SCHEDULE: Major Shareholder 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.

Summary

• Bloom Retirement Holdings Inc. and Reza Jahangiri, as reporting persons, beneficially own 2,126,091 shares of Class A Common Stock of Finance of America Companies Inc.
• This represents 9.49% of the Class A Common Stock outstanding, based on 11,079,270 shares outstanding as of August 6, 2025.
• Bloom Retirement Holdings Inc. is the record holder of 326,484 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.
• Reza Jahangiri, as the majority shareholder of Bloom Retirement Holdings Inc., shares voting and dispositive power over these securities.
• Since the most recent filing, Bloom Retirement Holdings Inc. disposed of 140,022 shares of Class A Common Stock in open-market transactions between September 15, 2025, and October 13, 2025, pursuant to a 2025 10b5-1 Trading Plan.
• The weighted average prices for these sales ranged from $21.8466 to $25.6443 per share.

Sentiment

Score: 4

Explanation: The filing indicates a significant reduction in beneficial ownership by a major shareholder through open-market sales. While these sales are part of a pre-planned trading strategy (10b5-1 plan), a large holder reducing their stake can be perceived negatively by the market, potentially impacting investor confidence.

Negatives

• A significant reduction in beneficial ownership by a major shareholder (140,022 shares) could be perceived negatively by the market.
• Ongoing sales under the 10b5-1 Trading Plan could exert downward pressure on the stock price.

Risks

• The 'Control Condition' limits Bloom Retirement Holdings Inc.'s ownership to 9.49% of outstanding Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until certain consents, approvals, authorizations, and waivers are satisfied, which could impact future strategic flexibility or ownership structure.
• Continued sales by the reporting persons could lead to increased supply of shares in the market, potentially affecting the stock price.

Future Outlook

Bloom Retirement Holdings Inc. continues to execute sales of Class A Common Stock under its 2025 10b5-1 Trading Plan, indicating a structured approach to reducing its stake.

Management Comments

• Reza Jahangiri, Majority Shareholder of Bloom Retirement Holdings Inc., signed the filing, certifying the information to be true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing primarily concerns a change in beneficial ownership by a significant shareholder and does not provide information directly related to broader industry trends or competitive landscape. It reflects an individual investor's portfolio management strategy.

Stakeholder Impact

• Shareholders may view the reduction in a major holder's stake as a negative signal, potentially impacting investor confidence and the company's stock price.
• The 'Control Condition' could affect future strategic decisions related to ownership structure and potential corporate actions.

Next Steps

• Continued monitoring of the 2025 10b5-1 Trading Plan for further share disposals by Bloom Retirement Holdings Inc.

Key Dates

Recommendation

While a major shareholder has significantly reduced their stake through a pre-planned trading program, this filing primarily updates beneficial ownership and does not provide new operational or financial performance data for the company. Investors should monitor future filings and company performance for a more comprehensive view before making definitive buy or sell decisions, as the sales are part of a structured plan rather than an immediate reaction to new company-specific news.

Keywords

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