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

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:

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

 

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.

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.

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:

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

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.

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.

 

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.

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.

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

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

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:

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.

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.

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.

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).

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.

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.

Our Board recommends that you vote your shares:

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

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:

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.

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:

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:

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.

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.

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

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.

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.

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:

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.

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.

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.

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.

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.

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

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.

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.

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.

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.”

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

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:

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.”

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

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.

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:

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:

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:

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:

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.”

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.

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/.

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”).

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

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, 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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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

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.

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

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.

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:

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

The audit committee has selected BDO USA, P.C. to serve as our independent registered public accounting firm for 2026. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of BDO USA, P.C. to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of BDO USA, P.C. is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of BDO USA, P.C. unless you specify otherwise.

The following table presents the aggregate fees billed for professional services rendered by BDO USA, P.C. for the fiscal year ended December 31, 2025 and for the fiscal year ended December 31, 2024.

It is the audit committee’s policy to pre-approve all auditing services and non-audit services (other than “prohibited non-audit services”) to be provided to the Company by its independent registered public accounting firm. The audit committee may delegate authority to one or more independent members to grant pre-approvals of audit and permitted non-audit services. Unless otherwise provided by the audit committee, the audit committee chairperson (provided such audit committee chairperson is independent) is authorized to pre-approve audit and permitted non-audit services as necessary. Any pre-approvals made by the audit committee chairperson or such other independent member of the audit committee to whom such authority has been delegated shall be presented to the full audit committee at its next scheduled meeting. The Company’s audit committee pre-approved all of BDO’s services for 2024 and 2025 and, in doing so, considered whether the provision of such services is compatible with maintaining independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF BDO USA, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026.

The Board of Directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of The New York Stock Exchange, or the NYSE, and that Ms. Corio is an “audit committee financial expert” within the meaning of the applicable rules of the Securities and Exchange Commission, or the SEC, and the NYSE.

Management of the Company is responsible for our overall financial reporting process. BDO USA, P.C. (“BDO”), our independent registered public accounting firm, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. GAAP. The Audit Committee’s (the “Committee”) responsibility is to oversee these processes and, necessarily, in its oversight role, the Committee relies on the work and assurances of management and of BDO. The Committee is also solely responsible for the selection and termination of our independent registered public accounting firm, including the approval of audit fees and any non-audit services provided by and fees paid to the independent registered public accounting firm.

The Committee:

In reliance on these reviews and discussions, and the report of BDO, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

This report was submitted by the Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.

The following table sets forth information regarding the beneficial ownership of the Company’s voting securities as of March 18, 2026 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership as of March 18, 2026 is based on 8,551,931 vested shares of Class A Common Stock outstanding, 12 shares of Class B Common Stock outstanding and 50,000 shares of Series A Preferred Stock outstanding.

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 LLC Units held by such holder on all matters on which stockholders of the Company are entitled to vote generally. 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.

The beneficial ownership information in the “Shares of Class A Common Stock” and “Class A Share %” columns below excludes 425,850 unvested shares of Class A Common Stock held by Replay Sponsor, LLC, which are subject to vesting and forfeiture and will not be entitled to receive any dividends or other distributions, or to have any other economic rights until such shares are vested, and such shares will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” once they become vested.

The information in the “% of Total Voting Power” column below represents the voting power of the applicable beneficial owner’s Class A Common Stock, Class B Common Stock and Series A Preferred Stock as a percentage of the total voting power of the Company’s Class A Common Stock, Class B Common Stock and Series A Preferred Stock voting together as a single class. The information presented in the “% of Total Voting Power” column is based on the actual number of shares and Class A LLC Units outstanding as of March 18, 2026, without taking into consideration any shares or Class A LLC Units that may be issued after March 18, 2026. The information in the “% of Total Voting Power” column set forth below does take into account the voting power of the 425,850 unvested shares of Class A Common Stock. For so long as they remain unvested, such shares must be voted proportionately with all other shares of Class A Common Stock and Class B 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).

Unless otherwise noted, the information below also excludes (i) shares of Class A Common Stock underlying the Company’s outstanding warrants, (ii) shares of Class A Common Stock underlying outstanding Earnout Rights, (iii) the shares reserved that may be issued pursuant to the Company’s equity awards, (iv) shares of Class A Common Stock issuable upon the exchange of Exchangeable Secured Notes, (v) shares of Class A Common Stock issuable upon the conversion of Convertible Notes, (vi) shares of Class A Common Stock issuable upon exchange of an equal number of Class A LLC Units and (vii) shares of Class A Common Stock issuable upon conversion of shares of Series A Preferred Stock.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 5830 Granite Parkway, Suite 400, Plano, Texas 75024.