FOA Form 4: 400,000 Class B Units granted to President
Rhea-AI Filing Summary
Finance of America Companies Inc. (FOA) reported an insider equity award. President Kristen N. Sieffert acquired 400,000 Class B Units of Finance of America Equity Capital LLC on 11/12/2025.
The derivative award carries a $0 exercise price and an expiration date of 11/12/2030. The units vest only upon the consummation of 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 above $23.01 per share and may be settled in cash, Class A Units, or a combination at the Board’s discretion. After conversion, each Class A Unit is exchangeable on the vesting date into one share of Class A Common Stock at the reporting person’s election.
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Insights
Contingent award of 400,000 units; vests only on change in control.
The filing details a grant of 400,000 Class B Units at $0 exercise price, expiring 11/12/2030. These units vest upon a consummated Change in Control and require continued employment. This structure functions like a profits interest with a threshold.
Upon vesting, value is based on the spread over $23.01 per share. The Board may settle that spread in cash, Class A Units, or both. After conversion to Class A Units, each is exchangeable into one share of Class A Common Stock on the vesting date.
Market impact is contingent on a qualifying transaction and future Board settlement choices. Actual dilution or cash outlay depends on those events, which are not specified in the excerpt.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class B Units of Finance of America Equity Capital LLC | 400,000 | $0.00 | $0.00 |
Footnotes (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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