Reza Jahangiri/Bloom Hold 2.41M FOA Shares; 1.8M FOAEC Units Convertible

Rhea-AI Filing Summary

Amendment No. 10 to the Schedule 13D discloses that Bloom Retirement Holdings Inc. and Reza Jahangiri may be deemed to beneficially own 2,410,533 shares of Finance of America Companies Inc. Class A common stock, equal to 9.49% of the Class A based on 11,059,266 shares outstanding as of May 16, 2025. Bloom is the record holder of 610,926 shares and holds 1,799,607 FOAEC Units; each FOAEC Unit is exchangeable one-for-one into Class A Common Stock, but issuance of units is limited so Bloom's ownership does not exceed 9.49% until specified consents and approvals (the "Control Condition") are satisfied. The filing also reports Bloom disposed of 134,012 shares in open-market transactions under a 2025 10b5-1 Trading Plan, with transaction details provided in Annex A. This amendment supplements the Schedule 13D originally filed April 10, 2023.

Positive

• Significant disclosed stake: Reporting persons may beneficially own 2,410,533 Class A shares, representing 9.49% of the class.
• Convertible exposure disclosed: Bloom reports 1,799,607 FOAEC Units exchangeable one-for-one into Class A Common Stock.

Negative

• Open-market dispositions: Bloom Retirement disposed of 134,012 Class A shares under a 2025 10b5-1 Trading Plan.
• Issuance constrained: FOAEC Unit issuance is limited by a "Control Condition" and requires consents/approvals before additional units may be issued to Bloom.

Insights

Financial Analyst

TL;DR: Bloom Retirement and Reza Jahangiri report 2,410,533 FOA shares (9.49%) and 1,799,607 convertible FOAEC Units.

The disclosure clarifies ownership and convertible exposure: the reporting persons may be deemed to beneficially own 2,410,533 Class A shares, reflecting shared voting and dispositive power. Bloom holds 610,926 record shares and 1,799,607 FOAEC Units that are exchangeable one-for-one into Class A shares, subject to a Control Condition that limits issuance to maintain ownership at or below 9.49%. The filing notes the disposition of 134,012 shares under a 2025 10b5-1 plan; Annex A provides trade dates and weighted average prices. These are material ownership and conversion terms investors should note.

Corporate Governance Expert

TL;DR: The amendment emphasizes conversion rights and a Control Condition that constrains immediate unit issuance to preserve a sub-9.49% ownership level.

The filing specifies the mechanics that affect potential future dilution or ownership shifts: FOAEC Units are convertible one-for-one, but issuance is conditioned on consents, approvals and waivers described in the Asset Purchase Agreement and Conversion Agreement. The disclosure of 10b5-1 sales (134,012 shares) since the prior filing provides transparency on recent trading activity. The amendment serves to update investors on ownership composition and conversion contingencies without providing new operational or financial results.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Finance of America Companies Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

31738L107

(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)

08/06/2025

(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).

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Bloom Retirement Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,410,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,410,533.00

11

Aggregate amount beneficially owned by each reporting person

2,410,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.49 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Reza Jahangiri

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,410,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,410,533.00

11

Aggregate amount beneficially owned by each reporting person

2,410,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.49 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Finance of America Companies Inc.
(c)	Address of Issuer's Principal Executive Offices: 5830 Granite Parkway, Suite 400, Plano, TEXAS , 75024.
Item 1 Comment: This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on April 10, 2023 (as amended to date, the "Schedule 13D"), relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Finance of America Companies Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own 2,410,533 shares of Class A Common Stock, representing 9.49% of the Class A Common Stock outstanding based upon 11,059,266 shares of Class A Common Stock outstanding as of May 16, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q/A filed by the Issuer on May 23, 2025. The percentage of the Class A Common Stock reported herein gives effect to the Control Condition (as defined below).
(b)	The information contained on the cover pages is incorporated by reference to this Item 5. Bloom Retirement Holdings Inc. is the record holder of 610,926 shares of Class A Common Stock and 1,799,607 FOAEC Units, as reported herein. Mr. Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. and may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc. The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4. The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition"). Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis at the option of the holder.
(c)	Since the Reporting Persons' most recent filing in Schedule 13D, Bloom Retirement Holdings Inc. has disposed of 134,012 shares of Class A Common Stock in a series of open-market transactions pursuant to the 2025 10b5-1 Trading Plan. Details by date, listing the number of shares of Class A Common Stock disposed of pursuant to the 2025 10b5-1 Trading Plan and the weighted average price per share, are provided in Annex A. 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. Except as described in this Amendment No. 10, the Reporting Persons have not effected any other transactions with respect to the Class A Common Stock in the last 60 days.
(d)	None
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bloom Retirement Holdings Inc.

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri, Majority Shareholder
Date:	08/08/2025

Reza Jahangiri

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri
Date:	08/08/2025

FAQ

How many FOA shares do Bloom Retirement and Reza Jahangiri beneficially own?

2,410,533 shares, representing 9.49% of Class A common stock based on 11,059,266 shares outstanding as of May 16, 2025.

What FOAEC Units are disclosed and what are the conversion terms?

1,799,607 FOAEC Units are reported; each is exchangeable one-for-one into Class A Common Stock at the option of the holder.

Did the reporting persons recently sell FOA shares?

Yes. Bloom Retirement disposed of 134,012 shares in open-market transactions pursuant to a 2025 10b5-1 Trading Plan; Annex A lists dates and weighted average prices.

Who are the reporting persons on this Schedule 13D/A (FOA)?

Bloom Retirement Holdings Inc. and Reza Jahangiri (majority shareholder). Contact for notices is listed as 895 Dove Street, Suite 300, Newport Beach, CA 92660.

What are the key dates referenced in the filing?

Event date: 08/06/2025; ownership based on shares outstanding as of May 16, 2025; the original Schedule 13D was filed April 10, 2023; signatures are dated 08/08/2025.