SCHEDULE 13D/A: Finance of America Insider Establishes New 10b5-1 Trading Plan for Share Sales

Bloom Retirement Holdings Inc., a significant shareholder of Finance of America Companies Inc., has terminated its previous 10b5-1 trading plan and adopted a new one to sell up to 724,249 shares of Class A Common Stock.

Summary

• Bloom Retirement Holdings Inc., controlled by Reza Jahangiri, has terminated its previously disclosed 2025 10b5-1 Trading Plan on May 15, 2025.
• A new May 2025 10b5-1 Trading Plan was entered into on May 23, 2025, allowing Goldman Sachs & Co. LLC to make periodic sales of up to 724,249 shares of Class A Common Stock.
• Sales under the new plan are scheduled to begin on June 23, 2025, and the plan is set to end on June 19, 2026.
• The reporting persons (Bloom Retirement Holdings Inc. and Reza Jahangiri) beneficially own 2,544,545 shares of Class A Common Stock, representing 9.49% of the outstanding shares.
• As of May 16, 2025, there were 11,059,266 shares of Class A Common Stock outstanding.
• Since the last filing, Bloom Retirement Holdings Inc. disposed of 2,152 shares by gift on May 1, 2025, and 75,751 shares through open-market transactions under the previous 2025 10b5-1 Trading Plan between April 17, 2025, and May 14, 2025, at weighted average prices ranging from $18.5404 to $21.9090 per share.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, a 10b5-1 plan is a pre-scheduled, compliant method for liquidity management and is generally not a direct signal of negative company performance or outlook.

Positives

• The establishment of a 10b5-1 trading plan demonstrates a structured and pre-planned approach to insider share sales, which can reduce the perception of opportunistic or reactive selling.
• The plan adheres to SEC Rule 10b5-1, providing an affirmative defense against insider trading allegations, indicating compliance with regulatory requirements.

Negatives

• The planned sale of up to 724,249 shares by a significant beneficial owner (9.49% holder) could introduce selling pressure on the Class A Common Stock.
• The termination of a previous trading plan and immediate adoption of a new one, while common, signifies ongoing insider liquidity management rather than a cessation of sales.

Risks

• Sales under the plan may be suspended if the Issuer is a shell company or former shell company and fails to comply with timely filing of quarterly or annual reports required by the SEC, potentially impacting the insider's ability to liquidate shares.
• The Broker (Goldman Sachs & Co. LLC) is not liable for sales that fail to comply with Rule 144 due to the Issuer's status as a shell company or delays/failures in timely filing of periodic reports by the Issuer.
• The Client (Bloom Retirement Holdings Inc.) is solely responsible for any required filings under Sections 13(d) or 13(g) of the Exchange Act, and for compliance with Rule 144 if they are an affiliate or control person.

Future Outlook

Bloom Retirement Holdings Inc. plans to sell up to an aggregate of 724,249 shares of Class A Common Stock through periodic sales beginning on June 23, 2025, and continuing until June 19, 2026, under a new 10b5-1 trading plan.

Industry Context

This filing is a routine disclosure of an insider trading plan, common for executives and large shareholders to manage personal liquidity and diversification in compliance with securities laws. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on the Class A Common Stock due to the planned disposal of a significant number of shares by a major beneficial owner.

Next Steps

• Execution of periodic sales of Class A Common Stock by Goldman Sachs & Co. LLC on behalf of Bloom Retirement Holdings Inc. under the May 2025 10b5-1 Trading Plan, commencing June 23, 2025.
• The trading plan is expected to continue until its end date of June 19, 2026.

Key Dates

Keywords

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