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Finance of America (NYSE: FOA) repurchase reshapes Blackstone’s 38.9% stake disclosure

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Finance of America Companies Inc. is the subject of an Amendment No. 10 to a Schedule 13D from Blackstone-affiliated investors updating their ownership after a major repurchase. On December 4, 2025, the company repurchased from the reporting persons an aggregate of 1,596,142 shares of Class A common stock and 2,418,767 Class A LLC Units for $10.00 per share or unit under an amended and restated repurchase agreement. Following this, several Blackstone entities report beneficial ownership positions, including Blackstone Holdings II L.P. with 4,014,908 shares of Class A common stock, representing 38.9% of the class. Together with Brian Libman and his affiliates, the reporting persons state they may be deemed to beneficially own 13,316,267 shares, or 72.1% of the outstanding Class A common stock, based on 7,891,348 shares outstanding as of November 7, 2025, adjusted for shares issuable upon conversion of FoA Units.

Positive

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Insights

Large issuer repurchase updates Blackstone’s reported control stake in Finance of America.

The amendment describes a significant capital transaction: on December 4, 2025, Finance of America repurchased 1,596,142 Class A shares and 2,418,767 Class A LLC Units from Blackstone-related holders at $10.00 per share or unit. This reduces the number of securities held by those funds while concentrating the remaining ownership they report.

Post-transaction, entities tied to Blackstone report beneficial ownership of up to 4,014,908 Class A shares for certain entities, representing as much as 38.9% of the class, with a broader group including Brian Libman and affiliates reporting 13,316,267 shares, or 72.1% of outstanding Class A stock, calculated under Rule 13d-3. Governance dynamics hinge on this high concentration of ownership, though the amendment itself mainly updates disclosure rather than changing corporate strategy.






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 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 2,790,816 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 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 3,998,942 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 3,998,942 shares of Class A Common Stock, of which 2,404,961 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 2,404,961 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 15,966 shares of Class A Common Stock, of which 13,805 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 13,805 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 15,966 shares of Class A Common Stock, of which 13,805 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 13,805 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 4,014,908 shares of Class A Common Stock, of which 2,418,766 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 2,418,766 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 4,014,908 shares of Class A Common Stock, of which 2,418,766 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 2,418,766 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 4,014,908 shares of Class A Common Stock, of which 2,418,766 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 2,418,766 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 4,014,908 shares of Class A Common Stock, of which 2,418,766 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 2,418,766 shares of Class A Common Stock receivable upon conversion of FoA Units.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 4,014,908 shares of Class A Common Stock, of which 2,418,766 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 2,418,766 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:12/08/2025
Blackstone Tactical Opportunities Fund - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund II - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
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:12/08/2025
Blackstone Tactical Opportunities Fund - I - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund - S - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund - C - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund - L - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund - O - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Fund - N - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
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:12/08/2025
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:12/08/2025
Blackstone Tactical Opportunities Fund - T - NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
BTAS NQ Holdings L.L.C.
Signature:/s/ Anna Guerin
Name/Title:Anna Guerin / Authorized Signatory, See Exhibit M
Date:12/08/2025
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:12/08/2025
BTAS Associates - NQ L.L.C.
Signature:/s/ Anna Guerin
Name/Title:Anna Guerin / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Family GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:12/08/2025
BTO Urban Holdings II L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
Blackstone Tactical Opportunities Associates - NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory, See Exhibit M
Date:12/08/2025
BTOA - NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory
Date:12/08/2025
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:12/08/2025
BTO-NQ Side-by-Side GP L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James / Authorized Signatory
Date:12/08/2025
Blackstone Holdings II L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary, See Exhibit M
Date:12/08/2025
Blackstone Holdings I/II GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:12/08/2025
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:12/08/2025
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy / Managing Director - Assistant Secretary
Date:12/08/2025
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman
Date:12/08/2025

FAQ

What does the Schedule 13D/A Amendment No. 10 for FOA disclose?

The amendment updates the ownership reporting by Blackstone-affiliated investors in Finance of America Companies Inc. (FOA) after a company repurchase, and restates key items such as the purpose of transaction and current beneficial ownership percentages.

What transaction did Finance of America complete with the Blackstone reporting persons?

On December 4, 2025, Finance of America consummated a “First Closing” under an amended and restated repurchase agreement, repurchasing 1,596,142 Class A common shares and 2,418,767 Class A LLC Units from the reporting persons for $10.00 per share or unit.

How much of FOA’s Class A common stock do the Blackstone reporting persons say they beneficially own?

Certain Blackstone entities, such as Blackstone Holdings II L.P., report beneficial ownership of 4,014,908 Class A shares, representing 38.9% of the class, based on the share count and conversion assumptions described in the amendment.

What is the combined ownership of Finance of America by the Blackstone group and Brian Libman?

The amendment states that the reporting persons, together with Brian Libman and his affiliates, may be deemed to beneficially own an aggregate of 13,316,267 Class A shares, representing 72.1% of the outstanding Class A common stock, as calculated under Rule 13d-3.

What share count does the FOA Schedule 13D/A use to calculate ownership percentages?

Ownership percentages are calculated using 7,891,348 shares of Class A common stock outstanding as of November 7, 2025, as reported in Finance of America’s Form 10-Q, in some cases increased by Class A shares receivable upon conversion of FoA Units.

Do the reporting persons acknowledge being a control group for FOA?

The amendment notes that the reporting persons and Brian Libman and his affiliates may be deemed to be a group under Section 13(d), but it also states that the reporting persons expressly disclaim beneficial ownership of the referenced shares beyond what is reported.

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