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SCHEDULE 13D/A 0001193125-23-096522 0001466992 XXXXXXXX LIVE 9 Class A Common Stock 05/23/2025 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 2544545.00 0.00 2544545.00 2544545.00 N 9.49 CO 0001971548 N Reza Jahangiri OO N X1 0.00 2544545.00 0.00 2544545.00 2544545.00 N 9.49 IN Class A Common Stock Finance of America Companies Inc. 5830 GRANITE PARKWAY SUITE 400 PLANO TX 75024 This Amendment No. 9 to Schedule 13D ("Amendment No. 9") 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. Item 4 of the Schedule 13D is amended and supplemented as follows: 10b5-1 Trading Plan Update On May 15, 2025, the previously disclosed 2025 10b5-1 Trading Plan was terminated in accordance with its terms. On May 23, 2025, Bloom Retirement Holdings Inc. entered into a new trading plan (the "May 2025 10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The May 2025 10b5-1 Trading Plan provides that Goldman Sachs & Co. LLC (the "Broker") may make periodic sales of up to an aggregate 724,249 shares of Class A Common Stock on behalf of Bloom Retirement Holdings Inc. beginning on June 23, 2025. This description of the May 2025 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the full text of the May 2025 10b5-1 Trading Plan, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own 2,544,545 shares of Class A Common Stock, representing 9.49% of the Class A Common Stock outstanding based upon 11,059,266 shares of Class A Common Stock outstanding as of May 16, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on May 20, 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 744,938 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 2,152 shares of Class A Common Stock by gift on May 1, 2025 and 75,751 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 below. 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: April 17, 2025 -Shares Disposed of: 2,608 -Weighted Average Price Per Share: $19.2095 April 21, 2025 -Shares Disposed of: 3,793 -Weighted Average Price Per Share: $18.5404 April 22, 2025 -Shares Disposed of: 4,341 -Weighted Average Price Per Share: $18.7795 April 23, 2025 -Shares Disposed of: 3,198 -Weighted Average Price Per Share: $20.0013 April 24, 2025 -Shares Disposed of: 2,707 -Weighted Average Price Per Share: $20.2465 April 25, 2025 -Shares Disposed of: 2,141 -Weighted Average Price Per Share: $19.5693 April 28, 2025 -Shares Disposed of: 2,834 -Weighted Average Price Per Share: $19.6038 April 29, 2025 -Shares Disposed of: 3,658 -Weighted Average Price Per Share: $20.4433 April 30, 2025 -Shares Disposed of: 3,860 -Weighted Average Price Per Share: $20.5250 May 1, 2025 -Shares Disposed of: 2,647 -Weighted Average Price Per Share: $20.5830 May 2, 2025 -Shares Disposed of: 2,789 -Weighted Average Price Per Share: $20.1890 May 5, 2025 -Shares Disposed of: 2,375 -Weighted Average Price Per Share: $20.2723 May 6, 2025 -Shares Disposed of: 5,017 -Weighted Average Price Per Share: $19.4268 May 7, 2025 -Shares Disposed of: 16,575 -Weighted Average Price Per Share: $21.9090 May 8, 2025 -Shares Disposed of: 4,084 -Weighted Average Price Per Share: $21.1201 May 9, 2025 -Shares Disposed of: 3,246 -Weighted Average Price Per Share: $21.0430 May 12, 2025 -Shares Disposed of: 3,626 -Weighted Average Price Per Share: $21.3923 May 13, 2025 -Shares Disposed of: 2,701 -Weighted Average Price Per Share: $21.8328 May 14, 2025 -Shares Disposed of: 3,551 -Weighted Average Price Per Share: $21.4854 Except as described in this Amendment No. 9, the Reporting Persons have not effected any other transactions with respect to the Class A Common Stock since Amendment No. 8. None. Not applicable. Item 6 of the Schedule 13D is amended and supplemented as follows: Item 4 above summarizes certain provisions of the May 2025 10b5-1 Trading Plan and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated by reference herein. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7 of the Schedule 13D is amended and supplemented as follows: Exhibit 10: 10b5-1 Trading Plan, dated May 23, 2025. Bloom Retirement Holdings Inc. /s/ Reza Jahangiri Reza Jahangiri, Majority Shareholder 05/28/2025 Reza Jahangiri /s/ Reza Jahangiri Reza Jahangiri 05/28/2025