Finance of America Companies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$FOA
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2025
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(877 ) 202-2666
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Item 1.01. Entry Into a Material Definitive Agreement.
On November 17, 2025, Finance of America Reverse LLC (“FAR”), a Delaware limited liability company and an indirect subsidiary of Finance of America Companies Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with PHH Mortgage Corporation, a New Jersey corporation (“PHH”). Also on November 17, 2025, concurrently with the execution of the Asset Purchase Agreement, FAR entered into a Reverse Mortgage Servicing Rights Purchase and Sale Agreement (the “MSR Purchase Agreement”) and a Mortgage Loan Sale Agreement (the “Mortgage Loan Purchase Agreement” and collectively with the Asset Purchase Agreement and MSR Purchase Agreement, the “PHH Purchase Agreements”), with PHH.
Pursuant to the PHH Purchase Agreements, on the terms and subject to the conditions set forth therein, FAR will purchase from PHH, and PHH will sell to FAR (such transactions contemplated by the PHH Purchase Agreements, the “PHH Transaction”), certain assets and liabilities of PHH, relating to PHH’s residential reverse mortgage loan origination and servicing business, including a portfolio of residential reverse mortgage loans and a portfolio of reverse mortgage servicing rights (“Servicing Rights”). In exchange therefor, pursuant to the PHH Purchase Agreements, among other things, FAR will pay to PHH an amount at the closing equal to the estimated book value of the purchased assets (including the Servicing Rights), subject to certain customary holdbacks and post-closing price adjustments, and FAR and PHH will enter into a subservicing agreement under which PHH will act as FAR’s subservicer for a period of three (3) years after the consummation of the PHH Transaction, subject to certain rights to extend the subservicing agreement beyond the three (3) year period.
The obligations of the parties to the PHH Purchase Agreements to consummate the PHH Transaction are subject to the satisfaction or waiver by the applicable party of certain conditions, including, among others, the consent of the Government National Mortgage Association to the transfer of the Servicing Rights from PHH to FAR, without adverse modifications to the rights or obligations of the servicer with respect thereto.
The Asset Purchase Agreement contains certain termination rights for FAR and PHH, including the right of either party to terminate the Asset Purchase Agreement if the PHH Transaction is not consummated by May 1, 2026 (which date may be extended by FAR, under certain circumstances as set forth in the Asset Purchase Agreement). The MSR Purchase Agreement and Mortgage Loan Purchase Agreement terminate automatically upon the termination of the Asset Purchase Agreement.
Item 7.01. Regulation FD Disclosure
On November 18, 2025, the Company issued a press release announcing the PHH Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | ||||||||||
| 99.1* | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Finance of America Companies Inc. | |||||||||||
| Date: | November 18, 2025 | By: | /s/ Matthew A. Engel | ||||||||
Name: Matthew A. Engel | |||||||||||
Title: Chief Financial Officer | |||||||||||