STOCK TITAN

Finance of America (NYSE: FOA) investor reports 1,481,039-share, 9.49% position

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Bloom Retirement Holdings Inc. and Reza Jahangiri report beneficial ownership of 1,481,039 shares of Finance of America Companies Inc. Class A common stock, representing 9.49% of the class as of August 5, 2026. This percentage is based on 8,936,570 Class A shares outstanding as of June 26, 2026.

Bloom Retirement Holdings is the record holder of 571,175 Class A shares and 909,864 FOAEC Units, each exchangeable one-for-one into Class A stock, with issuances limited by a 9.49% ownership "Control Condition" under an Asset Purchase Agreement. An amended and restated charter effective July 31, 2026 reclassified Class B shares so that each FOAEC Unit corresponds to one Class B share with one vote. In the last 60 days, Bloom Retirement Holdings disposed of 95,204 shares in open-market transactions under a 2026 10b5-1 Trading Plan and made gifts of 720 and 1,931 shares.

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Beneficial ownership 1,481,039 shares of Class A common stock Shares beneficially owned by Bloom Retirement Holdings Inc. and Reza Jahangiri as of August 5, 2026
Ownership percentage 9.49% of Class A common stock Percent of class represented by 1,481,039 shares, giving effect to the Control Condition
Shares outstanding 8,936,570 shares Class A shares outstanding as of June 26, 2026, per the issuer’s Definitive Schedule 14C
Class A shares held 571,175 shares Finance of America Class A common stock held of record by Bloom Retirement Holdings Inc.
FOAEC Units 909,864 FOAEC Units Maximum number of FOAEC Units that may be issued to Bloom Retirement Holdings Inc. under the Asset Purchase Agreement
Recent open-market dispositions 95,204 shares Class A shares disposed of in open-market transactions in the last 60 days under the 2026 10b5-1 Trading Plan
Gifts of shares 720 shares; 1,931 shares Class A shares disposed of by gift on June 5, 2026 and June 29, 2026
FOAEC Units financial
"The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued"
Asset Purchase Agreement financial
"may be issued pursuant to the Asset Purchase Agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Control Condition financial
"until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition")"
Second Amended and Restated Certificate of Incorporation regulatory
"the Issuer's Second Amended and Restated Certificate of Incorporation (the "A&R Charter") became effective"
2026 10b5-1 Trading Plan regulatory
"open-market transactions pursuant to the 2026 10b5-1 Trading Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Finance of America Companies Inc. (FOA) do Bloom Retirement Holdings and Reza Jahangiri beneficially own?

Bloom Retirement Holdings Inc. and Reza Jahangiri beneficially own 1,481,039 shares of Finance of America Companies Inc. Class A common stock, equal to 9.49% of the class. This percentage is based on 8,936,570 Class A shares outstanding as of June 26, 2026.

How is the FOA position of Bloom Retirement Holdings structured between Class A shares and FOAEC Units?

Bloom Retirement Holdings is the record holder of 571,175 Finance of America Class A shares and 909,864 FOAEC Units. Each FOAEC Unit is exchangeable into one share of Class A common stock, forming part of the reported 1,481,039-share beneficial position.

What is the 9.49% Control Condition affecting Bloom Retirement Holdings’ ownership in FOA?

Under an Asset Purchase Agreement, Bloom Retirement Holdings will be issued FOAEC Units only so its ownership does not exceed 9.49% of outstanding Class A shares, assuming exchange of all FOAEC Units. This ownership cap, defined as the Control Condition, applies until specified consents and approvals are satisfied.

What recent FOA share transactions have Bloom Retirement Holdings and Reza Jahangiri reported?

In the last 60 days, Bloom Retirement Holdings disposed of 95,204 Finance of America Class A shares in open-market transactions under a 2026 10b5-1 Trading Plan. It also made gifts of 720 shares on June 5, 2026 and 1,931 shares on June 29, 2026.

How did the July 31, 2026 charter amendment affect FOAEC Units and Class B voting for FOA?

A Second Amended and Restated Certificate of Incorporation effective July 31, 2026 reclassified Class B common stock so that each FOAEC Unit corresponds to one Class B share. Each Class B share now carries one vote on matters on which holders of Class B may vote.





31738L206

(CUSIP Number)
Reza Jahangiri
895 Dove Street, Suite 300,
Newport Beach, CA, 92660
(866) 948-0003

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/05/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Bloom Retirement Holdings Inc.
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri, Majority Shareholder
Date:08/06/2026
Reza Jahangiri
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri
Date:08/06/2026