SCHEDULE: Finance of America Insider Trims Stake

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

Summary

• This document is Amendment No. 10 to the Schedule 13D filing for Finance of America Companies Inc. (Issuer).
• The reporting persons are Bloom Retirement Holdings Inc. and Reza Jahangiri, who is the majority shareholder of Bloom Retirement Holdings Inc.
• Beneficial ownership stands at 2,410,533 shares of Class A Common Stock, representing 9.49% of the outstanding Class A Common Stock.
• This ownership includes 610,926 shares of Class A Common Stock and 1,799,607 FOAEC Units.
• Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis, subject to a 'Control Condition' that limits ownership to 9.49% until certain consents and approvals are satisfied.
• Bloom Retirement Holdings Inc. disposed of 134,012 shares of Class A Common Stock in open-market transactions.
• These sales were conducted pursuant to a 2025 10b5-1 Trading Plan.
• The transactions occurred between June 23, 2025, and August 6, 2025, with weighted average prices per share ranging from $20.5394 to $24.8034.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, even though it's under a 10b5-1 plan. While planned, it still represents a reduction in a significant holder's stake.

Positives

• The share dispositions were conducted under a pre-arranged 10b5-1 trading plan, indicating a structured and compliant approach to selling shares.
• Shares were sold at relatively high prices, with some transactions exceeding $24 per share.

Negatives

• A significant insider, Bloom Retirement Holdings Inc. (controlled by Reza Jahangiri), reduced its beneficial ownership by 134,012 shares.
• The reduction in a key insider's stake could be perceived by the market as a negative signal regarding future company prospects or valuation.

Risks

• The 'Control Condition' limits the conversion of FOAEC Units into Class A Common Stock, potentially restricting the reporting persons' ability to fully realize their ownership or influence until specific consents, approvals, authorizations, and waivers are satisfied.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the ongoing nature of the 10b5-1 trading plan and the conditions for FOAEC Unit conversion.

Management Comments

• The reporting persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

Industry Context

This filing reflects an insider's adjustment of their stake in a financial services company, which is a common occurrence in the industry. The use of a 10b5-1 plan is a standard practice for insiders to sell shares compliantly.

Comparison to Industry Standards

• Not applicable, as this filing primarily details a change in beneficial ownership by an insider, rather than operational or financial results that can be benchmarked against industry peers or specific projects.

Stakeholder Impact

• Shareholders may interpret the insider selling as a negative signal regarding future company performance or valuation.
• The reduction in stake by a significant holder could potentially reduce their influence on corporate governance over time, although the 'Control Condition' still ties a large portion of their potential ownership to regulatory approvals.

Next Steps

• The reporting persons will continue to operate under the 2025 10b5-1 Trading Plan for future dispositions.
• The conversion of FOAEC Units into Class A Common Stock remains subject to the satisfaction of the 'Control Condition' (certain consents, approvals, authorizations, and waivers).

Key Dates

Recommendation

While the insider selling is a negative signal, it was conducted under a pre-arranged 10b5-1 plan, suggesting a planned portfolio adjustment rather than an immediate reaction to adverse company news. The remaining significant stake and the 'Control Condition' on FOAEC Units indicate continued, albeit limited, long-term interest. Investors should monitor future filings and company performance for clearer directional signals.

Keywords

Finance of America, FOA, Schedule 13D, Insider Selling, Share Disposal, Reza Jahangiri, Bloom Retirement Holdings, Common Stock, SEC Filing, Ownership Change, 10b5-1 Plan