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[SCHEDULE 13G] Finance of America Companies Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Finance of America Companies Inc. (FOA) received a Schedule 13G filed on behalf of Leon G. Cooperman reporting beneficial ownership of 1,286,040 Class A shares, equal to 11.6% of the outstanding class based on 11,079,270 shares outstanding as of August 6, 2025. Mr. Cooperman holds sole voting and dispositive power over those shares and also has investment authority over related family and IRA accounts and a UTMA account. The filing states it does not include shares issuable upon conversion of convertible notes held by Omega Capital Partners, L.P. that would convert into 789,473 shares at $19.00 per share, because a contractual blocker prevents conversions that would push ownership over 9.99%.

Positive

  • Material disclosed stake: Reports ownership of 1,286,040 shares (11.6%), a significant minority position.
  • Sole voting and dispositive power: Mr. Cooperman holds exclusive voting and disposition authority over the reported shares.
  • Transparency on related accounts: Filing discloses investment authority over family IRAs and a UTMA account, clarifying control.

Negative

  • Convertible note exclusion: The filing excludes potential 789,473 conversion shares from the reported stake, so reported percentage is not fully diluted.
  • Conversion blocker: A contractual Blocker prevents conversion of notes if post-conversion ownership would exceed 9.99%, limiting future automatic increases in stake.

Insights

TL;DR: Cooperman reports a material 11.6% stake with sole voting control; convertible note conversions are contractually limited.

Mr. Cooperman's reported 1.29 million-share position represents a meaningful minority stake in FOA and confers sole voting and dispositive authority, which investors view as a significant ownership signal. The filing explicitly excludes potential dilution from 789,473 conversion shares due to a contractual blocker limiting holdings above 9.99%, which affects the effective fully-diluted stake calculation. The certification clarifies the position was not acquired to change control. For valuation or governance impact, stakeholders should factor in the blocker when modeling potential future dilution and voting dynamics.

TL;DR: Reported sole voting power over 11.6% is governance-relevant; conversion restrictions alter potential influence.

The Schedule 13G highlights that Mr. Cooperman holds sole voting power over the reported shares and investment authority over related family and IRA accounts, concentrating decision-making control. The attachment notes and explanatory comment emphasize that convertible notes held by the related investment vehicle are subject to a Blocker preventing conversion if it would raise beneficial ownership above 9.99%, which limits automatic increases in voting power from conversion. The filing's certification that the shares are not held to change control reduces immediate takeover concern but does not eliminate governance interest given the stake size.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: (1) Does not include Shares (as defined below) issuable upon the conversion of convertible notes (the "Convertible Notes") held by Capital LP (as defined below) which may not be converted into Shares to the extent that the Reporting Person would beneficially own more than 9.99% of the Issuer's outstanding Shares after giving effect to such conversion (such restriction, the "Blocker"). Subject to the terms of the Blocker, the Convertible Notes are convertible into 789,473 Shares at a price of $19.00 per Share. (2) Based upon 11,079,270 Shares outstanding as of August 6, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 11, 2025 and without giving effect to issuance of the Shares issuable upon the conversion of the Convertible Notes held by Capital LP.


SCHEDULE 13G



Cooperman Leon G.
Signature:/s/ Edward Levy
Name/Title:Edward Levy, Attorney-in-Fact
Date:09/02/2025
Exhibit Information

See Exhibit 1 attached hereto and incorporated herein.

FAQ

How many FOA shares does Leon G. Cooperman report owning?

The filing reports 1,286,040 shares, representing 11.6% of FOA's Class A outstanding shares.

Does Mr. Cooperman have voting control over the FOA shares?

Yes. The filing states he has sole voting power and sole dispositive power over the 1,286,040 shares.

Are convertible shares included in the ownership percentage?

No. The filing excludes shares issuable on conversion of convertible notes that would convert into 789,473 shares due to a contractual blocker.

What is the contractual blocker mentioned in the filing?

The blocker prevents conversion of the Convertible Notes to the extent such conversion would result in beneficial ownership exceeding 9.99% of the outstanding shares.

Was the stake reported as intended to influence control of FOA?

No. The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.
Finance Of America Companies Inc

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