closing. For the avoidance of doubt the Assumed Liabilities shall specifically exclude the Retained Liabilities.
“Baseline” means Baseline Reverse, or its successors in interest.
“Bill of Sale Assignment and Assumption Agreement” means the bill of sale assignment and assumption agreement entered into on the Closing Date by Purchaser and the Seller substantially in the form of Exhibit A.
“Business” means the reverse mortgage origination and servicing business owned and operated by Seller.
“Business Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Applicable Law to be closed in New York, New York.
“Business Employee” means those certain persons employed by Seller to be identified and set forth on Annex II attached hereto in accordance with Section 4.6(a).
“Cap” means an amount equal to 20% multiplied by the Final Purchase Price.
“Claim” means a Purchaser Claim or a Seller Claim, as applicable.
“Claim Notice” means a written notice from either a Purchaser Indemnitee or a Seller Indemnitee, as the case may be, of the existence of any material fact known to such Party giving rise to any indemnity or repurchase obligations of the other applicable Party under ARTICLE VII, which notice shall specify: (i) the provision(s) of this Agreement pursuant to which indemnity is sought, including the representations, warranties or covenants alleged to have been breached, (ii) in reasonable detail the alleged facts giving rise to such claim (including property address, loan number and Mortgagor name applicable to any claim related to one or more Reverse Assets), and (iii) the amount or estimated amount (to the extent it is reasonably possible to estimate) that the Seller Indemnitee or Purchaser Indemnitee, as applicable, seeks from the Indemnifying Party either as a Paid Loss or a Potential Loss.
“Closing” has the meaning set forth in Section 2.2.
“Closing Date” has the meaning set forth in Section 2.2.
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“Closing Statement” has the meaning set forth in Section 2.4(b).
“COBRA” means the health plan coverage continuation requirements of Section 4980B of the Code and Section 601 et seq. of ERISA.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral File” has the meaning set forth in the MSR PSA.
“Confidentiality Agreement” means the confidentiality provisions set forth in the Mutual Confidentiality Agreement, dated [*], by and between Finance of American Equity Capital LLC and Onity Group, Inc.
“Contemplated Transactions” means, the transactions contemplated by this Agreement and the Ancillary Agreements with respect to the Closing.
“Continuing Employee” has the meaning set forth in Section 4.6(a).
“Contract” means any oral or written contract, obligation, understanding, commitment, lease, license, bid or other agreement.
“COVID-19” means the ongoing SARSCoV-2/COVID-19 pandemic.
“Cure Rights” has the meaning set forth in Section 7.11.
“Cured Deficient Document Mortgage Loans” has the meaning set forth in Section 2.5(c).
“Custodian” has the meaning set forth in the MSR PSA.
“Customer List” means a list of all of Seller’s (a) retail customers for HECM Loans, including borrowers and applicants, in each case, to the extent Seller is not restricted from providing such information under Applicable Law or any Contract, and (b) third-party broker relationships that are material to the Business as of the fifth (5th) Business Day prior to Closing, to be delivered by Seller to Purchaser pursuant to Section 4.10.
“Dataroom” means the “Project True” virtual data site hosted at DealVDR.
“Deferred MLPA Closing Date” has the meaning set forth in the MLPA.
“Deferred Mortgage Loans” has the meaning set forth in the MLPA.
“Deficient Document Mortgage Loans” has the meaning set forth in Section 2.5(c).
“Deficiency List” has the meaning set forth in Section 2.5(c).
“Disclosure Schedule” means the disclosure schedule delivered by Seller to Purchaser on the date hereof.
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“Document Holdback” has the meaning set forth in Section 2.5(b).
“Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in ERISA §3(3)), whether or not subject to ERISA and any other equity or equity-based plan or arrangement (including any stock option, stock purchase, stock ownership, stock appreciation or restricted stock plan, or phantom stock plan), deferred compensation, retention, vacation pay, cafeteria, medical, dental, vision, accident, disability, life or other insurance, fringe benefit, unemployment compensation, bonus, incentive, change in control or severance plan or agreement, employment or consulting agreement, restrictive covenant agreement, or other employee benefit plan, program, policy, practice, or arrangements.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Estimated Purchase Price” has the meaning set forth in Section 2.4(a).
“Estimated Statement” has the meaning set forth in Section 2.4(a).
“Excluded Assets” means all assets of Seller other than the Purchased Assets.
“Excluded Taxes” means all Liabilities for (i) any federal, state, local or other Taxes of Seller (including Taxes which are imposed on or measured by the revenue, income or profits of Seller for any taxable period), (ii) any Taxes related to the Purchased Assets or the business of Seller that were incurred in or that are attributable to a Pre-Closing Tax Period, and (iii) Taxes of Seller or any of its Affiliates imposed under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.
“FHA” means the United States Department of Housing and Urban Development’s Federal Housing Administration, or any successor thereto.
“FHA Insurance” means an insurance policy issued by the FHA with respect to a HECM Loan under the applicable section of the National Housing Act, as amended.
“FHA Mortgage Insurance Certificate” means the form HUD may prescribe from time to time, evidencing mortgage insurance provided by FHA, as authorized under the National Housing Act.

“Filing” means, as the context requires, any notice to, or registration, declaration or other action or filing with, any Person, including any Governmental Entity.
“Final Document Exceptions” has the meaning set forth in Section 2.5(c).
“Final Loss Date” means the date that is [*] following expiration of the Survival Period.
“Final Losses Report” has the meaning set forth in Section 7.1(b).
“Final Mortgage Loan Schedule” has the meaning set forth in MLPA.
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“Final MSR Purchase Price” means the portion of the Final Purchase Price attributable to the Purchased MSR Assets.
“Final Purchase Price” has the meaning set forth in Section 2.4(b).
“GAAP” means generally accepted accounting principles in the United States as set forth in pronouncements of the Financial Accounting Standards Board (and its predecessors) and the American Institute of Certified Public Accountants, in each case, consistently applied.
“Ginnie Mae” means the Government National Mortgage Association, or any successor thereto.
“Ginnie Mae Guide” has the meaning set forth in the MSR PSA.
“Governmental Entity” means any foreign or domestic federal, state or local government authority or any department, Agency, subdivision, court or other tribunal of any of the foregoing.
“HECM Loan” means an individual fixed or adjustable rate reverse mortgage loan originated pursuant to the FHA’s Home Equity Conversion Mortgage program and insured by FHA Insurance.
“HECM Program” means the HUD Home Equity Conversion Mortgage program.
“HMBS” means the Ginnie Mae Home Equity Conversion Mortgages (HECM) Mortgage-Backed Securities Program.
“Holdback Documents” means the list of documents set forth on Exhibit E attached hereto.
“HUD” means the United States Department of Housing and Urban Development, or any successor thereto.
“HUD HECM Guidelines” means collectively the various regulations promulgated by HUD under the National Housing Act, codified in 24 Code of Federal Regulations, and other HUD guidance relating to the HECM Loans, in each case as may be amended from time to time and including, without limitation, the letters published by HUD from time to time that, among other things, provide for the implementation and interpretation of, and describe policy matters relating to, the HECM Program and HUD Handbook 4000.1.
“Indemnified Party” has the meaning set forth in Section 7.4(c).
“Indemnifying Party” has the meaning set forth in Section 7.4(c).
“Indemnitee” means the Purchaser Indemnitees or Seller Indemnitees, as applicable.
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“Independent Accounting Firm” means a nationally recognized accounting firm not engaged by Seller and Purchaser, selected by the mutual agreement of such Persons or as appointed by accounting firms designated by each of such Persons, if such Persons cannot so mutually agree.
“Initial Deficiency List Delivery Date” has the meaning set forth in Section 2.5(c).
“Insurer” means (i) any Person who insures or guarantees all or any portion of the risk of loss upon borrower default on any Mortgage Loan, including without limitation the FHA, and any private mortgage insurer; and (ii) providers of life, hazard, disability title, or other insurance with respect to any Mortgage Loan or Mortgaged Property.
“Interim Losses Report” has the meaning set forth in Section 7.1(b).
“Investor/Owner” means any of Ginnie Mae, or any public, or private investor or securitization trust for whom Seller services Mortgage Loans.
“IRS” means the United States Internal Revenue Service.
“Known Curtailment Events” has the meaning set forth in the MSR PSA.
“Knowledge of Seller” means the knowledge of Aaron Wade and Michael Kent, in each case, after due inquiry, as of the date of this Agreement and as of the Closing Date.
“Latest Balance Sheet” has the meaning set forth in Section 3.1(e).
“Liability” means any direct or indirect liability, debt, obligation, commitment, guaranty, claim, loss, damage, deficiency, fine, cost or expense of any kind, whether relating to payment, performance or otherwise, known or unknown, fixed, absolute or contingent, accrued or unaccrued, matured or unmatured, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, whenever and however arising (whether or not required to be reflected or reserved against on the financial statements of the obligor under GAAP).
“Lien” means any lien, mortgage, deed of trust, pledge, encumbrance, charge, security interest, adverse claim, proxy, preferential arrangement or restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, other similar encumbrance of any kind, including any conditional sale or other title retention contract, encroachment, community property interest, equitable interest, encroachment, easement, license, servitude, right of way, covenant or zoning restriction, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction.
“Licensing Approval Expenses” means all fees, costs and expenses billed by Mayer Brown LLP with respect to preparation and filing of all federal agency Approvals and Filings in connection with the Contemplated Transactions.
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“Loan Level Fundamental Representations” means the representations and warranties contained in Sections [*] and [*] of the MSR PSA and in clauses [*] and [*] on Exhibit 3 to the MLPA.
“Loan Losses” means [*].
“Losses” means [*].
“MERS Mortgage Loan” has the meaning set forth in the MSR PSA.
“MIN” has the meaning set forth in the MSR PSA.
“Minimum Retained Document Holdback” has the meaning set forth in Section 2.5(c).
“Missing Documents” has the meaning set forth in Section 2.5(c).
“MLPA” has the meaning set forth in the recitals.
“MOM Loan” has the meaning set forth in the MLPA.
“Mortgage” means any deed of trust, security deed, mortgage, security agreement or any other instrument that constitutes a first lien on real estate securing payment by a Mortgagor of a Mortgage Note.
“Mortgage File” has the meaning set forth in the MSR PSA.
“Mortgage Instrument” has the meaning given to such term in the MSR PSA.
“Mortgage Loan” means any residential mortgage loan that is evidencing the indebtedness of the Mortgagor under a Mortgage Note and any home equity conversion loan (i.e. a HECM Loan), reverse mortgage loan, or other mortgage loan product (including, in each case, any related Advances) and any REOs resulting from a foreclosure action.
“Mortgage Loan Agreement” means, with respect to each Mortgage Loan, the loan agreement, if any, between the related Mortgagor and the Originator with respect to the origination of such Mortgage Loan.
“MLPA” has the meaning set forth in the recitals.
“Mortgage Note” means the promissory note executed by a Mortgagor and secured by a Mortgage evidencing the indebtedness of the Mortgagor under a Mortgage Loan.
“Mortgaged Property” means the real property and all improvements thereon securing a Mortgage Loan.
“Mortgagor” means the obligor(s) on a Mortgage Note or a Mortgage.
“MSRs” has the meaning assigned to the term “Servicing Rights” in the MSR PSA.
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“MSR PSA” has the meaning set forth in the recitals.
“MSR Purchase Price” means the portion of the Estimated Purchase Price attributable to the Purchased MSR Assets.
“Negative Adjustment Amount” has the meaning set forth in Section 2.4(d).
“New Origination Loan” has the meaning set forth in the MSR PSA.
“New Subservicing Agreement” means that certain Reverse Mortgage Subservicing Agreement to be entered into by and between Purchaser and Seller in the form attached hereto as Exhibit C.
“Non-MERS Mortgage Loan” has the meaning set forth in the MLPA.
“Objections Statement” has the meaning set forth in Section 2.4(b).
“Old Origination Loan” has the meaning set forth in the MSR PSA.
“Order” means any order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Entity or arbitrator.
“Ordinary Course of Business” means the ordinary course of business of Seller, taken as a whole, consistent with Seller’ customs and practices for the 24 months immediately prior to the Closing Date.
“Organizational Documents” means: (a) any certificate or articles of incorporation, memorandum and articles of association, bylaws, certificate or articles of formation, operating agreement or partnership agreement; (b) any documents comparable to those described in clause (a) as may be applicable pursuant to any Applicable Law; and (c) any amendment or modification to any of the foregoing.
“Origination File” has the meaning set forth in the MSR PSA.
“Originator” has the meaning set forth in the MLPA.
“Outside Date” has the meaning set forth in Section 8.1(d).
“Overall Cap” means an amount equal to the Final Purchase Price.
“Paid Loss” means a Loss or Loan Loss that is actually incurred by the applicable Indemnified Party and for which such Indemnified Party is entitled to indemnification pursuant to Article VII.
“Parties” or “Party” has the meaning set forth in the preamble.
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“Permit” means any license, franchise, permit, certificate, approval, variance, waiver, certificate of occupancy or other similar authorization issued by any Governmental Entity or Agency.
“Permitted Lien” means: any (a) Liens for Taxes, assessments and other governmental charges not yet due or payable or for Taxes, assessments and other governmental charges that Seller is contesting in good faith in a timely manner by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and shown on the Closing Statement; (b) Liens of landlords, carriers, warehousemen, workmen, carriers, repairmen, mechanics, materialmen and similar Liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money; (c) zoning ordinances, restrictions, prohibitions and other requirements imposed by any Governmental Entity, none of which materially interfere with the conduct of the Business, and (d) non-exclusive licenses granted in the Ordinary Course of Business.
“Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, other business entity, or Governmental Entity.
“Personal Information” means any information that is defined as “personal data”, “personal information”, “personally identifiable information”, “nonpublic personal information,” or “PII” by Applicable Law or Privacy Obligations.
“Positive Adjustment Amount” has the meaning set forth in Section 2.4(d).
“Potential Loss” means a Loss or Loan Loss that is described in the Claim Notice that either (a) the Purchaser determines in good faith and its reasonable judgment, that a Purchaser Indemnitee would likely incur in the future and with respect to which the Purchaser would be entitled to indemnification pursuant to Section 7.2, or (b) the Seller determines in good faith and its reasonable judgment, that a Seller Indemnitee would likely incur in the future and with respect to which the Seller is entitled to indemnification pursuant to Section 7.3.  For the avoidance of doubt, in no event shall the Purchaser be required to wait until a Mortgage Loan has finally liquidated, paid in full or sold in order for the related Losses or Loan Losses to be considered to be a Potential Loss.
“Pre-Closing Period” has the meaning set forth in Section 4.1.
“Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date.
“Prime Rate” means the prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street Journal.
“Principal Balance” has the meaning set forth in the MLPA.
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“Privacy Obligations” means all (1) public, posted or internal policies and representations of Seller or one of its Subsidiaries (2) Contracts, and (3) all Applicable Requirements, in each case relating to the privacy, confidentiality, security or processing of Personal Information.
“Proceeding” means any action, audit, lawsuit, litigation, subpoena, civil investigative demand, or arbitration (in each case, whether civil, criminal or administrative) pending by or before any Governmental Entity or arbitrator.
“Proprietary Reverse Loans” means proprietary reverse mortgage loans originated under various non-Agency programs.
“Property Taxes” has the meaning set forth in Section 5.2.
“Purchased Assets” means the following: (a) the Purchased Mortgage Loans, (b) the Purchased MSR Assets; (c) the Customer List, and (d) the assets described on Exhibit B attached hereto that are held by Seller as of the Closing Date, without duplication of the foregoing (a), (b), or (c).
“Purchased Assets Book Value” means the total book value of the Purchased Assets (excluding goodwill), provided that the Parties agree that Purchased Assets Book Value shall be calculated: (i) as if the Contemplated Transactions had not occurred, and (ii) with the value of (x) Purchased MSR Assets and (y) all Purchased Mortgage Loans (net of HMBS related obligations) and related Mortgage Loan assets including, without limitation, receivables and Advances, each being determined based on the value of such assets as reflected on Seller’s balance sheet in accordance with GAAP and consistent with the methodology applied in the audited financial statements of Seller (in each case, taking into account fluctuations in interest rates and related adjustments to book value between the date hereof and the Closing). For the avoidance of doubt, with regard to any Deferred Mortgage Loans included in the Purchased Assets, the amount included in this calculation, for purposes of determination of the Final Purchase Price, shall be the total book value of the Deferred Mortgage Loans (including related Advances) as of the applicable Deferred MLPA Closing Date as determined in accordance with GAAP and consistent with the methodology applied in the audited financial statements of Seller.
“Purchased Mortgage Loans” has the meaning set forth in the MLPA.
“Purchased MSR Assets” has the meaning set forth in the MSR PSA.
“Purchaser” has the meaning set forth in the preamble.
“Purchaser 401(k) Plan” has the meaning set forth in Section 4.6(g).
“Purchaser Approvals and Filings” has the meaning set forth in Section 3.2(c)(ii).
“Purchaser Claim” has the meaning set forth in Section 7.4(a).
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“Purchaser Fundamental Representations” means the representations and warranties contained in Sections 3.2(a), 3.2(b), and 3.2(d).
“Purchaser Indemnitees” means, as applicable, Purchaser and each of its Affiliates, and their respective directors, officers, employees, agents, equity holders, successors and assigns.
“Purchaser Material Adverse Effect” has the meaning set forth in Section 3.2(c)(i).
“Purchaser Plan” has the meaning set forth in Section 4.6(c).
“Reconciliation Commencement Date” has the meaning set forth in Section 7.1(b).
“REO” means any property owned by Seller acquired in the conduct of its mortgage servicing business as a result of foreclosure, deed-in-lieu or short sale pertaining to any Mortgage Loan (whether for its own account or on behalf of an Investor/Owner or Insurer).
“Remediation Procedures” has the meaning set forth in Section 7.4(e).
“Representatives” means, with respect to any Person, the directors, officers, employees, agents and advisors of such Person and its Affiliates.
“Repurchase Price” means, with respect to a HECM Loan, (i) the Principal Balance of the HECM Loan as of the date of repurchase, inclusive of any capitalized Advances and any capitalized interest, plus (ii) accrued interest on the Principal Balance of such Mortgage Loan to the extent not capitalized and included in the Principal Balance of such Mortgage Loan in clause (i), plus (iii) the amount of any uncapitalized Advances related thereto, plus (iv) all out of pocket costs and expenses, including reasonable attorneys’ fees, incurred by Purchaser to effect the repurchase.
“Required Approvals and Filings” means the Approvals or filings set forth on Annex I hereto.
“Restricted Business” has the meaning set forth in Section 4.4(b).
“Restricted Period” has the meaning set forth in Section 4.4(b).
“Restrictive Covenant Exclusions” has the meaning set forth in Section 4.4(b).
“Retained Liabilities” means all liabilities of Seller other than Assumed Liabilities. Retained Liabilities shall include Excluded Taxes.
“Reverse Asset” means the Purchased Mortgage Loans and the Purchased MSR Assets.
“Reverse Asset Claim” means any indemnity claim asserted pursuant to Section 7.2(a)(i) with respect to a Reverse Asset Representation, Section 7.2(a)(ii), or Section 7.2(b).
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“Reverse Asset Representations” means the representations of Seller set forth in Sections 3.1(h) or (i) of this Agreement, Exhibit 3 of the MLPA and Section 3.01 of the MSR PSA.
“SEC” means the Securities and Exchange Commission.
“Seller” has the meaning set forth in the preamble.
“Seller 401(k) Plan” has the meaning set forth in Section 4.6(g).
“Seller Approvals and Filings” has the meaning set forth in Section 3.1(c).
“Seller Claim” has the meaning set forth in Section 7.4(b).
“Seller Fundamental Representations” means the representations and warranties contained in Sections [*] of this Agreement.
“Seller Indemnitees” means the Seller and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns.
“Seller Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate, has had or is reasonably expected to have a material adverse effect: (i) upon the Purchased Assets, or (ii) upon the ability of Seller to perform its obligations under this Agreement or the MSR PSA; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been or reasonably could be expected to result in a “Seller Material Adverse Effect”: any event, circumstance, change or effect to the extent attributable to or arising out of: (A) changes in the economy or financial or mortgage banking markets, including prevailing interest rates and market conditions, residential mortgage rates or the securities markets, including any disruption thereof and any decline in the price of any security or any market index, generally in the United States or any market as to which the pricing of residential asset-backed securities is tied or linked; (B) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (C) changes in accounting principles or practices or Applicable Laws applicable to Seller; (D) general regulatory changes in the residential mortgage industry; (E) the execution and delivery of the Agreement or announcement, pendency or completion of the Contemplated Transactions; (F) taking or not taking any action as explicitly required by this Agreement; (G) any force majeure event, including any flood, hurricane, earthquake, or other natural disaster, pandemic (including COVID-19), pestilence, public health outbreak or act of God; or (H) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period; provided that, notwithstanding the foregoing, the underlying cause or causes of such failure of Seller to meet any internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance may be taken into consideration in determining whether a Seller Material Adverse Effect has occurred; [*].
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“Servicing Fee” means with respect to each HECM Loan, for a period of one full month, the applicable servicing fee of such HECM Loan as set forth in the Final Mortgage Loan Schedule.
“Servicing File” has the meaning set forth in the MSR PSA.
“Servicing Rights” has the meaning set forth in the MSR PSA.
“Solvent” means, with respect to Seller as of any date of determination, that, as of such date, (i) the sum of the debt (including contingent Liabilities) of Seller, on a consolidated basis, does not exceed the fair value of the present assets of the Seller, on a consolidated basis; and (ii) Seller, on a consolidated basis, does not intend to incur, or believes that it will incur, debts (including current obligations or contingent Liabilities) beyond its ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent Liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Courts” has the meaning set forth in Section 9.8(b).
“Straddle Period” has the meaning set forth in Section 5.2.
“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any manager, management board, managing director or general partner of such business entity (other than a corporation).
“Subsequent Deficiency List Delivery Date” has the meaning set forth in Section 2.5(c).
“Survival Period” has the meaning set forth in Section 7.1.
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“Tax” or “Taxes” means (a) any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, gain, use, municipal, ad valorem, goods and services, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, and (b) any deficiency assessments, interest, penalty, fine or addition in respect of any item described in clause (a) (and any interest in respect of such deficiency assessments, additions to tax, penalties and fines), whether disputed or not.
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes filed or required to be filed with any Governmental Entity, and any return of an affiliated, combined, or unitary group, including any schedule or attachment thereto, and including any claim for refund or amendment thereof.
“Termination Fee” has the meaning set forth in Section 8.3(a).
“Third-Party Claim” has the meaning set forth in Section 7.5(a).
“Tipping Basket” means an amount equal to [*].
“Total Affiliates” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For purposes of this definition, the term “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that for the avoidance of doubt, (a) with respect to Seller, the term Total Affiliates shall mean Onity Group Inc. and its Subsidiaries, and (b) with respect to Purchaser, the term Total Affiliates shall mean Finance of America Companies Inc. and its Subsidiaries.
“Transaction Approvals and Filings” means, collectively, Seller Approvals and Filings and Purchaser Approvals and Filings (regardless of whether or not such Approvals and Filings constitute “Required Approvals and Filings” within the meaning of this Agreement).
“Transfer Date” has the meaning set forth in the MSR PSA.
“Transfer Taxes” has the meaning set forth in Section 5.3.
“Transition Services Agreement” means that certain Transition Services Agreement to be entered into by and between Purchaser and Seller on the Closing Date substantially in the form attached hereto as Exhibit D.
“Treasury Regulations” shall mean the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.
“WARN Act” means, collectively, the Worker Adjustment and Retraining Notification Act and any and all comparable state, local and other Applicable Laws.
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ARTICLE II
PURCHASE AND SALE OF PURCHASED ASSETS
2.1Purchase and Sale. In accordance with the terms and upon the conditions of this Agreement, the MSR PSA, and the MLPA, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser all right, title and interest in and to the Purchased Assets free and clear of all Liens provided that the Deferred Mortgage Loans will be conveyed as of the applicable Deferred MLPA Closing Date(s) pursuant to the MLPA. Effective after the Closing, Purchaser will assume and agree to pay, perform, be solely responsible for, and discharge the Assumed Liabilities.
2.2Closing. The closing of the purchase and sale of the Purchased Assets contemplated by Section 2.1 (the “Closing”) shall be deemed to take place remotely via electronic exchange of documents and signatures, on the Business Day that is not more than three (3) days after the date on which the conditions to the obligations of Parties set forth in ARTICLE VI below have been satisfied or waived (excluding any conditions that are, by their nature, intended to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be mutually agreed in writing upon by the Parties (such date, the “Closing Date”); provided, however Closing shall only occur on the first day of a calendar month unless otherwise mutually agreed by the Parties in writing. The Contemplated Transactions shall be deemed to have occurred simultaneously at either 12:01 a.m. or 11:59 p.m. on the Closing Date, as mutually agreed in writing by the Parties.
2.3Closing Payment. At the Closing, subject to consummation of the Contemplated Transactions and the terms and conditions of this Agreement, Purchaser shall pay to Seller the Estimated Purchase Price less any amounts held back by Purchaser in accordance with Section 2.5, which payment shall be made by wire transfer of immediately available federal funds to an account designated by Seller to Purchaser at least two (2) Business Days prior to the Closing.
2.4Purchase Price Adjustment.
(a)Estimated Statement and Closing Statement. No later than five (5) days prior to the Closing, Seller shall prepare and deliver to the Purchaser a statement (the “Estimated Statement”) setting forth Seller’s good faith calculation of the Purchased Assets Book Value as of the last day of the second month prior to Closing (unless the Closing Date occurs after the ninth (9th) Business Day of the month, in which case the Purchased Assets Book Value as of the last day of the month immediately prior to Closing will be used for purposes of the Estimated Statement) (the “Estimated Purchase Price”). The Purchaser shall conduct a good faith review of the Estimated Statement and the components thereof and if, as a result thereof, Purchaser reasonably determines that there may be a potential adjustment thereto, Purchaser shall promptly notify Seller of such potential adjustment so that Seller may consider such adjustment in its preparation of the Estimated Statement. For purposes of facilitating Purchaser’s review of the Estimated Statement, Seller shall cooperate with and make available to Purchaser and its Representatives all information, records, data, invoices, working papers (including those working papers of its accountants), supporting schedules, calculations and other documentation, in each case, to the extent such materials are in Seller’s possession or are reasonably available to such Party, that are reasonably necessary for Purchaser’s review of the items set forth in the Estimated Statement, and shall permit reasonable access (upon reasonable prior notice) during normal business hours to Seller’s facilities, personnel and accountants, as may be reasonably required in connection with the review of the items set forth in the Estimated Statement. Seller shall consider reasonable comments from Purchaser with respect to the Estimated Statement.
(b)Purchase Price Reconciliation.
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(i)Within [*] days after the Closing, Seller shall deliver to Purchaser a statement (the “Closing Statement”) setting forth Seller’s good faith calculation of the Purchased Assets Book Value as of the Closing Date (or, as of the applicable Deferred MLPA Closing Date for the applicable Deferred Mortgage Loans and related Advances) (the “Final Purchase Price”), including reasonable supporting information and documentation to compute and verify the information set forth in the Closing Statement. Purchaser will cooperate in good faith following the Closing to deliver any mutually agreed upon documents, data or information in Purchaser’s ’s possession reasonably necessary for Seller to prepare and provide the Closing Statement. Seller will cooperate in good faith following the delivery of the Closing Statement to deliver any documents, data or information in Seller’s possession reasonably necessary for Purchaser to review the Closing Statement. Within [*] days following receipt of the Closing Statement, Purchaser shall either inform Seller in writing that the Closing Statement is acceptable or deliver a detailed written statement to Seller (the “Objections Statement”) describing: (x) which items on the Closing Statement it disputes, (y) the basis for Purchaser’s disagreement with the calculation of such items, and (z) Purchaser’s proposed dollar amount for each item in dispute. If Purchaser fails to deliver an Objections Statement within such [*] day period, then the Closing Statement shall become final and binding on the Parties. Purchaser timely receiving the Closing Statement shall be deemed its agreement with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Purchaser delivers an Objections Statement within such [*] day period, then the Parties shall negotiate in good faith to resolve any such disputes, and any determination resulting from such good faith negotiation shall be final, conclusive and binding on the Parties.
(c)Dispute Resolution. If Seller and the Purchaser are unable to resolve any disputes within [*] days after Purchaser delivers the Objections Statement, then either Seller or Purchaser may submit the resolution of such disputed items to the Independent Accounting Firm. Promptly after the engagement of the Independent Accounting Firm, Purchaser and Seller will provide the Independent Accounting Firm with a copy of the applicable documentation relating to the Closing Statement in dispute. The Independent Accounting Firm will have the authority to request in writing such additional written submissions from Purchaser or Seller as it deems appropriate, provided that a copy of any such submission will be provided to the other Party at the same time as it is provided to the Independent Accounting Firm. Purchaser and Seller will (and will instruct their respective Total Affiliates to) not make any additional submission to the Independent Accounting Firm except pursuant to such written request by the Independent Accounting Firm. Purchaser and Seller will not communicate (and will instruct their respective Total Affiliates to refrain from communicating) with the Independent Accounting Firm without providing the other Party a reasonable opportunity to participate in such communication with the Independent Accounting Firm (other than with respect to written submissions in response to the written request of the Independent Accounting Firm). Purchaser and Seller shall instruct the Independent Accounting Firm to only opine as to the matters in dispute as presented by the Parties and shall not assign a value greater than the greatest value for such item claimed by Purchaser or Seller or smaller than the smallest value for such item claimed by Purchaser or Seller. Purchaser and Seller shall use commercially reasonable efforts to cause the Independent Accounting Firm to render its determination on the matter within [*] days of its submission by Purchaser and Seller. Such determination shall be conclusive, non-appealable, final and binding upon the Parties. The fees and expenses of the Independent Accounting Firm shall be allocated between the Purchaser and Seller so that Seller’s share of such fees and expenses shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Independent Accounting Firm), and the denominator of which is the total amount in dispute that is resolved by the Independent Accounting Firm. The Purchaser shall be responsible for the remaining fees and expenses of the Independent Accounting Firm. Except as provided in the preceding sentences, all other costs and expenses incurred by Purchaser and Seller in connection with resolving any dispute hereunder before the Independent Accounting Firm will be borne by the Party incurring such cost and expense.
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(d)Payment of Adjusted Cash Payment Excess or Shortfall. The amount, if any, by which the Final Purchase Price exceeds the Estimated Purchase Price shall be deemed the “Positive Adjustment Amount.” If a Positive Adjustment Amount exists once the Final Purchase Price is finally determined pursuant to this Section 2.4, Purchaser shall pay a cash payment in the amount of the Positive Adjustment Amount to Seller (by wire transfer of immediately available funds into an account designated by Seller) within five (5) Business Days from the date on which the Final Purchase Price is finally determined pursuant to this Section 2.4 and subject to any adjustments (to the extent required) to comply with the requirements of Section 2.5. The amount, if any, by which the Final Purchase Price is less than the Estimated Purchase Price shall be deemed the “Negative Adjustment Amount.” If a Negative Adjustment Amount exists once the Final Purchase Price is finally determined pursuant to this Section 2.4, then Seller shall pay a cash payment in the amount of the Negative Adjustment Amount to Purchaser (by wire transfer of immediately available funds into an account designated by Purchaser) within five (5) Business Days from the date on which the Final Purchase Price is finally determined pursuant to this Section 2.4 and subject to any adjustments (to the extent required) to comply with the requirements of Section 2.5. Any payment to be made pursuant to this Section 2.4 shall be treated by all Parties for Tax purposes as an adjustment to the purchase price, unless otherwise required under Applicable Law. Attached hereto as Exhibit F is an example, for illustrative purposes only, of the calculation of the Final Purchase Price to be made pursuant to this Section 2.4.
2.5Holdback Amount. The MSR Purchase Price shall be paid to Seller in accordance with this Section 2.5.
(a)At Closing, Purchaser shall pay to Seller an amount equal to [*]% of the MSR Purchase Price.
(b)Purchaser shall defer the payment of an amount necessary to make the total amount paid by Purchaser to Seller equal to 100% of the Final MSR Purchase Price calculated using the basis of the Final Purchase Price as determined in accordance with Section 2.4 (or if the Final MSR Purchase Price is not yet available, the MSR Purchase Price), minus the payment made by Purchaser with respect to such Final MSR Purchase Price at Closing (the “Document Holdback”) to be paid pursuant to Section 2.5(c).
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(c)Purchaser shall deliver or cause to be delivered to Seller a list (the “Deficiency List”) identifying any missing, incomplete or defective Holdback Documents (“Missing Documents” and any related Mortgage Loans with Missing Documents, “Deficient Document Mortgage Loans”) within the later of (x) [*] days following the Transfer Date or (y) within five (5) Business Days of the receipt by the Purchaser of an exception report with respect to the related Missing Documents for all Deficient Document Mortgage Loans from the Purchaser’s Custodian to the following email address: [*]; provided, however, that if Seller fails to provide substantially all of the applicable Mortgage Files pursuant to Section 2.04(d) of the MSR PSA by the Transfer Date, then Purchaser shall not be obligated to deliver the Deficiency List to Seller until the later of (x) ninety (90) days following the date of Seller’s delivery of substantially all of the applicable Mortgage Files pursuant to Section 2.04(d) of the MSR PSA, or (y) within five (5) Business Days of the receipt by the Purchaser of an exception report with respect to the related Missing Documents for all Deficient Document Mortgage Loans from the Purchaser’s Custodian (the applicable “Initial Deficiency List Delivery Date”). On the last Business Day of each calendar month following Purchaser’s initial delivery of the Deficiency List (any such Business Day, the applicable “Subsequent Deficiency List Delivery Date” for such calendar month), Purchaser shall provide to Seller an updated Deficiency List that removes any Deficient Document Mortgage Loans that have become Cured Deficient Document Mortgage Loans in such calendar month; provided, however, that Purchaser’s failure to deliver the Deficiency List as of the Initial Deficiency List Delivery Date or any applicable Subsequent Deficiency List Delivery Date or the omission of one or more items from any Deficiency List delivered to Seller shall not affect Seller’s obligation hereunder to provide the documents and records required by this Agreement and the MSR PSA. Subject to the terms of this Agreement, Purchaser shall release portions of the Document Holdback on a loan level, pro rata basis on the Initial Deficiency List Delivery Date and each Subsequent Deficiency List Delivery Date with respect to (i) any initial Deficient Document Mortgage Loans with no Missing Documents, or as to which all Missing Documents have been provided or corrected, and (ii) Mortgage Loans that have paid off or otherwise been liquidated (any such Mortgage Loans described in clauses (i) and (ii), “Cured Deficient Document Mortgage Loans”), subject to Purchaser’s ongoing retention of the Minimum Retained Document Holdback. Any such pro rata release of the Document Holdback shall be calculated by multiplying the initial Document Holdback by a percentage equal to (1) (x) for each Subsequent Deficiency List Delivery Date, the number of related Mortgage Loans that have been removed from the Deficiency List during such calendar month because they became Cured Deficient Document Mortgage Loans during such calendar month, divided by (2) the number of initial Deficient Document Mortgage Loans. Notwithstanding the foregoing, (i) Purchaser’s release of some or all of the Document Holdback shall not affect Seller’s obligation hereunder to provide the documents and records required by this Agreement or the MSR PSA, and (ii) Purchaser shall retain from the Document Holdback related to the MSRs sold on the Closing Date in an minimum amount that is the greater of (1) [*]% of the initial Document Holdback and (2) $[*] multiplied by the number of Deficient Document Mortgage Loans on the Deficiency List delivered as of the most recent Subsequent Deficiency List Delivery Date (the greater of clauses (i) or (ii), the “Minimum Retained Document Holdback”), until all Mortgage Loans listed on such Deficiency List have become Cured Deficient Document Mortgage Loans. [*]
2.6Withholding. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to Seller or any other recipient of payments pursuant to this Agreement all amounts required under the Code or any applicable provision of any state, local or foreign Tax law to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law; provided, however, that prior to making any such deduction or withholding, Purchaser shall provide written notice to the recipient of the amounts subject to withholding and a reasonable opportunity for such recipient to provide forms or other evidence that would exempt such amounts from withholding (provided that Purchaser shall not be obligated to provide any such notice if Seller fails to deliver the certificate required by Section 6.2(b)(iv)). To the extent that any such amount is so deducted and withheld by Purchaser, such amount shall be treated for all purposes of this Agreement as having been paid to the recipient with respect to which the payment would otherwise have been made.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1Representations and Warranties Regarding Seller. Except as set forth on the Disclosure Schedules, Seller represents and warrants to Purchaser as of the date hereof and as of the Closing Date, in each case unless another date is referenced, as follows:
(a)Organization, Qualification and Power. Seller is duly organized, validly existing, and in good standing under the laws of the State of New Jersey. Seller is duly authorized to conduct its business and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required except where the failure to be so qualified would not reasonably be expected to be material to the business of Seller and its Subsidiaries taken as a whole.
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(b)Authorization of Transactions. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder. Assuming the due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes the valid and legally binding obligation of Seller, enforceable against it in accordance with the terms of this Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Assuming the due authorization, execution and delivery by the other parties thereto, upon the execution and delivery by Seller of each Ancillary Agreement to which it is a party, such Ancillary Agreement will constitute the valid and legally binding obligation of the Seller, enforceable against Seller, in accordance with the terms of such Ancillary Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which Seller is a party and consummation of the Contemplated Transactions have been duly authorized by the governing bodies of the Seller.
(c)Non-contravention; Seller Approvals and Filings. Except as set forth on Section 3.1(c) of the Disclosure Schedule (collectively, the “Seller Approvals and Filings”), the execution and delivery of this Agreement and the consummation of the Contemplated Transactions by Seller is not subject to any Approval or Filing with respect to Seller. Assuming Seller Approvals and Filings are obtained or made, as applicable, the execution, delivery and performance by Seller of this Agreement and the consummation of the Contemplated Transactions by Seller do not and will not violate or conflict with (A) any provision of Seller’s Organizational Documents, or (B) any Applicable Laws or Permits to which Seller or its property is subject.
(d)Brokers. Seller does not have any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Contemplated Transactions.
(e)Financial Statements. Attached as Section 3.1(e) of the Disclosure Schedule is the unaudited balance sheet of the Purchased Assets as of September 30, 2025 (the “Latest Balance Sheet”). The Latest Balance Sheet is accurate and complete in all material respects and is consistent with Seller’s books and records pertaining to the Purchased Assets as of September 30, 2025 prepared under GAAP, in all material respects.
(f)Purchased Assets. Seller has good and marketable title to, or the right to use, the Purchased Assets free and clear of any and all Liens (other than the Permitted Liens). Section 3.1(f) of the Disclosure Schedules sets forth a complete and accurate list of all UCC-1 and related UCC-3 financing statements pertaining to Liens encumbering the Purchased Assets. At the Closing, Purchaser will acquire good and valid title to the Purchased Assets, free and clear of any Liens (other than the Permitted Liens).
(g)Tax Matters.
(i)Each Tax Return of Seller required to be filed or furnished by or with respect to the Purchased Assets and the Business has been timely filed or furnished (including any extensions) and is true, complete and correct in all material respects and has been prepared in compliance with any Applicable Laws. All Taxes due and owing by Seller with respect to the Purchased Assets and the Business, whether or not shown on a Tax Return, due on or before the Closing Date have been fully and timely paid. There are no Liens for Taxes on the Purchased Assets, other than Permitted Liens.
(ii)There is no action, suit, proceeding, investigation, audit or claim now pending with respect to any Tax with respect to the Purchased Assets or the Business.
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(iii)There are no outstanding agreements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes with respect to the Purchased Assets or the Business.
(iv)None of the Purchased Assets are (i) tax exempt use property under Section 168(h) of the Code or (ii) treated as owned by any other person under Section 168 of the Code.
(v)With respect to the Purchased Assets, Seller has collected all sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate taxing authority, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by all applicable sales and use tax statutes and regulations, in each case, in all material respects.
(vi)Seller has not succeeded to any Liability for Taxes of any other Person with respect to the Purchased Assets.
(vii)Seller, with respect to the Business and the Purchased Assets, has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable requirements of Applicable Law, in each case, in all material respects.
(viii)All deficiencies asserted, or assessments made, against Seller or any of its Subsidiaries with respect to the Business or the Purchased Assets as a result of any examinations by any Governmental Entity have been fully paid.
(ix)Seller is in material compliance with all escheat obligations (and other similar obligations) with respect to the Business and the Purchased Assets.
(h)Litigation; Compliance. There are no Proceedings pending or, to the Knowledge of Seller, threatened against or by Seller or any of its Total Affiliates that challenge or seek to prevent, enjoin or otherwise delay the Contemplated Transactions or would have a material impact on Seller’s ability to consummate the Contemplated Transactions. Except as set forth in Section 3.1(h) of the Disclosure Schedule, there is no (and since January 1, 2020, there has not been any) Order or Proceeding applicable to any Purchased Asset. During the past three (3) years, the Business has not been, and is not being, conducted in violation of any Applicable Law or Applicable Requirements, except for violations that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller and its Affiliates have not received any written communication alleging any noncompliance with any Applicable Law or Applicable Requirements, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business.
(i)[Reserved.]
(j)Labor Relations and Employees
(i)When delivered, in accordance with Section 4.6(a), the employee census will contain complete and accurate information for each applicable Business Employee, including: (a) name; (b) title or position; (c) employing entity; (d) work location; (e) classification as exempt or nonexempt under the Fair Labor Standards Act and, if applicable, equivalent state wage and hour laws; (f) annual base salary or hourly wage rate; (g) target bonus or commission opportunity (if applicable); (h) hire date for service crediting purposes; and (i) status as an active or inactive employee and, if inactive, the date they became inactive and the reason for their inactive status.
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(ii)There is no collective bargaining agreement, works council agreement or other labor union contract applicable to any employee that is expected to be a Business Employee as of the date of this Agreement, there is not presently pending and, to the Knowledge of Seller, there is not threatened, any (a) strike, slowdown, picketing, or work stoppage, (b) proceeding against Seller relating to such Business Employees alleging a violation of any laws or governmental regulations pertaining to labor relations or employment matters, including any charge or complaint filed by any such Business Employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Entity, or (c) application or demand for certification of a collective bargaining agent.
(iii)Seller or its applicable Affiliate has paid in full to all employees that are expected to be a Business Employee, or properly accrued, all wages, salaries, commissions, bonuses, benefits, and other compensation currently due to such Business Employees.
(iv)Schedule 3.1(j)(iv) identifies each material Employee Benefit Plan established or maintained by Seller or any of its Affiliates for the benefit of any employee that is expected to be a Business Employee (or the beneficiaries or dependents of such individuals) or to which Seller or any of its Affiliates contributes to or is obligated to contribute to for the benefit of such individuals or with respect to which Seller or any of its Affiliates has any Liability in respect of such individuals (collectively, the “Seller Benefit Plans”). To the extent applicable, Seller has provided to Purchaser the summary plan description of each material Seller Benefit Plans (or a written summary of any material Seller Benefit Plan that does not have a summary plan description) and the most recent annual report (Form 5500).
(v)Each Seller Benefit Plan has been operated and administered in all material respects in accordance with its terms and Applicable Law, including ERISA and the Code. All contributions and premiums that are due with respect to each Seller Benefit Plan for periods prior to the Closing Date have, in all material respects been made or paid in accordance with Applicable Law (or, to the extent not yet due, are properly accrued in accordance with GAAP) to the extent so required).
(vi)The consummation of the Contemplated Transactions will not (either alone or together with any other event that would not on its own give rise to such entitlement) entitle any employee that is expected to be a Business Employee to severance, change in control, bonus, or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Seller Benefit Plan or otherwise, that would be the obligation of Purchaser. None of Seller or its Affiliates have any obligation to provide any post-employment welfare benefits to any Business Employee other than coverage mandated by COBRA at the sole cost of such Business Employee.
(k)Personal Information. Seller and its Affiliates represent and warrant that all Personal Information transferred to Purchaser in connection with the Agreement has been and will be obtained by Seller and its Affiliates, and disclosed to Purchaser, in material compliance with Applicable Law and Privacy Obligations, including ensuring that any necessary notices have been provided, necessary consents have been obtained and all rights and offered choices of Persons have been honored as required by Applicable Laws and Privacy Obligations. 
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(l)Solvency. Seller is able to pay its debts as they become due and own property which has a fair saleable value greater than the amounts required to pay their debts (including a reasonable estimate of the amount of all contingent Liabilities). Immediately following the Closing, Seller will be Solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Applicable Law and the transactions contemplated by this Agreement do not constitute fraudulent transfers and fraudulent conveyances under such Applicable Law.
3.2Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as of the date hereof and as of the Closing Date, in each case unless another date is referenced, as follows:
(a)Organization of Purchaser. Purchaser is a corporation duly formed, validly existing, and in good standing under the laws of the State of Delaware. Purchaser is duly qualified or licensed to transact business, and is in good standing, in each jurisdiction where it conducts business and qualification or licensure is required.
(b)Authorization of Transaction. Purchaser has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder. Assuming the due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against it in accordance with the terms of this Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Assuming the due authorization, execution and delivery by the other parties thereto, upon the execution and delivery by Purchaser of each Ancillary Agreement to which it is a party, such Ancillary Agreement will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with the terms of such Ancillary Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which Purchaser is a party and consummation of the Contemplated Transactions have been duly authorized by the governing bodies of Purchaser.
(c)Non-contravention; Purchaser Approvals.
(i)Assuming the Purchaser Approvals and Filings are obtained or made, as applicable, the execution, delivery and performance by Purchaser of this Agreement, and the consummation of the Contemplated Transactions by Purchaser do not and will not violate or conflict with any provision of the Organizational Documents of Purchaser or any Applicable Laws or Permits to which Purchaser or its property is subject, except as would not reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement, any Ancillary Agreement or consummation of the Contemplated Transactions (a “Purchaser Material Adverse Effect”).
(ii)Other than any approval required from Ginnie Mae with respect to the Contemplated Transactions (the “Purchaser Approvals and Filings”), the execution and delivery of this Agreement and the consummation of the Contemplated Transactions by Purchaser are not subject to any Approval or Filing with respect to Purchaser other than such Approvals and Filings the failure of which to obtain or make has not had and would not reasonably be expected to result in a Purchaser Material Adverse Effect.
(d)Brokers’ Fees. Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Contemplated Transactions for which Seller could become liable or obligated.
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(e)Litigation. There is no Proceeding pending or, to Purchaser’s knowledge, threatened against or by Purchaser or any Total Affiliate of Purchaser that challenges or seeks to prevent, enjoin or otherwise delay the Contemplated Transactions or would have a material impact on Purchaser’s ability to consummate the Contemplated Transactions.
(f)No Regulatory Impediment. To the knowledge of the Purchaser, there is no fact, event or circumstance relating to Purchaser or, to the Purchaser’s knowledge, any of its Total Affiliates’, business operations, financial condition, ownership, or legal status that would reasonably be expected to impair in any material respect the ability of the Parties to obtain all consent, orders, authorizations, and approvals necessary for the consummation of the Contemplated Transactions.
ARTICLE IV
COVENANTS
4.1Pre-Closing Covenants; Ordinary Conduct. From and after the date of this Agreement and until the earlier of the Closing Date or termination of this Agreement (the “Pre-Closing Period”), except (x) as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, or (y) as otherwise contemplated by this Agreement and/or the Ancillary Agreements, Seller shall (as applicable):
(a)conduct the Business in the Ordinary Course of Business and in accordance with Applicable Law and Applicable Requirements;
(b)use commercially reasonable efforts to (A) maintain its corporate or other existence in good standing, (B) preserve its business organization, (C) maintain the Purchased Assets in good condition and repair, subject to ordinary wear and tear and asset sales in the Ordinary Course of Business, and (D) maintain adequate insurance coverages with respect to the Purchased Assets;
(c)use its commercially reasonable efforts to maintain all existing state and federal governmental Permits necessary to hold the Purchased Assets;
(d)not sell, transfer, assign, pledge, lease, license, abandon or allow to lapse or otherwise dispose, mortgage, pledge, or impose or suffer to be imposed any Lien on, any Purchased Assets;
(e)not dissolve, liquidate, effect a recapitalization or reorganization, a merger, consolidation or other transaction that results in the transfer of equity of Seller or of all or substantially all of the Purchased Assets to a third-party, whether in a single transaction or in a series of multiple transaction or make an assignment for benefit of creditors or seek protection under any laws for the protection of debtors;
(f)other than as required by Applicable Law or the terms of a Seller Benefit Plan, not (A) enter into, establish, terminate or materially amend any Seller Benefit Plan or any agreement, plan or arrangement that would be a Seller Benefit Plan if it was in effect as of the date of this Agreement, other than on a basis that affects similarly situated employees of Seller who are not Business Employees; (B) terminate the employment of any Business Employee (other than for cause or due to death or disability) or pay or provide any severance or termination-related benefits; (C) hire any person, or transfer or change of duties of any employee, in either case, so as to become a Business Employee; or (D) increase the compensation or benefits of any Business Employee except for increases in base salary in the ordinary course of business and consistent with past business practices;
(g)not agree to do any of the foregoing in paragraphs (d) – (f) above.
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Subject to this Section 4.1, Purchaser shall not, directly or indirectly, have the right to control or direct Seller’s operations.
4.2Cooperation; Approvals and Filings.
(a)Purchaser and Seller shall each use commercially reasonable efforts to take such actions and do such things reasonably necessary, proper or advisable to consummate the Contemplated Transactions, including obtaining the Transaction Approvals and Filings. Purchaser and Seller shall reasonably cooperate with the other in connection with all actions to be taken in connection with the foregoing.
(b)In connection with and without limiting the foregoing, Purchaser and Seller shall each use commercially reasonable efforts to, (i) as promptly as practicable provide all non-privileged information and documents requested by any Governmental Entity or furnishing other assistance requested by the other Party to the extent necessary or advisable in connection with the Contemplated Transactions to obtain as promptly as practicable all Transaction Approvals and Filings, (ii) permit each other to review and incorporate the other Party’s reasonable comments in advance of any proposed communication to any Governmental Entity relating to the subject matter of this Agreement or with respect to any consents or filings required to be obtained from or delivered to any Governmental Entity in connection with the consummation of the Contemplated Transactions, (iii) keep the other apprised of the status of matters relating to the consummation of the Contemplated Transactions, including as promptly as practicable notifying each other of any material communication (whether written or oral) they or any of their respective Total Affiliates receives from any Governmental Entity relating to such matters, (iv) as promptly as practicable provide to each other copies of all correspondence, filings or communications between it (or its advisors) and any such Governmental Entity relating to this Agreement and (v) not participate in any substantive meeting or communication with any Governmental Entity (including via telephone or conference call) in respect of any filings, investigation or other inquiry related to the Contemplated Transactions unless they give notice to each other in advance and, to the extent permitted by such Governmental Entity, with such notice being sufficient to provide each other the opportunity to attend and participate at such meeting or communication (except in each of the foregoing subsections (i) through (v), for the avoidance of doubt, any interactions between either party or their Total Affiliates with any Governmental Entity in the ordinary course of business consistent with past practice that do not substantially relate to this Agreement or the Contemplated Transactions). Any materials contemplated for exchange in connection with this Section 4.2 may be withheld as necessary to address reasonable privilege, sensitive information or confidentiality concerns, or redacted to remove references concerning valuation or other competitively sensitive material, and the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 4.2 as “outside counsel only.”
(c)Notwithstanding the foregoing or anything else in this Agreement to the contrary, no Party or Affiliate thereof shall have any obligation to offer or pay any consideration (other than customary administrative filing or processing fees or other expenses) in order to obtain any Transaction Approval and Filing.
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4.3Pre-Closing Access; Confidentiality.
(a)During Pre-Closing Period, Seller shall give the Purchaser and its Representatives reasonable access to Seller’s personnel and books and records related to the Purchased Assets for the purpose of facilitating the Contemplated Transactions and to furnish to Purchaser and its Representatives such other information concerning the Purchased Assets which is reasonably requested, and all such information provided to or received by Purchaser and its Representatives shall be subject to the Confidentiality Agreement; provided, however, that any such access shall be granted during normal business hours at mutually agreed-to times, with advance notice to Seller.
(b)Any information provided to or obtained by Purchaser relating to Seller or any of its Affiliates, or by Seller relating to Purchaser or any of its Affiliates shall be held by the receiving party in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms thereof.
4.4Restrictive Covenants.
(a)No-Shop. During the Pre-Closing Period, Seller shall not and shall cause its Total Affiliates and each of their respective Representatives not to: (A) solicit, encourage, accept, entertain, facilitate, permit or initiate the submission of any inquiry, offer, proposal or indication of interest by a third-party which relates to a transaction or series of transactions involving any sale of the Purchased Assets or any material portion thereof (whether by asset sale, sale of stock, directly or indirectly, or by merger or otherwise) (each an “Acquisition Proposal”), (B) enter into any discussions or agreement requiring Seller to abandon or terminate either of the Contemplated Transactions, (C) participate in any discussions or negotiations regarding, or furnish any nonpublic information relating to the Purchased Assets to any third-party (other than to Purchaser) whether or not such discussions lead to an Acquisition Proposal, or (D) enter into any letter of intent, agreement or similar document relating to any Acquisition Proposal.
(b)Non-Competition. [*].
(c)Non-Solicitation Covenants.
(i)Seller agrees that it shall not, and its Total Affiliates shall not, during the Restricted Period, directly or indirectly solicit for employment or employ any Continuing Employee then employed by the Purchaser or any of its Total Affiliates; provided that notwithstanding the foregoing, (x) Seller and its Total Affiliates shall not be precluded from soliciting or hiring any Continuing Employee following the one hundred eightieth (180th) day after the termination of such Continuing Employee’s employment with Purchaser or its Total Affiliates and (y) nothing herein shall prohibit Seller or any of its Total Affiliates from engaging in general or public solicitations or advertising not specifically targeted at any Continuing Employee.
(ii)Seller agrees that it shall not, and its Total Affiliates shall not, during the Restricted Period, directly or indirectly solicit for refinancings or new mortgage loans from borrowers with respect to any HECM Loans set forth on the Final Mortgage Loan Schedule; provided, however notwithstanding the foregoing, Seller and its Total Affiliates shall not be precluded from (t) engaging in a mass advertising program to the general public at large, (u) engaging in activities required by Applicable Requirements, (x) engaging in solicitations as otherwise agreed upon by the Parties, (y) engaging in any activities related to the Restrictive Covenant Exclusions; and (z) soliciting borrowers for financial services or products other than mortgage loans.
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4.5Post-Closing Covenants.
(a)Further Action. Subject to, and not in limitation of, the provisions set forth elsewhere in this Agreement, or in the other Ancillary Agreements, each of the Parties agrees (at its sole cost and expense) to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable, including under the Applicable Requirements, to consummate and make effective the Contemplated Transactions, and under the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the parties hereto or thereto; (b) the execution and delivery of such instruments, and the taking of such other actions, as the other Party may reasonably require in order to carry out the intent of this Agreement or any Ancillary Agreement, and (c) delivering or performing all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be required for the better vesting and confirming to Purchaser and its successors and assigns of title to the Purchased Assets or as shall be necessary to effect the Contemplated Transactions. From and after the Closing Date, Seller and Purchaser will execute and deliver, and will cause their respective affiliates to execute and deliver, such further instruments of conveyance and transfer and take such other actions as might reasonably be requested by any Party to carry out the purposes and intent of this Agreement or any Ancillary Agreement, including the acquisition of necessary authorizations or consents that were not required to be obtained by the Closing Date (or as to which delivery at the Closing Date was waived).
(b)Supplementary Information. From time to time after the date hereof and after the Closing Date, each Party shall furnish to the other Party such information related to the Purchased MSR Assets, which is reasonably available and may reasonably be requested or which may be necessary for compliance with Applicable Requirements.
(c)Confidentiality. The terms and provisions of the Confidentiality Agreement shall survive the Closing.
4.6Continuing Employees.
(a)The Parties shall cooperate and use commercially reasonable efforts to agree upon the list of Business Employees no later than ten (10) Business Days following the date hereof, which list shall be incorporated into Annex II hereof. As part of the efforts to determine the list of Business Employees, Purchaser shall provide Seller, in writing, descriptions of the compensation and benefits arrangements for the similarly situated employees of Purchaser that Purchaser intends to use for offers of employment to the Business Employees. No later than ten (10) Business Days following identification of the Business Employees, Seller shall deliver to Purchaser an employee census as of the most recently available date including each Business Employee’s (a) name; (b) title or position; (c) employing entity; (d) work location; (e) classification as exempt or nonexempt under the Fair Labor Standards Act and, if applicable, equivalent state wage and hour laws; (f) annual base salary or hourly wage rate; (g) target bonus or commission opportunity (if applicable); (h) hire date for service crediting purposes; and (i) status as an active or inactive employee and, if inactive, the date they became inactive and the reason for their inactive status.
(b)No later than fifteen (15) Business Days prior to the Closing Date (or such other date as mutually agreed upon by the Parties in writing), Purchaser shall offer employment, effective as of the Closing Date, to each of the Business Employees. Any such Business Employee who accepts Purchaser’s offer of employment, who is actively employed by Seller or its Total Affiliates immediately prior to the Closing and commences employment with the Purchaser immediately following the Closing is referred to herein as a “Continuing Employee.”
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(c)For a period of no less than one (1) year following the Closing Date, Purchaser shall, or shall cause its Total Affiliates to, provide to each Continuing Employee who remains employed during such period (i) a base salary, hourly rate, or wages, (ii) variable/incentive/bonus/commission pay opportunities, and (iii) other employee benefits substantially similar to the arrangements provided to similarly situated employees of Purchaser, as described to Seller pursuant to the last sentence of Section 4.6(a).
(d)To the extent applicable with respect to employee benefit plans, programs and arrangements that are established or maintained by Purchaser and its Affiliates (including, for periods after the Closing), for the benefit of Continuing Employees (each, a “Purchaser Plan”), Purchaser shall (i) use commercially reasonable efforts to cause to be waived all pre-existing conditions limitations, exclusions, eligibility waiting periods, and all evidence of insurability and actively at work requirements with respect to participation and coverage requirements applicable to Continuing Employees under any Purchaser Plan in which such Continuing Employees and their covered dependents may be eligible to participate after the Closing, to the extent that such limitations, exclusions, waiting periods and requirements would have been waived or satisfied under the corresponding Employee Benefit Plan prior to Closing, and (ii) provide to each Continuing Employee credit for all service recognized by Seller and its Affiliates for purposes of determining eligibility to participate, vesting and benefit accrual (other than benefit accruals with respect to a defined benefit pension plan) under each Purchaser Plan in which such Continuing Employee is eligible to participate after the Closing. Notwithstanding the foregoing provisions of this Section 4.6(d), service and other amounts shall not be credited to Continuing Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in duplication of benefits.
(e)Effective as of the Closing, except as otherwise specifically provided in this Agreement or by Applicable Law, (i) all Continuing Employees and their covered dependents will cease any participation in, and any benefit accrual under, any Employee Benefit Plan, and (ii) each Continuing Employee and their covered dependents shall, to the extent eligible, commence participation in the Purchaser Plans.
(f)On and after Closing, and solely related to liabilities with respect to services performed by any Continuing Employee on or after the Closing Date, Purchaser and its Total Affiliates shall be responsible for any and all notices, liabilities, costs, payments and expenses arising from any action by Purchaser and its Total Affiliates (including breach of contract, defamation or retaliatory discharge) regarding the Continuing Employees, including any such liability (i) under any Applicable Law that relates to employees, employee benefit matters or labor matters, (ii) for dismissal, wrongful termination or constructive dismissal or termination, or severance pay or other termination pay, or (iii) under or with respect to any benefit plan, program, collective bargaining agreement, Contract, policy, commitment or arrangement of the Purchaser and its Total Affiliates, including with respect to severance or retention plans, or to the extent such severance or retention plans provide payments or benefits with respect to any Continuing Employee.
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(g)In any termination or layoff of any Continuing Employee by Purchaser or any of its Total Affiliates on or after the Closing, Purchaser and its Total Affiliates will comply fully, if applicable, with the WARN Act and all other Applicable Laws requiring notice to employees. Purchaser shall not, and shall cause its Total Affiliates to not, at any time prior to sixty (60) days after the Closing Date, effectuate a “plant closing” or “mass layoff” as those terms are defined in the WARN Act or similar Applicable Laws affecting in whole or in part any facility, site of employment, operating unit or employee of the Business. Purchaser and its Total Affiliates will bear the cost of compliance with (or failure to comply with) any such Applicable Laws. Seller shall retain and satisfy all liabilities arising out of the employment of the Continuing Employees on or before the Closing Date and all liabilities related to any Business Employee who does not become a Continuing Employee under Section 4.6(a); provided, however, that if such Business Employee does not become a Continuing Employee under Section 4.6(a) due to Purchaser’s breach of Section 4.6(a), Purchaser shall be responsible for any liabilities arising out of such Business Employee’s termination of employment with Seller, and Seller shall retain and satisfy all other liabilities with respect to such Business Employee.
(h)Purchaser shall permit the Continuing Employees to make rollover contributions of their account balances, including rollovers of any outstanding loans, under the defined contribution plan of Seller in which such Continuing Employees participated immediately prior to the Closing (such plan, the “Seller 401(k) Plan”) to a tax-qualified defined contribution plan maintained by Purchaser or one of its Affiliates that is intended to satisfy the requirements of Section 401(k) of the Code (such plan, the “Purchaser 401(k) Plan”). Effective as of the Closing, Purchaser shall designate a Purchaser 401(k) Plan that either (i) currently provides for the receipt from the Continuing Employees of “eligible rollover distributions” (as such term is defined in Section 401(a)(31) of the Code, including notes representing plan loans), or (ii) shall be amended as soon as practicable following the Closing to provide for the receipt from the Continuing Employees of eligible rollover distributions. Purchaser shall, and shall cause its Total Affiliates to, take any and all actions needed to permit each Continuing Employee to immediately participate in the Purchaser 401(k) Plan, subject to any eligibility requirements applicable to the Seller 401(k) Plan, and to permit each Continuing Employee with an outstanding loan balance under the Seller 401(k) Plan as of the Closing to continue to make scheduled loan payments to the Seller 401(k) Plan after the Closing, pending the distribution and in-kind rollover of the notes evidencing such loans from the Seller 401(k) Plan to the Purchaser 401(k) Plan so as to prevent a deemed distribution or loan offset with respect to such outstanding loans.
(i)This Section 4.6 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 4.6, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.6. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Employee Benefit Plan or any employee benefit plan of the Purchaser or its Affiliates. The Parties acknowledge and agree that the terms set forth in this Section 4.6 shall not create any right in any Continuing Employee or any other Person to any continued employment with any of the Seller or the Purchaser or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.
4.7Mutual Waiver of Bulk Sales. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar laws of any jurisdiction that may otherwise be applicable with respect to the sale or transfer of any or all of the Purchased Assets to Purchaser.
4.8Notification; Update of Schedules.
(a)Each Party shall promptly notify the other of (i) any Proceeding that is instituted or threatened against such Party to restrain, prohibit or otherwise challenge the legality of the Contemplated Transactions or (ii) any Proceeding that may be threatened, brought, asserted or commenced against such Party that would have caused the representations and warranties of Seller in Section 3.1 or of Purchaser in Section 3.2, as the case may be, to be untrue or incorrect, if such Proceeding had arisen prior to the date hereof.
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(b)Seller or Purchaser, as applicable, shall, as soon as reasonably practicable after it obtains knowledge thereof prior to the Closing Date, deliver to the other Party any information concerning the occurrence of any event or the existence of any circumstance that would be reasonably likely to cause any representation or warranty of Seller or Purchaser, as applicable, to be incorrect or breached if such representation and warranty were made at the time of such event or circumstance such that the conditions set forth in Section 6.2(a) or Section 6.3(a), as applicable, would not be satisfied if the Closing were to occur on such date on which it obtained knowledge thereof.
4.9[*].
4.10Delivery of Customer List. Seller shall deliver to Purchaser the Customer List on the Closing Date.
4.11Transition Services Agreement. Seller shall have the option to determine that the execution and delivery of the Transition Services Agreement is unnecessary in connection with the Contemplated Transactions. In the event that Seller makes such determination prior to Closing, Seller shall provide notice to Purchaser, in which case execution and delivery of the Transition Services Agreement will not be a closing condition pursuant to Article VI.
4.12Transfer of Mortgage Applications. The Parties agree to reasonably cooperate to assign or case-transfer to Purchaser any HECM Loan applications and/or leads registered in Seller’s loan origination system that have not funded as of the date that is 60 days following the Closing.
ARTICLE V
CERTAIN TAX MATTERS
5.1Purchase Price Allocation. The Final Purchase Price and any other amounts treated as consideration for the Purchased Assets for U.S. federal income tax purposes shall be allocated among the Purchased Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder. The Purchaser shall prepare and deliver to Seller an allocation schedule within 90 days following the date that the Final Purchase Price is determined pursuant to this Agreement (the “Allocation”). Seller may dispute any amounts reflected on the Allocation by providing notice to the Purchaser of the disputed items and setting forth in reasonable detail the basis of such dispute within 15 days after Seller receives the draft Allocation from Purchaser and Purchaser shall consider in good faith any reasonable comments that Seller submits to Purchaser. In the event Seller and Purchaser are unable to reach a mutually satisfactory solution to the disputed matters, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes in a manner consistent with the principles of Code Section 1060 of the Code and the Treasury Regulations thereunder. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The allocation of the Final Purchase Price (and other relevant amounts), as prepared by Purchaser, if not disputed by Seller, as adjusted pursuant to any agreement between such Seller and Purchaser, or as determined by the Independent Accounting Firm in accordance with this Section 5.1, shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price, any liabilities assumed, and any other amounts treated as consideration for U.S. federal income tax purposes. The Parties agree (and agree to cause their respective Affiliates) to prepare and file all relevant Tax Returns (including IRS Form 8594, if applicable) in accordance with the Allocation, as determined under this Section 5.1, and shall not take any position inconsistent with such Allocation on any Tax Return or in any tax proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Code § 1313(a) (or any applicable analogous provision of Applicable Law). In the event that the Allocation is disputed by any Governmental Entity, the Party receiving notice of such dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.
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5.2Straddle Periods. For purposes of this Agreement, if the Closing occurs, any personal property Taxes, or any similar ad valorem obligations levied with respect to the Purchased Assets (“Property Taxes”) for any taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”) shall be prorated between Seller and Purchaser according to the number of days in such taxable period before the final Closing Date and the number of days in such taxable period on or after the final Closing Date. Seller shall be liable for the amount of such Property Taxes that is attributable to the portion of the Straddle Period ending on and including the Closing Date, and Purchaser shall be liable for the amount of such Property Taxes that is attributable to the remaining portion of the Straddle Period. Seller and Purchaser shall cooperate to promptly pay or reimburse the other for any such Taxes based on their respective liability for such taxes as determined pursuant to this Section 5.2. Any refunds of such Taxes with respect to a Straddle Period shall be apportioned between Seller and Purchaser in a similar manner as provided in this Section 5.2 for the relevant Tax.
5.3Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) arising from the Contemplated Transactions (“Transfer Taxes”) will be borne by Purchaser. The Party responsible under Applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party. Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.
ARTICLE VI
CONDITIONS TO CLOSING
6.1Conditions of All Parties. The respective obligations of the Parties to consummate the Contemplated Transactions are subject to the satisfaction or waiver by the Purchaser and Seller, of, at or prior to the Closing, the following conditions:
(a)No Injunction or Restraint. There shall not be in effect any temporary or permanent Order preventing the consummation of the Contemplated Transactions or otherwise directing that the Contemplated Transactions not be consummated, or making such consummation unlawful.
(b)No Action. No Proceeding shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the Contemplated Transactions, or that would cause, if successful, any of the Contemplated Transactions to be rescinded following the Closing; provided, that the foregoing shall not be invoked in the event of Proceedings commenced by a Party against one or more other Parties.
(c)Required Approvals and Filings. The Required Approvals and Filings pertaining to the Contemplated Transactions shall have been obtained or made, as applicable.
6.2Conditions of Purchaser. The obligation of the Purchaser to consummate the Closing shall be subject to the fulfillment or waiver in writing by Purchaser of, at or prior to the Closing, the following conditions:
(a)Accuracy of Representations and Warranties and Performance of Covenants by Seller. The Seller Fundamental Representations will be true and correct in all respects as if made as of the Closing. The representations and warranties contained in Section 3.1 (other than Seller Fundamental Representations) and the representations and warranties of Seller contained in Section 3.01 of the MSR PSA and in Exhibit 3 of the MLPA shall be true and correct, in each case as if made on and as of the Closing, other than representations and warranties that expressly refer only as of a specific date (in which case such representations and warranties will be true and correct in all material respects as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Seller Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. Seller shall have performed all of the obligations and complied in all material respects with all of its covenants, agreements and conditions set forth in this Agreement, the MSR PSA, and the MLPA and required to be performed or complied with by Seller at or prior to the Closing.
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(b)Deliverables. Seller shall have delivered or caused to be delivered to Purchaser each of the following:
(i)the Bill of Sale Assignment and Assumption Agreement, duly executed by Seller;
(ii)the New Subservicing Agreement, duly executed by Seller;
(iii)the Transition Services Agreement, duly executed by Seller (unless the requirement to execute the Transition Services Agreement has been waived by Seller upon notice to Purchaser in accordance with Section 4.12);
(iv)a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Seller, certifying that each of the conditions set forth in Section 6.1(a) have been satisfied;
(v)a certificate, duly executed by the Secretary or Assistant Secretary of the Seller certifying as to an attached accurate and complete copy of (x) Seller’s Organizational Documents, (y) Seller’s Organizational Documents and (z) true and complete copies of all resolutions adopted by the directors or managers, as applicable, of Seller authorizing Seller’s execution, delivery and performance of the Ancillary Agreements with respect to the Closing and the consummation of the Contemplated Transactions, and that all such resolutions are in full force and effect; and
(vi)a validly executed IRS Form W-9 from Seller, dated as of a date reasonably near the Closing Date.
(c)The Closing of the transactions under the MSR PSA and the MLPA shall occur simultaneously with the Closing Date (other than the Deferred Closing as defined in the MLPA).
6.3Conditions of Seller . The obligations of the Seller to consummate the Closing shall be subject to the fulfillment, or waiver in writing by Seller of, at or prior to the Closing, the following conditions:
(a)Accuracy of Representations and Warranties and Performance of Covenants by Purchaser. The Purchaser Fundamental Representations will be true and correct in all respects as if made as of the Closing. The representations and warranties contained in Section 3.2 (other than the Purchaser Fundamental Representations) shall be true and correct, in each case as if made on and as of the Closing Date, other than representations and warranties that expressly refer only as of a specific date (in which case such representations and warranties will be true and correct in all material respects as of such date) except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality,” or “Purchaser Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Purchaser shall have performed all of the obligations and complied in all material respects with all of its covenants, agreements and conditions set forth in this Agreement, the MSR PSA, and the MLPA and required to be performed or complied with by Purchaser at or prior to the Closing.
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(b)Deliverables. Purchaser shall have delivered or caused to be delivered to Seller each of the following: the Bill of Sale Assignment and Assumption Agreement, duly executed by Purchaser; and
(i)the New Subservicing Agreement, duly executed by Purchaser; and
(ii)a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, certifying that each of the conditions set forth in Section 6.3(a) have been satisfied.
(c)The Closing of the transactions under the MSR PSA and the MLPA shall occur simultaneously with the Closing Date (other than the Deferred Closing as defined in the MLPA).
6.4Frustration of Closing Conditions. Neither Purchaser nor Seller may rely, either as a basis for not consummating the Contemplated Transactions or terminating this Agreement and abandoning the Contemplated Transactions, on the failure of any condition set forth in Sections 6.1, 6.2, or 6.3 as the case may be, to be satisfied if such failure was caused by such party’s breach of any provision of this Agreement or of any provision in the MSR PSA or the MLPA.
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ARTICLE VII
INDEMNIFICATION
7.1Survival.
(a)Survival Period. All rights to indemnification and all representations and warranties in this Agreement, the MSR PSA and the MLPA shall survive the Closing Date for a period ending on the date that is [*] months following the Closing Date (the “Survival Period”).   [*].
(b)Interim and Final Losses Report; Final Settlement. During the Survival Period, Purchaser shall, or shall cause the Purchaser Indemnitees to, deliver to Seller within [*] days following each anniversary of the Closing Date, a written summary of all outstanding or pending Claim Notices as of such date, including the applicable Paid Losses and Potential Losses related to such Claim Notices (each an “Interim Losses Report”). No later than [*] days following expiration of the Survival Period, Purchaser shall, or shall cause the Purchaser Indemnitees to, deliver to Seller a written summary compilation of all outstanding or pending Claims Notices and the aggregate amount of outstanding Paid Losses and Potential Losses related to such Claim Notices as of the last calendar day of the Survival Period (the “Final Losses Report”).  [*].
7.2Recovery of the Purchaser Indemnitees. From and after the Closing and subject to the terms and conditions of this ARTICLE VII, Seller shall indemnify and defend the Purchaser Indemnitees and hold the Purchaser Indemnitees harmless from and against all (a) Losses that any Purchaser Indemnitee suffers or incurs, without duplication, that results from or arises out of: (i) any breach or inaccuracy of any representation and warranties set forth in Section [*] of this Agreement, (ii) any breach or inaccuracy of any representations and warranties set forth in Section [*] of the MSR PSA or Exhibit [*] of the MLPA (it being understood and agreed that, for purposes of this Section 7.2, all such representations and warranties under the MLPA are only made as of the Closing Date or the Deferred MLPA Closing Date), (iii) any breach of a covenant under Sections [*] or Article [*] of this Agreement, or under the MSR PSA, or the MLPA by Seller, (iv) any Retained Liabilities or Excluded Assets, (v) any Final Document Exceptions set forth on the schedule delivered pursuant to Section 2.5(c)(III), if applicable, or any costs and expenses incurred to cure any Missing Documents in excess of the remaining Document Holdback as set forth in Section 2.5 hereof, and (vi) with respect to an Old Origination Loan, the failure of Seller to provide to Purchaser or its designee with delivery of the applicable Origination File pertaining to the applicable Purchased MSR Assets the contents of which are true, correct and complete in all material respects in accordance with Applicable Requirements, which delivery may be made through an independent third party electronic hosting site (such as Reverse Quest), and [*].
7.3 Indemnification of the Seller Indemnitees. From and after the Closing and subject to the terms and conditions of this ARTICLE VII, Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against all Losses that any Seller Indemnitee suffers or incurs that results from or arises out of (i) any breach or inaccuracy of the representations and warranties set forth in Section 3.2 of this Agreement, (ii) any breach of a covenant under Sections [*] or Article [*] of this Agreement, the MSR PSA, or the MLPA by Purchaser and (iii) the Assumed Liabilities.
7.4Procedures. The following procedures shall apply to all claims for indemnification pursuant to this ARTICLE VII.
(a)Notice of Losses by Purchaser Indemnitee. If any Purchaser Indemnitee believes in good faith that it has a claim for indemnification under this ARTICLE VII (a “Purchaser Claim”), the Purchaser shall, as soon as practicable after it becomes aware of such Purchaser Claim but in any event within [*] days of Purchaser Indemnitee becoming aware of such matter or claim and prior to the expiration of the Survival Period, notify Seller of such Purchaser Claim by delivery of a Claim Notice; provided, however, that for the avoidance of doubt, in no event shall any Purchaser Indemnitee have the right to indemnification respect to a Reverse Asset Claim until: [*]
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(b)Notice of Losses by Seller Indemnitee. Subject to the limitations set forth in this Agreement (including Section 7.1), if any Seller Indemnitee believes in good faith that it has a claim for indemnification under this ARTICLE VII (a “Seller Claim”), Seller shall, promptly after it becomes aware of such Seller Claim but in any event within [*] days of Seller Indemnitee becoming aware of such matter or claim and prior to the expiration of the Survival Period, notify the Purchaser of such Seller Claim by delivering a Claim Notice.
(c)No Disputes. If the party seeking indemnification under this ARTICLE VII (the “Indemnified Party”) delivers a Claim Notice in accordance with the terms in Section 7.4(a) or 7.4(b), as applicable, and the party against whom indemnification or reimbursement, as applicable, may be sought hereunder (the “Indemnifying Party”) does not object to the terms of the Claim as set forth in the applicable Claim Notice in accordance with Section 7.4(d), then subject to the limitations set forth in this ARTICLE VII, the Indemnifying Party shall promptly pay to the Indemnified Party the amount set forth in such Claim Notice in accordance with the terms of this ARTICLE VII.
(d)Disputes. If the Indemnifying Party objects to the terms of an applicable Claim as set forth in the applicable Claim Notice, the Indemnifying Party may dispute the related Claim by delivery of a notice to the Indemnified Party in writing, within [*] days following the Indemnified Party’s delivery of such Claim Notice, that the Indemnifying Party objects to the Claim asserted in such Claim Notice; provided, however, that in no event shall delivery of such notice objecting to a Claim limit or diminish the Purchaser’s obligations under Section 7.4(e) or Seller’s Cure Rights pursuant to Section 7.10. Any amounts in the applicable Claim Notice that the Indemnifying Party does not dispute shall be paid promptly, by wire transfer of immediately available funds, to the Indemnified Party. Thereafter, the Seller and Purchaser shall each appoint a senior level executive to discuss such dispute in good faith with the intent to agree to a full and final resolution no later than the [*] day following such objection.  In the event that such senior level executives are unable to agree and resolve the dispute in such [*]-day period, the Parties agree to pursuing either non-binding mediation or non-binding arbitration to resolve the remaining disputed items. Notwithstanding the foregoing, nothing in this Section 7.4(d) shall eliminate either Party’s right to commence a Proceeding in the Specified Courts in accordance with Section 9.8(b) after the resolution procedures herein have been completed. Any disputed amounts that are resolved and finally determined to be payable by the Indemnifying Party shall be paid within [*] Business Days after such resolution or final determination, unless otherwise agreed in writing by the Parties.
(e)Remediation Procedures. [*]
7.5Third-Party Claims.
(a)In the event of any claim by a third party against any Purchaser Indemnitee or Seller Indemnitee for which indemnification is available under this ARTICLE VII (a “Third-Party Claim”), subject to the rights of the Indemnified Party set forth in this Section 7.5, the Indemnifying Party will have the right to defend the Third-Party Claim with counsel (at its sole cost and expense) reasonably satisfactory to the Indemnified Party. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third-Party Claim.
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(b)Notwithstanding the foregoing, (i) the Indemnified Party shall have the right to independently control and assume the defense of any Third-Party Claim to the extent the Indemnifying Party fails to assume the defense of such Third-Party Claim within 30 days of receipt of notice of the applicable Third-Party Claim, and (ii) the Indemnified Party shall have the right to participate jointly with the Indemnifying Party (at the Indemnified Party’s sole cost and expense) in the defense of any Third-Party Claim to the extent such Third-Party Claim (X) in the good faith judgment of the Indemnified Party, is likely to result in a conflict of interest between the Indemnified Party and the Indemnifying Party, or (Y) would reasonably be expected to have a material adverse effect the Indemnified Party’s Permits or ongoing business operations. For the avoidance of doubt, in the case of clause (i) above, the costs and expenses of the Indemnified Party shall continue to be subject to the indemnification terms pursuant to this ARTICLE VII. In the event that the Indemnified Party elects pursuant to clause (ii) to participate jointly with the Indemnifying Party in the defense of a Third-Party Claim, each party shall keep the other party reasonably informed of, and consult with the other party regarding, any material decisions with respect to the defense of the Third-Party Claim.
(c)In addition to the rights set forth in Section 7.5(b), if the defense or settlement of any Third-Party Claim would reasonably be expected to impose non-monetary obligations on the Indemnified Party, including injunctive relief, that are reasonably expected to have an adverse effect in any material respect on the Indemnified Party, the Indemnified Party shall have the right to assume control of such defense (provided, however that, the Indemnifying Party shall have the right to participate jointly with the Indemnified Party at the Indemnifying Party’s cost and expense). In such case, the costs and expenses of the Indemnified Party shall be subject to indemnification terms pursuant to this Article VII.
(d)No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification or recovery is being sought hereunder without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), unless such settlement, compromise or consent (w) includes an unconditional release of the Indemnified Party and from all liability arising out of such claim, (x) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (y) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates.
7.6Limitations on Indemnification.
(a)The Purchaser Indemnitees will not be entitled to recovery under Sections 7.2(a)(i) or (ii), and Section 7.2(b) until the total of such related Losses suffered by the Purchaser Indemnitees exceeds the Tipping Basket, whereupon the Purchaser Indemnitees shall be entitled to the amount of such Losses back to the first dollar; provided, however, that the Tipping Basket shall not apply to any claim for fraud, a breach or inaccuracy of any Seller Fundamental Representation, a breach or inaccuracy of Loan Level Fundamental Representations, or Losses for which the Purchaser Indemnitees are entitled pursuant to Sections 7.2(a)(iii), (iv), (v), or (vi). The aggregate amount of Losses for which the Purchaser Indemnitees shall be entitled to recovery under Sections 7.2(a)(i),(ii), (v) and (vi) and Section 7.2(b) shall not exceed the Cap; provided, however, that the Cap shall not apply to any claim for fraud, a breach or inaccuracy of any Seller Fundamental Representation, a breach or inaccuracy of any Loan Level Fundamental Representation, or Losses for which the Purchaser Indemnitees are entitled pursuant to Section 7.2(a)(iii), or (iv). Notwithstanding the immediately preceding sentence, the aggregate amount of Losses for which the Purchaser Indemnitees shall be entitled to recovery under this Agreement, the MLPA, and the MSR PSA (including with respect to breaches or inaccuracies of Seller Fundamental Representations) shall not exceed the Overall Cap.
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(b)The Seller Indemnitees will not be entitled to recovery under Section 7.3(i) for any Losses until the total of such Losses suffered by the Seller Indemnitees exceeds the Tipping Basket, whereupon the Seller Indemnitees shall be entitled to the amount of such Losses back to the first dollar; provided, however, that the Tipping Basket shall not apply to any claim for fraud, or a breach or inaccuracy of any Purchaser Fundamental Representation. The aggregate amount of Losses for which the Seller Indemnitees shall be entitled to recovery under Section 7.3(i) shall not exceed the Cap; provided, however, that the Cap shall not apply to any claim for fraud or a breach or inaccuracy of any Purchaser Fundamental Representation. Notwithstanding the immediately preceding sentence, the aggregate amount of Losses for which the Seller Indemnitees shall be entitled to recovery under this Agreement, the MSR PSA, and the MLPA (including with respect to breaches or inaccuracies of Purchaser Fundamental Representations) shall not exceed the Overall Cap.
7.7Other Recovery and Indemnification Matters.
(a)For purposes of determining whether a breach has occurred and the dollar amount of Losses attributable to any breach of any representation or warranty of any of the Parties under this Agreement, the MSR PSA, or the MLPA, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material,” “in all material respects,” “Purchaser Material Adverse Effect,” “Seller Material Adverse Effect,” or any similar term or phrase shall be disregarded. In addition, for purposes of determining whether a breach has occurred and the dollar amount of Losses attributable to any breach of any representation or warranty of any of the Parties under the MSR PSA, or the MLPA, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “to the Knowledge of Seller,” “to Seller’s knowledge,” “to Seller’s actual knowledge,” or any similar term or phrase shall also be disregarded.
(b)The amount of any Losses subject to indemnification under ARTICLE VII shall be calculated net of any insurance or other proceeds or any indemnity, contribution or similar payment actually recovered by an Indemnitee for such Losses, net of all reasonable and documented costs of collection, and net of any insurance premium increase that results from the assertion of such claim. Each Indemnitee shall use, and shall cause its Affiliates to use, commercially reasonable efforts (which the parties agree does not require any party to commence any Proceeding) to seek recovery under all insurance or other agreements covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. In the event that an insurance or other recovery is actually made by an Indemnitee with respect to any Losses for which such Indemnitee has been indemnified hereunder and such insurance or other recovery would result in duplicative recovery by such Indemnitee, then a refund equal to the aggregate amount of the insurance or other recovery shall be made promptly, but in no event any later than ten (10) Business Days from receipt, by such Indemnitee to Seller or its designee, as applicable, net of all reasonable and documented costs of collection and any insurance premium increase that results from such claim.
7.8Exclusive Remedy. Notwithstanding anything contained in this Agreement to the contrary, except with respect to (a) fraud by a Party or (b) as contemplated by Sections 9.10, the Parties agree that, from and after the Closing, the sole and exclusive remedies of the Parties to this Agreement, the MLPA, and the MSR PSA and the Purchaser Indemnitees and the Seller Indemnitees, respectively, to each other, for any Losses arising out of or based upon the matters set forth in this Agreement, the MLPA and the MSR PSA (no matter the basis or theory thereof) are the indemnification obligations of the Parties set forth in this ARTICLE VII. For the avoidance of doubt, the provisions of this Section 7.8 shall not prevent or limit a cause of action under Section 9.10 to obtain an injunction or injunctions to prevent breaches of this Agreement or the Ancillary Agreements and to enforce specifically the terms and provisions hereof or thereof. The indemnitees provided under this ARTICLE VII are intended only for the Indemnified Parties and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person.
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7.9Mitigation. Each Party shall take all commercially reasonable steps to mitigate any of its Losses under this Agreement, the MLPA, and the MSR PSA, including through prudent servicing practices and in accordance with Applicable Requirements upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, and in the case of Purchaser, in a manner that is consistent with the standard set forth in Section 7.4(e) and otherwise at least consistent with the methods customarily employed by Purchaser to mitigate similar types of Loss for its own account and for which Purchaser would not be entitled to receive indemnification.
7.10Cure Rights. With respect to any Reverse Asset Claim, Seller shall have the right (A) for a period of [*] days following delivery of a Claim Notice and in addition to the Remediation Procedures, to cure the related representation or warranty breach (or such shorter period to the extent required by the related Agency, Insurer or Investor/Owner), and (B) to reasonably control all cure efforts and appeals with respect to any claim or demand by an Investor/Owner or Insurer for repurchase, make-whole or indemnification in respect of any HECM Loan or Mortgage Loan under the MSR PSA (the “Cure Rights”).
7.11Repurchase Claims.
(a)If, during the Survival Period, (i) a repurchase of the HECM Loan pertaining to a Purchased MSR Asset, out of a HMBS is required by Ginnie Mae, or a repurchase is otherwise required of out of HMBS to comply with FHA Regulations, the Ginnie Mae Guide or HUD HECM Guidelines, (ii) HUD sends a repurchase or indemnification demand letter with respect to a Reverse Asset or cancels or rescinds the related FHA insurance with respect to a HECM Loan due to a breach of Applicable Requirements prior to the Closing Date or (iii) a Purchased Mortgage Loan was intended to be FHA insured and is not or was not so insured or guaranteed within [*] days (or such other period permitted by the related insurer) after the date it was originated, then Purchaser shall promptly send to Seller a Claim Notice, but in no event later than [*] days following Purchaser’s receipt of notice from Ginnie Mae, HUD or the FHA notifying Purchaser of a repurchase requirement or Purchaser’s knowledge of such repurchase requirement, as applicable, provided, further, that, the failure to notify the Seller within such time period shall not be impact the ability of the Purchaser to be able to exercise related remedies pursuant to this Agreement (unless such delay actually prejudices the ability of the Seller to dispute or cure the related defect if such issue is capable of cure). Purchaser shall reasonably cooperate with Seller, upon Seller’s reasonable written request, to appeal or dispute any Ginnie Mae, HUD request or self-reported repurchase demand for repurchase of a HECM Loan as permitted by the HUD HECM Guidelines and afford Seller the reasonable opportunity to dispute or cure any defects; provided, that the Purchaser shall have control over any such appeals or disputes to be exercised in its reasonable discretion. Purchaser and Seller agree to use commercially reasonable efforts to cooperate with each other with respect to all appeals and cure efforts, provided that all costs associated therewith are paid by Seller. If the defect is not successfully disputed or cured within [*] days from the date Purchaser provides the Claim Notice to Seller (or such lesser time as may be required by Ginnie Mae or HUD), upon Purchaser’s demand, in addition to any other rights and remedies that Purchaser may have hereunder, at law or in equity (but subject to any limitations of HUD or Ginnie Mae), Seller shall repurchase from Purchaser or the HMBS pool (as applicable and as directed by Purchaser and only as permitted by Applicable Requirements) the applicable HECM Loan; provided, however, in no event shall Seller be required to repurchase a Purchased MSR Asset without the corresponding HECM Loan.
(b)The purchase price for any Reverse Assets acquired by Purchaser pursuant to the MSR PSA or the MLPA, as applicable, repurchased pursuant hereto shall be the Repurchase Price.
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(c)When Seller is required to make a repurchase under Section 7.11(a), such repurchase shall be accomplished by wire transfer of the Repurchase Price within [*] Business Days following Seller’s receipt of a written demand from Purchaser pursuant hereto (after any applicable cure period and appeal efforts contemplated by Section 7.11(a)). Upon completion of such repurchase by Seller, Purchaser shall deliver to Seller the Mortgage File with respect to such HECM Loan (to the extent provided to Purchaser and its Custodian, as applicable, by Seller in accordance with Section 2.5 hereof).
7.12 [*]. [*].
ARTICLE VIII
TERMINATION
8.1Termination Rights. This Agreement may be terminated, and the Contemplated Transactions abandoned, at any time prior to the Closing:
(a)by mutual written consent of Purchaser, on the one hand, and Seller on the other hand;
(b)by Seller, if Purchaser breaches any of its representations or warranties in Section 3.2 or any of its representations and warranties in Section 3.2 become untrue or inaccurate, Purchaser fails to comply with any of its covenants or obligations contained herein, or Purchaser breaches any of its representations and warranties in, or fails to perform any of its covenants or obligations contained in, the MSR PSA or the MLPA, in each case such that any of the conditions in Section 6.3 would not be satisfied, and, in each case, such failure to comply or breach is not cured (to the extent curable) by Purchaser within [*] days after delivery of notice thereof by Seller; provided, however, that no cure period will be required for any such breach that by its nature cannot be cured or if, as a result of such breach and notwithstanding the timely cure thereof, one or more conditions to the Seller’s obligations to consummate the Contemplated Transactions would not be satisfied at or prior to the Outside Date; provided, further, that Seller shall not have the right to terminate this Agreement pursuant to this Section 8.1(b) if Seller is then in material breach of its representations or warranties or in default under its covenants or obligations hereunder, or in the MSR PSA or the MLPA, in a manner that shall have directly contributed to the failure of the Closing;
(c)by Purchaser, if Seller breaches any of its representations or warranties under this Agreement or any of its representations and warranties herein become untrue or inaccurate, Seller fails to comply with any of its covenants or obligations contained herein, or Seller breaches any of its representations and warranties in, or fails to perform any of its covenants or obligations contained in, the MSR PSA or the MLPA, in each case such that any of the conditions in Section 6.2 would not be satisfied, and, in each case, such failure to comply or breach is not cured (to the extent curable) by Seller within [*] days after delivery of notice thereof by Purchaser; provided, however, that no cure period will be required for any such breach that by its nature cannot be cured or if, as a result of such breach and notwithstanding the timely cure thereof, one or more conditions to the Purchaser’s obligations to consummate the Contemplated Transactions would not be satisfied at or prior to the Outside Date; provided, further, that such Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if it is then in material breach of its representations or warranties or in default under its covenants or obligations hereunder, or in the MSR PSA or the MLPA, in a manner that shall have directly contributed to the failure of the Closing;
(d)at any time after May 1, 2025 (the “Outside Date”), by Seller or the Purchaser, if Closing has not occurred, unless the failure to consummate the Closing is the result of a breach by the Party seeking to terminate this Agreement of its representations, warranties or covenants under this Agreement, the MSR PSA or the MLPA; provided, that if on the date that is five (5) Business Days prior to the Outside Date, all conditions to Closing have been met except for the receipt of any Required Approval and Filing from a Governmental Entity and such Required Approval and Filing has not been expressly denied by the Governmental Entity, then such Outside Date shall automatically be extended by 30 days, without any further action by any other Party or any other Person;
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(e)by either Purchaser or Seller if a court of competent jurisdiction shall have issued a final non-appealable Order permanently enjoining, restraining or otherwise prohibiting the Contemplated Transactions;
(f)by either Purchaser or Seller in the event that a Governmental Entity for whom a Required Approval and Filing is a closing condition pursuant to Section 6.1(c), has issued a final, non-appealable denial of the applicable Approval; or
(g)by Seller if (i) all of the conditions set forth in Section 6.1 and Section 6.2 have been and continue to be satisfied or shall be capable of being satisfied at the Closing Date were the Closing to occur at such time and (ii) Purchaser fails to consummate the Contemplated Transactions within three (3) Business Days of the date that the Closing should otherwise have occurred pursuant to Section 2.2 hereof and (iii) Sellers stood ready and willing to consummate the Closing on the date the Closing should otherwise have occurred pursuant to Section 2.2; or
(h)by Purchaser if (i) all of the conditions set forth in Section 6.1 and Section 6.3 have been and continue to be satisfied or shall be capable of being satisfied at the Closing Date were the Closing to occur at such time and (ii) Sellers fail to consummate the Contemplated Transactions within three (3) Business Days of the date that the Closing should otherwise have occurred pursuant to Section 2.2 hereof and (iii) Purchaser stood ready and willing to consummate the Closing on the date the Closing should otherwise have occurred pursuant to Section 2.2.
8.2Effect of Termination. In the event of termination of this Agreement and abandonment of the Contemplated Transactions by a Party pursuant to Section 8.1, written notice thereof shall forthwith be given to all other Parties and this Agreement shall terminate and the Contemplated Transactions shall be abandoned, without further action by any Party; provided, however, if this Agreement is terminated as provided herein, no Party shall have any liability or further obligation to any other Party except that this Section 8.2, Section 8.3, Section 4.3(b) and ARTICLE IX (in respect of those provisions that survive termination of this Agreement including Section 9.1) shall survive termination of this Agreement, and the definitions set forth in ARTICLE I shall survive any termination of this Agreement; provided, further however, that no termination of this Agreement pursuant to this ARTICLE VIII shall relieve any Party from fraud or from liability for a breach of any provision of this Agreement occurring before such termination.
8.3Termination Fee.
(a)If this Agreement is terminated (i) by Seller pursuant to Section [*] or Section [*], Purchaser shall pay Seller an amount equal to [*] (the “Termination Fee”).
(b)In the event the Termination Fee is payable, such fee will be paid to Seller by Purchaser in immediately available funds within five (5) Business Days after the date of the termination giving rise to the obligation to make such payment. If not paid in accordance with the required timing set forth in the preceding sentence, in addition to the Termination Fee, Purchaser shall pay, or cause to be paid, to Seller the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the pursuit of payment of the Termination Fee, together with interest at the rate of [*] per annum from and including the date the Termination Fee was required to be paid pursuant to the first sentence of this Section 8.3(b) up to and including the payment date.
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(c)Purchaser acknowledges and agrees that (i) the agreements contained in this Section 8.3 are an integral part of the Contemplated Transactions and constitutes a reasonable estimate of the losses that would be suffered by Seller by reason of any termination specified under Section 8.3 in light of the difficulty of accurately determining actual damages upon such termination and (ii) without these agreements, Seller would not enter into this Agreement.
(d)Notwithstanding anything to the contrary contained in this Agreement, in the event that the Purchaser pays the Termination Fee in accordance with, and as required by, this Section 8.3, such payment shall constitute the Purchaser’s sole and exclusive liability, and Seller’s sole and exclusive remedy, with respect to any termination of this Agreement or any matter relating to or arising out of this Agreement or the Contemplated Transactions.
ARTICLE IX
MISCELLANEOUS
9.1Press Releases and Public Announcements. Except as set forth in this Section 9.1, neither Purchaser nor Seller shall issue any report, statement or press release or otherwise make any other public statement with respect to this Agreement and the Contemplated Transactions without prior consultation with and written approval of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed). Seller shall maintain in strict confidence the existence and substance of this Agreement and not disclose any such information to third parties without the consent of the Purchaser. Notwithstanding the foregoing, a Party or its respective Affiliates or Representatives may, without the written consent of the other Parties, issue a press release or public communications concerning the subject matter of this Agreement as required by Applicable Law (including, without limitation, any filings or disclosures required by the SEC), any judicial or administrative judgments, orders or remediation plans, or any listing agreement with or rules of any stock exchange, in which case the Party required to make the release or statement shall, to the extent reasonably practicable and not in violation of any rule or policy of any regulatory or supervisory authority or body, notify the other Parties and allow the other Parties reasonable time to comment on such release or statement in advance of such issuance; provided that the foregoing shall not apply to any press release or public announcement so long as any statements contained therein concerning the Contemplated Transactions are consistent with previous releases or announcements made by the applicable Party with respect to which such Party has complied with the provisions of this Section 9.1. Notwithstanding anything to the contrary contained herein, unless otherwise mutually agreed by Purchaser and Seller, no Party shall be permitted to disclose the economic terms of this Agreement or the Contemplated Transactions, in each case except as required by Applicable Law, any judicial or administrative judgments, orders or remediation plans, or any listing agreement with or rules of any stock exchange, in which case the Party required to make the release or statement shall, not in violation of any rule or policy of any regulatory or supervisory authority or body and at its sole cost and expense, use its reasonable best efforts to obtain confidential treatment with respect to such financial information and in any case shall notify the other Parties and allow the other Parties reasonable time to comment on such release or statement in advance of such issuance. The Parties shall use reasonable best efforts to cooperate with each other to ensure that all public releases (or portions thereof) and other public announcements with respect to this Agreement and the Contemplated Transactions are consistent with a mutually agreed joint communications plan, except as otherwise required by Applicable Law, any judicial or administrative judgments, orders or remediation plans, or any listing agreement with or rules of any stock exchange. Purchaser and Seller shall use commercially reasonable efforts to develop and implement a joint communications plan with respect to Governmental Entities, investors, business partners, Seller employees and other third parties that have a need-to-know certain information concerning the Contemplated Transactions. Each Party shall comply with the terms of such joint communications plan in all material respects.
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9.2No Third-Party Beneficiaries. Except as provided in ARTICLE VII with respect to the Purchaser Indemnitees and the Seller Indemnitees, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.
9.3Entire Agreement. This Agreement (including the exhibits, annexes and other documents referred to herein including the Confidentiality Agreement), the Disclosure Schedule, and the Ancillary Agreements constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate to the subject matter hereof (other than the Confidentiality Agreement).
9.4Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.
9.5Counterparts. This Agreement may be executed in one or more counterparts (including by means of portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
9.6Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
9.7Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing to the addresses set forth below. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given: (a) when delivered personally to the recipient, (b) when sent by electronic mail, on the date of transmission to such recipient without notice of delivery failure, (c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid) (and with a copy by electronic mail), or (d) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth hereto (and with a copy by electronic mail). Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.
If to Seller:
c/o Onity Group Inc.
1661 Worthington Road, Suite 100
West Palm Beach, FL 33409
Attention: Aaron Wade, Joseph Samarias
Email: [*]; [*]
With required copy to (which shall not constitute notice to Seller):
Mayer Brown LLP 1999 K Street, NW Washington, DC 20006 Attention: Lauren Pryor E-mail: lpryor@mayerbrown.com With required copy to (which shall not constitute notice to Purchaser):
If to Purchaser:
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Finance of America Equity Capital LLC
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Attn: Graham Fleming
E-mail: [*]
Finance of America Equity Capital LLC
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Attn: General Counsel
E-mail: [*]
and
Hunton Andrews Kurth LLP
951 E. Byrd St.
Richmond, VA 23221
Attention: Michael P. Goldman
E-mail: mgoldman@hunton.com

9.8Governing Law; Jurisdiction and Venue.
(a)This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the Applicable Laws of any jurisdiction other than the State of New York.
(b)Except with respect to the Allocation as set forth in Section 5.1, each Party agrees: (a) to submit to the exclusive jurisdiction of the state or federal courts located in New York (the “Specified Courts”) for any Proceeding arising out of or relating to this Agreement or any Ancillary Agreement or the Contemplated Transactions); (b) to commence any Proceeding arising out of or relating to this Agreement or any Ancillary Agreement or the Contemplated Transactions only in the Specified Courts; (c) that service of any process, summons, notice, or document by U.S. registered mail to the address of such Party set forth in Section 9.7 will be effective service of process for any Proceeding brought against such Party in any of the Specified Courts; (d) to waive any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement or any Ancillary Agreement or the Contemplated Transactions in the Specified Courts; and (e) to waive and not to plead or claim that any such Proceeding brought in any of the Specified Courts has been brought in an inconvenient forum.
9.9Amendments and Waivers. No amendment, modification or supplement of any provision of this Agreement, the MSR PSA or the MLPA shall be valid unless the same shall be in writing and signed by Purchaser and Seller. No waiver by any Party of any provision of this Agreement, the MSR PSA or the MLPA or any default, misrepresentation, or breach of warranty or covenant hereunder or thereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
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9.10Injunctive Relief. Each Party hereby agrees that in the event of breach of this Agreement, the MSR PSA or the MLPA damages would be difficult, if not impossible, to ascertain, that irreparable damage would occur in the event that any of the provisions of this Agreement, the MSR PSA or the MLPA were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to and without limiting any other remedy or right it may have, each Party shall be entitled to seek an injunction or other equitable relief in any court of competent jurisdiction, without any necessity of proving damages or any requirement for the posting of a bond or other security, enjoining any such breach and enforcing specifically such terms and provisions. Each Party hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. In addition, each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.
9.11Severability. If any term or other provision of this Agreement, the MSR PSA or the MLPA for any reason is declared invalid, illegal or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, the MSR PSA or MLPA, which other provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid, illegal or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. Upon such declaration that any term or other provision is invalid, illegal or incapable of being enforced, the Purchaser and the Seller shall negotiate in good faith to modify this Agreement, the MSR PSA and/or the MLPA so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Contemplated Transactions be consummated as originally contemplated to the greatest extent possible.
9.12Expenses. Except as otherwise provided herein, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, the MSR PSA or the MLPA and the Contemplated Transactions, [*].
9.13Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement, the MSR PSA and the MLPA. In the event an ambiguity or question of intent or interpretation arises, this Agreement, the MSR PSA and the MLPA shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. The word “including” shall mean including without limitation. When this Agreement states that a Party has “made available,” “delivered” or “provided” (or terms of similar import) a particular document or other item, it shall mean that such Party has made a correct and complete copy of such document or item (together with all amendments, supplements or other modifications thereto or waivers thereof) available for viewing by the Purchaser and its Representatives in the Dataroom at least five (5) Business Days prior to the date hereof and not removed on or prior to the date hereof.
9.14Incorporation of Disclosure Schedule|. The Disclosure Schedule and other schedules identified in this Agreement are incorporated herein by reference and made a part hereof. The information shown in the Disclosure Schedule shall refer to the section or subsection of this Agreement, the MSR PSA or the MLPA, as applicable, to which such information relates, unless it is reasonably apparent on its face that such information should relate to another section or subsection of this Agreement, the MSR PSA or the MLPA, as applicable. Terms used in the Disclosure Schedule and not otherwise defined therein have the same meanings as set forth in this Agreement or if not defined herein, the MSR PSA or the MLPA, as applicable.
44



9.15Waiver of Jury Trial. EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS.
9.16Time of the Essence. The Parties agree that time is of the essence in the performance of their respective obligations under this Agreement and the Ancillary Agreements.

[Signature Pages Follow]
45



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
SELLER:
PHH Mortgage Corporation
By: /s/ Aaron Wade                                             
Name: Aaron Wade                                              
Title: EVP and Chief Investment Officer            
[Signatures Continue on Following Page]


[Signature Page to Asset Purchase Agreement]



PURCHASER:
By: /s/ Graham Fleming                                       
Name: Graham Fleming                                       
Title: Chief Administrative Officer                     



[Signature Page to Asset Purchase Agreement]




EXHIBIT A
FORM BILL OF SALE ASSIGNMENT AND ASSUMPTION AGREEMENT
Finance of America Reverse LLC This BILL OF SALE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is executed as of [______], 2025, by and between PHH Mortgage Corporation, a New Jersey corporation (“Seller”) and Finance of America Reverse LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below).
W I T N E S S E T H:
WHEREAS, reference is made to that certain Asset Purchase Agreement, dated as of November 17, 2025 by and between Seller and Purchaser (the “Purchase Agreement”), the terms of which are incorporated herein by reference, which provides, among other things, for the sale and assignment by Seller to Purchaser of the Purchased Assets and the assumption by Purchaser of the Assumed Liabilities; and
WHEREAS, in accordance with the terms of the Purchase Agreement, Seller and Purchaser have agreed to enter into this Agreement, providing for (a) the sale and assignment from Seller to Purchaser of all of Seller’s right, title and interest in and to the Purchased Assets as of the Closing, and (b) the acceptance by Purchaser of such assignment and the assumption of the Assumed Liabilities as of the Closing, in each case, subject to the terms of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.    Assignment. In accordance with and subject to the terms of the Purchase Agreement, effective as of the date of this Agreement, Seller hereby sell assigns, transfer and convey to Purchaser all of Seller’s right, title and interest in and to the Purchased Assets, including the Servicing Rights set forth on Schedule 1 hereto.
2.    Assumption. In accordance with and subject to the terms of the Purchase Agreement, Purchaser hereby assumes, undertakes and agrees to pay, satisfy, perform or discharge fully and timely in accordance with the terms thereof, all of the Assumed Liabilities. For the avoidance of doubt, Purchaser shall not assume any Excluded Assets or Retained Liabilities.
3.    Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
4.    No Conflicts. Nothing in this Agreement, express or implied, is intended to or shall be construed to modify, expand or limit in any way the terms of the Purchase Agreement. To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Purchase Agreement, the Purchase Agreement shall govern.



5.    Counterparts. This Agreement may be executed in one or more counterparts (including by means of portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
6.    Governing Law; Jurisdiction and Venue. Section 9.8 of the Purchase Agreement is incorporated herein mutatis mutandis.


[Signature Pages Follow]








IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

SELLER:
PHH MORTGAGE CORPORATION

By:     
Name:     
Title:    


PURCHASER:

FINANCE OF AMERICA REVERSE LLC

By:     
Name:     
Title:    




















Schedule 1 to Bill of Sale Assignment and Assumption Agreement

Servicing Rights and Advances

[*]


EXHIBIT B

OTHER PURCHASED ASSETS

[*]


EXHIBIT C
FORM OF NEW SUBSERVICING AGREEMENT
[*]

EXHIBIT D
Form of Transition Services Agreement

[*]


EXHIBIT E

Holdback Documents

[*]

EXHIBIT F

Purchase Price Adjustment Illustration

[*]

EXHIBIT G
[Reserved]





EXHIBIT H
[Reserved]



EXHIBIT I
Remediation Procedures

[*]


Annex I
Required Approvals and Filings
1.    Ginnie Mae prior approval, including the Assignment Agreement, in each case with respect to the Contemplated Transactions (including with respect to the applicable Purchased MSR Assets).
Annex II

Business Employees

[*]

Annex III

Identified Loan Losses

[*]


EX-10.23 5 exhibit1023-reversemortg.htm EX-10.23 exhibit1023-reversemortg
Exhibit 10.23 Certain information marked “[*]” has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. REVERSE MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT by and among PHH MORTGAGE CORPORATION (Seller), and FINANCE OF AMERICA REVERSE LLC (Purchaser) Effective as of November 17, 2025


 
i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .......................................................................................................... 1 Section 1.01 Definitions ........................................................................................... 1 ARTICLE II SALE AND TRANSFER OF ASSETS ................................................................... 7 Section 2.01 Sale and Purchase Transaction......................................................... 7 Section 2.02 Conditions Precedent. ........................................................................ 8 Section 2.03 Transfer of Servicing Rights ............................................................. 9 Section 2.04 Delivery of Data; Servicing Files; Delivery of Mortgage File ........ 9 Section 2.05 Transfer of Tax and Flood Contracts. ............................................. 9 Section 2.06 Transfers of Bankruptcy Claims .................................................... 10 Section 2.07 [Reserved] ......................................................................................... 10 Section 2.08 Assignments ...................................................................................... 10 Section 2.09 Misapplied and Returned Payments .............................................. 11 Section 2.10 Approvals .......................................................................................... 11 Section 2.11 Notice to Taxing Authorities and Insurers .................................... 11 Section 2.12 IRS ..................................................................................................... 12 Section 2.13 Other Notices .................................................................................... 12 Section 2.14 Consumer Financial Protection Bureau ........................................ 12 Section 2.15 Interim Servicing ............................................................................. 12 Section 2.16 Power of Attorney ............................................................................ 12 Section 2.17 Recertification .................................................................................. 13 Section 2.18 Access to Information ...................................................................... 13 Section 2.19 Costs and Expenses .......................................................................... 13 Section 2.20 Transfer in Accordance with Applicable Requirements .............. 13 Section 2.21 Servicing Transfer Instructions ...................................................... 13 Section 2.22 Supplementary Information ........................................................... 14 ARTICLE III REPRESENTATIONS AND WARRANTIES ..................................................... 14 Section 3.01 Representations and Warranties of Seller ..................................... 14 ARTICLE IV REMEDIES .......................................................................................................... 18 Section 4.01 Remedies ........................................................................................... 18 ARTICLE V TERMINATION .................................................................................................... 18 ARTICLE VI MISCELLANEOUS ............................................................................................. 18 Section 6.01 APA Provisions................................................................................. 18 EXHIBIT A Mortgage Loan and Advances Schedule Fields EXHIBIT B [Reserved] EXHIBIT C Form of Officer’s Certificate EXHIBIT D Form of Power of Attorney


 
ii EXHIBIT E Servicing Transfer Instructions EXHIBIT F Servicing File EXHIBIT G Collateral File EXHIBIT H Origination File SCHEDULE 2.02(a)(3) Lien Releases SCHEDULE 3.01(d) Disclosed Litigation Loans SCHEDULE 3.01(o) Mortgaged Property SCHEDULE 3.01(x) Known Curtailment Events SCHEDULE 3.01(y) Title Insurance SCHEDULE 3.01(z) Occupancy of the Mortgaged Property


 
1 REVERSE MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT This REVERSE MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT, dated as of November 17, 2025 (this “Agreement”), is by and between PHH MORTGAGE CORPORATION, a New Jersey corporation (“Seller”), and FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are each referred to as a “Party” and collectively as the “Parties.” RECITALS: WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are executing and delivering that certain Asset Purchase Agreement (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “APA”), pursuant to the terms and subject to the conditions of which, concurrent with the Closing, Seller shall sell, assign, transfer and convey to Purchaser certain assets, and Purchaser shall assume, pay, discharge and perform certain liabilities, of the Business; and WHEREAS, Purchaser desires to purchase, and Seller desires to sell, all of the Seller’s right, title and interest in and to the Purchased MSR Assets (as defined herein) on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on the terms and subject to the conditions of this Agreement, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. As used in this Agreement, the following terms shall have the meanings specified below. Capitalized terms used herein, but not otherwise defined, shall have the meanings set forth in the APA or MLPA, as applicable. “Active Mortgage Loan” means any HECM Loan designated as in “Active” status on the Mortgage Loan and Advances Schedule. “Anti-Money Laundering Laws” has the meaning specified in Section 3.01(l). “APA” has the meaning set forth in the Recitals. “Approved Flood Zone Determination Company” means CoreLogic, Inc. d/b/a Cotality, or any successor thereto, or another flood zone determination vendor approved by Purchaser, that will track FEMA flood zone map determination changes with respect to the Mortgaged Property. “Approved Tax Services Company” means CoreLogic, Inc. d/b/a Cotality, or any successor thereto, or another tax services vendor approved by Purchaser.


 
2 “Assignment of Mortgage Instrument” means an assignment of Mortgage Instrument, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect the transfer of the Mortgage Instrument identified therein from the transferor to the transferee named therein. “Collateral File” means, with respect to each Mortgage Loan, the documents referred to in Exhibit G hereto and any additional documents pertaining to such Mortgage Loan required to be added to the related Collateral File pursuant to the terms of this Agreement and Applicable Requirements. “Curtailment Event” means with respect to any Mortgage Loan that is due and payable at any time prior to the Closing Date, either (i) the failure of Seller or any prior servicer (or other responsible party) in respect of such Mortgage Loan to meet any one of the applicable requirements set forth in 24 C.F.R. 206.129(d)(3)(x) in compliance with the Curtailment Event Timeframes or any other FHA Regulation the violation of which results in a reduction of the amount of eligible mortgage insurance proceeds in respect a claim to FHA pertaining to such Mortgage Loan, or (ii) as of the Closing Date, the deadline to meet any one of the applicable requirements set forth in 24 C.F.R. 206.129(d)(3)(x) and related FHA Regulations falls less than sixty (60) days after the Transfer Date. “Curtailment Event Timeframes” means any one of the applicable timeframes including, but not limited to, any timeframe the failure of which to meet results in a change in the amount of the related FHA Insurance claim, set forth in 24 C.F.R. 206.125 or 24 C.F.R. 206.127. “Curtailment Losses” means any Loan Losses caused by Curtailment Events. “Custodian” means the party, or its successors or assigns, responsible for the safekeeping and tracking of the Collateral Files related to the Mortgage Loans. “Enforceability Exceptions” has the meaning specified in Section 3.01(b). “Eligible Advances” means Advances that have not been recovered by Seller as of the Closing Date that are eligible to become Participations in accordance with Applicable Requirements as of the Closing Date. “Execution Date” means the date of the execution and release from escrow of this Agreement. “Execution Date Mortgage Loan and Advances Schedule” means the Mortgage Loan and Advances Schedule to be delivered pursuant to Section 2.04(a) setting forth the information listed on Exhibit A with respect to each Mortgage Loan that identifies all Mortgage Loans and Advances (that have not been recovered by Seller as of the date three (3) Business Days prior to the date hereof) and contains the information with respect thereto as of the third (3rd) Business Day prior to the date hereof. The Execution Date Mortgage Loan and Advances Schedule may be delivered in electronic form. “Executive Order” has the meaning specified in Section 3.01(l).


 
3 “Exhibit” means an exhibit attached hereto or delivered or to be delivered pursuant to this Agreement. “FHA” means the Federal Housing Administration, an agency within the HUD, and includes the Federal Housing Commissioner and the Secretary of HUD where appropriate under the FHA Regulations. “FHA Insurance” means an insurance policy issued by the FHA with respect to a loan under the applicable section of the National Housing Act. “FHA Regulations” means regulations promulgated by HUD under the National Housing Act, codified in 24 Code of Federal Regulations, including the HUD Handbook, HUD HECM Guidelines and other HUD issuances relating to mortgage loans insured by the FHA, including, without limitation, related handbooks, circulars, notices and mortgagee letters. “Final Mortgage Loan and Advances Schedule” means the Mortgage Loan and Advances Schedule to be delivered pursuant to Section 2.04(b) setting forth the information listed in Exhibit A with respect to each Mortgage Loan as of the Closing Date. The Final Mortgage Loan and Advances Schedule may be delivered in electronic form. “Ginnie Guaranty Agreement” means with respect to each HMBS, the guaranty agreement executed by the related Ginnie Mae issuer and Ginnie Mae. “Ginnie Mae” means the Government National Mortgage Association or any successor thereto. “Ginnie Mae Guides” means the Ginnie Mae Mortgage-Backed Securities Guides and all amendments or additions thereto. “Ginnie Mae Requirements” means the applicable rules, regulations, directives and instructions of Ginnie Mae, including, without limitation, the Ginnie Mae Guides and any master agreements, commitments, applicable waivers or other documentation related to the Mortgage Loans or the related Servicing Rights delivered by or to Ginnie Mae. “HECM Loan” means an individual fixed or adjustable-rate reverse mortgage loan originated pursuant to the FHA’s Home Equity Conversion Mortgage program and insured by FHA Insurance. “HECM Program” means the HUD Home Equity Conversion Mortgage program. “HMBS” means a Ginnie Mae security backed by Participations under the umbrella of the Ginnie Mae II Custom MBS Program. “HMBS Issuer Responsibilities” means with respect to the HMBS Pools, all the duties, responsibilities and liabilities of the “Issuer of Record” under the Ginnie Mae II Custom MBS Program, including pursuant to the related Ginnie Guaranty Agreement and the Ginnie Mae Guides.


 
4 “HMBS Pool Issuer Rights” means with respect to the HMBS Pools, all the rights of the “Issuer of Record” under the Ginnie Mae II MBS Program, the Ginnie Guaranty Agreement and the Ginnie Mae Guide, including the right to service the HECM Loans underlying the related HMBS Pools and to receive the servicing fee and/or the servicing fee margin, as applicable, with respect thereto. “HMBS Pools” means the HMBS pools set forth on a Mortgage Loan and Advances Schedule. “HUD” means the United States Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA mortgage insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include subdivisions thereof such as FHA and Ginnie Mae. “HUD Handbook” means the HUD Handbook 4000.1 and any subsequent revisions thereto. “HUD HECM Guidelines” means the regulations promulgated by HUD under the National Housing Act, codified in 24 Code of Federal Regulations, and other HUD guidance relating to the Mortgage Loans, in each case, as may be amended from time to time, and including, without limitation, the HUD HECM Mortgagee Letters. “HUD HECM Mortgagee Letters” means the letters published by HUD from time to time that, among other things, provide for the implementation and interpretation of, and describe policy matters relating to, the HECM Program and the HUD Handbook. “Insurer” or “Insurers” means FHA, or any private mortgage insurer and any insurer or guarantor under any standard hazard insurance policy, any flood insurance policy, any title insurance policy, any earthquake insurance policy, or any other insurance policy applicable to a Mortgage Loan or pool and any successor thereto. “Interim Servicing Period” means, with respect to any Mortgage Loan, the period of time from the Closing Date up to the Transfer Date. “Investor” means Ginnie Mae. “Investor Consent” means a written affirmative consent or approval of the applicable Investor to the transfer of related Servicing Rights from Seller to Purchaser. “Investor Guides” means the Ginnie Mae Guides. “IRS” has the meaning specified in Section 2.12. “Litigation” means with respect to a Mortgage Loan, pending litigation, including foreclosure proceedings, evictions and bankruptcies and similar forms of ordinary course loan- level litigation involving the Seller or the related Mortgage Loan.


 
5 “Loan in Litigation” means a Mortgage Loan that is the subject of pending Litigation. “Maximum Claim Amount” means, with respect to each Mortgage Loan, the lesser of the appraised value of the related Mortgaged Property or the maximum loan limit established for a one family residence under Section 305(a)(2) of the Federal Home Loan Mortgage Corporation Act (as adjusted where applicable under Section 214 of the National Housing Act). “MERS” means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. “MERS Mortgage Loan” means any Mortgage Loan registered with MERS on the MERS System. “MERS System” means the system of recording transfers of mortgages electronically maintained by MERS. “MIN” means the Mortgage Identification Number for any MERS Mortgage Loan. “Mortgage File” means, with respect to each Mortgage Loan, the related Collateral File and the related Servicing File and, solely with respect to the New Origination Loans, the related Origination File, collectively. “Mortgage Instrument” means any deed of trust, security deed, mortgage, security agreement or any other instrument that constitutes a first lien on real estate securing payment by a Mortgagor of a Mortgage Note. “Mortgage Loan and Advances Schedule” means any of the Execution Date Mortgage Loan and Advances Schedule, Pre-Closing Mortgage Loan and Advances Schedule or Final Mortgage Loan and Advances Schedule, as applicable. “Mortgaged Property” means the fully constructed one-to-four family residential real property that is encumbered by a Mortgage Instrument, including all buildings and fixtures thereon and all accessions thereto including installations of mechanical, electrical, plumbing, heating and air conditioning systems located in or affixed to such buildings. “Mortgagor” means any obligor under a Mortgage Note or a Mortgage Instrument. “National Housing Act” means the National Housing Act, 12 U.S.C. § 1701 et seq. “New Origination Loan” means a Mortgage Loan with respect to which the Final Mortgage Loan and Advances Schedule lists a “Closing Date” on or after the date that is six (6) months prior to the Closing Date. “Non-Eligible Advance” means any Advance identified by Seller on the Final Mortgage Loan and Advances Schedule as an Advance that has not been recovered by Seller as of the Closing Date and that is ineligible to become a Participation (which may be identified as non- active loans).


 
6 “OFAC Regulations” has the meaning specified in Section 3.01(l). “Old Origination Loans” means the Mortgage Loans related to the Purchased MSR Assets that are not New Origination Loans. “Origination File” means, with respect to each Mortgage Loan, the documents in Exhibit H hereto. “Participations” means the principal balances related to Mortgage Loans which represent participation interests in the Mortgage Loans (including the uncertificated portion of any Mortgage Loan) created from time to time by the Ginnie Guaranty Agreement included in HMBS Pools. “Party” has the meaning specified in the first Paragraph of this Agreement. “Powers of Attorney” means executed powers of attorney, substantially in the form of Exhibit D attached hereto. “Pre-Closing Mortgage Loan and Advances Schedule” means the Mortgage Loan and Advances Schedule to be delivered pursuant to Section 2.04(b) setting forth the information listed on Exhibit A with respect to each Mortgage Loan that identifies all Mortgage Loans and Advances (that have not been recovered by Seller as of the last day of the immediately preceding calendar month prior to the Closing Date) and contains the information with respect thereto as of the last day of the immediately preceding calendar month. The Pre-Closing Mortgage Loan and Advances Schedule may be delivered in electronic form. “Purchased MSR Assets” means (i) the Servicing Rights and (ii) all Advances. “Qualified Insurer” means an Insurer duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, approved as an insurer by the applicable Investor. “Servicing Agreement” means the contracts, and all applicable rules, regulations, procedures, manuals and guidelines incorporated therein, defining the rights and obligations of the Investors and Seller, with respect to the servicing of Mortgage Loans to which the applicable Servicing Rights pertain. “Servicing Fee” means with respect to each Mortgage Loan, for a period of one full month, the servicing fee of such Mortgage Loan as set forth in the Execution Date Mortgage Loan and Advances Schedule, Pre-Closing Mortgage Loan and Advances Schedule or Final Mortgage Loan and Advances Schedule, as applicable. “Servicing File” means, with respect to each Mortgage Loan, all documents set forth on Exhibit F attached hereto. “Servicing Rights” means the rights and responsibilities with respect to servicing the Mortgage Loans, including any and all of the following: (a) all rights and obligations to service


 
7 a Mortgage Loan in accordance with Applicable Requirements; (b) all rights to receive Servicing Fees; (c) the right to collect, hold and disburse escrow payments or other payments with respect to the Mortgage Loan and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by Applicable Requirements; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Servicing Files pertaining to the Mortgage Loan or pertaining to the past, present or prospective servicing of the Mortgage Loan; (f) all agreements or documents creating, defining or evidencing any such Servicing Rights and all rights of Seller thereunder; (g) all rights to reimbursement for any unreimbursed Advances as of the Closing Date, or other expenses and costs, on or after the Closing Date to which Seller, in its capacity as servicer prior to the Closing Date, may be entitled pursuant to Applicable Requirements; (h) to the extent applicable, except as otherwise provided herein, all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; (h) with respect to the Mortgage Loans for which Participations are included in the HMBS Pools, the related HMBS Pool Issuer Rights and HMBS Issuer Responsibilities; and (i) all rights, powers and privileges incident to any of the foregoing. “Servicing Transfer Instructions” means the instructions, to be attached hereto as Exhibit E, detailing the procedures pursuant to which Seller shall effect the transfer of the Servicing Rights and the Advances to Purchaser or its designee. “Transaction” means the transaction described in this Agreement. “Transaction Documents” means this Agreement and the Bill of Sale Assignment and Assumption Agreement. “Transfer Date” means the date with respect to the Servicing Rights on which (i) Seller’s legal right, title and interest in and to the Servicing Rights is transferred to Purchaser, (ii) pursuant to any applicable required consents or approvals of other Persons, including without limitation any necessary Investor Consents, Purchaser commences servicing the related Mortgage Loans, and (iii) the other conditions to the transfer of such Servicing Rights have been satisfied or waived. The Transfer Date will be such date as mutually agreed upon by the Parties and approved by the applicable Investor. ARTICLE II SALE AND TRANSFER OF ASSETS Section 2.01 Sale and Purchase Transaction. (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, in exchange for payment of the portion of the MSR Purchase Price that is due on the Closing Date by the Purchaser to the Seller pursuant to Section 2.5 of the APA, the Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from the Seller, all of such Seller’s beneficial right, title and interest in and to the Purchased MSR Assets, free and clear of Liens (other than Permitted Liens and any Liens created by or under Applicable Requirements).


 
8 (b) On the Closing Date, the Purchaser and the Seller shall each execute and deliver to each other the Bill of Sale Assignment and Assumption Agreement confirming the sale of the Purchased MSR Assets, together with all documents maintained as part of the related Collateral Files, any payments received on the Mortgage Loans after the Closing Date, all other amounts collected in respect of the Mortgage Loans after the Closing Date and all proceeds of the foregoing after the Closing Date. (c) It is expressly understood and agreed that the economics of the ownership of the Servicing Rights shall accrue to the benefit of Purchaser as of the Closing Date, and Purchaser shall be entitled to receive all of the Servicing Fees payable under the Servicing Agreements after the Closing Date, including without limitation any accrued and unpaid Servicing Fees as of the Closing Date, in each case, subject to the New Subservicing Agreement. Section 2.02 Conditions Precedent. (a) The obligations of Purchaser under this Agreement are subject to the satisfaction in all respects, at or prior to the Closing Date, of each of the conditions set forth in Section 6.2 of the APA and the following conditions, any or all of which may be waived in writing by Purchaser: (1) Seller shall deliver, or cause to be delivered, to Purchaser: (i) On the Closing Date, a duly executed copy of the Bill of Sale Assignment and Assumption Agreement; (ii) On the Closing Date, all Investor Consents to the transfer of the Servicing Rights hereunder; (2) The Closing under the APA shall occur simultaneously with the Closing Date hereunder; (3) Seller shall have delivered to Purchaser copies of any lien releases regarding the Purchased MSR Assets set forth on Schedule 2.02(a)(3); and (4) Seller shall deliver a duly signed Officer’s Certificate to Purchaser. (b) The obligations of Seller under this Agreement are subject to the satisfaction in all respects, at or prior to the Closing Date, of each of the conditions set forth in Section 6.3 of the APA and the following conditions, any or all of which may be waived in writing by Seller: (1) On the Closing Date, Purchaser shall deliver, or cause to be delivered, to Seller a duly executed copy of the Bill of Sale Assignment and Assumption Agreement; (2) The Closing under the APA shall occur simultaneously with the Closing Date hereunder; and


 
9 (3) Seller has received the portion of the MSR Purchase Price payable on the Closing Date, subject to the provisions and limitations set forth Section 2.5 of the APA. Section 2.03 Transfer of Servicing Rights. On the Transfer Date, Seller and Purchaser shall evidence and effectuate the transfer of the Servicing Rights on the applicable servicing system of record and Purchaser shall assume responsibility for servicing the Mortgage Loans on its own behalf and on behalf of the applicable Investor, and Seller shall cease all interim servicing activities related to the Mortgage Loans. Section 2.04 Delivery of Data; Servicing Files; Delivery of Mortgage File. (a) Within ten (10) Business Days following the date of execution of this Agreement, Seller shall provide Purchaser or its designee with the Execution Date Mortgage Loan and Advances Schedule. (b) No later than the tenth (10th) Business Days of each calendar month following the Execution Date and until the Closing Date (or such other time period mutually agreed to by the Parties), Seller shall provide Purchaser or its designee with the most recent Pre-Closing Mortgage Loan and Advances Schedule. No later than ten (10) Business Days after the Closing Date (or such other time period mutually agreed to by the Parties), Seller shall provide Purchaser or its designee with the Final Mortgage Loan and Advances Schedule, containing data as of the Closing Date. (c) On the Closing Date, Seller shall deliver to Purchaser the Bill of Sale Assignment and Assumption Agreement to transfer and convey the Servicing Rights pertaining to the Purchased MSR Assets to Purchaser. Prior to the Transfer Date, Purchaser and Seller shall execute and deliver the documents required by the applicable Investor in connection with the transfer of the Servicing Rights hereunder, in form and substance reasonably satisfactory to Purchaser and Seller, and shall execute and deliver such other instruments or documents as Purchaser and Seller shall reasonably determine are necessary or appropriate to evidence the Transaction. (d) On the Closing Date, Seller shall deliver to Purchaser (or cause the Custodian to deliver) a trust receipt evidencing an internal transfer of the Collateral Files pertaining to the Purchased MSR Assets from Seller to Purchaser on the books and records of such Custodian. (e) No later than the Transfer Date, Seller shall deliver, or cause to be delivered, to Purchaser (or provide independent access through an independent third party electronic hosting site (such as Reverse Quest)), which such third party electronic hosting site will provide the related documents in a format that provides for bulk download and is indexed, to the extent Seller possesses such documents in an indexed format, substantially all of the (i) Mortgage Files and (ii) Origination Files related to the Old Origination Loans in Seller’s possession, in each case pertaining to the Purchased MSR Assets. Section 2.05 Transfer of Tax and Flood Contracts.All Mortgage Loans pertaining to the Purchased MSR Assets will have as of the Transfer Date, and by no later than the Transfer Date Seller shall assign and transfer, or cause its designee to assign and transfer, in an electronic


 
10 file format, a fully paid and transferable real estate tax service contract for each Mortgage Loan service issued by an Approved Tax Service Company and transferred on such date to Purchaser or its designee. (b) All Mortgage Loans pertaining to the Purchase MSR Assets will have as of the Transfer Date, and by no later than the Transfer Date Seller shall assign and transfer, or cause its designee to assign and transfer, in an electronic file format, a fully paid and transferable flood certification contract issued by an Approved Flood Zone Determination Company for each Mortgage Loan service transferred on such date to Purchaser or its designee. (c) Seller shall undertake all obligations under this Section at Seller’s cost and expense and Seller shall be responsible for any associated transfer fees. Notwithstanding the foregoing, in the event Seller does not provide such contracts from an Approved Flood Zone Determination Company or an Approved Tax Service Company, Seller agrees that Purchaser may obtain such tax service and or flood contracts at Seller’s cost of obtaining such tax contracts and/or flood contracts. Section 2.06 Transfers of Bankruptcy Claims. With respect to the Purchased MSR Assets, in connection with any Mortgage Loans subject to bankruptcy proceedings, Seller shall file or shall cause to be filed transfers of claims or amendments of claims, as applicable and as required by Applicable Requirements, including Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. Seller shall promptly deliver to Purchaser or cause to be delivered (upon Purchaser’s request) any information and documentation not already in Purchaser’s possession reasonably requested by Purchaser regarding any Mortgage Loans subject to bankruptcy proceedings. Section 2.07 [Reserved]. Section 2.08 Assignments. (a) With respect to the Purchased MSR Assets, with respect to those Mortgage Loans registered with MERS as of the Transfer Date, Seller shall, within ten (10) Business Days of the Transfer Date (or such earlier date as required under Applicable Requirements), notify MERS, in accordance with MERS’ operating procedures, of the transfer of Servicing Rights contemplated to occur on such Transfer Date, and Seller shall be responsible for the fees of MERS related to reflecting Purchaser (or any Purchaser designee) as the servicer of record. (b) With respect to the Purchased MSR Assets, Seller shall, at its expense, prepare and execute, and with respect to all Active Mortgage Loans that are Non-MERS Mortgage Loans, record, or cause to be prepared and executed, and with respect to all Active Mortgage Loans that are Non-MERS Mortgage Loans, recorded, on or prior to the Transfer Date, all Assignment of Mortgage Instruments relating to any Mortgage Loans that are not registered with MERS as of the Transfer Date, in compliance with the applicable Servicing Agreements or, if Purchaser does not intend for the related Mortgage Loan to be registered with MERS, to Purchaser; prepare, and with respect to all Active Mortgage Loans that are Non-MERS Mortgage Loans, or cause to be prepared, and with respect to all Active Mortgage Loans that are Non-MERS Mortgage Loans, recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage


 
11 Instruments; execute and prepare, and with respect to all Active Mortgage Loans that are Non- MERS Mortgage Loans, record, or cause to be executed and prepared, and with respect to all Active Mortgage Loans that are Non-MERS Mortgage Loans, recorded, as required by the applicable Investor, all Assignments of Mortgage Instruments from Seller to MERS (or, with respect to each Mortgage Loan that Purchaser does not intend to be registered with MERS, execute and prepare or cause to be executed and prepared all Assignments of Mortgage Instruments from Seller to Purchaser and prepare in recordable form but do not record or cause to be prepared in recordable form but not recorded all Assignments of Mortgages from Purchaser to the applicable Investor, in each case as required by the applicable Investor); and endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. Seller shall take all actions as may be necessary and as applicable to transfer the applicable Servicing Rights with respect to the Mortgage Loans to Purchaser, including: (i) assigning nominal title to the related Mortgage Instruments to Purchaser, or as permitted by the applicable Investor, to Purchaser’s designee; (ii) executing, preparing and recording, or causing to be executed, prepared and recorded all prior intervening Assignment of Mortgage Instruments, as required by the applicable Investor, and preparing in recordable form but not recording, or causing to be prepared in recordable form but not recording, all Assignment of Mortgage Instruments from Purchaser to the applicable Investor; (iii) endorsing or causing to be endorsed the related Mortgage Notes as required by the applicable Investor, without recourse; and (iv) taking any other actions required by an Investor or an Agency. Seller shall bear all costs and all responsibility associated with the preparation of such Assignment of Mortgage Instruments and other required actions, and shall record such Assignment of Mortgage Instruments if, and to the extent, such recordation is required by Applicable Requirements, and shall bear all costs and all responsibility associated with the recordation thereof. Section 2.09 Misapplied and Returned Payments. The Parties shall reasonably cooperate in correcting any misapplication errors relating to the Purchased MSR Assets, and if either Party discovers or receives notice of a misapplied payment, such Party shall notify the other Party within five (5) Business Days after such discovery or notice. Section 2.10 Approvals. Seller and Purchaser shall obtain Investor Consents pertaining to the Purchased MSR Assets prior to the Closing Date. Section 2.11 Notice to Taxing Authorities and Insurers. If required by Applicable Requirements in connection with the transactions contemplated herein, no less than fifteen (15) days prior to the Transfer Date, Seller shall deliver written notices of the transfer of Servicing Rights contemplated herein to each applicable taxing authorities and Insurers at Seller’s expense. Such notices shall instruct such entities to deliver, from and after the Transfer Date, all applicable payments, notices, bills, statements, records, files and other documents to Purchaser or its designee. All such notices sent to hazard, flood, earthquake and other Insurers shall comply with the requirements of the applicable master policies and shall instruct such insurers to change the mortgagee clause in the format required under Applicable


 
12 Requirements. Seller shall update FHA records to show Purchaser as the “holder” of Mortgage Loans pertaining to the Purchased MSR Assets at Seller’s expense. Seller shall be responsible for the cost of preparing and delivering the notices and taking other actions described in this Section and shall provide Purchaser with a copy of the form of each notice used by Seller to comply with this Section. Section 2.12 IRS. Seller shall, at its sole expense, prepare and file with the Internal Revenue Service of the United States (“IRS”) all reports, forms, notices or filings required by the IRS in relation to the servicing and ownership of the Mortgage Loans pertaining to the Purchased MSR Assets with respect to events occurring prior to the Transfer Date, and provide a copy of such filings, in a timely manner, to the applicable Mortgagors and, if required by the IRS, or at Seller’s option if permitted by the IRS, shall make such filings on or before the Transfer Date. Seller shall provide copies of such forms to Purchaser upon request. In addition, to the extent Seller shall have (or be required under Applicable Requirements to have) such in its possession, Seller shall also provide an IRS Form W-9 executed by the Mortgagor (or equivalent documentation acceptable to Purchaser) on all Mortgage Loans pertaining to the Purchased MSR Assets upon request. Section 2.13 Other Notices. Without limiting the application of any other provisions of the Agreement, Seller shall provide notices to any other Persons as necessary to effectuate and evidence the transfer of the applicable Servicing Rights to Purchaser, in accordance with Applicable Requirements, taking into account that Seller will act as subservicer under the New Subservicing Agreement. Section 2.14 Consumer Financial Protection Bureau. If applicable, each of Seller and Purchaser shall comply with servicing transfer guidance issued by the Consumer Financial Protection Bureau with respect to the transfer of Servicing Rights hereunder. Section 2.15 Interim Servicing. Seller shall interim service the Mortgage Loans for the benefit of Purchaser and the applicable Investor during the Interim Servicing Period in accordance with the terms of the New Subservicing Agreement and all Applicable Requirements. In the performance of its duties and services hereunder, Seller shall be an independent contractor acting on its own behalf and for its own account and without authority, expressed or implied, to act for or on behalf of Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth herein or in the New Subservicing Agreement, or as may be authorized by Purchaser in writing from time to time. Section 2.16 Power of Attorney. On or prior to the Transfer Date, and promptly thereafter upon Purchaser’s request, Seller shall provide Purchaser with twenty five (25) executed Powers of Attorney to be used by Purchaser as reasonably necessary to service the Mortgage Loans in accordance with Applicable


 
13 Requirements; provided Purchaser does not, by acceptance of such powers of attorney, assume responsibility for any of Seller’s obligations under this Agreement, or pursuant to Applicable Requirements. After the Transfer Date, Seller shall provide additional Powers of Attorney within five (5) Business Days (or such other time period mutually agreed to by the Seller and the Purchaser) of Purchaser’s request. Section 2.17 Recertification. Seller shall obtain each Collateral File and shall take such steps as are necessary to enable Purchaser or its designee, after the Transfer Date, to obtain by the deadline required by Applicable Requirements any required certification or recertification of pools and/or Mortgage Loans, as applicable, in connection with the transfer of Servicing Rights to Purchaser hereunder and/or the transfer of the Collateral Files to Purchaser’s Custodian, including delivery of Collateral Files in accordance with the provisions of this Agreement and the Servicing Transfer Instructions. With respect to the Purchased MSR Assets, if Purchaser or its designee or Purchaser’s Custodian returns a document to Seller for correction or missing information, Seller, at its own cost and expense, shall promptly correct the document or insert the appropriate information, record such document if required, and return the document to Purchaser, its designee or Purchaser’s Custodian, as applicable. Section 2.18 Access to Information. Prior to the Transfer Date, the Seller and the Purchaser agree to comply with the provisions set forth in Section 4.3 of the APA in connection with the provision of access to Seller’s personnel, books and records for purposes of facilitating the Transaction. Section 2.19 Costs and Expenses. Except as expressly otherwise set forth herein or in the Servicing Transfer Instructions, the Purchaser and the Seller shall each bear its own costs and expenses in connection with the purchase and sale of the Purchased MSR Assets hereunder, including any commissions due its sales personnel, the legal fees and expenses of its attorneys and any due diligence expenses, including Purchaser and Seller’s fees, costs, expenses and other amounts payable to or with respect to its advisors, consultants, accountants, attorneys, due diligence providers. [*] . Section 2.20 Transfer in Accordance with Applicable Requirements. In connection with the transfer of the Servicing Rights from Seller to Purchaser pursuant to this Agreement, each of Seller and Purchaser shall comply with all Applicable Requirements, including the requirements and guidelines of the applicable Investor, the Consumer Financial Protection Bureau and any other federal, state or local regulatory agency, body or authority with authority over Seller, Purchaser or the Transaction. Section 2.21 Servicing Transfer Instructions. In connection with the transfer of the Servicing Rights from Seller to Purchaser pursuant to this Agreement, Seller shall comply with the Servicing Transfer Instructions and take all steps necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage


 
14 Loans to Purchaser. The Servicing Transfer Instructions may be modified following the Closing Date by mutual agreement between Purchaser and Seller, subject to agreement among the Parties, to negotiate in good faith any changes that may be required due to Purchaser’s operational requirements and data requirements. In any instance in which the Servicing Transfer Instructions conflict with or are inconsistent with the terms of this Agreement or the APA, the APA shall control, followed by this Agreement, and finally the Servicing Transfer Instructions. Section 2.22 Supplementary Information. From time to time after the Execution Date and Closing Date, each Party shall furnish to the other Party such information supplementary to the information contained in the documents and schedules delivered pursuant hereto which is reasonably available and may reasonably be requested or which may be necessary for compliance with Applicable Requirements, in each case, with respect to the Mortgage Loans for which the Purchased MSR Assets are conveyed hereunder. ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows as of the date hereof and the Closing Date with respect to the Purchased MSR Assets: (a) General Compliance. Each Mortgage Loan has been originated and serviced in compliance with all Applicable Requirements in all material respects, except, in each case, where such failure to conform or ineligibility would not be the contractual or legal responsibility of Purchaser as the transferee under the Servicing Rights. (b) Advances. As of the Closing Date, no outstanding Advances have been sold, transferred, assigned or pledged to any Person other than Purchaser pursuant to this Agreement and the APA and are as set forth on the Mortgage Loan and Advances Schedule. Such outstanding Advances are valid and subsisting amounts owing to Seller or its Affiliates pursuant to and under the Applicable Requirements, are currently or are to be carried on the books of Seller at values determined in accordance with GAAP, are not subject to any set-offs or claims of the account debtor arising from acts or omissions of Seller that could reasonably be asserted against Purchaser, and are eligible for reimbursement from the applicable Investor, Insurer, Mortgagor or Mortgage Loan proceeds in accordance with Applicable Requirements. No Advance as of the Closing Date has been recovered by Seller. Seller has not received any written notice from a Governmental Entity or other appropriate party disputing or denying a claim by Seller for reimbursement in connection with an outstanding Advance. Seller has correctly identified each such outstanding Advance as either an Eligible Advance or a Non-Eligible Advance, as applicable, on the applicable Mortgage Loan and Advances Schedule. Each outstanding Advance has supporting backup documentation meeting the applicable Investor’s requirements in original or imaged form. (c) Compliance with Bankruptcy Laws. With respect to each Mortgage Loan that is subject to bankruptcy proceedings, Seller has complied with applicable bankruptcy Laws,


 
15 including the filing and proper prosecution and protection of all proofs of claim, filing notices of all payment changes, filing notices of fees, costs and other charges incurred with each Mortgage Loan, such as performing an escrow analysis of the applicable account from the filing of the bankruptcy petition and thereafter, as required by applicable non-bankruptcy Laws, and applying all payments as prescribed by applicable court orders. (d) Litigation. No Mortgage Loan is a Loan in Litigation, other than as disclosed on Schedule 3.01(d) attached hereto (the “Disclosed Litigation Loans”) [*]. (e) [*]. [*]. (f) Anti-money Laundering/OFAC. Seller has complied with all applicable anti-money laundering laws and regulations (the “Anti-Money Laundering Laws”), and has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. (g) [Reserved]. (h) Agency Repurchase Obligations. The Seller has provided (or will provide prior to the applicable Closing Date) the Purchaser with any information regarding any Investor repurchase requests to the Seller (including obligations to purchase Mortgage Loans out of HMBS Pools at such time as the principal balance of any such Mortgage Loan exceeds 98% of the Maximum Claim Amount in accordance with the Investor Guides). No Mortgage Loan is the subject of any demand that remains outstanding that has been made by the Agency or an Insurer to provide an indemnity or make-whole payment, and no Mortgage Loan has been the subject of any indemnity agreement entered into with the applicable Agency or Insurer. (i) Validity of Mortgage Documents. Each Mortgage Note and the related Mortgage Instrument is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to the Enforceability Exceptions. All parties to the Mortgage Note and the Mortgage Instrument had legal capacity to execute the Mortgage Note and the Mortgage Instrument and each Mortgage Note and Mortgage Instrument has been duly and properly executed by such parties. (j) Priority of Lien. Each Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid subsisting, enforceable and perfected first lien Mortgage Instrument (including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing), in each case on such forms and with such terms as comply with the Applicable Requirements. The lien of the Mortgage is subject only to: (i) the lien of current real property taxes and assessments not yet due and payable; and (ii) other matters to which like properties are


 
16 commonly subject that do not materially interfere with the benefits of the security intended to be provided by the Mortgage Instrument or the use, enjoyment, value or marketability of the related Mortgaged Property, in each case with respect to (i) and (ii), consistent with the requirements of the applicable Agency. (k) [*]. [*]. (l) FHA Insurance. (1) Each Mortgage Loan was underwritten in accordance with all FHA Regulations applicable to reverse mortgages and is fully insurable by HUD/FHA. Such insurance is in full force and effect. (2) No such Mortgage Loan is subject to any defect that would reasonably be expected to diminish or impair the FHA Insurance and no circumstances exist with respect to such Mortgage Loans that would permit coverage to be denied, in whole or in part, under the related FHA Insurance. The entire amount of the applicable insurance premium has been paid to HUD/FHA, and no portion is shared by Seller or, if the monthly premium option has been chosen for such Mortgage Loan, all such premiums due on or before the Closing Date have been duly and timely paid. (3) [*] (m) Satisfaction of All Necessary Payments. All taxes, governmental assessments, insurance premiums, ground rents, water, sewer and municipal charges that previously became due and owing have been paid by the (i) Mortgagor in accordance with FHA Regulations or (ii) Seller in accordance with Applicable Requirements. (n) Enforceability of Mortgagee’s Rights. None of the Mortgage Loan, the Mortgage Note and the Mortgage is subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated or insolvency proceeding at the time the Mortgage Loan was originated, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor that would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose on the Mortgage. (o) Mortgaged Property. [*]. (p) [*]. [*].


 
17 (q) [*]. [*]. (r) Mortgage Files. The Collateral Files for all Mortgage Loans with the applicable Agency include all documents necessary for the Purchaser or the Custodian to provide the final certification or recertification for the related pools to the extent required under Applicable Requirements. The Mortgage File, including solely with respect to the New Origination Loans the Origination File with respect thereto, contains a true, correct and complete copy of each of the documents and instruments specified to be included therein and required to be maintained under the Applicable Requirements, and each such document or instrument is duly executed and in a form acceptable to the Investor and to HUD, and the information contained therein is true, accurate and complete in all material respects. (s) Servicing Fee. Each HECM Loan has a stated Servicing Fee within the limits prescribed by the HUD HECM Guidelines. No portion of the Servicing Fee has been sold, transferred, assigned or pledged to any third party other than Purchaser. (t) [*]. [*]. (u) No “Predatory” Mortgage Loan. No Mortgage Loan contains any term or condition, or involves any loan origination practice, that has been defined as “predatory” under any Applicable Law, or that has been expressly categorized as an “unfair” or “deceptive” term, condition or practice in any such Applicable Law. (v) Mortgage Loan Data. The information set forth in the Mortgage Loan and Advances Schedules is true, correct and complete in all material respects as of the dates set forth therein. (w) No Fraud. No misrepresentation, error or fraudulent action or omission has occurred on the part of Seller or, to the Knowledge of Seller, any other Person (including without limitation any Mortgagor, appraiser, builder or developer, credit reporting agency, settlement agent, realtor, broker or correspondent) in connection with the origination and/or servicing of any Mortgage Loan, any Servicing Agreement or the application of any insurance proceeds with respect to a Mortgage Loan or the Mortgaged Property. (x) [*]. [*]. (y) [*]. [*]. (z) [*]. [*]. (aa) [*]. [*]. (bb) [*]. [*]. (cc) [*]. [*]. Purchaser acknowledges that Seller is providing the representations and warranties in Section 3.01 solely for purposes of establishing the basis on which claims for indemnification may


 
18 be brought under the Agreement for Losses resulting from or arising out of any breach of any such representations and warranties by Seller, irrespective of whether Seller knows or should know of such breach and without disclosure of any such knowledge. Purchaser and Seller further acknowledge that some or all of the representations and warranties in Section 3.01 may be untrue, including in material respects, and that Purchaser and/or Seller (as a result of Seller’s due diligence or otherwise) may have actual knowledge of facts rendering some of such representations and warranties untrue, including in material respects. Purchaser acknowledges that its sole remedy for any breach of any representation or warranty in Section 3.01 is a claim for indemnity under Article VII of the APA. ARTICLE IV REMEDIES Section 4.01 Remedies. Seller shall indemnify Purchaser for any Losses arising under this Agreement, including any breach of the representations and warranties set forth in Article III hereof, pursuant to Article VII of the APA. It is understood and agreed that the representations and warranties set forth in Article III hereof and Seller’s obligations under this Section 4.01 shall survive the sale of the Purchased MSR Assets to the extent set forth in Section 7.01 of the APA to the Purchaser and shall inure to the benefit of the Purchaser. The Seller and the Purchaser hereby agree that the Purchaser’s sole remedies with respect to breach of this Agreement shall be as set forth in the APA. ARTICLE V TERMINATION Section 5.01 Termination Rights. The provisions of Article VIII of the APA shall govern the termination of this Agreement. ARTICLE VI MISCELLANEOUS Section 6.01 APA Provisions. Section 4.3 and Article IX of the APA are incorporated herein by reference, mutatis mutandis of the APA are incorporated herein by reference, mutatis mutandis. Notwithstanding anything to the contrary set forth here in or in the APA, in the event of any conflict between the terms of this Agreement and the APA, this Agreement shall control. [Signatures Follow]


 
[Signature Page to Reverse Mortgage Servicing Rights Purchase and Sale Agreement] IN WITNESS WHEREOF, each of the undersigned parties has caused this Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written. SELLER: PHH MORTGAGE CORPORATION By: /s/ Aaron Wade Name: Aaron Wade Title: EVP and Chief Investment Officer PURCHASER: FINANCE OF AMERICA REVERSE LLC By: /s/ Graham Fleming Name: Graham Fleming Title: Chief Administrative Officer


 
EXHIBIT A MORTGAGE LOAN AND ADVANCES SCHEDULE FIELDS [*] EXHIBIT B [RESERVED]


 
EXHIBIT C OFFICER’S CERTIFICATE (To be supplied on the Closing Date) I, _____________________________, the _________________ of PHH Mortgage Corporation (the “Seller”), pursuant to Section 2.02(a) of the Reverse Mortgage Servicing Rights Purchase and Sale Agreement between the Seller and Finance of America Reverse LLC, dated as of November 17, 2025 (the “MSR PSA”), hereby certify on behalf of the Seller that, in each case as of the date hereof: (i) The Seller Fundamental Representations will be true and correct in all respects as if made as of the Closing. The representations and warranties made by Seller contained in Section 3.1 of the APA (other than Seller Fundamental Representations) and the representations and warranties made by Seller in Section 3.01 of the MSR PSA are true and correct in all material respects as of the Closing Date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (ii) All of the terms, conditions, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Seller under the MSR PSA at or prior to the date hereof have been duly complied with and performed in all material respects. (iii) I am authorized to execute this Certificate on behalf of the Seller. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [____________]. By: ___________________ Name: Its:


 
EXHIBIT D FORM OF LIMITED POWER OF ATTORNEY Document prepared by and After Recording Return Document to: Finance of America Reverse LLC [____________] [____________] [____________] Attn: POA Team LIMITED POWER OF ATTORNEY THIS POWER OF ATTORNEY AUTHORIZES THE PERSON NAMED BELOW AS MY AGENT TO SELL, LEASE, GRANT, ENCUMBER, RELEASE, OR OTHERWISE CONVEY AN INTEREST IN MY REAL PROPERTY AND TO EXECUTE DEEDS AND OTHER INSTRUMENTS FOR ME. I GIVE MY AGENT THIS POWER FOR (Please INITIAL ONE, do not check) (___) ALL MY REAL PROPERTY. (___) ONLY THE SPECIFIC PROPERTY DESCRIBED AS FOLLOWS: KNOW ALL MEN BY THESE PRESENTS, that PHH Mortgage Corporation, having a place of business at [________] (the “Company”), does hereby constitute and appoint Finance of America Reverse LLC, (“Grantee”) having an office at [________________], by and through their officers, its true and lawful Attorney-in-Fact, (each an “Attorney-in-Fact” and collectively, the “Attorneys-in-Fact”) in the name, place and stead and for its benefit, in connection with all mortgage loans subject to the servicing rights sold and transferred to Grantee pursuant to that certain Reverse Mortgage Servicing Rights Purchase and Sale Agreement entered into as of November 17, 2025, by and among Grantee and Company (the “Agreement”) for the purpose of performing all acts and executing all documents in the name of the Company necessary and incidental to the servicing of said loans, including but not limited to: Foreclosing delinquent loans or discontinuing such foreclosure proceedings, including, but not limited to, the execution of notices of default, notices of sale, assignments of bids, and assignments of deficiency judgments, and appearing in the prosecuting bankruptcy proceedings; Selling, transferring or otherwise disposing of real property acquired through foreclosure or otherwise, including, but not limited to, executing all contracts, agreements, deeds, assignments or other instruments necessary to effect such sale, transfer or disposition, and receiving proceeds and endorsing checks made payable to the order of the Company from such proceedings; Preparing, executing, and delivering satisfactions, cancellations, discharges, lost note instruments, or full or partial releases of lien, subordination agreements, modification agreements, assumption agreements, substitutions of trustees under deeds of trust, and UCC-3 Continuation Statements;


 
Endorsing promissory notes and executing assignments of mortgages, deeds of trust, deeds to secure debt, and other security instruments securing said promissory notes in connection with loans for which Grantee has received full payment of all outstanding amounts due on behalf of the Company; and Endorsing insurance proceeds checks and mortgage payment checks to the order of the Company. . Grantee hereby agrees to indemnify and hold Company harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the unauthorized use of this Limited Power of Attorney by Buyer or any other Attorneys-In-Fact. The foregoing indemnity shall survive the termination of this Limited Power of Attorney. The Company further grants to Grantee full power and authority to do and perform all acts necessary for Grantee to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the Company might or could do with the same validity as if all and every such act had been herein particularly stated, expressed and especially provided for, and hereby ratifies and confirms all that Grantee shall lawfully do by virtue of the powers and authority granted and contemplated hereby. This Limited Power of Attorney shall be in full force and effect as of [_________] (Date) until revoked or terminated by the Company. Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney, and may be satisfied that this Limited Power of Attorney has not been revoked by the Company. Company Name: By: Signature Name: Print Title: Date: Witness Signature [First Name Last Name] Witness Name Witness Signature [First Name Last Name] Witness Name


 
STATE OF [STATE] COUNTY OF [COUNTY] On this [DD] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State and County, personally appeared [Company Officer], personally known to me to be the person who executed the within instrument as [Officer’s Title], on behalf of [Company Name], and he or she acknowledged that said instrument is the free act and deed of said [Company Name], and he or she signed it voluntarily for its stated purpose and that he or she, being authorized to do so, executed and delivered said for the purposes therein contained. WITNESS by hand and official seal. ___________________________ Notary Public [Seal] ___________________________ My Commission Expires


 
EXHIBIT E SERVICING TRANSFER INSTRUCTIONS The attachment set forth in the electronic file entitled “Service Transfer Instructions.pdf” to be provided by email simultaneously with the distribution of an executed copy of this Agreement.


 
EXHIBIT F SERVICING FILE [*] EXHIBIT G COLLATERAL FILE [*] EXHIBIT H ORIGINATION FILE [*] SCHEDULE 2.02(a)(3) LIEN RELEASES [*] SCHEDULE 3.01(d) DISCLOSED LITIGATION LOANS [*] SCHEDULE 3.01(o) MORTGAGED PROPERTY [*]


 
SCHEDULE 3.01(x) [*] [*] SCHEDULE 3.01(y) [*] [*] SCHEDULE 3.01(z) [*] [*]


 
EX-21.1 6 exhibit211-q42025subsidiar.htm EX-21.1 Document
Exhibit 21.1
LIST OF SUBSIDIARIES

The following entities are subsidiaries of Finance of America Companies Inc. as of December 31, 2025:

Name Jurisdiction of Organization or Incorporation
Finance of America Equity Capital LLC Delaware
Finance of America Funding LLC Delaware
Finance of America Holdings LLC Delaware
Finance of America Mortgage LLC Delaware
Finance of America Reverse LLC Delaware
Incenter LLC Delaware


EX-23.1 7 exhibit231-q42025bdoconsent.htm EX-23.1 Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-256453, 333-274081, 333-285840, and 333-293476) and Form S-8 (Nos. 333-257180, 333-261461, 333-265690, 333-274089, and 333-278004) of Finance of America Companies Inc. (the Company) of our reports dated March 13, 2026, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, which appear in this Annual Report on Form 10-K.

/s/ BDO USA, P.C.
Philadelphia, Pennsylvania
March 13, 2026


BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.
EX-31.1 8 exhibit311-4q25grahamaflem.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Graham A. Fleming, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Finance of America Companies Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 13, 2026
   /s/ Graham A. Fleming
   Graham A. Fleming
   Chief Executive Officer
   (Principal Executive Officer)


EX-31.2 9 exhibit312-4q25matthewaeng.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Matthew A. Engel, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Finance of America Companies Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 13, 2026
  /s/ Matthew A. Engel
  Matthew A. Engel
  Chief Financial Officer
  (Principal Financial Officer)

EX-32.1 10 exhibit321-4q25grahamaflem.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report on Form 10-K of Finance of America Companies Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Graham A. Fleming, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
 
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 13, 2026
   /s/ Graham A. Fleming
   Graham A. Fleming
   Chief Executive Officer
   (Principal Executive Officer)


EX-32.2 11 exhibit322-4q25matthewaeng.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report on Form 10-K of Finance of America Companies Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew A. Engel, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
 
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 13, 2026
      /s/ Matthew A. Engel
      Matthew A. Engel
      Chief Financial Officer
      (Principal Financial Officer)