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Bloom Retirement (NYSE: FOA) keeps 9.49% stake, forfeits FOAEC units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Bloom Retirement Holdings Inc. and Reza Jahangiri amended their Schedule 13D on Finance of America Companies Inc., reporting beneficial ownership of 1,576,243 shares of Class A Common Stock, or 9.49% of the class, based on 8,551,931 shares outstanding as of March 18, 2026.

The position includes 666,379 Class A shares and 909,864 FOAEC Units, each exchangeable one-for-one into Class A stock, subject to a 9.49% ownership cap under a Control Condition in the Asset Purchase Agreement. On April 9, 2026, they agreed to forfeit 239,743 FOAEC Units for no consideration.

Positive

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Beneficial ownership 1,576,243 shares Class A Common Stock beneficially owned by reporting persons
Ownership percentage 9.49% Percent of Class A Common Stock represented by 1,576,243 shares
Shares outstanding 8,551,931 shares Class A Common Stock outstanding as of March 18, 2026
Class A shares held 666,379 shares Class A Common Stock held of record by Bloom Retirement Holdings Inc.
FOAEC Units held 909,864 FOAEC Units Maximum number of FOAEC Units that may be issued under Asset Purchase Agreement
FOAEC Units forfeited 239,743 FOAEC Units Units forfeited to the issuer for no consideration on April 9, 2026
FOAEC Units financial
"Bloom Retirement Holdings Inc. is the record holder of 666,379 shares of Class A Common Stock and 909,864 FOAEC Units, as reported herein."
Asset Purchase Agreement financial
"The FOAEC Units reported above represent the maximum number of FOAEC Units that 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")."
Conversion Agreement financial
"The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4."
A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.
Definitive Proxy Statement regulatory
"based upon 8,551,931 shares of Class A Common Stock outstanding as of March 18, 2026, as set forth in the Issuer's Definitive Proxy Statement filed by the Issuer on April 7, 2026."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Schedule 13D regulatory
"This Amendment No. 15 to ("Amendment No. 15") amends and supplements the originally filed with the on April 10, 2023"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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

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FAQ

How much of Finance of America (FOA) does Bloom Retirement Holdings beneficially own?
Bloom Retirement Holdings Inc. and Reza Jahangiri beneficially own 1,576,243 shares of Finance of America Class A Common Stock, representing 9.49% of the class. This percentage is calculated using 8,551,931 Class A shares outstanding as of March 18, 2026, from the company’s Definitive Proxy Statement.

What securities make up Reza Jahangiri’s reported FOA beneficial ownership?
The reported beneficial ownership consists of 666,379 shares of Class A Common Stock and 909,864 FOAEC Units. Each FOAEC Unit is exchangeable into one share of Class A Common Stock at the holder’s option, subject to conditions in the Asset Purchase Agreement and the Control Condition.

What are FOAEC Units in the Finance of America (FOA) Schedule 13D/A filing?
FOAEC Units are securities issued under an Asset Purchase Agreement, each exchangeable one-for-one into a share of Finance of America Class A Common Stock at the holder’s option. Bloom Retirement’s FOAEC Units are issued only while its ownership remains at or below the 9.49% cap until specified conditions are satisfied.

What change did Bloom Retirement and Reza Jahangiri report regarding FOAEC Units?
On April 9, 2026, the reporting persons agreed to forfeit 239,743 FOAEC Units to Finance of America Companies Inc. for no consideration. Aside from this forfeiture, the amendment states they have not effected any other transactions in Class A Common Stock or FOAEC Units in the last 60 days.

What is the Control Condition mentioned in the Bloom Retirement FOA filing?
The Control Condition limits issuance of FOAEC Units so Bloom Retirement’s ownership does not exceed 9.49% of outstanding Class A shares, assuming all FOAEC Units are exchanged. Additional issuance requires certain consents, approvals, authorizations and waivers to be satisfied under the Asset Purchase Agreement.

How is Reza Jahangiri connected to Bloom Retirement Holdings in the FOA stake?
Reza Jahangiri is described as the majority shareholder of Bloom Retirement Holdings Inc. He may be deemed to share voting and dispositive power over the Finance of America Class A Common Stock and FOAEC Units held by Bloom Retirement, leading to the same 1,576,243-share beneficial ownership being reported for him personally.



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)
04/09/2026
(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).


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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Bloom Retirement Holdings Inc.
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri, Majority Shareholder
Date:04/28/2026
Reza Jahangiri
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri
Date:04/28/2026

Source: View Original Filing on SEC EDGAR