Form 4: Insider Boosts FOA Stake with $15M Notes, Stock Buys

Leon G. Cooperman, a 10% owner and director of Finance of America Companies Inc., significantly increased his beneficial ownership through stock purchases and a $15 million convertible note acquisition.

Summary

• Leon G. Cooperman, a Director and 10% Owner of Finance of America Companies Inc. (FOA), acquired additional shares of Class A Common Stock and convertible notes.
• Between May 22, 2025, and August 5, 2025, Cooperman directly purchased 5,575 shares of Class A Common Stock at $21.33 per share.
• Indirectly, through his individual retirement account and those of his adult child and spouse, Cooperman acquired an additional 425 shares (350, 45, and 30 shares respectively) at $21.33 per share on May 22, 2025.
• Omega Capital Partners, L.P., an entity where Cooperman has investment discretion, purchased a total of 45,115 shares of Class A Common Stock across multiple transactions between June 10, 2025, and August 5, 2025, at prices ranging from $20.90 to $22.53 per share.
• On August 4, 2025, Omega Capital Partners purchased $15,000,000 worth of unsecured convertible notes from the Issuer. These notes are convertible into 789,473 shares of Class A Common Stock at a conversion price of $19.00 per share.
• The convertible notes have an expiration date of August 4, 2028, and their conversion is subject to a cap, preventing beneficial ownership from exceeding 9.99% of the Issuer's Common Stock.
• The filing acknowledges that these transactions were not timely filed and are being reported to bring the Reporting Person's ownership reports current, with an undertaking to make all future filings on a timely basis.

Sentiment

Score: 8

Explanation: The substantial insider buying and convertible note purchase by a major shareholder and director signal strong confidence in the company's future, outweighing the negative aspect of the late filing.

Positives

• Significant insider buying by a 10% owner and director, Leon G. Cooperman, indicates strong confidence in the company's future prospects.
• The purchase of $15 million in convertible notes at a conversion price of $19.00 suggests a belief that the stock price will appreciate above this level.
• Increased beneficial ownership by Omega Capital Partners, L.P., managed by Cooperman, totaling 1,267,690 shares of Class A Common Stock following the reported transactions, signals a substantial long-term commitment.

Negatives

• The transactions reported in this Form 4 were not timely filed, indicating a lapse in compliance with SEC reporting requirements.

Risks

• Non-compliance with SEC reporting deadlines, as evidenced by the late filing of these transactions, could lead to regulatory scrutiny or potential penalties.
• The reporting person disclaims beneficial ownership for certain indirect holdings, meaning the direct pecuniary interest might be less than the total reported beneficial ownership, which could affect the perceived alignment of interests.

Future Outlook

The reporting person undertakes to make all future filings on a timely basis, indicating an intention to adhere to regulatory compliance moving forward.

Management Comments

• The Reporting Person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
• The Reporting Person acknowledges the late filing and undertakes to make all future filings on a timely basis.

Industry Context

Insider buying, especially by a significant shareholder and director, often signals strong internal confidence in a company's prospects, potentially differentiating it from peers facing market uncertainties or sector-specific headwinds. The purchase of convertible notes further underscores a long-term bullish view on the company's valuation.

Comparison to Industry Standards

• The insider buying activity by Leon G. Cooperman, a well-known investor, is a strong signal of confidence, often outperforming general market sentiment. Similar large insider purchases by figures like Warren Buffett in Berkshire Hathaway or Carl Icahn in various activist targets are closely watched and often precede positive stock performance.
• The acquisition of convertible notes at a $19.00 conversion price, when the stock was trading above this level during the purchase period, suggests a belief in sustained or increased valuation, a strategy often employed by sophisticated investors who see long-term upside potential beyond current market prices.
• The late filing, however, falls short of industry best practices for corporate governance and regulatory compliance, where timely disclosure is paramount for market transparency and investor trust.

Stakeholder Impact

• Shareholders: The significant insider buying could instill confidence and potentially lead to increased investor interest and share price appreciation.
• Regulatory Authorities: The late filing could draw attention from the SEC regarding compliance with reporting requirements.

Next Steps

• The Reporting Person undertakes to make all future filings on a timely basis.

Key Dates

Recommendation

The substantial insider buying by a prominent investor and 10% owner, Leon G. Cooperman, coupled with a $15 million convertible note purchase at a favorable conversion price, signals strong conviction in the company's future prospects and potential undervaluation. While the late filing is a compliance issue, the underlying investment activity is a powerful positive indicator for long-term investors.

Keywords

Finance of America Companies Inc., FOA, Leon G. Cooperman, Insider Buying, Form 4, Convertible Notes, Stock Purchase, Beneficial Ownership, Omega Capital Partners, SEC Filing