Finance of America (NYSE: FOA) secures $50M in Series A preferred

Rhea-AI Filing Summary

Finance of America Companies Inc. completed a $50 million capital raise by issuing and selling 50,000 shares of its Series A Convertible Perpetual Preferred Stock to investment funds managed by Blue Owl Alternative Credit Advisors LLC under a previously announced investment agreement.

On the closing date, the company also entered into a Registration Rights Agreement with Blue Owl related to this investment. In connection with the issuance, a controlled subsidiary in the company’s UP‑C structure amended and restated its limited liability company agreement to create Series A Convertible Perpetual Preferred Units that mirror the terms of the new preferred stock. The certificate of designations for the Series A preferred shares was filed on December 12, 2025 with an effective time of 8:00 a.m. ET on December 15, 2025.

Insights

Corporate finance analyst

Finance of America raised $50M via a new Series A convertible preferred.

Finance of America Companies Inc. issued 50,000 shares of Series A Convertible Perpetual Preferred Stock to funds managed by Blue Owl Alternative Credit Advisors LLC for an aggregate purchase price of $50 million. This adds a new class of convertible perpetual preferred equity to the company’s capital structure under an investment agreement dated December 11, 2025.

Alongside the financing, the company entered into a Registration Rights Agreement with Blue Owl and filed a certificate of designations for the Series A preferred that became effective at 8:00 a.m. ET on December 15, 2025. A controlled subsidiary within the UP‑C structure also amended and restated its limited liability company agreement to create Series A preferred units that mirror the terms of the new stock, helping keep the operating entity aligned with the parent’s new security.

Overall, this transaction provides additional capital while formalizing governance and registration arrangements through the certificate of designations and Registration Rights Agreement. The detailed economic and governance terms are set out in those documents, which are incorporated by reference.

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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): December 12, 2025

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
				Indicate by check
				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 1.01 Entry into a Material Definitive Agreement.

On December 15, 2025 (the “Closing Date”), Finance of America Companies Inc. (the “Company”), a Delaware corporation, completed the previously announced issuance and sale of 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to certain investment funds managed by Blue Owl Alternative Credit Advisors LLC, a Delaware limited liability company, or its affiliates (collectively, “Blue Owl”) for an aggregate purchase price of $50 million (the “Closing”), pursuant to the terms of the Investment Agreement, dated as of December 11, 2025 (the “Investment Agreement”), by and between the Company and Blue Owl. As contemplated by the Investment Agreement, on the Closing Date, the Company and Blue Owl entered into a Registration Rights Agreement (the “Registration Rights Agreement”). For a description of the terms of the Investment Agreement, the Series A Preferred Stock and the Registration Rights Agreement, refer to the Company’s Current Report on Form 8-K, filed on December 15, 2025, which descriptions are incorporated herein by reference. Such descriptions do not purport to be complete and, in the case of the Series A Preferred Stock and the Registration Rights Agreement, are qualified in their entirety by the full text of the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”) and the Registration Rights Agreement, which are attached hereto as Exhibits 3.1 and 10.1, respectively, and incorporated herein by reference.

In connection with the issuance of the Series A Preferred Stock, Finance of America Equity Capital LLC, a subsidiary that the Company controls in an “UP-C” structure, 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.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 with respect to the Series A Preferred Stock and the Certificate of Designations, which the Company filed with the Secretary of State of the State of Delaware on December 12, 2025, with an effective time of 8:00 a.m. ET on December 15, 2025, is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Designations Designating the Series A Convertible Perpetual Preferred Stock.
10.1		Registration Rights Agreement, dated December 15, 2025, by and among Finance of America Companies Inc. and ACM ASOF IX Master HoldCo 2 LLC and Blue Owl Alternative Credit Alameda LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
By:		/s/ Matthew A. Engel
Name:		Matthew A. Engel
Title:		Chief Financial Officer

Date: December 16, 2025

FAQ

What transaction did Finance of America Companies Inc. (FOA) report in this filing?

Finance of America Companies Inc. reported that it completed the issuance and sale of 50,000 shares of its Series A Convertible Perpetual Preferred Stock for an aggregate purchase price of $50 million to investment funds managed by Blue Owl Alternative Credit Advisors LLC.

Who purchased the new Series A Convertible Perpetual Preferred Stock from FOA?

The buyer was Blue Owl, defined as certain investment funds managed by Blue Owl Alternative Credit Advisors LLC, a Delaware limited liability company, or its affiliates.

How much capital did FOA raise through the Series A preferred stock issuance?

The company raised an aggregate purchase price of $50 million through the issuance and sale of 50,000 shares of Series A Convertible Perpetual Preferred Stock.

What key agreements are associated with FOA’s $50M preferred stock investment?

The transaction is governed by an Investment Agreement dated December 11, 2025 between the company and Blue Owl, a Registration Rights Agreement entered on the closing date, and a Certificate of Designations designating the Series A Convertible Perpetual Preferred Stock.

How did this transaction affect FOA’s UP-C structure?

In connection with the issuance, Finance of America Equity Capital LLC, a subsidiary the company controls in an “UP-C” structure, amended and restated its limited liability company agreement to create Series A Convertible Perpetual Preferred Units that mirror the terms of the Series A Preferred Stock.

When did the certificate of designations for FOA’s Series A preferred become effective?

The company filed the Certificate of Designations with the Secretary of State of the State of Delaware on December 12, 2025, with an effective time of 8:00 a.m. ET on December 15, 2025.