FOXO expands authorized Class A stock to 2.5B shares, effective Oct 22

Rhea-AI Filing Summary

FOXO Technologies Inc. amended its Certificate of Incorporation to increase authorized shares of Class A common stock from 500,000,000 to 2,500,000,000. The amendment, previously authorized and approved by stockholders, became effective on October 22, 2025 with the Delaware Secretary of State.

This change expands the number of shares the company may issue in the future; it does not by itself issue any shares or raise capital. A copy of the amendment is filed as Exhibit 3.1.

Insights

Capital markets and governance analyst

Authorized shares increased; administrative change, neutral impact.

FOXO Technologies increased authorized common shares from 500,000,000 to 2,500,000,000, effective October 22, 2025, via a Delaware Certificate of Amendment that had prior stockholder approval. This is a charter-level capacity change.

The action permits, but does not execute, future equity issuance. Actual effects depend on any subsequent transactions, which are not described in the excerpt. The filing lists the amendment as Exhibit 3.1.

false --12-31 0001812360 0001812360 2025-10-22 2025-10-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 22, 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)

(Former name or former address, if changed since last report.)

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		N/A		None

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.

Pursuant to the authorization and approval previously provided by the stockholders of FOXO Technologies Inc., a Delaware corporation (the “Company”), the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of Common Stock, $0.0001 par value per share, from 500,000,000 shares to 2,500,000,000 shares, which filing became effective on October 22, 2025 (the “Amendment”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective October 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: October 23, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

3

FAQ

What did FOXO (FOXO) change in this filing?

The company increased authorized Class A common stock from 500,000,000 to 2,500,000,000 shares through a Certificate of Amendment.

When did the authorized share increase become effective for FOXO?

The amendment became effective on October 22, 2025 with the Delaware Secretary of State.

Was the FOXO authorized share increase approved by stockholders?

Yes. The amendment was made pursuant to authorization and approval previously provided by the stockholders.

Does this FOXO change issue new shares or raise capital now?

No. Increasing authorized shares changes capacity only; it does not itself issue shares or raise proceeds.

Where can I find the FOXO amendment document?

It is filed as Exhibit 3.1: Certificate of Amendment to the Certificate of Incorporation.

Is FOXO’s Class A common stock listed on an exchange?

The filing lists the trading symbol as N/A and the exchange as None for Class A common stock.