Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2025

25. Earnings (Loss) Per Share

The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share (in thousands, except share data):


	Year ended
	December 31,
		2025		2024
Basic earnings (loss) per share:
Numerator
Net income from continuing operations		$	109,578	$	40,418
Less: Net income from continuing operations attributable to noncontrolling interest(1)(2)		61,355		22,922
Less: Preferred Stock dividends(3)		196		—
Net income from continuing operations attributable to holders of Class A Common Stock - basic		$	48,027	$	17,496

Net loss from discontinued operations		$	(6,539)	$	(4,727)
Less: Net loss from discontinued operations attributable to noncontrolling interest(1)(2)		(3,551)		(2,719)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic		$	(2,988)	$	(2,008)

Denominator
Weighted average shares of Class A Common Stock outstanding - basic(2)		9,537,237		9,850,903

Basic earnings (loss) per share
Continuing operations		$	5.04	$	1.78
Discontinued operations		(0.32)		(0.21)
Basic earnings per share		$	4.72	$	1.57

(1) The Class A LLC Units, held by certain unitholders (the “Equity Capital Unitholders”), comprise the noncontrolling interest in the Company. Therefore, the numerator was adjusted to reduce net income (loss) by the amount of net income (loss) attributable to noncontrolling interest.

Additionally, the Class B Common Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. The Class B Common Stock has not been included in either the basic or diluted earnings (loss) per share calculations.

(2) The net income (loss) attributable to noncontrolling interest and the weighted average shares of Class A Common Stock outstanding were both affected by the Repurchase Agreement for the year ended December 31, 2025. Refer to Note 23 - Related Party Transactions for additional information.

(3) The numerator for continuing operations was adjusted to reduce net income by the Preferred Stock dividends. The Preferred Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. Refer to Note 26 - Equity for additional information.


	Year ended
	December 31,
		2025		2024
Diluted earnings (loss) per share:
Numerator
Net income from continuing operations attributable to holders of Class A Common Stock - basic		$	48,027	$	17,496
Reallocation of net income from continuing operations assuming exchange or conversion of Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock(1)		49,130		14,260

Exchangeable Secured Notes interest expense, net(2)		9,022		—
Convertible Notes fair value adjustment, net(3)		—		—
Preferred Stock dividends(4)		—		—
Net income from continuing operations attributable to holders of Class A Common Stock - diluted		$	106,179	$	31,756

Net loss from discontinued operations attributable to holders of Class A Common Stock - basic		$	(2,988)	$	(2,008)
Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1)		(2,604)		(2,033)
Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted		$	(5,592)	$	(4,041)

Denominator
Weighted average shares of Class A Common Stock outstanding - basic		9,537,237		9,850,903
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(5)		11,337,959		13,336,437
Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2)		5,337,928		—
Assumed conversion of Convertible Notes for shares of Class A Common Stock(3)		—		—
Assumed conversion of Preferred Stock for shares of Class A Common Stock(4)		—		—
Additional dilutive shares under the treasury stock method(6)		717,621		218,893
Weighted average shares of Class A Common Stock outstanding - diluted(7)		26,930,745		23,406,233

Diluted earnings (loss) per share
Continuing operations		$	3.94	$	1.36
Discontinued operations		(0.20)		(0.18)
Diluted earnings per share		$	3.74	$	1.18

(1) For the years ended December 31, 2025 and 2024, this adjustment assumes the reallocation of noncontrolling interest income (loss), on an after-tax basis, resulting from the assumed exchange or conversion, if dilutive, of all outstanding Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock into shares of Class A Common Stock of FOA as of the beginning of each respective period or, if later, the applicable issuance date. The adjustment is calculated using the if-converted method for diluted earnings (loss) per share.

The assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock was dilutive for the years ended December 31, 2025 and 2024. Accordingly, reallocation adjustments of $41.5 million and $14.3 million to net income from continuing operations attributable to the controlling interest were included in the numerator of diluted earnings per share for the years ended December 31, 2025 and 2024, respectively.

The assumed exchange of all Exchangeable Secured Notes outstanding for shares of Class A Common Stock was dilutive for the year ended December 31, 2025. Accordingly, a reallocation adjustment of $7.6 million to net income from continuing

operations attributable to the controlling interest was included in the numerator of diluted earnings per share for the year ended December 31, 2025.

The assumed conversion of all Convertible Notes outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $1.0 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.

The assumed conversion of all Preferred Stock outstanding for shares of Class A Common Stock was anti-dilutive for the year ended December 31, 2025. Accordingly, the related $0.1 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the year ended December 31, 2025.

(2) As the Exchangeable Secured Notes are participating securities, the Company calculates diluted earnings per share assuming their exchange for shares of Class A Common Stock of FOA using the more dilutive of either the if-converted method or the two-class method. If dilutive, interest expense attributable to the controlling interest related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, is added back to the numerator of diluted earnings per share from continuing operations.

The Company, in its discretion, may elect to settle any exchange of the Exchangeable Secured Notes, in part or in whole, by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange. If dilutive, the denominator of diluted earnings per share assumes that all Exchangeable Secured Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Exchangeable Secured Notes.

The Company had 5,337,928 and 904,239 potentially dilutive shares related to the Exchangeable Secured Notes for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares related to the Exchangeable Secured Notes were anti-dilutive for the year ended December 31, 2024 and were excluded from the computation of diluted earnings per share. Accordingly, $2.1 million of interest expense related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, was not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2024.

(3) As the Convertible Notes are not participating securities, the Company calculates diluted earnings per share assuming their conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the fair value adjustment related to the Convertible Notes, net of income tax effects, is reversed from the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Convertible Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Convertible Notes.

The Company had 913,242 potentially dilutive shares related to the Convertible Notes for the year ended December 31, 2025. The potentially dilutive shares related to the Convertible Notes were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, the $5.7 million fair value adjustment, net of income tax effects, was not reversed from the numerator in calculating diluted earnings per share for the year ended December 31, 2025.

(4) As the Preferred Stock is not a participating security, the Company calculates diluted earnings per share assuming its conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the Preferred Stock dividends are added back to the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Preferred Stock was converted into Class A Common Stock of FOA at the beginning of the reporting period or, if later, the issuance date of the Preferred Stock.

The Company had 66,536 potentially dilutive shares related to the Preferred Stock for the year ended December 31, 2025. The potentially dilutive shares related to the Preferred Stock were anti-dilutive for the year ended December 31, 2025 and were excluded from the computation of diluted earnings per share. Accordingly, $0.2 million of Preferred Stock dividends were not added back to the numerator in calculating diluted earnings per share for the year ended December 31, 2025.

(5) The exchange agreement between FOA, FOA Equity, and the Equity Capital Unitholders (the “Exchange Agreement”) allows for the exchange of Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, on a one-for-one basis for shares of Class A Common Stock of FOA. For the years ended December 31, 2025 and 2024, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method to reflect the provisions of the Exchange Agreement and assumes the Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, exchange their Class A LLC Units on a one-for-one basis for shares of Class A Common Stock of FOA.

(6) The Company had 717,621 and 218,893 dilutive shares from RSUs under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The Company had 1,490,000 and 720,000 potentially dilutive shares from options under the treasury stock method for the years ended December 31, 2025 and 2024, respectively. The potentially dilutive shares from options were anti-dilutive for the years ended December 31, 2025 and 2024 and were excluded from the computation of diluted earnings per share.

(7) As part of the acquisition of certain assets and liabilities from AAG/Bloom, there were originally two forms of contingently issuable Class A LLC Units: 705,841 Class A LLC Units that were equity classified and indemnity holdback units totaling up to 714,226 Class A LLC Units that were originally liability classified.

On October 29, 2024, FOA Equity issued 705,841 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. The diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on a one-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period.

On March 31, 2025, related to the indemnity holdback units, FOA Equity issued 102,611 Class A LLC Units to AAG/Bloom in accordance with the terms of the asset purchase agreement. For the year ended December 31, 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on a one-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period. These indemnity holdback Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the year ended December 31, 2024.

The remaining Class A LLC Units that may be issued to AAG/Bloom on March 31, 2026 is dependent on the dollar amount of indemnified claims FOA pays out on behalf of AAG/Bloom related to litigation liabilities and indemnifiable loan losses. These Class A LLC Units were not included in the diluted weighted average shares outstanding of Class A Common Stock for the years ended December 31, 2025 and 2024.