UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

FINANCE OF AMERICA COMPANIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11

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April 7, 2026

Dear Stockholder:

Please join us for Finance of America Companies Inc.’s Annual Meeting of Stockholders to be held on Friday, May 15, 2026, at 9:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/FOA2026 and entering the control number shown on your proxy card or the instructions that accompanied your proxy materials.

We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The board of directors recommends that you vote “FOR” each of the proposals listed on the attached notice.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of Finance of America Companies Inc.


			Sincerely,

			Lauren E. Richmond Chief Legal Officer, General Counsel & Secretary

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FINANCE OF AMERICA COMPANIES INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


TIME			9:00 a.m., Eastern Time, on Friday, May 15, 2026.

VIRTUAL LOCATION			You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/FOA2026 and entering the control number shown on your proxy card or the instructions that accompanied your proxy materials. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

ITEMS OF BUSINESS			1. To elect the director nominees listed in the Proxy Statement. 2. To conduct an advisory vote to approve the compensation of the named executive officers of the Company. 3. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026. 4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE			You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 18, 2026.

VOTING BY PROXY			To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described on the following page and on the proxy card.


			By Order of the Board of Directors,

			Lauren E. Richmond
			Chief Legal Officer,
			General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 15, 2026: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available free of charge at https://ir.financeofamericacompanies.com/financials/sec-filings/. A list of stockholders of record at the close of business on March 18, 2026 will be open for examination electronically during the Annual Meeting by registering at www.virtualshareholdermeeting.com/FOA2026.

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PROXY VOTING METHODS

If, at the close of business on March 18, 2026, you were a stockholder of record you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the Internet, by telephone or by mail. You may also revoke your proxies at the times and in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 14, 2026 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

•	Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

•	You will need the 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials.

BY TELEPHONE

•	From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.

•	You will need the 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to vote by telephone.

BY MAIL

•	Mark your selections on the proxy card.

•	Date and sign your name exactly as it appears on your proxy card.

•	Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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General Information			1
Proposal No. 1—Election of Directors			6
Nominees for Election to the Board of Directors in 2026			6
The Board of Directors and Certain Governance Matters			9
Composition of the Board of Directors			9
Director Independence and Independence Determinations			9
Board Nomination Process, Identifying Nominees for Election to the Board			9
Board Committees and Meetings			10
Compensation Committee Interlocks and Insider Participation			13
Code of Business Conduct and Ethics			13
Corporate Governance Guidelines			13
Securities Trading Policy			13
Hedging Policy			13
Executive Sessions			14
Leadership Structure			14
Communications with the Board			14
Oversight of Risk Management			14
Corporate Responsibility Overview			14
Executive Officers of the Company			16
Proposal No. 2—Non-Binding Vote on Executive Compensation			18
2025 Executive Compensation			19
Summary Compensation Table			19
Narrative Disclosure to Summary Compensation Table			19
Pay Versus Performance Disclosure			24
2025 Pay Versus Performance Table			25
Pay Versus Performance Relationship Descriptions			26
Director Compensation			27
Equity Compensation Plan Information			28
Proposal No. 3—Ratification of Independent Registered Public Accounting Firm			29
Audit and Non-Audit Fees			29
Audit Committee’s Pre-Approval Policy			29
Report of the Audit Committee			30
Beneficial Ownership of Securities			31
Delinquent Section 16(a) Reports			33
Transactions with Related Persons			34
Repurchase of Equity Owned by Blackstone Investors			34
Stockholders Agreement			34
Exchange Agreement			35
Registration Rights Agreement			35
American Advisors Group Transaction			36
Tax Receivable Agreements			37
FOA Equity Limited Liability Company Agreement			39
Senior Notes			40
Working Capital Promissory Notes			41
LFH Promissory Note			42
Convertible Notes			42
Series A Preferred Stock			42
Blue Owl Financing Facility			43
Loan and Participation Interest Sales			44
Other Transactions			44

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Statement of Policy Regarding Transactions with Related Persons			44
Indemnification of Directors and Officers			45
Stockholder Proposals for the 2027 Annual Meeting			46
Householding of Proxy Materials			46
Other Business			47

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Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States of America (“U.S.”) Private Securities Litigation Reform Act of 1995.Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “budgets,” “forecasts,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2026. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained herein. All of these factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. For further information on these and other risk factors affecting us, as such factors may be amended and updated from time to time in our subsequent periodic filings with the SEC, please visit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. We caution readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this Proxy Statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

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FINANCE OF AMERICA COMPANIES INC.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Telephone: (877) 202-2666

PROXY STATEMENT

Annual Meeting of Stockholders

May 15, 2026

GENERAL INFORMATION

Unless the context otherwise requires, all references to “we,” “us,” “our,” “FOA,” or the “Company” refer to Finance of America Companies Inc. and its consolidated subsidiaries. References to “FOA Equity” are to Finance of America Equity Capital LLC, a Delaware limited liability company, that the Company controls in an “UP-C” structure.

On April 1, 2021, the Company became a public company as a result of a series of transactions pursuant to which Replay Acquisition Corp. (“Replay”) combined with Finance of America Companies Inc. (the “Business Combination”) and the Company’s Class A Common Stock began trading under the symbol “FOA” on the New York Stock Exchange (“NYSE”) on April 5, 2021. On August 15, 2025, the Company’s Class A Common Stock also began trading on NYSE Texas, Inc. under the same “FOA” symbol.

Why am I being provided with these materials?

We are providing this Proxy Statement to you in connection with the solicitation by the board of directors (the “Board” or “board of directors”) of Finance of America Companies Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on May 15, 2026 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. On or about April 7, 2026, we distributed or made available, as the case may be, this Proxy Statement, and our Annual Report for the fiscal year ended December 31, 2025 (referred to as the “Proxy Materials”), notifying each stockholder entitled to vote at the Annual Meeting how to vote.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

•	Proposal No. 1: Election of Brian L. Libman, Norma C. Corio, Andrew Essex, Cory S. Gardner, Tyson A. Pratcher and Lance N. West (the “Nominees”) as directors on the Company’s Board;

•	Proposal No. 2: An advisory vote to approve the compensation of the named executive officers of the Company; and

•	Proposal No. 3: Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026.

Who is entitled to vote?

Stockholders as of the close of business on March 18, 2026 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 8,551,931 vested shares of our Class A Common Stock outstanding, 425,850 unvested shares of our Class A Common Stock outstanding held by Replay

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Sponsor, LLC, 12 shares of our Class B Common Stock outstanding (our Class A Common Stock and Class B Common Stock are referred to herein together as our “Common Stock”) and 50,000 shares of our Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) outstanding.

Holders of our Class A Common Stock have one vote for each share held as of the Record Date, including shares:

•	Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

•	Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

The 425,850 unvested shares of our Class A Common Stock held by Replay Sponsor, LLC must be voted proportionately with all other shares of Common Stock (but not proportionately with the shares of Series A Preferred Stock) on all matters put to a vote of holders of the Company’s voting stock (i.e., holders of unvested shares will have no discretion in how such shares are voted).

The shares of Class B Common Stock have no economic rights, but entitle each holder, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of Class A Units of FOA Equity (“Class A LLC Units”) held by such holder. Holders of shares of Class B Common Stock vote together with holders of Class A Common Stock and Series A Preferred Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

The holders of shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the holders of shares of Common Stock as a single class, provided that such holders will not be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. Shares of Series A Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations, into shares of Class A Common Stock at a rate equal to (i) $1,000 divided by (ii) the conversion price, and a cash payment for accrued and unpaid dividends, cash in lieu of fractional shares and, in certain circumstances, dividend catch-up payments relating to dividends on other equity. As of the Record Date, the conversion price is $35.00 per share of Series A Preferred Stock.

What constitutes a quorum?

The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of Common Stock and Series A Preferred Stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the person presiding over the Annual Meeting may adjourn the Annual Meeting until a quorum is present or represented.

How many votes are required to approve each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected.

There is no cumulative voting.

Under our Bylaws, the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on such matter is required to approve the compensation of the named executive officers of the Company (Proposal No. 2), and the proposal to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026 (Proposal No. 3).

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current NYSE interpretations that govern broker non-votes, Proposal Nos. 1 and 2 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 3 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

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How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each Nominee. Votes that are voted “WITHHOLD” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the advisory vote to approve the compensation of the named executive officers (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the compensation of the named executive officers. Abstentions will count as a vote “AGAINST” Proposal No. 2 and broker non-votes will have no effect on the outcome of Proposal No. 2.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. There are no broker non-votes with respect to Proposal No. 3, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•	“FOR” each of the director nominees set forth in this Proxy Statement;

•	“FOR” the approval of the compensation of named executive officers; and

•	“FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspectors of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

•

By Internet—You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-Digit Control Number included on your proxy card or the instructions that accompanied your Proxy Materials in order to vote by Internet.

•	By Telephone—You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-Digit Control Number included on your proxy card or the instructions that accompanied your Proxy Materials in order to vote by telephone.

•

By Mail—If you have received a proxy card, you may vote by mail by signing and dating the enclosed proxy card where indicated and by returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 14, 2026, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than 11:59 p.m., Eastern Time, on May 14, 2026.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

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How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/FOA2026 and enter the control number shown on your proxy card or the instructions that accompanied your Proxy Materials. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

•	instructions on how to attend and participate via the Internet, including a unique link to access the annual meeting and how to demonstrate proof of stock ownership, will be emailed to you after completion of your registration;

•	assistance with questions regarding how to attend and participate via the Internet will be provided in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting;

•	stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

•	you will need the 16-Digit Control Number that is included in your proxy card or the instructions that accompanied your Proxy Materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

•	providing stockholders with the ability to submit appropriate questions in advance of the meeting;

•	providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

•	answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

The virtual meeting platform is fully supported across browsers (Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting.

How do I vote online during the Annual Meeting?

If you are a stockholder of record, you may vote your shares by attending the 2026 Annual Meeting of Stockholders online and following the on-screen voting instructions.

If you hold your shares in “street name” and you wish to vote online during the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, dealer or other similar organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. If applicable, please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted in the instructional email you will receive after completion of your

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registration and on the day of the Annual Meeting, which will also be available on the virtual meeting log in page. Technical support will be available starting at 8:45 a.m., Eastern Time, on Friday, May 15, 2026 and until the meeting has finished. Please note that the technical support phone number is not for retrieving lost or misplaced control numbers.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

•	voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 14, 2026;

•	submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than 11:59 p.m., Eastern Time, on May 14, 2026;

•	attending the virtual Annual Meeting and voting in person; or

•	delivering a written statement to that effect to our Corporate Secretary, provided such statement is received no later than May 14, 2026.

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, the named proxies will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mail or facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

The number of authorized directors is currently six and may be changed by resolution of our board of directors. At this Annual Meeting, all director nominees will be elected for a one-year term, expiring at the next annual meeting of stockholders.

The biographies below describe the business experience of each director nominee standing for election. In considering each director nominee for election at the Annual Meeting, the nominating and corporate governance committee assessed the contributions of those directors recommended for election in the context of the perceived needs of the Board. See discussion under “The Board of Directors and Certain Governance Matters—Board Nomination Process, Identifying Nominees for Election to the Board.”

The Board expects that each of the nominees listed below will be available for election as a director. However, if one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for any substitute nominees as the Board may nominate. If a nominee is not available for election or is otherwise unable to serve as a director, the Board may reduce its size or choose a substitute nominee.

Nominees for Election to the Board of Directors in 2026

The following information describes the offices held, ages (as of the date of this Proxy Statement) and other business directorships of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director-nominee should serve as a director.

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Name	Age	Principal Occupation and Other Information
		member of the Audit Committee. She also serves on the boards of private companies: Omni Environmental Solutions and Wood Technologies International. Ms. Corio is Chair of the Audit Committee of Omni Environmental Solutions, a member of the Audit Committee of Wood Technologies International, and Chair of the Compensation Committee of Wood Technologies International. Ms. Corio previously served as a member of the board of directors of GO Acquisitions (public) and Intren and Bibliotheca (private). Ms. Corio received her M.B.A. in Banking & Finance from Pace University and her B.A. in Economics from LeMoyne College.

Andrew Essex	60	Andrew Essex joined the Company’s board of directors on March 19, 2025. Mr. Essex has held the role of Senior Managing Partner at Tata Consultancy Services, a global information technology firm (“TCS”), since 2023. Prior to TCS, he was CEO and Founder of GoingConcern, a boutique c-suite strategic consultancy, and McKinsey Senior Advisor. Mr. Essex is the former Chief Executive Officer of the Tribeca Film Festival and founding CEO of Droga5, now owned by of Accenture. A highly creative strategic executive with three decades in branding, business development, and M&A, he is a proven entrepreneurial leader and culture builder with multiple exits, high-profile turnaround experience, skilled in recruiting, retaining and managing talent and overseeing complex P&Ls, and a deeply networked rainmaker with extensive track record of generating high-margin revenue, crafting compelling relevant narratives and operating complex enterprises in competitive markets. Mr. Essex is a frequent public speaker on media, marketing and monetization strategies and sits on the board of MMA Global and Plus Pool. He is the former Chair of the NYC Mayor’s Creative Council, and a former advisor to the White House American Office of Innovation and the Wharton SEI Center for Advanced Studies in Management. A frequent angel investor, he serves as an advisor to Glasswing Ventures, a top fund focused on AI, prop tech, enterprise SAAS and cybersecurity, among other platforms. He was an award-winning journalist and cultural editor at such publications as The New Yorker, Details and Salon.com, among others. He has been a television commentator for ABC, CNN, and CNBC. He is author of “The End of Advertising: Why It Had to Die and the Creative Resurrection to Come” and the co-author of three books: “A Very Public Offering: The Story of the Globe.com,” “Chasing Cool,” with former Barney’s CEO Gene Pressman, and “Le Freak: An Upside Down Story of Family, Disco and Destiny,” with celebrated producer and musician Nile Rodgers. Mr. Essex has an M.A. from New York University and a B.A. from Queens College.

Cory S. Gardner	51	Cory S. Gardner joined the Company’s board of directors on March 19, 2025. Mr. Gardner has extensive experience in legislative affairs and regulatory policy, having served as a U.S. Senator from 2015 to 2021, a member of the U.S. House of Representatives from 2011 to 2015, a member of the Colorado General Assembly from 2005 to 2011, General Counsel and Legislative Director to U.S. Senator Wayne Allard from 2002 to 2005, and Communications Director for the National Corn Growers Association from 2001 to 2002. Mr. Gardner has held the role of President and CEO of NCTA – The Internet & Television Association since October 2025 and is the sole owner of ACT West, LLC, which he founded in 2021. He held the role of Chairman and CEO of the Senate Leadership Fund from 2024 to October 2025. Mr. Gardner has also provided advisory and/or consulting services to HealthBook+ since 2023, Ford Motor Company since 2023, the American Conservation Coalition since 2023, Coign Credit Card since 2022, the Crypto Council for Innovation since 2021, the National Cannabis Roundtable since 2021, and Pura Vida Funds from 2021 to 2023. Additionally, Mr. Gardner has significant

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Name	Age	Principal Occupation and Other Information
		experience serving as a board member for a variety of organizations, having served as a member of the board of directors and the finance committee of the International Republican Institute since 2023, the advisory board of the American Council of Young Political Leaders since 2023, the board of advisors of Michael Best Strategies since 2021, the strategic advisory group of the United Launch Alliance since 2021, the board of directors and the audit and finance committee of the Edward M. Kennedy Institute from 2023 to 2026, the strategic advisory board of the University of Colorado Center for Combat Research from 2023 to 2026, the board of advisors of Regulating AI from 2023 to 2026, the board of directors of the Center for National Security Initiatives from 2021 to 2026, the board of advisors of Qcells North America from 2021 to 2023, the board of directors and the audit committee of Jaws Juggernaut from 2021 to 2023, and the board of visitors of the U.S. Air Force Academy from 2015 to 2021. Mr. Gardner holds a J.D. from the University of Colorado School of Law and a B.A. in Political Science from Colorado State University.

Tyson A. Pratcher	51	Tyson A. Pratcher joined the Company’s board of directors on April 1, 2021. Mr. Pratcher currently serves as Senior Managing Director at Artemis Real Estate Partners and CEO of Artemis Strategic Capital Partners. Prior to joining Artemis, Mr. Pratcher was Senior Advisor at 7 Acquisition Corporation and the RockCreek Group. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Prior to his role with TFO USA, Mr. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. Mr. Pratcher previously served as a member of the board of directors of Organix Recycling, Inc. from 2018 to 2020 and on the boards of directors of Citizens Parking and GripInvest from 2017 to 2019. Mr. Pratcher holds a J.D. from Columbia Law School and a B.S. in Political Science from Hampton University.

Lance N. West	65	Lance N. West joined the Company’s board of directors on April 1, 2021. Mr. West is currently a Senior Partner at 26North Partners, and previously served as Partner and Senior Managing Director of Centerbridge Partners and was former Chairman & CEO of Centerbridge Partners Europe prior to his retirement from the firm. Before joining Centerbridge in 2006, Mr. West was a Partner Managing Director at Goldman Sachs & Co, where he headed the firm’s Principal Finance Group. Prior to joining Goldman Sachs & Co, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC. Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories. Mr. West earned his M.S. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. in Electrical Engineering from Tufts University in 1982.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our board of directors directs and oversees the management of our business and affairs and has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Composition of the Board of Directors

Our business and affairs are managed under the direction of the board of directors. Our board of directors currently consists of the director nominees, Ms. Corio and Messrs. Libman, Essex, Gardner, Pratcher and West, whose biographies are set forth above.

Director Independence and Independence Determinations

Our board of directors has affirmatively determined that each of Ms. Corio and Messrs. Essex, Gardner, Pratcher and West qualify as independent directors under the NYSE listing standards.

Board Nomination Process, Identifying Nominees for Election to the Board

The nominating and corporate governance committee is responsible for identifying, evaluating and recommending nominees for election to our board of directors. Final selection of director nominees for election remains within the sole discretion of our board of directors.

Depth of experience, fitness and the ability to make meaningful contributions to our board of directors’ oversight of the business and affairs of the Company in addition to a willingness to exercise independent judgment, and an impeccable reputation for honest and ethical conduct that align with our core values, are important factors when identifying opportunities to add new directors to our board of directors. Additionally, in identifying new director candidates, our board of directors evaluates a candidate’s time commitments to ensure the appropriate amount of time, energy, and care is given to the needs of our business.

Our nominating and corporate governance committee may identify potential director candidates by asking current directors and executive officers for their recommendations of persons they believe possess the right mix of criteria and qualifications, and are prepared to represent the best interests of the Company and our stockholders. Our nominating and corporate governance committee may also engage firms that specialize in identifying director candidates. Director nominations also may be made at the recommendation of stockholders pursuant to our Bylaws.

Our nominating and corporate governance committee will evaluate candidates for nomination for election to the board of directors, including those recommended by stockholders, on a substantially similar basis as it considers other nominees. Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

In connection with the Business Combination, the Company and certain pre-closing equityholders of FOA Equity entered into a Stockholders Agreement (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the “BL Investors”) is entitled to nominate a certain number of directors to the board of directors, based on such holder’s ownership of the voting securities of the Company. Mr. Libman was designated in accordance with the Stockholders Agreement. For additional information on our Stockholders Agreement, see “Transactions with Related Persons—Stockholders Agreement.”

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the board of directors to satisfy its oversight responsibilities effectively in light of its business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the

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information discussed in each of the director nominees’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others:

•	Mr. Libman—our board of directors considered Mr. Libman’s perspective, experience and thorough knowledge of our industry as our founder and Chairman.

•	Ms. Corio—our board of directors considered Ms. Corio’s extensive financial and management experience and her insight from having served on the boards of directors of public and private companies.

•	Mr. Essex—our board of directors considered Mr. Essex’s expertise and experience in marketing, brand strategy and consumer engagement, including as the founding CEO of Droga5.

•	Mr. Gardner—our board of directors considered Mr. Gardner’s experience in legislative affairs, financial services and regulatory policy, including his time serving as a U.S. Senator and a member of the U.S. House of Representatives.

•	Mr. Pratcher—our board of directors considered Mr. Pratcher’s considerable financial and investment background, including as a Managing Director at the RockCreek Group.

•	Mr. West—our board of directors considered Mr. West’s financial and investment expertise and his experience serving on the boards of directors of public and private companies.

Change in Controlled Company Status

Prior to February 27, 2026, the Company was a “controlled company” within the meaning of NYSE corporate governance standards given that entities associated with Blackstone Inc. (“Blackstone,” and such entities, collectively, the “Blackstone Investors”) and the BL Investors were Principal Stockholders, under the Stockholders Agreement, that controlled a majority of the combined voting power of all classes of the Company’s stock entitled to vote generally. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the board of directors consist of independent directors, (2) that the board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

The Company ceased to be a “controlled company” within the meaning of NYSE corporate governance standards on February 27, 2026 after completing a repurchase of all the Company’s Class A Common Stock and Class B Common Stock held by the Blackstone Investors and all of the Class A LLC Units held by the Blackstone Investors. See “Transactions with Related Persons—Repurchase of Equity Owned by Blackstone Investors” herein. A majority of independent directors already comprise the board of directors. Following such repurchase, the Company will have 90 days to cause its compensation committee and nominating and corporate governance committee to be composed of a majority of independent directors. By February 27, 2027, the Company will be required to cause its compensation committee and nominating and corporate governance committee to be composed entirely of independent directors. Until the Company comes fully into compliance with such requirements, you will not have the same protections afforded to stockholders of companies that are subject to and fully compliant with all of these corporate governance requirements. However, as described in further detail below under “—Board Committees and Meetings,” upon the recommendation of the nominating and corporate governance committee, the board of directors has resolved that, effective upon the Annual Meeting, contingent upon the reelection of the Nominees to the board of directors at the Annual Meeting, changes will be made to the composition of the compensation committee and the nominating and corporate governance committee to cause such committees to be composed entirely of independent directors within the timeframe required by the NYSE corporate governance standards due to the Company no longer qualifying as a “controlled company.”

Board Committees and Meetings

The board of directors has established an audit committee, compensation committee and nominating and corporate governance committee. The responsibilities of each committee are described below. The composition of the audit committee satisfies the NYSE listing standards and the independence standards of Rule 10A-3 of the Securities

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Exchange Act of 1934 (as amended, the “Exchange Act”). The board of directors may also establish from time to time any other committees that it deems necessary or desirable.

Members serve on these committees until their resignation or until otherwise determined by the board of directors.

Each of the standing committees of the board of directors discussed below operate under written charters. The charters for our audit committee, compensation committee and nominating and corporate governance committee are available on our investor-oriented website under https://ir.financeofamericacompanies.com/corporate-governance/governance-documents/. The information contained on, or accessible from, our investor-oriented website is not a part of this report by reference or otherwise.

The following table summarizes the current membership of each of the Board’s committees.

Audit

Committee

Compensation

Committee

Nominating and

Corporate

Governance

Committee

Director

Brian L. Libman

Chair

Norma C. Corio

Chair

Andrew Essex

Cory S. Gardner

Tyson A. Pratcher

Lance N. West

All directors are expected to make their best effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2025, the Board held six meetings, the audit committee held seven meetings, the compensation committee held three meetings and the nominating and corporate governance committee held two meetings. During fiscal year 2025, all of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee. Additionally, four of our seven directors serving as directors at the time of the 2025 annual meeting of stockholders attended such meeting. One director serving as a director at the time of the 2025 annual meeting of stockholders was not renominated for another term as a director at the 2025 annual meeting of stockholders and the number of authorized directors was reduced from seven to six at the time of the 2025 annual meeting of stockholders. Messrs. Essex and Gardner were appointed to the Board on March 19, 2025 and therefore did not attend any Board or committee meetings in fiscal year 2025 prior to their appointment.

Upon the recommendation of the nominating and corporate governance committee, the board of directors has resolved that, effective upon the Annual Meeting, contingent upon the reelection of the Nominees to the board of directors at the Annual Meeting, changes will be made to the composition of the compensation committee and the nominating and corporate governance committee to cause such committees to be composed entirely of independent directors within the timeframe required by the NYSE corporate governance standards due to the Company no longer qualifying as a “controlled company,” as described under “—Board Nomination Process, Identifying Nominees for Election to the Board—Change in Controlled Company Status.”

The following table summarizes the membership of each of the Board’s committees that will go into effect upon the occurrence of the Annual Meeting, contingent upon the reelection of the Nominees to the Board at the Annual Meeting:

Audit

Committee

Compensation

Committee

Nominating and

Corporate

Governance

Committee

Director

Brian L. Libman

Norma C. Corio

Chair

Andrew Essex

Cory S. Gardner

Chair

Tyson A. Pratcher

Chair

Lance N. West

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Audit Committee

Our audit committee consists of Ms. Corio and Messrs. Gardner and Pratcher, with Ms. Corio serving as chair. Ms. Corio and Messrs. Gardner and Pratcher qualify as independent directors under the NYSE listing standards and the independence standards of Rule 10A-3 of the Exchange Act. Our board of directors has determined that Ms. Corio qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that all members of the audit committee satisfy the financial literacy requirements of the NYSE.

Our audit committee is responsible for, among other things:

•	selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

•	assisting the board of directors in evaluating the qualifications, performance and independence of our independent auditors;

•	assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

•	assisting the board of directors in monitoring our compliance with legal and regulatory requirements;

•	reviewing the adequacy and effectiveness of our internal control over financial reporting processes;

•	assisting the board of directors in monitoring the performance of our internal audit function;

•	monitoring the performance of our internal audit function;

•	reviewing with management and our independent auditors our annual and quarterly financial statements;

•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

•	preparing the audit committee report that the rules and regulations of the SEC require to be included in our annual proxy statement.

Compensation Committee

Our compensation committee consists of Messrs. Libman, Essex, Pratcher and West, with Mr. Libman serving as chair. Upon the recommendation of the nominating and corporate governance committee, the board of directors has resolved that, effective upon the Annual Meeting, contingent upon the reelection of the Nominees to the board of directors at the Annual Meeting, the size of the compensation committee will be reduced from four members to three members, Mr. Libman will step down from the compensation committee and Mr. Pratcher will be appointed as chair of the compensation committee.

The compensation committee is responsible for, among other things:

•

reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO’s compensation level based on such evaluation;

•	reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives and other benefits;

•	reviewing and recommending the compensation of our directors;

•	to the extent applicable, reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure required by SEC rules;

•	preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and

•	reviewing and making recommendations with respect to our equity compensation plans.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Libman and Essex, with Mr. Libman serving as chair. Upon the recommendation of the nominating and corporate governance committee, the board of directors has resolved that, effective upon the Annual Meeting, contingent upon the reelection of the Nominees to the board of directors at the Annual Meeting, Mr. Libman will step down from the nominating and corporate governance committee, Mr. Gardner will fill the vacancy left by Mr. Libman and Mr. Gardner will be appointed as chair of the nominating and corporate governance committee.

The nominating and corporate governance committee is responsible for, among other things:

•	assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;

•	overseeing the evaluation of the board of directors and management;

•	reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and

•	recommending members for each committee of our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. We are party to certain transactions with affiliates of the BL Investors as described in “Transactions with Related Persons.”

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, which is posted on our investor-oriented website at https://ir.financeofamericacompanies.com/corporate-governance/governance-documents/. Our Code of Business Conduct and Ethics contains our “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our investor-oriented website.

Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our board of directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our nominating and corporate governance committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our board of directors. Our Corporate Governance Guidelines are available on our investor-oriented website at https://ir.financeofamericacompanies.com/corporate-governance/governance-documents/.

Securities Trading Policy

We have adopted a securities trading policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as the Company itself that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE listing standards. Our securities trading policy is available as Exhibit 19.1 to our Annual Report on Form 10-K filed on March 13, 2026 (the “2025 Form 10-K”).

Hedging Policy

Our securities trading policy prohibits company personnel and their related persons from engaging in any transactions involving any derivatives, including trading in futures and derivative securities, or hedging activities, including options, warrants, puts, call or other similar arrangements or instruments designed to hedge or offset

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decreases in the market value of securities, related to the Company’s securities. Further, our securities trading policy provides that Company personnel and their related persons are prohibited from initiating any transactions that involve pledging any Company securities as collateral for a loan or holding Company securities as security in a margin account after the adoption of the policy.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. Brian L. Libman presides at the executive sessions. In addition, at least once a year, the independent directors will meet in a private session that excludes management and any non-independent directors.

Leadership Structure

The positions of Chairman of the Board and Chief Executive Officer of the Company are currently held by separate persons, with Brian L. Libman serving as Chairman and Graham A. Fleming serving as Chief Executive Officer. As provided in our Corporate Governance Guidelines, the Board does not have a policy on whether or not the roles of Chairman and Chief Executive Officer should be separate. Accordingly, the board of directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board believes that Mr. Libman is best situated to serve as Chairman and that the Company’s current separated roles of Chairperson and Chief Executive Officer is appropriate. Mr. Libman has extensive experience in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. Mr. Fleming has served as our Chief Executive Officer since April 2023. Mr. Fleming joined FOA in 2013 and served as President from late 2020 until he was named CEO in April 2023.

Whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may elect from among themselves a Lead Director of the Board. Following nomination by the nominating and corporate governance committee, the Lead Director will be elected by a plurality vote and should generally serve in such capacity for a minimum of one year. Service as Lead Director, however, generally should not exceed five consecutive years but is subject to the Board’s discretion to set other guidelines in specific instances. The responsibilities of the Lead Director (if one has been elected) shall be determined from time to time by the Board, upon the recommendation of the nominating and corporate governance committee.

Communications with the Board

As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the audit, nominating and corporate governance and compensation committees, any then-serving Lead Director or the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Chief Legal Officer, 5830 Granite Parkway, Suite 400, Plano, Texas 75024, who will forward such communication to the appropriate party.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business. The Board exercises direct oversight of strategic risks to the Company in regular coordination with the Company’s management. The audit committee reviews guidelines and policies governing the process by which senior management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures. The compensation committee oversees risks relating to the Company’s compensation policies and practices. The nominating and corporate governance committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure and corporate governance. Each committee charged with risk oversight reports to the Board on those matters.

Corporate Responsibility Overview

Our People

As of December 31, 2025, we had 784 U.S.-based employees. Of these, there were 782 full-time and two part-time employees. As of December 31, 2025, we also had 48 contractors in the U.S. and 93 contractors in the Philippines.

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None of our employees are represented by a labor union, and we consider our employee relations to be good. Our long-term success as an organization depends upon our ability to maintain and develop our human capital.

We strive to promote a strong culture across our business that is driven by our core values: (1) be customer obsessed, they are why we exist, (2) raise the bar, (3) take extreme ownership, (4) practice genuine collaboration, and (5) unleash your excellence. These values drive our actions and decisions every day, fostering a culture of trust, collaboration, and excellence and ensuring our employees work together effectively. These objectives are accomplished through an emphasis on training and development and the provision of a comprehensive benefits package with a focus on physical and mental wellness.

Employee Training and Development

We have implemented internal training sessions, development workshops, and messaging to align around and emphasize our core values. These programs explore in detail what each of our core values entails, why it is important, and how employees can take actions to embrace each of our core values in their performance of their roles on a daily basis.

Further, all new employees are assigned a series of training courses during onboarding, spanning topics such as ethics and insider trading, and are required to attest to our core Company policies such as our information security policy. Such policies are also accessible to employees on the Company’s intranet site. New loan officers also participate in a comprehensive six-week instructor-led onboarding program called “Sales Academy” that encompasses practical training, real-time engagement with live leads, and personalized one-on-one coaching to our licensed reverse mortgage originators. This structured onboarding process is carefully crafted to acquaint new hires with the Company’s culture, policies, procedures, systems, and the specifics of their roles and responsibilities. The primary objective is to equip employees with the essential knowledge, skills, and resources needed to adjust quickly to their new work environment, enabling them to make meaningful contributions to the organization’s objectives.

Additionally, we have a robust compliance training program that covers an array of legal and regulatory topics. All consumer-facing employees are assigned required courses that educate them on compliance with consumer protection laws for the industries in which we operate. Required compliance training is reviewed not less than annually by representatives of the Compliance and Legal departments to ensure that necessary topics are included and that courses are assigned to all employees who are required to, or would benefit from, the training.

We also require our entire workforce to complete discrimination and harassment prevention training courses on an annual basis to ensure they understand what constitutes unlawful sexual harassment and discrimination, employees’ rights, and available forums for adjudicating complaints. We send quarterly reminders to employees about the Company’s anonymous hotline and encourage employees to utilize the hotline to report complaints and concerns.

FOA utilizes a modern learning management platform that houses our centralized training and organizational development content. Compliance with consumer protection regulations is supported by robust technology and monitored by our Compliance department.

Employee Benefits and Wellness

We offer many benefits and wellness resources to our employees, including but not limited to our Employee Assistance Program, health insurance, dental insurance, vision insurance, life insurance, pet insurance, identity protection, flexible spending accounts and 401(k) plans with an employer match. We also offer paid time off or flex time off programs to full-time employees and an employee stock purchase plan. We partner with a leave of absence administration vendor to ensure efficient processing and management of leave requests. We carefully coordinate these available resources and ensure employees are aware of available resources. We also monitor the types of benefits available in the market and consider adding new benefits from time to time in order to better meet the needs of our employees.

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Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers.


Name	Age	Principal Occupation and Other Information
Graham A. Fleming	56	Graham A. Fleming joined the Company in December 2013 and has served as Chief Executive Officer since April 2023. Prior to his current role, Mr. Fleming served as Interim Chief Executive Officer from July 2022 to April 2023 and as President from October 2020 to April 2023. Additionally, Mr. Fleming served as Interim Chief Financial Officer from October 2023 to November 2023. Throughout his tenure with the Company, Mr. Fleming has also acted as Chief Administrative Officer at each of the Company’s operating subsidiaries, overseeing Finance, Treasury, Risk, Compliance and Corporate Administration. Prior to joining the Company, Mr. Fleming founded and served as the President of Icon Residential Lenders. Prior to that, Mr. Fleming served as the Chief Financial Officer of AMRESCO Residential Mortgage. Mr. Fleming brings over 25 years of experience in the mortgage lending business including extensive expertise in strategic planning, accounting and financial management, quality control and risk management, secondary operations and capital markets. Mr. Fleming attended the Dublin Business School, Ireland and is a Chartered Certified Accountant.

Kristen N. Sieffert	45	Kristen N. Sieffert joined the Company in January 2012 and was appointed to President of the Company in April 2023. Ms. Sieffert has served as Head of Enterprise Consumer Direct at Finance of America Holdings LLC since April 2022 and as President of the Company’s subsidiary, Finance of America Reverse LLC (“FAR”) since 2015. In her role as President of FAR, Ms. Sieffert has been responsible for growth and innovation in the Company’s reverse mortgage business. Prior to her role as President of FAR, Ms. Sieffert served as chief operating officer of FAR. Before joining FAR in 2012, Ms. Sieffert served as acting president for San Diego-based EquiPoint Reverse Mortgage and vice president for operations at One Reverse Mortgage. Ms. Sieffert began her reverse mortgage career in 2004 with Financial Freedom Senior Funding Corp. She earned a B.A. in Political Science from the University of California, Los Angeles (UCLA).

Matthew A. Engel	58	Matthew A. Engel joined the Company in October 2023 and was appointed Chief Financial Officer in November 2023. Mr. Engel will assume the additional role of principal accounting officer as of May 15, 2026. Prior to joining the Company, Mr. Engel served as Chief Financial Officer of Bloom Retirement Holdings Inc., formerly known as American Advisors Group, a former leading reverse mortgage originator. Prior to that role, Mr. Engel held various senior positions in accounting and finance at Newmark Knight Frank, H&R Block, Inc. and DST Systems, Inc. Mr. Engel began his career as a staff auditor at PricewaterhouseCoopers LLP. Mr. Engel brings over 35 years of financial services experience with extensive experience in the reverse mortgage industry, corporate financial planning and analysis, financial reporting, and accounting. Mr. Engel holds a B.A. in Accounting from the University of Northern Iowa.

Jeremy E. Prahm	48	Jeremy E. Prahm joined the Company in December 2015 as Senior Managing Director across numerous segments of our business, including our portfolio management, forward mortgage, reverse mortgage, and commercial businesses. Mr. Prahm was appointed as Chief Investment Officer of the

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PROPOSAL NO. 2—NON-BINDING VOTE ON EXECUTIVE COMPENSATION

The Company is requesting that stockholders vote, on a non-binding basis, to approve the compensation of our named executive officers as disclosed in the Executive Compensation section of this Proxy Statement and the tabular executive compensation disclosure, including the “Summary Compensation Table” and accompanying narrative disclosure. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote. In 2022, our board of directors recommended, and our stockholders approved, an annual vote, on a non-binding basis, to approve the compensation of our named executive officers. Accordingly, we intend to conduct future advisory votes on the compensation of our named executive officers every year. The next advisory say-on-pay frequency vote is scheduled for 2028.

The text of the resolution in respect of Proposal No. 2 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and related narrative discussion, is hereby APPROVED.”

As described in the Executive Compensation section of this Proxy Statement, our executive compensation programs and underlying principles, as developed and administered by the compensation committee, are designed to provide competitive pay opportunities to support the attraction and retention of highly qualified executives while promoting our core values. Our executive compensation programs are structured to be consistent with our pay for performance philosophy and utilize performance measures that are intended to align the executive team’s incentives with the long-term interests of the Company and its stockholders.

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in the Executive Compensation section for Finance of America Companies Inc., as well as the discussion regarding the compensation committee presented in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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2025 EXECUTIVE COMPENSATION

The following tables contain compensation information with respect to the named executive officers for the year ended December 31, 2025.

Summary Compensation Table

The following table provides summary information concerning compensation to or on behalf of our named executive officers for the fiscal years indicated.


Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾⁽⁴⁾	Option Awards ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Graham A. Fleming Chief Executive Officer	2025	850,000	1,500,000	2,062,512	2,510,000	10,500	6,933,012
Graham A. Fleming Chief Executive Officer	2024	850,000	687,500	1,424,000	1,460,000	10,350	4,431,850
Kristen N. Sieffert President	2025	650,000	1,200,000	1,837,516	1,882,500	11,700	5,581,716
Kristen N. Sieffert President	2024	650,000	612,500	890,000	1,095,000	11,550	3,259,050
Jeremy E. Prahm Chief Investment Officer	2025	850,000	1,500,000	2,062,512	2,510,000	10,500	6,933,012
Jeremy E. Prahm Chief Investment Officer	2024	850,000	687,500	1,424,000	1,460,000	10,350	4,431,850

(1)	The amounts in the “Salary” column represent the base salary earned by each named executive officer.

(2)

The amounts in the “Bonus” column represent annual bonus awards, which have been or will be paid in (i) fiscal year 2026 with respect to the named executive officer’s fiscal year 2025 performance and (ii) in fiscal year 2025 with respect to the named executive officer’s fiscal year 2024 performance.

(3)

A portion of the stock awards granted in 2025 and the stock awards granted in 2024 are in the form of restricted stock units (“RSUs”) that vest ratably over a prospective three-year period, subject to the named executive officer’s continued employment on the vesting date, and amounts reflect the aggregate grant date fair value of the RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions made in determining values with respect to RSU awards are disclosed in Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K.

(4)

On November 12, 2025, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 700,000, 400,000 and 700,000 Class B Units of FOA Equity (“Class B LLC Units” or “Incentive Units”), respectively. The Incentive Units vest upon the occurrence of a performance condition that was not deemed probable on the grant date. Accordingly, no value is included in the table for these awards. Further, even assuming achievement of the performance condition, no value has been assigned to the Incentive Units by the Company, as the value would depend upon assumptions with a high degree of uncertainty, including assumptions regarding the date the performance condition occurs and the fair market value of the Class A Common Stock on such date. For additional information regarding the Incentive Units, see “—Narrative Disclosure to Summary Compensation Table—2025 Named Executive Officer Compensation—Incentive Units.”

(5)

The option awards granted in 2025 are in the form of options to purchase shares of Class A Common Stock (referred to herein as “Stock Options”) and vest ratably over a prospective three-year period, subject to the named executive officer’s continued employment on the vesting date. The option awards granted in 2024 are in the form of options to purchase Class A LLC Units exchangeable for shares of Class A Common Stock (referred to herein as “Unit Options” and together with Stock Options, “Options”) and vest at the end of a prospective two-year period, subject to the named executive officer’s continued employment on the vesting date. Amounts reflect the aggregate grant date fair value of the option awards calculated in accordance with Topic 718. The assumptions made in determining values with respect to option awards are disclosed in Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K.

(6)	For each named executive officer, the amounts in the “All Other Compensation” column include Company 401(k) matching contributions. For Ms. Sieffert, the amounts in the “All Other Compensation” column also include remote work business stipends totaling $1,200.

Narrative Disclosure to Summary Compensation Table

2025 Named Executive Officer Compensation

Base Salaries

We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries are reviewed annually and may be increased in light of the individual performance of a named executive officer, company performance, or changes in the executive’s position within our business, the scope of his or her responsibilities and his or her tenure with the Company. Our named executive officers did not receive any adjustments to their base salaries for 2024 or 2025.

Salary Continuation Agreement

The Company entered into a salary continuation agreement with Jeremy E. Prahm on December 2, 2015, which provides the Company the option to pay Mr. Prahm his regular salary and any benefits (excluding bonus or other incentive compensation) for a period of the Company’s choosing (not to exceed 6 months from the date of

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termination) in exchange for Mr. Prahm’s agreement to abide by certain restrictive covenants, including noncompetition, non-solicitation and confidentiality provisions. The agreement would be triggered by his voluntary separation from the Company and not by any other type of separation.

None of our other named executive officers are party to any arrangement that provides for severance benefits.

Annual Cash Incentive Compensation

Our named executive officers were eligible to earn an annual cash incentive award targeted at an amount equal to a specified percentage of such named executive officer’s base salary. Awards to named executive officers were tied primarily to Company performance with some variability due to business unit performance. For 2025, target incentive payout amounts for each of the named executive officers were as follows:


Named Executive Officer	2025 Base Salary ($)	Annual Incentive Target % of Base Salary	Annual Incentive Target Payout ($)	Annual Incentive Awarded ($)
Graham A. Fleming	850,000	147%	1,250,000	1,500,000
Kristen N. Sieffert	650,000	185%	1,200,000	1,200,000
Jeremy E. Prahm	850,000	147%	1,250,000	1,500,000

The compensation committee, in its sole discretion, approves each named executive officer’s annual cash incentive award payout. For 2025, these decisions were based primarily on the compensation committee’s assessment of such named executive officer’s individual performance, operational performance of the business functions for which they have responsibility, and the officer’s potential to enhance and contribute to our equity owners’ long-term interests. In evaluating these factors, members of the compensation committee relied upon their judgment to determine the ultimate amount of a named executive officer’s annual cash incentive payment that the compensation committee believed was necessary to properly incentivize the named executive officer to seek to achieve our objectives and reward a named executive officer for achieving those objectives over the course of the year. Key factors the compensation committee considered in making such determination with respect to Mr. Fleming were his role in overseeing the operations of the Company and his leadership on the strategic direction of the Company generally. Key factors that the compensation committee considered in making such determination with respect to Ms. Sieffert were her leadership in the Company’s development and enhancement of its unified modern retirement solutions platform. Key factors the compensation committee considered in making such determination with respect to Mr. Prahm were his role in overseeing and managing the strategic direction of the Company’s Portfolio Management segment.

Long-Term Equity Incentives

The Company maintains the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) to provide employees and directors of FOA with additional incentives to promote the long-term growth and performance of the Company and to further align the interests of our directors and management with the interests of our stockholders by increasing their ownership interests in the common stock of the Company. The Omnibus Plan is administered by the compensation committee.

In 2025, as a long-term incentive, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a RSU grant of 98,874, 88,088 and 98,874 units, respectively. Such RSUs vest ratably over a prospective three-year period, subject to the grantee’s continued employment on the vesting date. See “Summary Compensation Table—Stock Awards” for the grant date fair value of each named executive officer’s RSU award.

Incentive Units

On November 12, 2025, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 700,000, 400,000 and 700,000 Incentive Units. The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Plan), subject to the grantee’s continued employment on the vesting date. Upon vesting, the Incentive Units will convert into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Class A Common Stock as of the vesting date over the closing price of the Class A Common Stock on the date of grant. Upon vesting and converting into Class A LLC Units, each such Class A LLC Unit will be immediately exchangeable for a share of Class A Common Stock. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant. The Incentive Units are not vested as of April 7, 2026.

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Pursuant to Topic 718, expenses related to stock based compensation awards are recognized based on the associated vesting conditions and grant date. As described above, the Incentive Units vest upon occurrence of the consummation of a Change in Control, which is considered a performance condition as defined by Topic 718. The Company cannot conclude that it is probable that a Change in Control will occur until the date of consummation of a Change in Control because such an event is fundamental to the Company’s organizational structure, is outside the Company’s control and is subject to significant external contingencies with a high degree of uncertainty. Therefore, the Company will not recognize a liability or record associated compensation cost for the Incentive Units unless and until a Change in Control occurs. As a result, the Incentive Units had no impact on the Company’s consolidated financial statements for the year ended December 31, 2025, as disclosed in Note 26 (Equity) to the Consolidated Financial Statements in the 2025 Form 10-K.

Unit Options

On November 7, 2024, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 200,000, 150,000 and 200,000 Unit Options. The Unit Options vest on November 7, 2026, the second anniversary from the date of grant (subject to the named executive officer’s continued employment on the vesting date), are exercisable for a period ending on November 7, 2029, five years from the date of grant, and have an exercise price of $25.00 per Unit Option. No Unit Options were granted in 2025.

Stock Options

On December 19, 2025, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 200,000, 150,000 and 200,000 Stock Options. The Stock Options vest in one-third increments on the first, second and third anniversaries from the date of grant (subject to the named executive officer’s continued employment on the vesting date), are exercisable for a period ending on December 19, 2030, five years from the date of grant, and have an exercise price of $25.00 per Stock Option. No Stock Options were granted in 2024.

Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We do not have a formal policy regarding the timing of awards of options in relation to the disclosure of material nonpublic information. The Board does not grant option awards as part of its annual grant of long-term incentive awards or on any predetermined schedule. Instead, the Board may grant option awards from time to time in its discretion on an ad hoc basis in connection with significant projects, initiatives and/or goals. The Board and the compensation committee take into account all available information, which may include material nonpublic information, when determining the timing and terms of such an award. The timing of an option award depends upon the timing of the related significant project, initiative and/or goal, which significant project, initiative and/or goal may itself be material nonpublic information. The number of options granted, the exercise price, the vesting date and the expiration date of the option awards are determined with the goals of awarding executives for their achievements and incentivizing future performance. The Board and the compensation committee take into account all available information, including material nonpublic information, to align the terms of the option awards with those goals.

Recovery Analysis

As a result of the restatement of our previously issued audited consolidated financial statements as of and for the year ended December 31, 2024, as described in the Form 10-K/A filed by the Company on May 20, 2025 (the “2024 Form 10-K/A”), the Company conducted a recovery analysis for the relevant period, as contemplated by Rule 10D-1 under the Exchange Act, NYSE listing standards and in accordance with the Company’s Incentive Compensation Clawback Policy. Based on this analysis, the Company’s compensation committee concluded that no recovery of incentive-based compensation was required as a result of the restatement because no incentive-based compensation was awarded or would have been received by any person subject to such clawback policy based on the items covered by the restatement during the relevant recovery period, and thus, there was no erroneously awarded compensation.

Earnout Rights

The UFG Holdings LLC Management Long-Term Incentive Plan (the “MLTIP”) was established by UFG Holdings LLC (“UFG”), the Company’s predecessor holding company, on January 1, 2015 to provide an incentive to key employees to continue in the employment of UFG and to improve the growth and profitability of UFG. In

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connection with the execution of the transaction agreement, by and among Replay, FOA Equity, and the other parties thereto, dated as of October 12, 2020 (the “Transaction Agreement”), UFG adopted the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the “A&R MLTIP”), effective as of the date the Transaction Agreement was executed, which amended and restated the MLTIP. The A&R MLTIP is administered by the compensation committee of the Company, such administrative body being referred to herein as the “Administrator.”

Under the terms of the A&R MLTIP, participants (including Mr. Fleming, Ms. Sieffert and Mr. Prahm) were entitled to receive, subject to the terms and conditions of the A&R MLTIP, certain consideration for the cancellation of legacy phantom units previously granted to such participants under the MLTIP. Such consideration included the right to receive additional shares of Class A Common Stock upon the occurrence of, at any time during the six years following the closing of the Business Combination, (i) the average trading price of our Class A Common Stock meeting or exceeding $125.00 (accounting for adjustment for the Company’s 10:1 reverse stock split effective on July 25, 2024) for any 20 trading days within a period of 30 consecutive trading days (the date when the foregoing is first satisfied, the “First Earnout Achievement Date”) or (b) the average trading price of our Class A Common Stock meeting or exceeding $150.00 (accounting for adjustment for the Company’s 10:1 reverse stock split effective on July 25, 2024) for any 20 trading days within a period of 30 consecutive trading days (the date when the foregoing is first satisfied, the “Second Earnout Achievement Date” and together with the First Earnout Achievement Date, each an “Earnout Date;” such rights collectively, the “Earnout Rights”). The Earnout Rights will be settled promptly following the applicable Earnout Date. As of April 7, 2026, no Earnout Date has previously occurred.

The Earnout Rights were issued pursuant to the Omnibus Plan and each is considered a “Substitute Award” for purposes thereof. In the sole discretion of the compensation committee, the obligations to issue shares of Class A Common Stock may be fully or partially satisfied by the Company causing the Employer to make a cash payment equal to the fair market value of all or some portion of the Class A Common Stock otherwise required to be issued.

In connection with the Business Combination, the Company entered into an LTIP Award Settlement Agreement (the “LTIP Award Settlement Agreement”), dated as of October 12, 2020, by and among the Company, FOA Equity, and certain applicable stockholders, including the BL Investors. In connection with the settlement of any Earnout Rights, certain applicable stockholders party to the LTIP Award Settlement Agreement will deliver to the Company Class A LLC Units and shares of Class A Common Stock, as applicable, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement.

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Outstanding Equity Awards at 2025 Fiscal Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.


	Option Awards						Stock Awards
Name	Option / Stock Award Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾ ($)
Graham A. Fleming	6/17/2021	—	—	—	—	—	—	—	13,680⁽⁸⁾	331,193
	3/31/2023	—	—	—	—	—	40,322⁽⁵⁾	976,196	—	—
	4/1/2024	—	—	—	—	—	133,334⁽⁶⁾	3,228,016	—	—
	11/7/2024	—	200,000⁽³⁾	—	25	11/7/2029	—	—	—	—
	4/1/2025	—	—	—	—	—	98,874⁽⁷⁾	2,393,740	—	—
	11/12/2025	—	—	—	—	—	—	—	700,000⁽⁹⁾	839,990⁽¹⁰⁾
	12/19/2025	—	200,000⁽⁴⁾	—	25	12/19/2030	—	—	—	—
Kristen N. Sieffert	6/17/2021	—	—	—	—	—	—	—	7,200⁽⁸⁾	174,312
	3/31/2023	—	—	—	—	—	13,440⁽⁵⁾	325,382	—	—
	4/1/2024	—	—	—	—	—	83,334⁽⁶⁾	2,017,516	—	—
	11/7/2024	—	150,000⁽³⁾	—	25	11/7/2029	—	—	—	—
	4/1/2025	—	—	—	—	—	88,088⁽⁷⁾	2,132,610	—	—
	11/12/2025	—	—	—	—	—	—	—	400,000⁽⁹⁾	479,987⁽¹⁰⁾
	12/19/2025	—	150,000⁽⁴⁾	—	25	12/19/2030	—	—	—	—
Jeremy E. Prahm	6/17/2021	—	—	—	—	—	—	—	8,640⁽⁸⁾	209,174
	3/31/2023	—	—	—	—	—	40,322⁽⁵⁾	976,196	—	—
	4/1/2024	—	—	—	—	—	133,334⁽⁶⁾	3,228,016	—	—
	11/7/2024	—	200,000⁽³⁾	—	25	11/7/2029	—	—	—	—
	4/1/2025	—	—	—	—	—	98,874⁽⁷⁾	2,393,740	—	—
	11/12/2025	—	—	—	—	—	—	—	700,000⁽⁹⁾	839,990⁽¹⁰⁾
	12/19/2025	—	200,000⁽⁴⁾	—	25	12/19/2030	—	—	—	—

(1)	For better understanding of this table, this column has been added to show the grant date of all option and stock awards outstanding at 2025 fiscal year-end.

(2)	Amounts reported are based on the closing price per share of our Class A Common Stock on the NYSE as of December 31, 2025, the last trading day of the fiscal year, of $24.21.

(3)	Represents Unit Options that will vest on the second anniversary of November 7, 2024, subject to such holder’s continued employment.

(4)	Represents Stock Options that will vest in one-third increments on the first, second and third anniversaries of December 19, 2025, subject to such holder’s continued employment.

(5)	Represents RSUs that will vest on the third anniversary of April 1, 2023, subject to such holder’s continued employment.

(6)	Represents RSUs that will vest on the second and third anniversaries of April 1, 2024, subject to such holder’s continued employment.

(7)	Represents RSUs that will vest on the first, second and third anniversaries of April 1, 2025, subject to such holder’s continued employment.

(8)	Reflects Earnout Rights granted in 2021.

(9)

Reflects Incentive Units granted in 2025. The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Plan), subject to the grantee’s continued employment on the vesting date. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant.

(10)

Upon vesting, the Incentive Units will convert into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Class A Common Stock as of the vesting date over the closing price of the Class A Common Stock on the date of grant. For purposes of this calculation, the closing price per share of our Class A Common Stock on the NYSE as of December 31, 2025, the last trading day of the fiscal year, of $24.21, was used as the fair market value of the Class A Common Stock as of the vesting date. The closing price per share of our Class A Common Stock on the NYSE as of November 12, 2025, the date of grant, was $23.01. As a result, the fair market value of the Class A Common Stock as of the vesting date over the closing price of the Class A Common Stock on the date of grant was determined to be $1.20. Such amount was multiplied by the number of Incentive Units and the product was then divided by $24.21 to determine the number of Class A LLC Units that the Incentive Units would convert into, rounded down to the nearest whole Class A LLC Unit. That number of Class A LLC Units was then multiplied by the price of $24.21 to obtain the final value presented in the table.

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PAY VERSUS PERFORMANCE DISCLOSURE

The “2025 Executive Compensation—Narrative Disclosure to Summary Compensation Table—2025 Named Executive Officer Compensation” section of this Proxy Statement sets forth the factors considered by the compensation committee and the board of directors when reviewing and setting the compensation of our Chief Executive Officer and other named executive officers for the 2025 fiscal year. As required by Item 402(v) of Regulation S-K (the “Rule”), the table below and the related disclosure shows the following information for the past three fiscal years: (i) “total” compensation for our named executive officers (or “NEOs”), including the principal executive officer (or “PEO”), for purposes of the “Summary Compensation Table”; (ii) the “Compensation Actually Paid” to named executive officers (calculated pursuant to the Rule); (iii) our Total Shareholder Return (TSR); and (iv) our Net Income (Loss). Use of the term “compensation actually paid” (CAP) is required by the Rule. Pursuant to the Rule, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table. The calculation of CAP includes, among other things, the revaluation of unvested and outstanding stock awards and option awards. In accordance with the Rule, the value of stock and option awards in a particular year includes:

•	the year-end fair value of the awards granted in the covered fiscal year (e.g., 2025) that are outstanding and unvested as of the end of the covered fiscal year;

•	the change in fair value from the end of the prior fiscal year (e.g., 2024) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; and

•	the change in fair value from the end of the prior fiscal year to the vesting date with respect to any awards granted in prior years that vested in the covered fiscal year.

These valuations are calculated based on the price of the Company’s Class A Common Stock as of a specific date (i.e., the last trading day of the applicable fiscal year or the applicable vesting date) and changes in the price of the Company’s Class A Common Stock can materially impact (positively or negatively) the amount reported as CAP. The amounts actually received will depend upon the Company’s performance and the price of the Company’s Class A Common Stock, including at the time of vesting and at the time vested options are actually exercised, as the case may be. As a result, CAP does not reflect the amount of compensation actually paid, earned or received during the applicable year.

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2025 Pay Versus Performance Table


Year	Summary Compensation Table Total for PEO⁽¹⁾ ($)	Compensation Actually Paid to PEO⁽²⁾ ($)	Average Summary Compensation Table Total for non-PEO NEOs⁽¹⁾ ($)	Average Compensation Actually Paid to non-PEO NEOs⁽²⁾ ($)	Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽³⁾ ($)	Net Income (Loss)⁽⁴⁾ ($ millions)
2025	6,933,012	4,692,090	6,257,364	4,510,649	191	103
2024	4,431,850	12,431,698	3,845,450	10,246,084	221	36
2023	3,009,901	2,691,669	2,354,251	2,149,870	87	(218)

(1)	Mr. Fleming served as our PEO for each of the covered years. The individuals comprising the Non-PEO NEOs for each of the covered years are Ms. Sieffert and Mr. Prahm.

(2)

SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” for fiscal year 2025 (all amounts are averages for the named executive officers other than the principal executive officer):


	Equity Award Adjustments
Year	Executive(s)	Summary Compensation Table Total ($)	Deduct Reported Value of Stock Awards ($)	Deduct Reported Value of Option Awards ($)	Add Year-End Market Value of Unvested Equity Awards Granted in Year ($)	Add Market Value of Equity Awards Granted and Vested in Year ($)	Change in Market Value of Unvested Equity Awards Granted in Prior Years ($)	Change in Market Value of Equity Awards Granted in Prior Years which Vested in Year ($)	Compensation Actually Paid ($)
2025	Graham A. Fleming (PEO)	6,933,012	(2,062,512)	(2,510,000)	5,145,740	—	(1,968,484)	(845,666)	4,692,090
	Average for Non-PEO NEOs	6,257,364	(1,950,014)	(2,196,250)	4,671,175	—	(1,641,158)	(630,468)	4,510,649

(3)

TSR is determined based on the value of an initial fixed investment of $100 using the Class A Common Stock closing price on December 30, 2022; calculated based on changes to the Class A Common Share price from the closing price on December 30, 2022 compared to the closing price on the last day of the respective reporting period.

(4)	Net Income (Loss) as reported in the Company’s financial statements.

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Pay Versus Performance Relationship Descriptions

Relationship between Compensation Actually Paid to our PEOs, the Average of Compensation Actually Paid to Non-PEO NEOs, and, in each case, FOA’s Cumulative TSR. For 2025, as compared to 2024, the compensation actually paid to Mr. Fleming, as our PEO, decreased by 62% to $4.7 million. For 2025, as compared to 2024, the average of the compensation actually paid to the Non-PEO NEOs decreased by 56% to $4.5 million. For 2025, as compared to 2024, the cumulative TSR decreased by 14%. For 2024, as compared to 2023, the compensation actually paid to Mr. Fleming, as our PEO, increased by 362% to $12.4 million. For 2024, as compared to 2023, the average of the compensation actually paid to the Non-PEO NEOs increased by 377% to $10.2 million. For 2024, as compared to 2023, the cumulative TSR increased by 154%.

Relationship Between Compensation Actually Paid to our PEOs, the Average of the Compensation Actually Paid to the Non-PEO NEOs, and, in each case, the Company’s Net Income (Loss). For 2025, as compared to 2024, the compensation actually paid to Mr. Fleming, as our PEO, decreased by 62% to $4.7 million. For 2025, as compared to 2024, the average of the compensation actually paid to the Non-PEO NEOs decreased by 56% to $4.5 million. For 2025, as compared to 2024, Net Income increased by $67 million. Net Income (Loss) included in the Pay Versus Performance table for 2024 and 2025 is as reported in the 2025 Form 10-K. For 2024, as compared to 2023, the compensation actually paid to Mr. Fleming, as our PEO, increased by 362% to $12.4 million. For 2024, as compared to 2023, the average of the compensation actually paid to the Non-PEO NEOs increased by 377% to $10.2 million. For 2024, as compared to 2023, Net Income increased by $254 million. Net Income (Loss) included in the Pay Versus Performance table for 2023 is as reported in the 2024 Form 10-K/A.

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DIRECTOR COMPENSATION

We offer a market-competitive director compensation program for non-employee directors. Our director compensation program provides eligible non-employee directors with an annual compensation package of approximately $200,000, consisting of a quarterly cash retainer of $25,000 and an annual grant of approximately $100,000 in equity compensation. Directors who are employed by us (if any) are not compensated by us for their services as directors. The table below summarizes the compensation earned by each eligible non-employee director for the year ended December 31, 2025.

2025 Director Compensation


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Brian L. Libman	100,000	99,992	199,992
Norma C. Corio	100,000	99,992	199,992
Andrew Essex⁽³⁾	78,611	99,992	178,603
Cory S. Gardner⁽³⁾	78,611	99,992	178,603
Robert W. Lord⁽⁴⁾	37,637	0	37,637
Tyson A. Pratcher	100,000	99,992	199,992
Lance N. West	100,000	99,992	199,992

(1)	Reflects fees earned by the director for the year ended December 31, 2025, whether or not paid in such year.

(2)

The amount reflects the aggregate grant date fair value of the stock awards granted on May 19, 2025, computed in accordance with Topic 718, based on the closing price of our Class A Common Stock on the grant date. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the RSUs. As of December 31, 2025, each of our non-employee directors held an aggregate of 4,570 RSUs, which vest on the earlier of (i) the date of the 2026 Annual Meeting and (ii) May 19, 2026.

(3)	Messrs. Essex and Gardner were appointed to the Board on March 19, 2025 and so their quarterly cash retainers for the quarter ended March 31, 2025 were pro-rated based on the number of days they served on the Board during such quarter.

(4)	Mr. Lord served on the Board until the Company’s 2025 Annual Meeting of Stockholders on May 16, 2025 and so his quarterly cash retainer for the quarter ended June 30, 2025 was pro-rated based on the number of days he served on the Board during such quarter.

Further, upon the recommendation of the compensation committee, the Board has resolved that, effective from and including the date of the Annual Meeting, an additional $25,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the audit committee, an additional $15,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the compensation committee and an additional $10,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the nominating and corporate governance committee.

TABLE OF CONTENTS

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth, as of December 31, 2025, certain information related to our compensation plans under which shares of our Class A Common Stock may be issued. The only plan pursuant to which the Company may currently make additional equity grants is the Omnibus Plan.


Plan Category			Number of securities to be issued upon exercise of outstanding options, warrants and rights

Principal Occupation and Other Information

Brian L. Libman

Brian L. Libman is our Company’s founder and oversees our Company’s business strategy. He has served as the Chairman of our board of directors since April 1, 2021. He is the architect of the Company’s unique business model, and it is his vision that guides the Company. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. Prior to forming FOA Equity in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. Mr. Libman began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nation’s leading alternative mortgage originators and servicers. Through his deep knowledge of the lending space, he invented and was awarded patent: US20070136186A1 for his Automated Loan Evaluation System, which is a system and method for providing a loan pricing model for various lending scenarios. Mr. Libman submatriculated with honors from The Wharton School at the University of Pennsylvania, having earned both his M.B.A. and B.S.E.

Norma C. Corio

Norma C. Corio joined the Company’s board of directors on April 1, 2021. In August 2022, Ms. Corio retired from One Equity Partners (“OEP”) where she served as a Senior Managing Director. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. Ms. Corio previously worked for JPMorgan Chase for over 30 years from October 1982 to March 2013 where she held various positions, including Treasurer (August 2008 through December 2010) and, previously, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. Ms. Corio also held positions in credit and risk management and investor relations. Ms. Corio serves as a member of the board of directors of AlTi Global, Inc. (NASDAQ: ALTI), chairing the Human Capital and Compensation Committee and is a member of the Audit and ESG & Nominating Committees. Additionally, she serves as a director of Cicor Technologies Ltd. (SWX: CICN-CH), a publicly listed company in Switzerland, where she is a

SEC Form DEF 14A filed by Finance of America Companies Inc.