SCHEDULE 13D/A: Bloom Retirement Holdings Reduces Finance of America Stake

Bloom Retirement Holdings Inc. and Reza Jahangiri reported a decrease in their beneficial ownership of Finance of America Companies Inc. Class A Common Stock to 9.49% after disposing of 144,420 shares.

Summary

• Bloom Retirement Holdings Inc. and Reza Jahangiri, as reporting persons, beneficially own 2,266,113 shares of Finance of America Companies Inc. Class A Common Stock.
• This represents 9.49% of the Class A Common Stock outstanding, based on 11,079,270 shares as of August 6, 2025.
• Bloom Retirement Holdings Inc. holds 466,506 shares of Class A Common Stock and 1,799,607 FOAEC Units.
• FOAEC Units are exchangeable into Class A Common Stock on a one-for-one basis.
• The reporting persons disposed of 144,420 shares of Class A Common Stock through open-market transactions between August 7, 2025, and September 12, 2025.
• These dispositions were executed under a 2025 10b5-1 Trading Plan.
• The percentage of beneficial ownership is subject to a "Control Condition" which limits FOAEC Unit issuance if ownership exceeds 9.49% until certain consents are met.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider selling, even if planned. While a 10b5-1 plan suggests a pre-determined sale, it still indicates a reduction in a key insider's stake, which can be perceived as a lack of conviction or a move to diversify away from the company.

Positives

• The dispositions were conducted under a pre-arranged 10b5-1 trading plan, indicating a structured approach to share sales rather than an immediate reaction to market events.

Negatives

• A significant insider (Bloom Retirement Holdings Inc., controlled by Reza Jahangiri) has reduced its stake in the company by 144,420 shares.

Risks

• The "Control Condition" limits the issuance of FOAEC Units if beneficial ownership exceeds 9.49% until specific consents, approvals, authorizations, and waivers are satisfied, which could impact the full conversion of FOAEC Units into Class A Common Stock.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from the company or the reporting persons beyond the ongoing nature of the 10b5-1 trading plan and the conditions for FOAEC Unit issuance.

Management Comments

• Reza Jahangiri, as the majority shareholder of Bloom Retirement Holdings Inc., signed the filing, certifying the information is true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing reflects an insider's adjustment to their equity position in Finance of America Companies Inc., a financial services company. Such insider selling, even under a 10b5-1 plan, can be observed by the market as a signal, though the specific reasons for the sale are not disclosed in this filing. The financial services industry, particularly mortgage and lending sectors, often sees dynamic insider activity in response to market conditions and personal financial planning.

Stakeholder Impact

• Shareholders: The reduction in insider ownership might be perceived negatively, potentially influencing investor sentiment and share price.

Next Steps

• The reporting persons undertake to provide full information regarding shares sold at each separate price for each transaction upon request by the SEC, the Issuer, or a security holder.
• The "Control Condition" implies future actions or satisfaction of conditions (consents, approvals, authorizations, waivers) are required before Bloom Retirement Holdings Inc. can exceed the 9.49% ownership threshold through FOAEC Unit conversion.

Key Dates

Recommendation

While the insider selling is a negative signal, it was conducted under a pre-arranged 10b5-1 plan, which mitigates the immediate negative interpretation compared to unplanned sales. The filing itself does not provide new operational or financial performance data for Finance of America Companies Inc. to warrant a strong buy or sell recommendation. Investors should hold and monitor future filings for company performance and further insider activity, especially regarding the 'Control Condition' and FOAEC Unit conversions.

Keywords

Finance of America Companies Inc., FOA, Class A Common Stock, Schedule 13D/A, Beneficial Ownership, Insider Selling, Reza Jahangiri, Bloom Retirement Holdings, 10b5-1 Plan, SEC Filing