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FOA Form 4: 700,000 contingent units tied to $23.01 threshold

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Finance of America (FOA) reported a Form 4 for its Chief Executive Officer, detailing an award of 700,000 Class B Units of Finance of America Equity Capital LLC on 11/12/2025 (code A) at a price of $0.

These units vest only upon a Change in Control, subject to continued employment. Upon vesting, each Class B Unit converts into Class A Units with value equal to any “Spread Value,” defined as the amount by which the fair market value of FOA Class A Common Stock exceeds $23.01 on the vesting date. The board may settle the Spread Value in cash, Class A Units, or a combination. After conversion, each Class A Unit is exchangeable for one share of FOA Class A Common Stock at the holder’s election.

Positive

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Insights

Contingent CEO award vests only on change in control above $23.01.

The filing lists a grant of 700,000 Class B Units that vest upon a Change in Control. The economic value activates only if the stock’s fair market value on vesting exceeds $23.01, aligning value delivery with a control event and price threshold.

Settlement may be in cash, Class A Units, or both, at the board’s discretion. Following conversion, each Class A Unit can be exchanged one-for-one into Class A Common Stock, creating potential share issuance tied to the event terms. Actual impact depends on whether a qualifying Change in Control occurs and the stock price at that time.

Insider Fleming Graham
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class B Units of Finance of America Equity Capital LLC 700,000 $0.00 $0.00
Holdings After Transaction: Class B Units of Finance of America Equity Capital LLC — 700,000 shares (Direct)
Footnotes (1)
  1. F1. These Class B Units of Finance of America Equity Capital LLC ("FOAEC") will vest upon the occurrence of the consummation of a Change in Control (as defined in the Issuer's 2021 Omnibus Incentive Plan), subject to the Reporting Person's continued employment. Upon vesting, each Class B Unit will automatically convert into a number of Class A Units of FOAEC having a fair market value equal to the Spread Value (if any) of each Class B Unit; provided that the Issuer's Board of Directors may elect, in its discretion, to settle such Spread Value in cash, in Class A Units or any combination thereof. The "Spread Value" is equal to the excess (if any) of the fair market value of the Issuer's Class A Common Stock ("Common Stock") as of the vesting date over $23.01. Upon vesting and converting into Class A Units of FOAEC, each such Class A Unit will be exchangeable for a share of Common Stock on a one-for-one basis on the vesting date, at the election of the Reporting Person.

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FAQ

What did FOA report on Form 4 for its CEO (FOA)?
An award of 700,000 Class B Units of Finance of America Equity Capital LLC, granted on 11/12/2025 at a price of $0.

When do the FOA CEO’s Class B Units vest?
They vest upon the consummation of a Change in Control, subject to continued employment.

How is the FOA award’s value determined?
Value equals the “Spread Value,” defined as the excess of FOA Class A Common Stock’s fair market value over $23.01 on the vesting date.

How can the FOA award be settled?
At the board’s discretion, settlement may be in cash, Class A Units, or a combination.

What happens after the FOA Class B Units vest and convert?
Each resulting Class A Unit is exchangeable for one share of FOA Class A Common Stock on the vesting date at the holder’s election.

What transaction code appears on the FOA Form 4?
Transaction code A (grant or award) for the derivative securities.
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*
Fleming Graham
(Last) (First) (Middle)
C/O FINANCE OF AMERICA COMPANIES INC.,
5830 GRANITE PARKWAY, SUITE 400
(Street)
PLANO TX 75024
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
Class B Units of Finance of America Equity Capital LLC (1) 11/12/2025 A 700,000 (1) 11/12/2030 Class A Common Stock (1) $0 700,000 D
Explanation of Responses:
1. These Class B Units of Finance of America Equity Capital LLC ("FOAEC") will vest upon the occurrence of the consummation of a Change in Control (as defined in the Issuer's 2021 Omnibus Incentive Plan), subject to the Reporting Person's continued employment. Upon vesting, each Class B Unit will automatically convert into a number of Class A Units of FOAEC having a fair market value equal to the Spread Value (if any) of each Class B Unit; provided that the Issuer's Board of Directors may elect, in its discretion, to settle such Spread Value in cash, in Class A Units or any combination thereof. The "Spread Value" is equal to the excess (if any) of the fair market value of the Issuer's Class A Common Stock ("Common Stock") as of the vesting date over $23.01. Upon vesting and converting into Class A Units of FOAEC, each such Class A Unit will be exchangeable for a share of Common Stock on a one-for-one basis on the vesting date, at the election of the Reporting Person.
Remarks:
/s/ Tracy Lowe, as power of attorney for Graham Fleming 11/14/2025
** 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.

Source: View Original Filing on SEC EDGAR