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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193125-23-096522 0001466992 XXXXXXXX LIVE 12 Class A Common Stock 10/10/2025 false 0001828937 31738L107 Finance of America Companies Inc. 5830 Granite Parkway Suite 400 Plano TX 75024 Reza Jahangiri (866) 948-0003 895 Dove Street, Suite 300 Newport Beach CA 92660 0001466992 N Bloom Retirement Holdings Inc. OO N CA 0.00 2126091.00 0.00 2126091.00 2126091.00 N 9.49 CO 0001971548 N Reza Jahangiri OO N X1 0.00 2126091.00 0.00 2126091.00 2126091.00 N 9.49 IN Class A Common Stock Finance of America Companies Inc. 5830 Granite Parkway Suite 400 Plano TX 75024 This Amendment No. 12 to Schedule 13D ("Amendment No. 12") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on April 10, 2023 (as amended to date, the "Schedule 13D"), relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Finance of America Companies Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own 2,126,091 shares of Class A Common Stock as of October 13, 2025, representing 9.49% of the Class A Common Stock outstanding based upon 11,079,270 shares of Class A Common Stock outstanding as of August 6, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on August 11, 2025. The percentage of the Class A Common Stock reported herein gives effect to the Control Condition (as defined below). The information contained on the cover pages is incorporated by reference to this Item 5. Bloom Retirement Holdings Inc. is the record holder of 326,484 shares of Class A Common Stock and 1,799,607 FOAEC Units, as reported herein. Mr. Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. and may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc. The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4. The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition"). Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis at the option of the holder. Since the Reporting Persons' most recent filing in Schedule 13D, Bloom Retirement Holdings Inc. has disposed of 140,022 shares of Class A Common Stock in a series of open-market transactions pursuant to the 2025 10b5-1 Trading Plan. Details by date, listing the number of shares of Class A Common Stock disposed of pursuant to the 2025 10b5-1 Trading Plan and the weighted average price per share, are provided in Annex A. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction. Except as described in this Amendment No. 12, the Reporting Persons have not effected any other transactions with respect to the Class A Common Stock in the last 60 days. None. Not applicable. Bloom Retirement Holdings Inc. /s/ Reza Jahangiri Reza Jahangiri, Majority Shareholder 10/15/2025 Reza Jahangiri /s/ Reza Jahangiri Reza Jahangiri 10/15/2025