🧾 What This Document Is

This is a proxy statement (Form DEF 14A) for Finance of America Companies Inc. (ticker: FOACW). It's like a detailed agenda and voter guide for the company's annual shareholder meeting. The company is asking its owners (shareholders) to vote on several important matters by proxy (meaning they can vote online, by phone, or by mail without attending the virtual meeting). Think of it as your ballot and instruction manual for the company's yearly "shareholder town hall."

The meeting will be held virtually on Friday, May 15, 2026, at 9:00 a.m. Eastern Time. You can join, ask questions, and vote live at www.virtualshareholdermeeting.com/FOA2026 using the control number from your proxy materials.

🏢 What The Company Does

👉 In simple terms, Finance of America is a specialty finance company that primarily focuses on reverse mortgages (loans for seniors that let them access home equity). They also have other lending and commercial real estate finance businesses. Their main operating subsidiary is Finance of America Reverse LLC (FAR).

🗳️ What You're Voting On (The 3 Key Proposals)

The board wants you to vote "FOR" on all three items:

1. Election of Directors: You're voting to elect the 6 people nominated to the board: Brian L. Libman, Norma C. Corio, Andrew Essex, Cory S. Gardner, Tyson A. Pratcher, and Lance N. West.
2. "Say-on-Pay" (Advisory Vote): You're giving a non-binding opinion on whether the compensation paid to the company's top executives (CEO, President, CIO) is fair. The board will consider your opinion but isn't forced to follow it.
3. Ratify the Auditor: You're confirming the board's choice of BDO USA, P.C. as the company's independent accounting firm for 2026.

👉 Why it matters: These votes shape the company's leadership, oversight, and how it rewards its top team. A strong "FOR" vote signals shareholder confidence.

👥 Who Can Vote & How

• Record Date: You must have owned shares as of the close of business on March 18, 2026.
• Voting Power: Holders of Class A Common Stock get one vote per share. Holders of Class B stock and Series A Preferred Stock have specific, limited voting rights.
• Quorum Needed: To even start the meeting, a majority of the voting power of all shares entitled to vote must be present (in person or by proxy). Abstentions count towards this.
• Vote Required:
  • Directors are elected by plurality (the nominees with the most votes win, even if not a majority).
  • "Say-on-Pay" and auditor ratification need a majority of votes cast.
• Broker Non-Votes: If you hold shares through a broker and don't give voting instructions, your broker can only vote on the auditor ratification (Proposal 3) because it's considered "routine." Brokers can't vote on director elections or "Say-on-Pay" without your instructions.

👉 Action Required: Vote your shares! You can do this online at www.proxyvote.com, by phone at 1-800-690-6903, or by mail using the enclosed proxy card. You need your 16-digit control number. Voting deadline: 11:59 p.m. ET on May 14, 2026.

👨‍💼 Meet the Director Nominees (Proposal 1)

Here's a quick snapshot of the 6 people nominated for the board:

• Brian L. Libman (Age 60): Company Founder & Chairman. The visionary behind the business model. Deep mortgage/specialty finance background (ex-Lehman Brothers, Green Tree). Holds an MBA from Wharton.
• Norma C. Corio (Age 65): Independent Director. Former CFO of American Express Global Business Travel, ex-JPMorgan executive (Treasurer, Restructuring Head). Brings deep financial and governance expertise.
• Andrew Essex (Age 60): Independent Director (Joined March 2025). Senior Managing Partner at Tata Consultancy Services (TCS). Former CEO of Tribeca Film Festival & Droga5 advertising agency. Expert in branding, strategy, and media.
• Cory S. Gardner (Age 51): Independent Director (Joined March 2025). Former U.S. Senator & Congressman. Current President/CEO of NCTA (Internet & TV association). Brings major regulatory, legislative, and policy experience.
• Tyson A. Pratcher (Age 51): Independent Director. Senior Managing Director at Artemis Real Estate Partners. Former Head of Investments at TFO USA, ex-New York State Common Retirement Fund. Expert in real estate and institutional investing.
• Lance N. West (Age 65): Independent Director. Senior Partner at 26North Partners. Former Partner at Centerbridge Partners, ex-Goldman Sachs (Head of Principal Finance). Extensive experience in private equity, finance, and credit markets.

👉 Why it matters: The board provides strategic direction and oversight. This mix includes the founder's vision, financial experts, a branding strategist, a policy heavyweight, and investment veterans.

💰 Executive Pay (Proposal 2 & Key Table)

This section details how much the top executives earned in 2025. Here are the key figures from the "Summary Compensation Table":

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

• Significant Increase: Total compensation for the CEO and CIO jumped from ~$4.4M in 2024 to ~$6.9M in 2025. The President's pay rose from ~$3.3M to ~$5.6M.
• What's Included: Salary, annual bonuses (paid the following year), the grant-date value of stock awards (like RSUs), option awards, and other compensation (mainly 401k match).
• Important Note: Executives also received significant "Incentive Units" (Class B LLC Units) in 2025 that vest based on a performance condition. These weren't valued in the table because the performance goal wasn't deemed probable yet. Their eventual value could be substantial.

👉 Why it matters: You're being asked if these large pay packages (especially the big jumps and equity awards) are justified by company performance. This is the core of "Say-on-Pay."

💸 Major Financial Transactions & Related Parties

The filing details several complex financial deals, many involving major investors (like Blackstone and Blue Owl) and the founder (Brian Libman). Here's the simplified breakdown:

1. Debt Overhaul (Nov 2025): The company exchanged its old 2025 Unsecured Notes for a mix of new Senior Secured Notes (maturing 2026/2027, 8.875%-9.875% interest) and Exchangeable Secured Notes (maturing 2029, 10% interest, exchangeable into stock at $27.50/share).
   • Key Related Party: Brian Libman exchanged ~$77.3M of old notes into the new Secured Notes. He held ~$67.1M of these notes at year-end 2025.
2. Working Capital Loans Paid Off (Aug 2025): The company repaid and terminated its $85M revolving credit facility (Amended Promissory Notes) from Blackstone and Libman affiliates. This was a major source of liquidity.
3. New $20M Loan (Aug 2025): A FAR subsidiary got a new $20M unsecured revolving loan from a Libman affiliate (10% interest, matures Aug 2026).
4. $40M Convertible Notes (Aug 2025): Issued $40M of 0% coupon notes maturing in 2028, convertible into stock at $18/share (first year) or $19/share (after).
   • Key Related Party: Omega Capital Partners (overseen by Leon Cooperman) bought $15M of these.
5. $50M Preferred Stock (Dec 2025): Sold 50,000 shares of Series A Preferred Stock to funds managed by Blue Owl for $50M. Pays 9% dividend (rises to 16% over time), convertible into stock at $35/share, gives Blue Owl potential board rights after 7 years.
   • Why it matters: This significantly strengthened the balance sheet but comes with a high cost (dividends) and potential dilution.
6. Loan Sales to Blue Owl: FAR sold $203.2M of second-lien reverse mortgages and $276.0M of first-lien reverse mortgages/participations to Blue Owl affiliates in 2025 under larger agreements ($600M and $2.5B commitments).
7. Blue Owl Financing Facility: FAR uses a repurchase facility with Blue Owl to finance loans (maturing June 2026, paid $5.3M interest in 2025).

👉 Why it matters: These moves show a major refinancing effort in late 2025 to address debt maturities and secure new capital ( Preferred Stock, Convertibles, Loan Sales). The heavy involvement of major investors like Blue Owl and Blackstone, and founder Brian Libman, in complex deals is crucial governance information for shareholders.

🔮 What's Next & Key Risks

• Near-Term Focus: Successfully integrating the new debt structure and Preferred Stock financing. Managing the company's liquidity and debt maturities (especially the Senior Secured Notes in late 2026/2027).
• Strategic Direction: Continuing to grow the reverse mortgage business (FAR) while navigating the interest rate environment and housing market. The partnership with Blue Owl on product development is notable.
• Key Risks (⚠️):
  • Debt Burden & Liquidity: Despite refinancing, the company carries significant debt with high interest rates (8.875%+). Meeting upcoming maturities (2026/2027) and covenant requirements is critical.
  • Interest Rate & Housing Market Sensitivity: The mortgage business, especially reverse mortgages, is highly sensitive to interest rates and home values.
  • Dependence on Key Relationships: Reliance on financing partners like Blue Owl and Blackstone.
  • Regulation: As a mortgage lender, the company faces significant regulatory oversight.
  • Performance vs. Executive Pay: The large increases in executive pay need to be justified by future performance to satisfy shareholders.

🧠 The Analogy

Think of Finance of America as a homeowner (the company) going through a major financial restructuring. They paid off one risky credit card balance (the Blackstone/Libman working capital notes) using savings from selling valuable art (loan sales to Blue Owl) and by taking out a new, fancy but expensive Preferred Stock loan (from Blue Owl). They also negotiated better terms on their main mortgage (exchanging old debt for new secured/convertible notes), but it still has a high interest rate. Now, the homeowner's association (shareholders) is meeting to vote on the board members, approve the CEO's salary based on the renovated house's value, and confirm the accountant. The big question is: can this homeowner manage the new, complex loans and build enough equity to justify the spending and the costs?

🧩 Final Takeaway

This proxy seeks shareholder votes on directors, executive pay, and auditors during a pivotal year where Finance of America executed a complex financial overhaul involving new debt, preferred stock, and major asset sales. The heavy involvement of key investors and the founder in these transactions underscores the importance of shareholder oversight, while the company faces significant near-term debt maturity and performance challenges.