Finance of America (NYSE: FOA) holders approve new charter and Class B voting changes

Rhea-AI Filing Summary

Finance of America Companies Inc. obtained stockholder approval by written consent to adopt a Second Amended and Restated Charter that changes its capital and governance structure. Holders representing about 53.9% of total voting power and 97.2% of Class B voting power, as of June 26, 2026, approved the amendments.

The new charter will reclassify Class B Common Stock so each holder of LLC Units will own a matching number of Class B shares, and each Class B share will carry one vote on matters where Class B can vote. It also updates the charter for recent Delaware law changes, including allowing exculpation of executive officers, and makes technical updates tied to prior equity repurchases from Blackstone affiliates.

The company used written consent instead of a meeting to save costs and time. The charter will become effective when filed with the Delaware Secretary of State, no earlier than 20 days after mailing the definitive Schedule 14C information statement. Until filing, the board may choose which approved changes to include or abandon if it believes any amendment is no longer in the company’s best interests.

Insights

Corporate governance analyst

FOA simplifies Class B voting and adds officer protections via charter overhaul.

Finance of America secured written consent from holders of about 53.9% total voting power to adopt a Second Amended and Restated Charter. The key change is aligning Class B Common Stock so each share has one vote and matches the number of LLC Units held in the Up-C structure.

The amendments also incorporate recent Delaware law updates, including allowing exculpation of executive officers, which can reduce certain personal liability for monetary damages. Additional technical changes reflect prior repurchases of equity from Blackstone affiliates, mainly cleaning up legacy ownership references.

The board chose written consent over a meeting to lower solicitation costs and accelerate timing. Effectiveness will follow filing with Delaware, at least 20 days after mailing the definitive Schedule 14C. The board retains discretion to file one combined charter or abandon specific approved amendments if circumstances change, so the final form will be confirmed in the definitive materials and actual filing.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares held by consenting holders: 1,790,045 shares LLC Units held by consenting holders: 7,864,920 LLC Units Total voting power represented: 53.9% voting power +2 more

5 metrics

Class A shares held by consenting holders 1,790,045 shares Class A Common Stock as of June 26, 2026

LLC Units held by consenting holders 7,864,920 LLC Units Finance of America Equity Capital LLC units as of Record Date

Total voting power represented 53.9% voting power Outstanding capital stock as of Record Date

Class B voting power represented 97.2% voting power Outstanding Class B Common Stock as of Record Date

Waiting period before effectiveness 20 days Earliest filing after mailing definitive Schedule 14C

Key Terms

Second Amended and Restated Charter, Class B Common Stock, Up-C structure, exculpation of the Company’s executive officers, +2 more

6 terms

Second Amended and Restated Charter regulatory

"approve the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation ... the “Second Amended and Restated Charter”"

Class B Common Stock financial

"reclassify the outstanding shares of Class B Common Stock such that each holder of outstanding LLC Units will hold"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Up-C structure financial

"Finance of America Equity Capital LLC, a company that the Company controls in an “Up-C” structure (the “LLC Units”)"

An up‑C structure is a two‑layer company setup often used in public listings where the operating business is owned by a partnership and public investors buy shares of a separate corporation that holds partnership interests. Think of it like buying stock in a holding company while the original owners keep a special stake in the business that preserves tax benefits. It matters because it can create tax advantages for sellers but adds tax complexity for investors, different cash‑flow claims and potential future dilution.

exculpation of the Company’s executive officers regulatory

"including the ability to provide for the exculpation of the Company’s executive officers"

written consent regulatory

"executed and delivered a written consent to approve the amendment and restatement"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Schedule 14C regulatory

"Information Statement on Schedule 14C to be filed with the Securities and Exchange Commission"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/30/2026 - 05:13 PM Accepted by SEC EDGAR 06/30/2026 - 05:12 PM Learn about SEC filing dates

FAQ

What corporate changes did Finance of America (FOA) stockholders approve?

Stockholders approved a Second Amended and Restated Charter that reclassifies Class B Common Stock, gives each Class B share one vote, incorporates recent Delaware law changes, and makes technical updates tied to prior equity repurchases from Blackstone affiliates.

How much voting power backed Finance of America’s new charter?

Consenting holders controlled about 53.9% of the voting power of all outstanding capital stock and approximately 97.2% of the voting power of outstanding Class B Common Stock as of June 26, 2026, satisfying approval requirements for the charter amendments.

How will Finance of America’s Class B Common Stock change under the new charter?

Each holder of LLC Units will hold a number of Class B Common Stock shares equal to their LLC Units, and each Class B share will carry one vote on matters where Class B holders are entitled to vote, simplifying the prior voting formula tied to LLC Units.

When will Finance of America’s Second Amended and Restated Charter become effective?

The charter becomes effective upon filing with the Delaware Secretary of State, which may occur as early as the twentieth day after the definitive Schedule 14C information statement is mailed to stockholders who did not execute the written consent approving the amendments.

Why did Finance of America use written consent instead of a stockholder meeting?

The company chose written consent to significantly reduce the costs and management time involved in soliciting and obtaining proxies and to implement the Second Amended and Restated Charter updates more quickly than holding a formal meeting of stockholders.

Can Finance of America’s board still change or abandon parts of the new charter?

Yes. Until the charter is filed with Delaware, the board can decide whether to file a single form including all approved changes and may abandon any approved amendment if it determines that amendment is no longer in the best interests of the company and its stockholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2026

FINANCE OF AMERICA COMPANIES INC.

(Exact name of registrant as specified in its charter)

Delaware			001-40308			85-3474065
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5830 Granite Parkway, Suite 400

Plano, Texas 75024

(Address of principal executive offices, including Zip Code)

(877) 202-2666

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Upon the recommendation of the board of directors of Finance of America Companies Inc. (the “Company”), on June 26, 2026, certain stockholders of record as of such date (the “Record Date”), holding (i) a majority in voting power of the outstanding shares of capital stock of the Company, acting as a single class, and (ii) a majority in voting power of the outstanding shares of the Company’s Class B Common Stock (“Class B Common Stock”), acting as a separate class, executed and delivered a written consent to approve the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter” and as amended and restated, the “Second Amended and Restated Charter”).

Under the Current Charter, on all matters on which the holders of Class B Common Stock are entitled to vote, each holder of Class B Common Stock is entitled to cast a number of votes equal to the number of outstanding Class A Units of Finance of America Equity Capital LLC, a company that the Company controls in an “Up-C” structure (the “LLC Units”), held by such holder, regardless of the number of shares of Class B Common Stock held by such holder. The Second Amended and Restated Charter will, among other things, (i) reclassify the outstanding shares of Class B Common Stock such that each holder of outstanding LLC Units will hold, following the reclassification, a number of shares of Class B Common Stock equal to the number of LLC Units held by such holder, (ii) provide that each share of Class B Common Stock shall have one vote on matters on which the holders of Class B Common Stock are entitled to vote, (iii) make changes to reflect recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”), including the ability to provide for the exculpation of the Company’s executive officers, and (iv) make other technical changes, including to reflect the repurchase of equity previously held by affiliates of Blackstone Inc.

In accordance with Section 228 of the DGCL, the Current Charter and the Company’s Amended and Restated Bylaws, the written consent, in lieu of a meeting, was approved by the consenting stockholders, who as of the Record Date collectively held 1,790,045 shares of the Company’s Class A Common Stock (“Class A Common Stock”) and 7,864,920 LLC Units, representing approximately 53.9% of the voting power of the Company’s outstanding shares of capital stock (Class A Common Stock, Class B Common Stock and Series A Convertible Perpetual Preferred Stock (on an as converted basis, subject to a 4.9% voting cap)) as of the Record Date and approximately 97.2% of the voting power of the outstanding Class B Common Stock as of the Record Date. The Company elected to seek written consent in lieu of holding a meeting of stockholders to significantly reduce the costs and management time involved in soliciting and obtaining proxies to approve the Second Amended and Restated Charter, and in order to effectuate the related updates in a timely manner.

Additional details about the Second Amended and Restated Charter and associated matters will be included in the Company’s definitive Information Statement on Schedule 14C to be filed with the Securities and Exchange Commission (“SEC”); the Company filed a preliminary Information Statement with the SEC on June 30, 2026. The summary of the Second Amended and Restated Charter set forth above is qualified in its entirety by reference to the form of Second Amended and Restated Charter, which will be filed as an annex to the definitive Information Statement. The Second Amended and Restated Charter will become effective upon filing with the Secretary of State of the State of Delaware, which may be as early as the 20th day after the definitive Information Statement is mailed to the Company’s stockholders who did not execute the written consent approving the Second Amended and Restated Charter. Until the Second Amended and Restated Charter is filed with the Secretary of State of the State of Delaware, the board of directors of the Company retains discretion (i) as to whether to file one form of Second Amended and Restated Charter containing all approved changes to the Current Charter and (ii) to elect to abandon any of the approved amendments prior to filing the Second Amended and Restated Charter if it determines, in its sole discretion, that any such amendment is no longer in the best interests of the Company and its stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Finance of America Companies Inc.
Date:			June 30, 2026			By:			/s/ Matthew A. Engel
									Name: Matthew A. Engel
									Title: Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.1 KB