Finance of America Companies Inc. 8-K

What Happened Finance of America Companies Inc. (FOA) announced that, on June 26, 2026, consenting stockholders approved an amendment and restatement of the company’s certificate of incorporation (the “Second Amended and Restated Charter”) by written consent in lieu of a meeting. The Company filed a preliminary Information Statement on Schedule 14C with the SEC on June 30, 2026. The charter changes reclassify outstanding Class B Common Stock to align share holdings with the number of LLC Units held in the Company’s Up‑C structure and change Class B voting to one vote per share, among other updates.

Key Details

• Consent date / record date: June 26, 2026; preliminary Information Statement filed June 30, 2026.
• Voting power of consenting holders: 1,790,045 shares of Class A Common Stock and 7,864,920 LLC Units — ~53.9% of total company voting power and ~97.2% of Class B voting power as of the record date.
• Main charter changes: (i) reclassify Class B shares so each holder of LLC Units receives one share of Class B per LLC Unit; (ii) give each Class B share one vote on Class B matters (replacing the prior LLC‑Unit‑based vote calculation); (iii) update provisions to reflect recent Delaware law changes (including ability to exculpate executive officers); (iv) technical updates reflecting repurchase of equity previously held by Blackstone affiliates.
• Effectiveness and board discretion: The Second Amended and Restated Charter becomes effective upon filing with the Delaware Secretary of State (potentially as early as 20 days after the definitive Information Statement is mailed to non‑consenting holders). The board retains discretion to choose the final form of the charter and may abandon any approved amendment before filing.

Why It Matters These charter amendments simplify and standardize the link between LLC Units in FOA’s Up‑C structure and Class B Common Stock voting (one LLC Unit → one Class B share → one vote), which clarifies voting rights and capitalization mechanics. Updates to conform with Delaware law and the ability to exculpate officers are governance changes investors should note. Full details and the final charter form will be provided in the definitive Schedule 14C Information Statement; investors should review that filing once available to understand any governance or control implications.