SCHEDULE: Bloom Retirement Holdings Reduces Finance of America Stake

Bloom Retirement Holdings Inc. and Reza Jahangiri updated their beneficial ownership in Finance of America Companies Inc., reporting a reduction in their stake to 9.49% through open-market sales.

Summary

• Bloom Retirement Holdings Inc. and Reza Jahangiri filed Amendment No. 14 to Schedule 13D regarding their beneficial ownership in Finance of America Companies Inc.
• The reporting persons beneficially own 1,894,904 shares of Class A Common Stock, representing 9.49% of the outstanding Class A Common Stock as of November 7, 2025.
• This ownership includes 95,297 shares of Class A Common Stock and 1,799,607 FOAEC Units, each exchangeable into Class A Common Stock on a one-for-one basis.
• Bloom Retirement Holdings Inc. disposed of 100,704 shares of Class A Common Stock in open-market transactions between November 21, 2025, and December 23, 2025.
• These sales were executed pursuant to a 2025 10b5-1 Trading Plan.
• The reported percentage of Class A Common Stock gives effect to a 'Control Condition' which limits ownership to 9.49% until certain consents, approvals, authorizations, and waivers are satisfied.

Sentiment

Score: 4

Explanation: The filing indicates a significant shareholder has reduced their stake in the company through a pre-planned trading arrangement, which can be perceived negatively by the market, though the planned nature mitigates some immediate alarm.

Negatives

• A significant shareholder, Bloom Retirement Holdings Inc., reduced its stake by disposing of 100,704 shares of Class A Common Stock.
• The sales occurred over a period from November 21, 2025, to December 23, 2025, indicating a systematic reduction in exposure.
• The weighted average price per share for these dispositions ranged from approximately $22.4155 to $24.1012.

Risks

• The 'Control Condition' limits the issuance of FOAEC Units if ownership exceeds 9.49% until certain consents, approvals, authorizations, and waivers are satisfied. Failure to satisfy these conditions could impact the full conversion of FOAEC Units into Class A Common Stock.

Future Outlook

The full conversion of FOAEC Units into Class A Common Stock is contingent upon the satisfaction of the 'Control Condition,' which requires certain consents, approvals, authorizations, and waivers.

Industry Context

Insider selling, even through a 10b5-1 plan, can sometimes be interpreted by the market as a lack of confidence from a significant shareholder, potentially signaling concerns about future performance or valuation within the financial services industry, particularly for companies involved in lending or specialized finance like Finance of America.

Stakeholder Impact

• Shareholders may view the reduction in stake by a significant holder as a negative signal regarding the company's future prospects or valuation, potentially impacting investor sentiment.

Next Steps

• Satisfaction of the 'Control Condition' for the full conversion of FOAEC Units into Class A Common Stock.

Key Dates

Recommendation

While a significant shareholder has reduced their stake, the sales were conducted under a pre-planned 10b5-1 trading plan, which often indicates a personal liquidity event or portfolio rebalancing rather than a sudden loss of confidence in the company's fundamentals. Without additional information on the company's financial performance or other market factors, a 'hold' recommendation is prudent, advising investors to monitor future filings and company performance closely.

Keywords

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