[8-K] FOXO Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

FOXO Technologies filed an 8-K announcing a Charter Amendment that executed a 1-for-1.99 reverse stock split of its Class A common stock. The split became effective at 4:01 p.m. ET on 27 Jul 2025; shares began trading on a post-split basis on 28 Jul 2025 under new CUSIP 351471 503 while retaining ticker FOXO on NYSE American. Every 1.99 pre-split shares were combined into one share, keeping the $0.0001 par value unchanged. Fractional positions were rounded up to the next whole share, eliminating fractional holdings.

The reverse split roughly halves the public float, a measure typically used to elevate the market price and maintain exchange listing compliance. No other financial results, transactions, or operational changes were disclosed. Exhibit 3.1 contains the full Certificate of Amendment, and Exhibit 104 supplies the Inline XBRL cover data.

Positive

• Reverse split should raise the share price, helping FOXO retain NYSE American listing and institutional investability

Negative

• Reverse split indicates sustained share-price weakness and may signal underlying operational or financial challenges

Insights

Equity Analyst

TL;DR: Reverse split boosts price but flags weakness; overall mildly negative for equity outlook.

The 1-for-1.99 ratio implies FOXO’s share price fell near NYSE American’s minimum listing threshold. A 50% share-count reduction should mechanically lift the nominal price and postpone delisting risk, but reverse splits historically correlate with underperformance when not accompanied by fundamental improvements. No balance-sheet or operational updates were provided, leaving uncertainty over long-term value creation.

Corporate Governance Expert

TL;DR: Procedurally clean charter amendment; governance risk limited, strategic impact neutral.

The company followed Delaware procedures, filed a Certificate of Amendment, and avoided fractional entitlements by rounding up, which is shareholder-friendly. Governance impact is neutral; however, reliance on a reverse split instead of operational measures suggests strategy execution challenges. Overall, the event is not materially transformative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): July 27, 2025

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39783		85-1050265
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

477 South Rosemary Avenue Suite 224 West Palm Beach, FL		33401
(Address of Principal Executive Offices)		(Zip Code)

(612) 800-0059

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001		FOXO		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 27, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), amended its Second Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to implement a 1-for-1.99 reverse stock split, such that every 1.99 shares of Class A Common Stock (the “Common Stock”) was combined into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “Reverse Stock Split”).

The Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on July 27, 2025. Upon the opening of trading on July 28, 2025, the Common Stock began trading on a post-split basis under CUSIP number 351471 503.

No fractional shares are outstanding following the Reverse Stock Split. Holders of fractional shares were entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number.

The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment to Certificate of Incorporation filed July 27, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOXO Technologies Inc.
Date: July 28, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What corporate action did FOXO (FOXO) announce on July 27, 2025?

A 1-for-1.99 reverse stock split of its Class A common shares.

When will FOXO trade on a post-split basis?

Trading on a post-split basis began July 28, 2025 under CUSIP 351471 503.

Will fractional FOXO shares be issued after the split?

No, fractional shares are rounded up to the next whole share, so no fractions remain.

Did the par value of FOXO’s shares change?

No, the par value remains $0.0001 per share.

Why do companies perform reverse stock splits?

They typically seek to increase the per-share price to maintain exchange listing standards and improve market perception.

Were any financial results released with this 8-K?

No earnings or balance-sheet data were disclosed in this filing.