SCHEDULE: Blackstone Amends Finance of America Repurchase Deal

Blackstone and Finance of America Companies Inc. have amended their repurchase agreement, introducing a two-stage closing, price escalations for delays, and new termination rights for Blackstone.

Summary

• The Schedule 13D Amendment No. 9 updates the beneficial ownership of Class A Common Stock in Finance of America Companies Inc. by various Blackstone entities.
• The original repurchase agreement, dated August 4, 2025, has been amended and restated on November 13, 2025, outlining new terms for the repurchase of shares and FoA Units.
• The repurchase will now occur in two closings: a First Closing for at least 50% of the Sold Equity by December 4, 2025, and a Second Closing for the remaining Sold Equity no later than February 27, 2026.
• The purchase price for Class A Common Stock and Class A LLC Units remains $10.00 per share/unit, with Class B Common Stock and Earnout Rights purchased for no consideration.
• A significant change includes a 15.00% per annum price increase, accruing monthly, for the Second Closing Sold Equity, and for all Sold Equity if the First Closing is delayed past December 4, 2025.
• Additionally, if the First Closing does not occur by December 4, 2025, a premium of $10,037,271.20 will be immediately due and payable upon the First Closing.
• Blackstone Repurchase Investors now have termination rights if the First Closing is not completed by December 4, 2025, or the Second Closing by February 27, 2026.
• Blackstone Repurchase Investors also gain the right to transfer their Sold Equity to unaffiliated third parties if closings are delayed, which would reduce the amount repurchased by the Issuer.
• The condition preventing the repurchase from occurring prior to 105 days after the original agreement has been removed.
• Blackstone entities collectively beneficially own 8,029,817 shares of Class A Common Stock, representing 63.1% of the class, including 4,837,533 shares convertible from FoA Units.
• When combined with Brian Libman and his affiliates, the group may be deemed to beneficially own 17,331,176 shares, representing 83.0% of the outstanding Class A Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for Finance of America due to the introduction of significant financial penalties (15% annual rate, $10M+ premium) for potential delays in the share repurchase, and increased flexibility for Blackstone. While the repurchase itself can be positive, the amended terms shift risk and cost to the issuer.

Positives

• The removal of the 105-day waiting period could potentially accelerate the First Closing for Finance of America.
• For Blackstone, the amended agreement provides enhanced financial protection through a 15.00% annual price escalation and a $10,037,271.20 premium if the First Closing is delayed beyond the Initial Outside Date.
• Blackstone gains increased flexibility with new termination rights and the ability to transfer Sold Equity to third parties if the repurchase is not completed by the specified dates.

Negatives

• Finance of America Companies Inc. faces potentially higher repurchase costs, including a 15.00% per annum price increase and a $10,037,271.20 premium, if the repurchase closings are delayed.
• The new termination rights for Blackstone and the ability to transfer shares to third parties introduce additional uncertainty and potential dilution for existing shareholders if the repurchase is not completed as planned.

Risks

• Failure to meet the First Closing by December 4, 2025, or the Second Closing by February 27, 2026, could trigger significant financial penalties for Finance of America, including a $10,037,271.20 premium and a 15.00% annual price increase on the repurchase amount.
• Blackstone's right to terminate the agreement or transfer Sold Equity to unaffiliated third parties if closing conditions are not met could alter the expected capital structure and ownership dynamics of Finance of America.

Future Outlook

The company expects to complete the share repurchase in two stages, with the First Closing by December 4, 2025, and the Second Closing no later than February 27, 2026. Potential delays beyond these dates will result in increased costs for the Issuer.

Industry Context

This amendment reflects ongoing strategic adjustments between Finance of America and its significant institutional investor, Blackstone, regarding a substantial share repurchase. Such transactions are common in the financial services industry as private equity sponsors manage their investments and exit strategies, often influenced by market conditions and the company's performance.

Corporate Governance

Related Party Transactions

• The Amended and Restated Repurchase Agreement is a related party transaction between Finance of America Companies Inc. and various Blackstone entities, which are significant beneficial owners of the Issuer's Class A Common Stock and FoA Units.

Stakeholder Impact

• Shareholders of Finance of America: Potential for increased repurchase costs if delays occur, which could negatively impact company financials. The repurchase itself, if completed, could reduce share count and potentially increase EPS, but the new terms add uncertainty.
• Blackstone (reporting persons): Benefits from enhanced terms, including price protection and flexibility to exit their investment, reducing their risk exposure related to the repurchase timeline.

Next Steps

• Completion of the First Closing of the share repurchase by December 4, 2025.
• Completion of the Second Closing of the share repurchase no later than February 27, 2026.

Key Dates

Recommendation

This filing primarily details an amendment to a significant share repurchase agreement with a major shareholder, Blackstone. While the new terms introduce potential cost escalations for Finance of America if the repurchase is delayed, it does not provide new information on the company's operational performance or strategic direction. The implications of the amended terms on the company's long-term value require further analysis in conjunction with broader financial results and market conditions. A 'hold' recommendation is appropriate as investors await the completion of the repurchase and subsequent operational updates.

Keywords

Finance of America, Blackstone, Schedule 13D, share repurchase, beneficial ownership, Class A Common Stock, FoA Units, private equity, corporate governance, SEC filing