SCHEDULE: Bloom Retirement Holdings Reduces Stake in Finance of America

Bloom Retirement Holdings Inc. and Reza Jahangiri have reduced their beneficial ownership in Finance of America Companies Inc. to 9.49% through open-market sales and a gift.

Summary

• Bloom Retirement Holdings Inc. and Reza Jahangiri, as reporting persons, beneficially own 1,995,608 shares of Finance of America Companies Inc. Class A Common Stock as of November 20, 2025.
• This ownership represents 9.49% of the Class A Common Stock outstanding, based on 7,891,348 shares outstanding as of November 7, 2025.
• Bloom Retirement Holdings Inc. disposed of 126,173 shares of Class A Common Stock in open-market transactions between October 14, 2025, and November 20, 2025, pursuant to a 2025 10b5-1 Trading Plan.
• Additionally, on November 12, 2025, Bloom Retirement Holdings Inc. disposed of 4,310 shares of Class A Common Stock by gift.
• The beneficial ownership includes 196,001 shares of Class A Common Stock and 1,799,607 FOAEC Units, which are exchangeable into Class A Common Stock on a one-for-one basis.
• The reported percentage of ownership gives effect to a 'Control Condition' which limits the issuance of FOAEC Units if ownership exceeds 9.49% until certain consents, approvals, authorizations, and waivers are satisfied.

Sentiment

Score: 4

Explanation: The reduction in a significant beneficial ownership stake by a key individual and entity is generally viewed negatively, suggesting a potential lack of conviction or a strategic exit, despite being executed via a 10b5-1 plan. The continued presence of the Control Condition also adds a layer of complexity to the full realization of FOAEC Units.

Negatives

• Bloom Retirement Holdings Inc. and Reza Jahangiri, significant beneficial owners, have reduced their stake in Finance of America Companies Inc. by a total of 130,483 shares (126,173 via open-market sales and 4,310 via gift).
• The reduction in ownership by a key beneficial holder could be interpreted as a negative signal regarding future prospects or a strategic portfolio adjustment.

Risks

• The 'Control Condition' limits the issuance of FOAEC Units to Bloom Retirement Holdings Inc. if its ownership exceeds 9.49% of the outstanding Class A Common Stock until specific consents, approvals, authorizations, and waivers are satisfied, which could delay or prevent the full conversion of all FOAEC Units.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from the company or the reporting persons beyond the mechanics of the Control Condition for FOAEC Units.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant shareholder. It does not provide broader industry context or trends, focusing solely on the specific ownership stake of Bloom Retirement Holdings Inc. and Reza Jahangiri in Finance of America Companies Inc.

Stakeholder Impact

• Shareholders: The reduction in stake by a significant beneficial owner could be perceived negatively, potentially impacting investor confidence and share price.

Next Steps

• The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price for each transaction upon request by the SEC staff, the Issuer, or a security holder.
• Satisfaction of conditions related to the 'Control Condition' for the full issuance and conversion of FOAEC Units.

Key Dates

Recommendation

While a significant beneficial owner has reduced their stake, the sales were conducted under a 10b5-1 trading plan, which suggests a pre-planned disposition rather than an immediate reaction to new negative information. The remaining stake is still substantial at 9.49%, indicating continued interest. Investors should monitor future filings and company performance for further insights, but a 'hold' position is warranted given the mixed signals.

Keywords

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