Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Equity

26. Equity

Preferred Stock

On December 15, 2025 (the “Closing Date”), the Company issued and sold 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), to certain investment funds at a price of $1,000 per share, for an aggregate purchase price of $50.0 million. The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock (together, the “Common Stock”) with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.

The holders of the Preferred Stock are entitled to cumulative dividends, payable in cash quarterly in arrears, at an initial annual rate of 9.0%, which increases to 12.0% on the seventh anniversary of the Closing Date, and by 1.0% on each anniversary of the Closing Date thereafter until reaching a maximum annual rate of 16.0%.

Shares of the 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. The initial conversion price is $35.00, subject to certain anti-dilution adjustments and adjustments for Delayed Redemption Elections (as defined below). On each of the seventh, eighth, and tenth anniversaries of the Closing Date, the conversion price then in effect will be reduced by 15%.

The holders of shares of the 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 no holder will be entitled to voting power greater than 4.9% of the aggregate total voting power of the outstanding shares of Common Stock. The holders of shares of the Preferred Stock are entitled to vote as a separate class with respect to, among other things, certain amendments to the Company’s organizational documents that have a materially adverse and disproportionate effect on the Preferred Stock.

At any time on or following the fourth anniversary of the Closing Date, the Company may redeem all of the Preferred Stock for a per share amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and unpaid dividends. Holders representing a majority of the Preferred Stock may elect to extend (a “Delayed Redemption Election”) the applicable expiration of the non-call period for one year up to three times, provided that the non-call

period cannot be extended past the seventh anniversary of the Closing Date. In the event of such a valid Delayed Redemption Election, the applicable conversion price will increase up to a maximum conversion price of $39.99 per share of Preferred Stock.

If any shares of Preferred Stock remain outstanding as of the seventh anniversary of the Closing Date, the holders of the Preferred Stock will have the right to designate an individual to serve on the Company’s Board of Directors or, at the Preferred Stock holders’ discretion, a non-voting board observer.

As of December 31, 2025, there were 50,000 shares of Preferred Stock issued and outstanding.

Class A Common Stock

As of December 31, 2025, there were 9,921,336 shares of Class A Common Stock issued, consisting of 7,899,344 shares outstanding, 1,596,142 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information), and 425,850 unvested shares that are subject to vesting and forfeiture in accordance with a sponsor earnout agreement with certain equity holders. The 425,850 unvested shares of Class A Common Stock are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” if, and when, they become vested. The holders of the 7,899,344 outstanding shares of Class A Common Stock represent the controlling interest of the Company.

Pursuant to the A&R MLTIP, certain equity holders of FOA and FOA Equity are obligated to deliver a number of shares of Class A Common Stock and Class A LLC Units for RSU awards granted by the Company. These equity holders did not deliver any shares of Class A Common Stock or Class A LLC Units to the Company in connection with FOA’s settlement of LTIP RSUs into shares of Class A Common Stock during the year ended December 31, 2025. During the year ended December 31, 2024, these equity holders delivered 18,739 shares of Class A Common Stock and 110,949 Class A LLC Units to the Company in satisfaction of such settlement. The delivery of shares of Class A Common Stock and Class A LLC Units to the Company offset the gross award of RSUs settled. Pursuant to the A&R MLTIP, the potential future settlement of the Earnout Right RSUs outstanding as of December 31, 2025 (refer to Note 16 - Equity-Based Compensation for additional information) will also be funded by the delivery of Class A Common Stock and Class A LLC Units from certain equity holders of FOA and FOA Equity.

During the years ended December 31, 2025 and 2024, the Company elected to retire 184,546 and 141,093 shares, respectively, offsetting RSUs withheld to fund employee payroll taxes and instead funded those taxes with operating cash.

Pursuant to the Exchange Agreement, the Equity Capital Unitholders may elect to exchange their Class A LLC Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. During the years ended December 31, 2025 and 2024, in connection with FOA’s settlement of the exchange of Class A LLC Units for shares of Class A Common Stock and pursuant to the Exchange Agreement, certain Equity Capital Unitholders delivered 775,025 and 205 Class A LLC Units, respectively, to the Company in exchange for the same number of shares of Class A Common Stock, respectively, in satisfaction of such settlement.

Class B Common Stock

As of December 31, 2025, there were 14 shares of Class B Common Stock issued, consisting of 12 shares outstanding and 2 shares related to the Second Closing of the Amended and Restated Repurchase Agreement (refer to Note 23 - Related Party Transactions for additional information). Certain holders of Class B Common Stock also hold Class A LLC Units. The Class B Common Stock, par value $0.0001 per share, has no economic rights but entitles each holder of at least one such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of Class A LLC Units held by such holder on all matters on which Class A Common Stock holders are entitled to vote. During the year ended December 31, 2025, the Company retired one share of Class B Common Stock related to a certain holder.

Class A LLC Units

The Exchange Agreement sets forth the terms and conditions upon which holders of Class A LLC Units may exchange their Class A LLC Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Equity Capital Unitholders’ ownership of Class A LLC Units represents the noncontrolling interest of the Company, which is

accounted for as permanent equity in the Consolidated Statements of Financial Condition. As of December 31, 2025, there were 16,281,165 Class A LLC Units outstanding. Of the 16,281,165 Class A LLC Units outstanding, 7,899,344 relate to the Class A Common Stock shareholders and 8,381,821 are held by the noncontrolling interest of the Company.

During the years ended December 31, 2025 and 2024, FOA Equity issued 102,611 and 705,841 Class A LLC Units, respectively, to AAG/Bloom related to the acquisition of certain assets and liabilities from AAG/Bloom. Refer to Note 25 - Earnings (Loss) Per Share for additional information.

Class B Units

On November 12, 2025, pursuant to the terms of the Omnibus Incentive Plan, the Company adopted the form of Class B Unit Grant Notice and Class B Unit Agreement. The incentive units contemplated by such form are a new class of units of FOA Equity (the “Class B Units” or “Incentive Units”) that automatically convert into Class A LLC Units upon vesting.

The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Incentive Plan), subject to the officer’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 Company’s Class A Common Stock as of the vesting date over the closing price of the Company’s 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 the Company’s Class A Common Stock on a one-for-one basis. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant.

Additionally, on November 12, 2025, the Company granted a total of 2,000,000 Incentive Units to certain officers of the Company, in recognition of their leadership and service to the Company. The Class B Units are not vested as of December 31, 2025 and there is no impact to the consolidated financial statements as of and for the year ended December 31, 2025.

Repurchase Agreement

During the year ended December 31, 2025, the Company entered into the Amended and Restated Repurchase Agreement with certain affiliates to repurchase shares of Class A Common Stock of the Company, Class B Common Stock of the Company, and Class A LLC Units. Refer to Note 23 - Related Party Transactions for additional information.