Finance of America Companies Inc-A美股招股说明书(2026-02-26版)

50,000 Shares of Series A Convertible Perpetual Preferred Stock2,326,190 Shares of Class A Common Stock underlying Series A Convertible PerpetualPreferred Stock This prospectus relates to the offer and sale, from time to time, by the selling stockholders named herein, of an aggregate of up to50,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), of Financeof America Companies Inc. (the “Company”), and up to 2,326,190 shares of the Class A common stock, par value $0.0001 per share(“Class A Common Stock”), of the Company, which shares of Class A Common Stock are issuable by the Company upon theconversion of the Series A Preferred Stock. For more information about the selling stockholders, the related transactions and the terms of conversion of the Series A PreferredStock, see the sections entitled “Selling Stockholders” and “Description of Securities” of this prospectus. We are not selling any shares under this prospectus and will not receive any proceeds from the sale of shares of Series A PreferredStock or Class A Common Stock by the selling stockholders pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that the selling stockholders will offer or sell any of theshares. The selling stockholders may sell the shares of Series A Preferred Stock or Class A Common Stock covered by this prospectusin a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell theshares in the section entitled “Plan of Distribution.” Our Class A Common Stock is listed on the New York Stock Exchange (“NYSE”) and NYSE Texas, Inc. (“NYSE Texas”), underthe symbol “FOA.” On February 24, 2026, the closing price of our Class A Common Stock on the NYSE was $19.29 per share. See the section entitled “Risk Factors” beginning on page 6 of this prospectus to read about factors you should considerbefore buying our securities. Neither the Securities and Exchange Commission nor any regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus isFebruary 25, 2026 TABLE OF CONTENTS About This ProspectusCautionary Note Regarding Forward-Looking StatementsThe CompanyRisk FactorsUse of ProceedsSelling StockholdersDescription of SecuritiesCertain U.S. Federal Income Tax ConsiderationsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) usingthe “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell the securitiesoffered by them described in this prospectus. Neither we nor the selling stockholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders take responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the sellingstockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, orupdate or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modifiedor superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies orsupersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, andany statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the informationcontained in this prospectus, any applicable prospectus supplement and any related free writing prospectus together with the additionalinformation to which we refer you to in the sections of this prospectus entitled “Where You Can Find More Information” and“Incorporation by Reference.” Unless the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” “FOA,” or the “Company” refer toFinance of America Companies Inc. and its consolidated subsidiaries. References to “FOA Equity” are to Finance of America EquityCapital LLC, a Delaware limited liability company, that the Company controls in an “UP-C” structure. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meanin