Finance of America Companies (FOA) Risk Analysis

Fluctuations in the price of the Company's securities could contribute to the loss of all or part of your investment. The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. In 2022, 2023, and the first half of 2024, the price of our Class A Common Stock generally experienced significant decline as a result of challenging macroeconomic conditions and sustained higher inflation and interest rates. While our stock price increased in the second half of 2024, it fluctuated during the course of 2025 and overall experienced a decline as of December 31, 2025 when compared to December 31, 2024. Continued economic uncertainty, including, without limitation, higher inflation and interest rates, and any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities may include, but are not limited to, the following: - actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;- changes in the market's expectations about our operating results;- sustained increases in market interest rates that may lead purchasers of our shares to demand higher yield;- success of competitors;- our operating results failing to meet the expectation of securities analysts or investors in a particular period;- changes in financial estimates and recommendations by securities analysts concerning the Company or the reverse mortgage industry or mortgage industry in general;- a ratings action by a rating agency with respect to our Company;- operating and share price performance of other companies that investors deem comparable to us;- our ability to market new and enhanced products on a timely basis;- changes in laws and regulations affecting our business;- our ability to meet compliance requirements;- commencement of, or involvement in, litigation involving us;- changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;- the volume of shares of Class A Common Stock available for public sale;- any major change in our Board or management;- sales of substantial amounts of Class A Common Stock by our directors, executive officers, or significant shareholders or the perception that such sales could occur; and - general economic and political conditions such as recessions, interest rate changes, continued inflation, and acts of war or terrorism. Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies that investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial condition, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our Class A Common Stock started trading on the NYSE on April 5, 2021 and on NYSE Texas on August 15, 2025. During 2025, the average daily trading volume of our Class A Common Stock was 117,124 shares. We cannot predict the extent to which investor interest in us will lead to a more active trading market in our securities or how much more liquid these markets might become. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends upon the presence in the marketplace of willing buyers and sellers of our securities at any given time, which presence is dependent upon the individual decisions of investors, over which we have no control. Our low trading volume could result in increased share price volatility, downward pricing pressure, and inability to sell your shares at desired price levels, if at all.

The trading market for the Company's securities will be influenced by the research and reports that industry or securities analysts may publish about the Company, its business, market, or competitors. No securities or industry analysts are currently covering the Company or regularly publishing reports on the Company. This may adversely impact Company visibility in the financial markets, which in turn could cause its share price or trading volume to decline. If securities or industry analysts do publish research or reports about the Company in the future, any adverse recommendation regarding the Company's securities, or any more favorable relative recommendations about the Company's competitors, may result in a decline in the price of the Company's securities.

On December 15, 2025, the Company issued 50,000 shares of Series A Preferred Stock pursuant to a Certificate of Designations (the "Certificate of Designations") and sold such shares at a price of $1,000 per share for an aggregate purchase price of $50.0 million. The Series A Preferred Stock ranks senior to the Company's Class A 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 Series A Preferred Stock are entitled to a dividend, payable in cash quarterly in arrears, at an initial annual rate of 9.0%, which rate increases to 12.0% on the seventh anniversary of the issuance date, and by 1.0% on each anniversary of the issuance date thereafter until reaching a maximum annual rate of 16.0%. As a result, for so long as the Series A Preferred Stock is outstanding, the Company will be required to use available cash to pay such quarterly dividends, which cash could have otherwise been used by the Company to enhance its operations, pay down its debt, take advantage of strategic opportunities, or pay dividends with respect to its Class A Common Stock. See "-Because we have no current plans to pay cash dividends on our shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of Class A Common Stock for a price greater than that which you paid for it." Further, the event of (i) any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, (ii) certain "change of control" transactions, or (iii) upon the occurrence of certain "events of default," the Company may not make or set aside any distribution or payment out of the assets of the Company in respect of Class A Common Stock unless and until holders have received an amount per share of Series A Preferred Stock equal to $1,000, plus any accrued and unpaid dividends (subject to a make-whole amount per share reflecting a minimum return of 1.5x) or, if greater, the value of such share of Series A Preferred Stock on an as-converted basis. Shares of the 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. 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 issuance date, the conversion price then in effect will be reduced by 15%. Any such conversion would be dilutive to then-current holders of Class A Common Stock and may adversely affect the price of the Company's Class A Common Stock. See "-You may be diluted by the future issuance of additional Class A Common Stock or Class A LLC Units in connection with the Company's incentive plans, acquisitions, warrants, notes, Series A Preferred Stock, or otherwise." Further, subsequent to conversion, such holders could sell all or a substantial portion of their resulting shares of Class A Common Stock, which may adversely affect the price of the Company's Class A Common Stock. See "-There may be sales of a substantial amount of Class A Common Stock by certain of the Company's shareholders and these sales could cause the price of the Company's securities to fall." At any time on or following the fourth anniversary of the issuance date, the Company may redeem all of the Series A 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 Series A 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 issuance date. In the event of such a valid Delayed Redemption Election, the applicable conversion price will be increased as set forth in the Certificate of Designations. Any such redemption would involve the payment of cash that could have otherwise been used by the Company to enhance its operations, pay down its debt, take advantage of strategic opportunities, or pay dividends with respect to its Class A Common Stock. The holders of shares of the Series A Preferred Stock will be entitled to vote on an as-converted basis with the holders of shares of the Company's Class A Common Stock and Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and together with Class A Common Stock, "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. As a result, the voting power of the holders of the Company's Class A Common Stock is diluted by the voting power of the holders of shares of the Series A Preferred Stock. If any shares of Series A Preferred Stock remain outstanding as of the seventh year anniversary of issuance date, the holders of a majority of the then-outstanding shares of Series A Preferred Stock originally sold to the funds affiliated with Blue Owl will have the right to designate an individual to serve on the Board, or in their discretion, a non-voting board observer.

In addition to the already issued Series A Preferred Stock, the Amended and Restated Certificate of Incorporation of the Company (the "A&R Charter") authorizes the Company to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over the Company's Class A Common Stock respecting dividends and distributions, as the Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of the Class A Common Stock. For example, the Company might grant holders of newly issued preferred stock the right to elect some number of the Company's directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences the Company might assign to holders of newly issued preferred stock could affect the residual value of the Class A Common Stock.

As of March 11, 2026, the Company had 8,551,931 shares of Class A Common Stock issued and vested, 425,850 shares of Class A Common Stock issued but unvested, and 5,991,022,219 shares of Class A Common Stock authorized but unissued, which authorized but unissued shares include 7,731,821 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are held by FOA Equity unitholders (other than the Company), 357,113 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are potentially issuable to AAG/Bloom in connection with our acquisition of operational assets from AAG/Bloom, 5,337,928 shares of Class A Common Stock issuable upon exchange of Exchangeable Secured Notes, 1,428,571 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock (based on the conversion price as of March 11, 2026), 2,222,222 shares of Class A Common Stock issuable upon conversion of the Convertible Notes (based on the early conversion price of $18.00 per share applicable prior to the one year anniversary of the issuance date (on which the conversion price increases to $19.00 per share)), 720,000 shares of Class A Common Stock issuable upon exchange of Class A LLC Units that are issuable upon exercise of options granted to certain members of senior management, 770,000 shares of Class A Common Stock directly issuable upon exercise of options granted to certain members of senior management, 1,165,299 shares of Class A Common Stock issuable upon settlement of outstanding Non-LTIP Restricted Stock Units ("Non-LTIP RSUs"), 471,115 shares of Class A Common Stock issuable upon the occurrence of the First Earnout Achievement Date (or upon exchange of Class A LLC Units that are issuable upon the occurrence of the First Earnout Achievement Date) (38,161 of which would be exchanged to fund the settlement of the Earnout Right Restricted Stock Units ("Earnout Right RSUs") that vest on the First Earnout Achievement Date), 471,115 shares of Class A Common Stock issuable upon the occurrence of the Second Earnout Achievement Date (or upon exchange of Class A LLC Units that are issuable upon the occurrence of the Second Earnout Achievement Date) (38,161 of which would be exchanged to fund the settlement of the Earnout Right RSUs that vest on the Second Earnout Achievement Date), 1,437,500 shares of Class A Common Stock issuable upon exercise of certain warrants, and additional shares of Class A Common Stock issuable upon vesting (which occurs upon the consummation of a Change of Control (as defined in the Finance of America Companies Inc. 2021 Omnibus Incentive Plan)) of 2,000,000 Class B Units of FOA Equity ("Class B Units") granted to certain of the Company's executive officers, conversion of such Class B Units 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, and exchange of such resulting Class A LLC Units for shares of Class A Common Stock. The A&R Charter authorizes the Company to issue these shares of Class A Common Stock and options, rights, warrants, preferred stock, and appreciation rights relating to Class A Common Stock for the consideration and on the terms and conditions established by the Board in its sole discretion, whether in connection with acquisitions or otherwise. Similarly, the Second A&R LLC Agreement permits FOA Equity to issue an unlimited number of additional limited liability company interests of FOA Equity with designations, preferences, rights, powers, and duties that are different from, and may be senior to, those applicable to the Class A LLC Units, and which may be exchangeable for shares of Class A Common Stock. Further, as of March 11, 2026, the Company has reserved an aggregate of 1,216,215 additional shares of Class A Common Stock and Class A LLC Units for issuance under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (excluding the reserve for the options and the Non-LTIP RSUs described earlier in this paragraph). Any Class A Common Stock that the Company issues, including under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who own shares of Class A Common Stock.

Pursuant to the Registration Rights Agreement, dated as of April 1, 2021, by and among FOA and the shareholders party thereto, certain shareholders were entitled to demand that the Company register the resale of their securities subject to certain minimum requirements. These shareholders also have certain "piggyback" registration rights with respect to previously filed registration statements. On June 9, 2022,our post-effective amendment No.1 on Form S-1 to Form S-3 was declared effective by the SEC (the "Registration Statement"). Further, on August 18, 2023, we filed a registration statement on Form S-3 (such registration statement, the "AAG/Bloom Registration Statement") relating to the registration for offer and sale of the up to 3,389,366 shares of Class A Common Stock (which number reflects the 10:1 reverse splits of Class A Common Stock and Class A LLC Units, each effective on July 25, 2024) exchangeable by AAG/Bloom pursuant to the Exchange Agreement, dated as of April 1, 2021, by and among FOA, FOA Equity, and the holders of Class A LLC Units from time to time. The AAG/Bloom Registration Statement was declared effective by the SEC on September 1, 2023. On October 31, 2024, FOAF issued $146,793,000 of 10.000% Exchangeable Senior Secured Notes due 2029 (the "Exchangeable Secured Notes"). The Exchangeable Secured Notes are exchangeable into shares of Class A Common Stock. The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of Exchangeable Secured Notes, which is equivalent to an initial exchange price of $27.50 per share of Class A Common Stock, and is subject to adjustment as provided in the related indenture. On March 14, 2025, we filed a registration statement on Form S-3 relating to the registration for offer and sale of the up to 5,337,928 shares of Class A Common Stock deliverable upon exchange of the Exchangeable Secured Notes (the "Exchangeable Secured Note Registration Statement"). The Exchangeable Secured Note Registration Statement was declared effective by the SEC on April 7, 2025. On December 15, 2025, the Company issued 50,000 shares of Series A Preferred Stock. On February 13, 2026, we filed a registration statement on Form S-3 relating to the registration for offer and sale of the up to 50,000 shares of Series A Preferred Stock and 2,326,190 shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock (the "Series A Preferred Stock Registration Statement" and together with the Registration Statement, the AAG/Bloom Registration Statement, and the Exchangeable Secured Note Registration Statement, the "Registration Statements"). The Series A Preferred Stock Registration Statement was declared effective by the SEC on February 25, 2026. Under the Registration Statements, such applicable parties may sell large amounts of our Class A Common Stock in the open market or in privately negotiated transactions. Such sales could have the effect of increasing the volatility in the share price of our Class A Common Stock or putting significant downward pressure on the price of our Class A Common Stock. Sales of substantial amounts of our Class A Common Stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our Class A Common Stock and make it difficult for us to raise funds through securities offerings in the future.

The NYSE and NYSE Texas impose requirements that must be complied with in order for securities to remain listed on the NYSE and NYSE Texas, some of which are not completely within the Company's control. In the past (prior to the dual listing of our Class A Common Stock on NYSE Texas), we have received notices of non-compliance with the NYSE's continued listing standards with respect to our Class A Common Stock because the average closing price of our Class A Common Stock had been below $1.00 for a consecutive 30 trading-day period. We effected a 1-for-10 reverse stock split of our Class A Common Stock on July 25, 2024 to regain compliance within the required timeframe for our Class A Common Stock to remain listed on the NYSE. We have not subsequently received any further notices of noncompliance from the NYSE or NYSE Texas with respect to our Class A Common Stock. However, it is possible that we may not be able to comply with continued listing standards of the NYSE and NYSE Texas for our Class A Common Stock in the future. Any such instance of noncompliance may result in the receipt of additional notices of noncompliance from the NYSE and NYSE Texas and ultimately in our Class A Common Stock being delisted. The receipt of a notice of noncompliance from the NYSE and/or NYSE Texas can have adverse consequences for the Company, even if the Company is able to regain compliance and avoid delisting. Receipt of such a notice can have an adverse impact on investor sentiment and in turn result in a decrease in the share price of our Class A Common Stock. Further, receipt of such a notice can have an adverse impact on the sentiment of our debt investors and warehouse lenders and in turn make it more difficult to obtain and maintain these relationships in the future. Further, if the NYSE and/or NYSE Texas delists the Company's Class A Common Stock from trading on its exchange for failure to meet the listing standards, the Company and its shareholders could face significant material adverse consequences including: - a limited availability of market quotations for our securities;- reduced liquidity for our securities;- a determination that shares of the Class A Common Stock are a "penny stock" which will require brokers trading in the Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;- a limited amount of news and analyst coverage; and - a decreased ability to issue additional securities or obtain additional financing in the future.

Prior to February 27, 2026, the Company was a "controlled company" within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group, or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements. As a result, the Company's compensation committee and nominating and corporate governance committee have not historically been composed entirely of independent directors. By the 90th day following February 27, 2026, the Company will be required 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, the stockholders of the Company will not have the same protections afforded to stockholders of companies that are subject to and fully compliant with all of the corporate governance requirements of the NYSE.

The Company's principal stockholder is party to a stockholders agreement (the "Stockholders Agreement") and as of March 11, 2026, beneficially owned approximately 47.7% of the combined voting power of the Company's Class A Common Stock, Class B Common Stock, and Series A Preferred Stock. Moreover, the Company agreed to nominate to our Board individuals designated by the principal stockholder in accordance with the Stockholders Agreement. The principal stockholder retains the right to designate directors subject to the maintenance of certain ownership requirements in us. As a result, for so long as the principal stockholder continues to own a significant percentage of the Company's stock, it will be able to significantly influence the composition of the Board and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, the principal stockholder will have significant influence with respect to the Company's management, business plans, and policies, including the appointment and removal of the Company's officers. In particular, for so long as the principal stockholder continues to own a significant percentage of the Company's stock, the principal stockholder will be able to exert significant influence over whether a change of control of the Company or a change in the composition of the Board occurs. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A Common Stock as part of a sale of the Company and ultimately might affect the market price of the Class A Common Stock. As of March 11, 2026, the principal stockholder owned approximately 42.7% of the Class A LLC Units. Because it holds ownership interests directly in FOA Equity, the principal stockholder may have conflicting interests with holders of shares of the Class A Common Stock. For example, if FOA Equity makes distributions to the Company, the principal stockholder will also be entitled to receive such distributions pro rata in accordance with the percentage of their membership interest in FOA Equity and their preferences as to the timing and amount of any such distributions may differ from those of the Company's public stockholders. The principal stockholder may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the Tax Receivable Agreement, whether and when to incur new or refinance existing indebtedness, and whether and when the Company should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration the principal stockholder's tax or other considerations even where no similar benefit would accrue to the Company.

The A&R Charter and the Amended and Restated Bylaws of the Company (the "A&R Bylaws") contain provisions that may make the merger or acquisition of the Company more difficult without the approval of the Board. Among other things, these provisions: - provide that subject to the rights of the holders of any preferred stock and the rights granted pursuant to the Stockholders Agreement, vacancies and newly created directorships may be filled only by the remaining directors at any time the principal stockholders beneficially own less than 30% of the total voting power of all then outstanding shares of the Company's capital stock entitled to vote generally in the election of directors;- allow the Company to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions, or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;- prohibit stockholder action by written consent from and after the date on which the principal stockholders beneficially own at least 30% of the total voting power of all then outstanding shares of the Company's capital stock entitled to vote generally in the election of directors unless such action is recommended by all directors then in office;- provide for certain limitations on convening special stockholder meetings; and - establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings. Further, as a Delaware corporation, the Company is also subject to provisions of Delaware law, which may impede or discourage a takeover attempt that the Company's stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law may discourage, delay, or prevent a transaction involving a change in control of the Company, including actions that the Company's stockholders may deem advantageous, or negatively affect the trading price of the Class A Common Stock. These provisions may also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause the Company to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see the section titled "Description of Securities-Certain Anti-Takeover Provisions of Our A&R Charter and A&R Bylaws."