Schedule 13D/A: FOA holders disclose 2,126,091 shares, 9.49%

Rhea-AI Filing Summary

Bloom Retirement Holdings Inc. and Reza Jahangiri filed Amendment No. 12 to Schedule 13D for Finance of America Companies Inc. They 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, based on 11,079,270 shares outstanding as of August 6, 2025.

Bloom is the record holder of 326,484 shares and 1,799,607 FOAEC Units, which are exchangeable into Class A shares on a one-for-one basis. Issuance of FOAEC Units is limited by a 9.49% ownership cap until certain consents and approvals are satisfied (the “Control Condition”). The reporting persons have shared voting and dispositive power over 2,126,091 shares and no sole power.

Since their most recent filing, Bloom disposed of 140,022 shares in open-market transactions under a 2025 Rule 10b5-1 trading plan.

Insights

Equity ownership and disclosure analyst

Ownership updated to 9.49% with conditional exchangeable units.

Bloom Retirement Holdings and Reza Jahangiri report beneficial ownership of 2,126,091 FOA shares, or 9.49%, calculated against 11,079,270 shares outstanding as of August 6, 2025. They hold 326,484 shares directly plus 1,799,607 FOAEC Units, exchangeable one-for-one into common stock.

The filing states a “Control Condition” that caps ownership at 9.49% until specified consents and approvals are obtained, which moderates how many FOAEC Units may be issued or exchanged at any time. Voting and dispositive power are shared; there is no sole power.

Since the prior amendment, Bloom sold 140,022 shares via a 2025 Rule 10b5-1 plan. Actual market impact depends on future holder decisions and the status of the Control Condition, which governs additional issuances or exchanges.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Finance of America Companies Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

31738L107

(CUSIP Number)

Reza Jahangiri
895 Dove Street, Suite 300,
Newport Beach, CA, 92660
(866) 948-0003

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Bloom Retirement Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,126,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,126,091.00

11

Aggregate amount beneficially owned by each reporting person

2,126,091.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.49 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Reza Jahangiri

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,126,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,126,091.00

11

Aggregate amount beneficially owned by each reporting person

2,126,091.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.49 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Finance of America Companies Inc.
(c)	Address of Issuer's Principal Executive Offices: 5830 Granite Parkway, Suite 400, Plano, TEXAS , 75024.
Item 1 Comment: 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.
Item 5.	Interest in Securities of the Issuer
(a)	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).
(b)	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.
(c)	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.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bloom Retirement Holdings Inc.

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri, Majority Shareholder
Date:	10/15/2025

Reza Jahangiri

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri
Date:	10/15/2025

FAQ

What stake in FOA (NYSE: FOA) do Bloom Retirement Holdings and Reza Jahangiri report?

They may be deemed to beneficially own 2,126,091 shares, representing 9.49% of Class A common stock.

What baseline shares outstanding did FOA disclose for the ownership calculation?

The percentage is based on 11,079,270 shares outstanding as of August 6, 2025.

How many FOAEC Units are referenced and what is their exchange ratio?

Bloom holds 1,799,607 FOAEC Units, each exchangeable into one share of Class A common stock.

What is the Control Condition mentioned in the filing?

FOAEC issuances are limited so ownership does not exceed 9.49% until certain consents and approvals are satisfied.

Did the reporting persons sell any FOA shares recently?

Yes. Bloom disposed of 140,022 shares in open-market transactions under a 2025 Rule 10b5-1 trading plan.

Who holds voting and dispositive power over the reported shares?

The reporting persons have shared voting and dispositive power over 2,126,091 shares, with no sole power.