Finance of America (FOA) insiders report $10 share sales in buyback deal

Rhea-AI Filing Summary

Finance of America Companies Inc. reported insider transactions by Blackstone-affiliated entities in connection with an issuer share repurchase. On 12/04/2025, Urban Holdings LLC, BFTO LP and Urban Holdings II LP reported sales of the company’s Class A common stock at $10 per share pursuant to an Amended and Restated Repurchase Agreement dated November 13, 2025.

The filing also shows sales of LLC Units of Finance of America Equity Capital LLC, which are exchangeable on a one-for-one basis into Class A common stock, with underlying amounts including 2,404,961 and 13,806 shares at $10. The reporting persons are identified as a director and 10% owner, and several Blackstone-controlled entities disclose complex ownership and control relationships while broadly disclaiming beneficial ownership beyond their pecuniary interests.

Insights

Equity Ownership and Transactions Analyst

Large Blackstone-affiliated holder sold FOA equity back to the company at a fixed price via a repurchase agreement.

The filing reports that entities affiliated with Blackstone, identified as directors and 10% owners of Finance of America Companies Inc., disposed of both Class A common stock and LLC units on 12/04/2025. The issuer repurchased these securities under an Amended and Restated Repurchase Agreement dated November 13, 2025 at a price of $10 per share or per underlying share. Reported sales include 385,855, 2,161 and 1,208,126 shares of Class A common stock through Urban Holdings LLC, BFTO LP and Urban Holdings II LP, respectively.

In addition, the filing shows dispositions of LLC units of Finance of America Equity Capital LLC that are exchangeable one-for-one into Class A common stock, also at $10 per underlying share. After the reported transactions, the tables still show significant indirect holdings of derivative securities (for example, 2,404,961 LLC units linked to Class A common stock) through affiliated entities. The structure footnotes clarify that many Blackstone-related funds and holding vehicles are involved, and most entities disclaim beneficial ownership beyond their economic interest.

This disclosure signals a meaningful secondary liquidity event between a major holder group and the issuer, rather than an open-market sale. It reduces the reporting group’s direct and derivative positions in FOA while keeping a substantial remaining stake. The repurchase agreement dated November 13, 2025 and the execution on December 4, 2025 are key milestones to monitor for future ownership changes or additional filings.

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 Associates - 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 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^*

BTOA - 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^*

BTO Urban Holdings II 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^*

BTO - NQ Side-by-Side GP 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 NQ - ESC 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 Holdings II 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 Holdings I/II GP 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)

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 FAMILY TACTICAL OPPORTUNITIES INVESTMENT PARTNERSHIP - NQ - ESC L.P., By: BTO - NQ Side-by-Side GP L.L.C., its general partner By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	12/08/2025
	BTO - NQ SIDE-BY-SIDE GP L.L.C., By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	12/08/2025
	BTO URBAN HOLDINGS II L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner, 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 ASSOCIATES - NQ L.L.C., By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	12/08/2025
	BTOA - NQ L.L.C., By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	12/08/2025
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	12/08/2025
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	12/08/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FOA report in this Form 4 filing?

The filing reports that Blackstone-affiliated entities, including Urban Holdings LLC, BFTO LP, and Urban Holdings II LP, sold shares of Finance of America Companies Inc. Class A common stock and related LLC units on 12/04/2025 in transactions marked with code S (sale).

At what price were Finance of America (FOA) shares and units sold?

The reported sales of Class A common stock and the underlying shares from LLC Units of Finance of America Equity Capital LLC were executed at a price of $10 per share.

What agreement governed the FOA insider share repurchase?

The securities were repurchased by the issuer under an Amended and Restated Repurchase Agreement dated November 13, 2025, among the issuer, Urban Holdings LLC, BFTO LP, Urban Holdings II LP and a Blackstone-affiliated manager.

What derivative securities are disclosed in the FOA Form 4?

The filing lists LLC Units of Finance of America Equity Capital LLC as derivative securities. Under an exchange agreement dated April 1, 2021, these units are exchangeable for Class A common stock on a one-for-one basis, and the exchange rights do not expire.

How are the Blackstone entities related to Finance of America (FOA)?

The reporting persons are identified as a director and 10% owner of Finance of America Companies Inc. The footnotes describe a chain of ownership among various Blackstone Tactical Opportunities funds and holding companies, ultimately linking them to Blackstone Inc. and its senior managing directors.

Do the Blackstone reporting persons claim full beneficial ownership of all FOA securities listed?

No. The filing states that each reporting person, other than to the extent it directly holds the securities, disclaims beneficial ownership of securities held by other reporting persons, except for its pecuniary interest, and that including these securities should not be deemed an admission of beneficial ownership.