Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2026

Schedule of Basic Earnings (Loss) Per Share

The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share (in thousands, except share data):


	Three months ended
	March 31,
		2026		2025
Basic earnings (loss) per share:
Numerator
Net income from continuing operations		$	35,164	$	79,750
Less: Net income from continuing operations attributable to noncontrolling interest(1)		17,657		47,513
Less: Preferred Stock dividends(2)		1,125		—
Net income from continuing operations attributable to holders of Class A Common Stock - basic		$	16,382	$	32,237

Net loss from discontinued operations		$	—	$	(4,750)
Less: Net loss from discontinued operations attributable to noncontrolling interest(1)		—		(2,722)
Net loss from discontinued operations attributable to holders of Class A Common Stock - basic		$	—	$	(2,028)

Denominator
Weighted average shares of Class A Common Stock outstanding - basic		8,500,966		10,177,266

Basic earnings (loss) per share
Continuing operations		$	1.93	$	3.17
Discontinued operations		—		(0.20)
Basic earnings per share		$	1.93	$	2.97

(1) The Class A LLC Units, held by certain unitholders (the “Equity Capital Unitholders”), comprise the noncontrolling interest in the Company. Therefore, the numerator was adjusted to reduce net income (loss) by the amount of net income (loss) attributable to noncontrolling interest.

Additionally, the Class B Common Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security. The Class B Common Stock has not been included in either the basic or diluted earnings (loss) per share calculations.

(2) The numerator for continuing operations was adjusted to reduce net income by the Preferred Stock dividends. The Preferred Stock does not participate in the earnings or losses of the Company and, therefore, is not a participating security.

Schedule of Diluted Earnings (Loss) Per Share


	Three months ended
	March 31,
		2026		2025
Diluted earnings (loss) per share:
Numerator
Net income from continuing operations attributable to holders of Class A Common Stock - basic		$	16,382	$	32,237
Reallocation of net income from continuing operations assuming exchange or conversion of Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock(1)		7,743		42,708
Exchangeable Secured Notes interest expense, net(2)		—		2,291
Convertible Notes fair value adjustment, net(3)		(7,195)		—
Preferred Stock dividends(4)		—		—
Net income from continuing operations attributable to holders of Class A Common Stock - diluted		$	16,930	$	77,236

Net loss from discontinued operations attributable to holders of Class A Common Stock - basic		$	—	$	(2,028)
Reallocation of net loss from discontinued operations assuming exchange of Class A LLC Units(1)		—		(1,995)
Net loss from discontinued operations attributable to holders of Class A Common Stock - diluted		$	—	$	(4,023)

Denominator
Weighted average shares of Class A Common Stock outstanding - basic		8,500,966		10,177,266
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock(5)		7,786,344		13,651,797
Assumed exchange of Exchangeable Secured Notes for shares of Class A Common Stock(2)		—		5,337,928
Assumed conversion of Convertible Notes for shares of Class A Common Stock(3)		2,222,222		—
Assumed conversion of Preferred Stock for shares of Class A Common Stock(4)		—		—
Additional dilutive shares under the treasury stock method(6)		728,163		1,000,033
Weighted average shares of Class A Common Stock outstanding - diluted(7)		19,237,695		30,167,024

Diluted earnings (loss) per share
Continuing operations		$	0.88	$	2.56
Discontinued operations		—		(0.13)
Diluted earnings per share		$	0.88	$	2.43

(1) For the three months ended March 31, 2026 and 2025, this adjustment assumes the reallocation of noncontrolling interest income (loss), on an after-tax basis, resulting from the assumed exchange or conversion, if dilutive, of all outstanding Class A LLC Units, Exchangeable Secured Notes, Convertible Notes, and Preferred Stock into shares of Class A Common Stock of FOA as of the beginning of each respective period. The adjustment is calculated using the if-converted method for diluted earnings (loss) per share.

The assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock was dilutive for the three months ended March 31, 2026 and 2025. Accordingly, reallocation adjustments of $6.2 million and $34.7 million to net

income from continuing operations attributable to the controlling interest were included in the numerator of diluted earnings per share for the three months ended March 31, 2026 and 2025, respectively.

The assumed exchange of all Exchangeable Secured Notes outstanding for shares of Class A Common Stock was anti-dilutive for the three months ended March 31, 2026 and dilutive for the three months ended March 31, 2025. Accordingly, the reallocation adjustment of $3.2 million to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the three months ended March 31, 2026 and the reallocation adjustment of $8.0 million to net income from continuing operations attributable to the controlling interest was included in the numerator of diluted earnings per share for the three months ended March 31, 2025.

The assumed conversion of all Convertible Notes outstanding for shares of Class A Common Stock was dilutive for the three months ended March 31, 2026. Accordingly, the related $1.5 million reallocation to net income from continuing operations attributable to the controlling interest was included in the numerator of diluted earnings per share for the three months ended March 31, 2026.

The assumed conversion of all Preferred Stock outstanding for shares of Class A Common Stock was anti-dilutive for the three months ended March 31, 2026. Accordingly, the related $1.0 million reallocation to net income from continuing operations attributable to the controlling interest was excluded from the numerator of diluted earnings per share for the three months ended March 31, 2026.

(2) As the Exchangeable Secured Notes are participating securities, the Company calculates diluted earnings per share assuming their exchange for shares of Class A Common Stock of FOA using the more dilutive of either the if-converted method or the two-class method. If dilutive, interest expense attributable to the controlling interest related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, is added back to the numerator of diluted earnings per share from continuing operations.

The Company, in its discretion, may elect to settle any exchange of the Exchangeable Secured Notes, in part or in whole, by delivering the cash value of the shares of Class A Common Stock otherwise deliverable upon such exchange. If dilutive, the denominator of diluted earnings per share assumes that all Exchangeable Secured Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period.

The Company had 5,337,928 potentially dilutive shares related to the Exchangeable Secured Notes for both of the three months ended March 31, 2026 and 2025. The potentially dilutive shares related to the Exchangeable Secured Notes were anti-dilutive for the three months ended March 31, 2026 and were excluded from the computation of diluted earnings per share. Accordingly, $2.1 million of interest expense related to the Exchangeable Secured Notes, including amortization of debt discount and issuance costs, and net of income tax effects, was not added back to the numerator in calculating diluted earnings per share for the three months ended March 31, 2026. The assumed exchange of all Exchangeable Secured Notes outstanding for shares of Class A Common Stock was dilutive for the three months ended March 31, 2025.

(3) As the Convertible Notes are not participating securities, the Company calculates diluted earnings per share assuming their conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the fair value adjustment related to the Convertible Notes, net of income tax effects, is reversed from the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Convertible Notes were converted into Class A Common Stock of FOA at the beginning of the reporting period. The assumed conversion of all Convertible Notes outstanding for shares of Class A Common Stock was dilutive for the three months ended March 31, 2026.

(4) As the Preferred Stock is not a participating security, the Company calculates diluted earnings per share assuming its conversion into shares of Class A Common Stock of FOA using the if-converted method. If dilutive, the Preferred Stock dividends are added back to the numerator of diluted earnings per share from continuing operations. If dilutive, the denominator of diluted earnings per share assumes that all Preferred Stock was converted into Class A Common Stock of FOA at the beginning of the reporting period.

The Company had 1,428,571 potentially dilutive shares related to the Preferred Stock for the three months ended March 31, 2026. The potentially dilutive shares related to the Preferred Stock were anti-dilutive for the three months ended March 31, 2026 and were excluded from the computation of diluted earnings per share. Accordingly, $1.1 million of Preferred Stock dividends were not added back to the numerator in calculating diluted earnings per share for the three months ended March 31, 2026.

(5) The exchange agreement between FOA, FOA Equity, and the Equity Capital Unitholders (the “Exchange Agreement”) allows for the exchange of Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, on a one-for-one basis for shares of Class A Common Stock of FOA. For the three months ended March 31, 2026 and 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method to reflect the

provisions of the Exchange Agreement and assumes the Class A LLC Units held by Equity Capital Unitholders, representing the noncontrolling interest, exchange their Class A LLC Units on a one-for-one basis for shares of Class A Common Stock of FOA.

(6) The Company had 728,163 and 1,000,033 dilutive shares from RSUs under the treasury stock method for the three months ended March 31, 2026 and 2025, respectively. The Company had 1,490,000 and 720,000 potentially dilutive shares from options under the treasury stock method for the three months ended March 31, 2026 and 2025, respectively. The potentially dilutive shares from options were anti-dilutive for the three months ended March 31, 2026 and 2025 and were excluded from the computation of diluted earnings per share.

(7) As part of the acquisition of certain assets and liabilities from AAG/Bloom, the Company had contingently issuable Class A LLC Units that were originally liability classified.

On March 31, 2026 and 2025, FOA Equity issued 357,113 and 102,611 Class A LLC Units, respectively, to AAG/Bloom in accordance with the terms of the asset purchase agreement. For the three months ended March 31, 2026 and 2025, the diluted weighted average shares outstanding of Class A Common Stock includes the effects of the if-converted method and assumes any Class A LLC Units held by AAG/Bloom were exchanged on a one-for-one basis for shares of Class A Common Stock of FOA at the beginning of the reporting period. The Class A LLC Units issued to AAG/Bloom on March 31, 2026 were not included in the diluted weighted average shares outstanding of Class A Common Stock for the three months ended March 31, 2025.