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[SCHEDULE 13D/A] Finance of America Companies Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

Finance of America Companies Inc. (FOA)8,029,817 shares of Class A common stock, representing 63.1% of the class, with part of this stake issuable upon conversion of FoA Units. Together with Brian Libman and his affiliates, the group may be deemed to beneficially own 17,331,176 shares, or 83.0% of the outstanding Class A stock. The amended and restated repurchase agreement provides for FOA to repurchase the “Sold Equity” in two closings at $10.00 per share, with a 15.00% per annum price increase for later closing amounts and a $10,037,271.20 premium if the first closing does not occur by December 4, 2025, and sets an outside date of February 27, 2026 for the second closing, subject to customary conditions and termination rights.

Positive
  • None.
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Insights

Blackstone reports majority FOA stake and a structured two-step share repurchase at $10 plus time-based price escalators.

Blackstone-affiliated entities disclose beneficial ownership of 8,029,817 FOA Class A shares, or 63.1% of the class, calculated including shares issuable upon conversion of FoA Units as of November 7, 2025. Together with Brian Libman and affiliates, they may be deemed to hold 17,331,176 shares, or 83.0% of the outstanding Class A stock under Rule 13d-3. This filing updates the ownership structure and reiterates that each reporting person disclaims beneficial ownership for certain purposes.

The amended and restated repurchase agreement between FOA, FOA Equity and Blackstone repurchase investors splits the repurchase of Sold Equity into a First Closing and Second Closing. FOA will pay $10.00 per Class A share or Class A LLC Unit, with the price on Second Closing Sold Equity (and potentially all Sold Equity if the first closing is delayed) increasing at a fixed 15.00% per annum rate accruing monthly. If the First Closing does not occur by the December 4, 2025 Initial Outside Date, a premium of $10,037,271.20 becomes immediately due at the first repurchase.

The Second Closing must occur no later than February 27, 2026, and both closings are subject to customary conditions, including a customary opinion for the First Closing. The agreement removes a prior condition that had limited the timing of the repurchase and introduces termination rights for both FOA and the Blackstone repurchase investors if closings are not completed by the stated dates. Actual outcomes will depend on whether the specified conditions are satisfied and whether any termination or third-party transfers of Sold Equity occur under the agreement’s terms.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission ("SEC") on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 5,581,632 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 7,997,884 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 7,997,884 shares of Class A Common Stock, of which 4,809,922 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,809,922 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 31,933 shares of Class A Common Stock, of which 27,611 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 27,611 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 31,933 shares of Class A Common Stock, of which 27,611 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 27,611 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 8,029,817 shares of Class A Common Stock, of which 4,837,533 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,837,533 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 8,029,817 shares of Class A Common Stock, of which 4,837,533 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,837,533 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 8,029,817 shares of Class A Common Stock, of which 4,837,533 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,837,533 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 8,029,817 shares of Class A Common Stock, of which 4,837,533 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,837,533 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 8,029,817 shares of Class A Common Stock, of which 4,837,533 would be received upon conversion of FoA Units. The reported percentage is calculated based upon 7,891,348 shares of Class A Common Stock outstanding as of November 7, 2025, as reported on the Issuer's 10-Q filed with the SEC on November 13, 2025, as increased by 4,837,533 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D


BTO Urban Holdings L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory
Date:11/17/2025
Blackstone Tactical Opportunities Fund - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund II - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - I - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - S - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - C - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - L - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - O - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - N - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - U - NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund II - C - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Fund - T - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
BTAS NQ Holdings L.L.C.
Signature:/s/ Anna Guerin
Name/Title:Anna Guerin / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Family Tactical Opportunities Investment Partnership SMD L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
BTAS Associates - NQ L.L.C.
Signature:/s/ Anna Guerin
Name/Title:Anna Guerin / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Family GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:11/17/2025
BTO Urban Holdings II L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
Blackstone Tactical Opportunities Associates - NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
BTOA - NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory
Date:11/17/2025
Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:11/17/2025
BTO-NQ Side-by-Side GP L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory
Date:11/17/2025
Blackstone Holdings II L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary, See Exhibit M
Date:11/17/2025
Blackstone Holdings I/II GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:11/17/2025
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:11/17/2025
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:11/17/2025
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman
Date:11/17/2025

FAQ

What ownership stake in FOA does Blackstone report in this Schedule 13D/A Amendment No. 9?

Blackstone-related entities and Stephen A. Schwarzman report beneficial ownership of 8,029,817 shares of Finance of America Companies Inc. Class A common stock, representing 63.1% of the class, based on the company’s outstanding shares as of November 7, 2025, including shares issuable upon conversion of FoA Units.

How much FOA stock may Blackstone and Brian Libman be deemed to own in aggregate?

The filing states that the Reporting Persons together with Brian Libman and his affiliates may be deemed to beneficially own an aggregate of 17,331,176 shares of FOA Class A common stock, which represents 83.0% of the outstanding Class A shares, calculated under Rule 13d-3 of the Exchange Act.

What are the key economic terms of FOA’s amended and restated repurchase agreement with Blackstone?

The amended and restated repurchase agreement provides that FOA will repurchase the Sold Equity at $10.00 per share of Class A common stock or Class A LLC Unit. Shares of Class B common stock and Earnout Rights will be purchased for no consideration. For Second Closing Sold Equity, and for all Sold Equity if the first closing is delayed past the Initial Outside Date, the per-share price increases at a fixed 15.00% per annum rate accruing monthly.

What dates govern the First and Second Closings under FOA’s repurchase agreement?

The First Closing is scheduled to occur on the earlier of December 4, 2025 (the Initial Outside Date) and the third business day following satisfaction or waiver of specified conditions. The Second Closing for the remaining Sold Equity must occur no later than February 27, 2026, subject to the conditions and termination rights set out in the agreement.

What premium applies if FOA’s First Closing does not occur by the Initial Outside Date?

If the First Closing does not occur on or before the December 4, 2025 Initial Outside Date, the purchase price will automatically increase by a premium of $10,037,271.20. This amount becomes immediately due and payable upon the First Closing or at the first time any Sold Equity is repurchased under the amended and restated repurchase agreement.

Can Blackstone transfer FOA shares if the repurchase closings are delayed?

Yes. The filing explains that if the First Closing has not occurred on or before the Initial Outside Date, or if the Second Closing has not occurred on or before February 27, 2026, the Blackstone repurchase investors will have the right to transfer their Sold Equity to unaffiliated third parties, and any Sold Equity so transferred reduces the amount FOA repurchases under the agreement.

Does this filing change whether Blackstone admits beneficial ownership of all reported FOA shares?

No. The filing states that neither the submission of the Schedule 13D/A nor its contents constitute an admission that any Reporting Person is the beneficial owner of the FOA Class A common stock referred to, and each Reporting Person expressly disclaims beneficial ownership of such shares for purposes of Section 13(d) of the Exchange Act or any other purpose.

Finance Of America Companies Inc

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