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Finance of America (NYSE: FOA) logs Blackstone-led insider share repurchase at $10

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Finance of America Companies Inc. (FOA) reported insider transactions involving Blackstone-affiliated entities on a Form 4. On 12/04/2025, the issuer repurchased Class A common stock and related LLC units from entities including Urban Holdings LLC, BFTO LP and Urban Holdings II LP at $10 per share under an Amended and Restated Repurchase Agreement dated November 13, 2025.

The transactions included sales of Class A common stock and exchanges of LLC units of Finance of America Equity Capital LLC that are convertible into Class A common stock on a one-for-one basis, with exchange rights that do not expire. The reporting persons are described as directors and 10% owners, and several Blackstone funds and related entities are listed as indirect holders and controlling parties.

Positive

  • None.

Negative

  • None.

Insights

Large affiliated holder sells common and LLC units back to issuer under a repurchase agreement at a fixed price, modestly reshaping the ownership base.

The filing reports that entities affiliated with Blackstone, including Urban Holdings LLC, BFTO LP, and Urban Holdings II LP, sold Class A common stock of Finance of America Companies Inc. and related LLC units back to the issuer on 12/04/2025. The issuer repurchased 385,855, 2,161, and 1,208,126 shares of Class A common stock, and separately derivative positions over FOA LLC units convertible one-for-one into Class A common stock. All these transactions used a stated price of $10 per share or underlying unit.

The derivative positions involve LLC units of Finance of America Equity Capital LLC that are exchangeable into Class A common stock on a one-for-one basis, with exchange rights that do not expire. After the reported sales, the entities still show remaining indirect holdings of both common stock and LLC units, so this is a reduction rather than a full exit. The structure of footnotes emphasizes that each reporting person disclaims beneficial ownership beyond its economic interest, reflecting a complex but controlled ownership chain within the Blackstone group.

The repurchases occur under an Amended and Restated Repurchase Agreement dated November 13, 2025, which frames these as issuer-driven transactions rather than open-market sales. This can affect share count and the mix between public float and sponsor-affiliated ownership, though the filing does not quantify percentages. A useful next step is to compare these share and unit amounts to the latest reported shares outstanding and to monitor any future Form 4 or 8-K disclosures related to the same repurchase agreement over the coming quarters.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Blackstone Tactical Opportunities Fund - U - NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Finance of America Companies Inc. [ FOA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/04/2025 S(1) 385,855 D $10 385,855 I By Urban Holdings LLC(3)(6)(7)(8)(11)(12)
Class A Common Stock 12/04/2025 S(1) 2,161 D $10 2,161 I By BFTO LP(4)(9)(11)(12)
Class A Common Stock 12/04/2025 S(1) 1,208,126 D $10 1,208,126 I By Urban Holdings II LP(5)(10)(11)(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units of Finance of America Equity Capital LLC (2) 12/04/2025 S(1) 2,404,961 (2) (2) Class A Common Stock 2,404,961 $10 2,404,961 I By Urban Holdings LLC(3)(6)(7)(8)(11)(12)
LLC Units of Finance of America Equity Capital LLC (2) 12/04/2025 S(1) 13,806 (2) (2) Class A Common Stock 13,806 $10 13,805 I By BFTO LP(4)(9)(11)(12)
1. Name and Address of Reporting Person*
Blackstone Tactical Opportunities Fund - U - NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Tactical Opportunities Fund - T - NQ L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Tactical Opportunities Fund II - C - NQ L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BTAS NQ Holdings L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BTAS Associates-NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Family Tactical Opportunities Investment Partnership SMD L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLACKSTONE FAMILY GP LLC

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Inc.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities were repurchased by the Issuer pursuant to that certain Amended and Restated Repurchase Agreement dated as of November 13, 2025, by and among the Issuer, BTO Urban Holdings L.L.C., ("Urban Holdings LLC"), Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. ("BFTO LP"), BTO Urban Holdings II L.P. ("Urban Holdings II LLC") and Blackstone Tactical Opportunities Associates - NQ L.L.C.
2. Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, limited liability company units of Finance of America Equity Capital LLC ("FOA Units") held by the Reporting Persons are exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire.
3. Reflects securities directly held by Urban Holdings LLC.
4. Reflects securities directly held by BFTO LP.
5. Reflects securities directly held by Urban Holdings II LP.
6. Urban Holdings LLC is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds"), (continued in footnote (7)).
7. BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ L.L.C. is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P.
8. The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP LLC. Blackstone Family GP LLC is wholly owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Mr. Schwarzman.
9. The general partner of BFTO LP is BTO - NQ Side-by-Side GP L.L.C. The sole member of BTO - NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P.
10. The general partner of Urban Holdings II LP is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C.
11. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
12. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
Due to the limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
BLACKSTONE TACTICAL OPPORTUNITIES FUND - U - NQ L.L.C. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its G.P. By: BTOA - NQ L.L.C., its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory 12/08/2025
BLACKSTONE TACTICAL OPPORTUNITIES FUND II - C - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its G.P. By: BTOA - NQ L.L.C., its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory 12/08/2025
BLACKSTONE TACTICAL OPPORTUNITIES FUND - T - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its G.P. By: BTOA - NQ L.L.C., its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory 12/08/2025
BTAS NQ HOLDINGS L.L.C., By: BTAS Associates - NQ L.L.C., its managing member, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its G.P., By: /s/ Anna Guerin, Name: Anna Guerin, Title: Authorized Signatory 12/08/2025
BTAS ASSOCIATES - NQ L.L.C., By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Anna Guerin, Name: Anna Guerin, Title: Authorized Signatory 12/08/2025
BLACKSTONE FAMILY TACTICAL OPPORTUNITIES INVESTMENT PARTNERSHIP SMD L.P., By: Blackstone Family GP LLC, its general partner, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory 12/08/2025
BLACKSTONE FAMILY GP LLC, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 12/08/2025
BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 12/08/2025
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 12/08/2025
/s/ Stephen A. Schwarzman 12/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FOA report involving Blackstone entities?

FOA reported that on 12/04/2025 the issuer repurchased Class A common stock and LLC units from Blackstone-affiliated entities, including Urban Holdings LLC, BFTO LP and Urban Holdings II LP, under an Amended and Restated Repurchase Agreement.

What price was paid in the FOA share repurchases reported on this Form 4?

The reported Class A common stock and the underlying shares from LLC units were sold to the issuer at a price of $10 per share.

Who are the reporting persons in the FOA Form 4 transaction?

The reporting persons are a group of director and 10% owner entities and funds affiliated with Blackstone Inc., including Urban Holdings LLC, BFTO LP, Urban Holdings II LP and various Blackstone Tactical Opportunities funds and holding entities.

How are the FOA LLC units related to Class A common stock?

Under an exchange agreement dated April 1, 2021, LLC units of Finance of America Equity Capital LLC (FOA Units) held by the reporting persons are exchangeable for FOA Class A common stock on a one-for-one basis, and these exchange rights do not expire.

Was the FOA repurchase conducted under a specific agreement?

Yes. The securities were repurchased by FOA pursuant to an Amended and Restated Repurchase Agreement dated November 13, 2025 among the issuer and several Blackstone-affiliated entities.

What ownership stance do the reporting persons take on each other’s FOA holdings?

Each reporting person disclaims beneficial ownership of securities held by the others, except to the extent of its pecuniary interest, and states that including these securities in the report does not constitute an admission of beneficial ownership.
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