Blackstone Holdings II L.P. → Finance of America Companies Inc. FOA

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following at the end thereof: On August 4, 2025, the Issuer entered into a Repurchase Agreement with FoA, Blackstone Tactical Opportunities Associates - NQ L.L.C., BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership - NQ ESC L.P. and BTO Urban Holdings II L.P. (collectively, the "Blackstone Repurchase Investors"). Pursuant to the Repurchase Agreement, on the terms and subject to the conditions set forth therein, the Issuer will purchase (the "Repurchase") all of the Blackstone Repurchase Investors' shares of Class A Common Stock, Class B Common Stock, FoA Units and rights to receive shares of Earnout Rights (together with such shares of Class A Common Stock, Class B Common Stock, and FoA Units, the "Sold Equity") pursuant to Section 3.04 of the Transaction Agreement, dated as of October 12, 2020, by and among Replay, FoA, the Issuer, RPLY Merger Sub LLC, Blocker Merger Sub and the other parties thereto. The closing of the Repurchase is subject to, among other customary conditions, the receipt of a solvency opinion and, absent the Issuer's prior written consent, may not occur prior to the date that is 105 days after the entry into the Repurchase Agreement. The Repurchase Agreement includes certain limitations on the Issuer's and its subsidiaries' ability to use cash during the pendency of the Repurchase Agreement. The Repurchase Agreement also contains certain termination rights for the Issuer and the Blackstone Repurchase Investors, including the right of the Blackstone Repurchase Investors to terminate the Repurchase Agreement if the Repurchase has not been consummated prior to December 6, 2025, and the right of the Issuer to terminate the Repurchase Agreement if the Repurchase has not been consummated prior to February 28, 2026. In addition, if the Repurchase has not been consummated prior to December 6, 2025, the Blackstone Repurchase Investors will have the right to transfer its Sold Equity to third parties, and any Sold Equity so transferred will reduce the amount repurchased by the Issuer under the Repurchase Agreement. The foregoing is a summary of the material terms of, and is qualified by, the Repurchase Agreement, which is attached hereto as Exhibit K and incorporated herein by reference.