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[SCHEDULE 13D/A] Finance of America Companies Inc. SEC Filing

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SCHEDULE 13D/A

Rhea-AI Filing Summary

Finance of America Companies Inc. received an updated ownership filing from Bloom Retirement Holdings Inc. and its majority shareholder, Reza Jahangiri. As of December 23, 2025, they may be deemed to beneficially own 1,894,904 shares of Class A Common Stock, representing 9.49% of the outstanding Class A shares, based on 7,891,348 shares outstanding as of November 7, 2025.

The position includes 95,297 shares of Class A Common Stock held of record by Bloom Retirement Holdings Inc. and 1,799,607 FOAEC Units, each exchangeable on a one-for-one basis into Class A Common Stock. Issuance of FOAEC Units is limited so that Bloom’s ownership does not exceed 9.49% until certain consents, approvals, authorizations and waivers under the Asset Purchase Agreement are satisfied, referred to as the Control Condition.

Since the prior amendment, Bloom Retirement Holdings Inc. has sold 100,704 shares of Class A Common Stock in open-market transactions under a 2025 Rule 10b5-1 trading plan. Except for these plan transactions, the reporting persons state they have not effected other trades in the stock since Amendment No. 13.

Positive

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Negative

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Insights

Bloom Retirement and Reza Jahangiri reaffirm a sub-10% economic stake with structured limits.

The filing reports that Bloom Retirement Holdings Inc. and its majority shareholder, Reza Jahangiri, may be deemed to beneficially own 1,894,904 shares of Finance of America Class A Common Stock, equal to 9.49% of the class as of a base of 7,891,348 shares outstanding on November 7, 2025. This stake combines 95,297 shares held of record with 1,799,607 FOAEC Units, which are exchangeable into Class A shares on a one-for-one basis under previously disclosed agreements.

The structure is constrained by a Control Condition in the Asset Purchase Agreement, under which FOAEC Units are issued only to the extent Bloom’s ownership does not exceed 9.49% of outstanding Class A shares (assuming exchange of all FOAEC Units) until specified consents, approvals, authorizations and waivers are satisfied. This keeps their reported economic interest below a 10% threshold while those conditions remain in place.

The filing also notes that Bloom Retirement Holdings Inc. has disposed of 100,704 shares of Class A Common Stock in open-market sales executed under a 2025 Rule 10b5-1 trading plan, with transaction details summarized in Annex A. Subsequent company disclosures may provide more context on how satisfaction of the Control Condition or further 10b5-1 activity affects the composition of this beneficial stake over time.






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).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Bloom Retirement Holdings Inc.
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri, Majority Shareholder
Date:12/30/2025
Reza Jahangiri
Signature:/s/ Reza Jahangiri
Name/Title:Reza Jahangiri
Date:12/30/2025
Finance Of America Companies Inc

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