FOXO Technologies (FOXO) CEO issues year-end review for shareholders

Rhea-AI Filing Summary

FOXO Technologies Inc. furnished a current report stating that Chief Executive Officer Seamus Lagan has provided a year-end review to shareholders. The review was delivered through a press release dated December 15, 2025, which is attached as Exhibit 99.1 and incorporated by reference.

The company specifies that the information under Item 7.01, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to Section 18 liability and is not automatically incorporated into other securities filings unless specifically referenced. The report also includes a standard caution that the year-end review and related communication may contain forward-looking statements, which involve risks and uncertainties and speak only as of the date of the report.

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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): December 15, 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
N/A

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 7.01 Regulation FD Disclosure.

On December 15, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), issued a press release which announced Chief Executive Officer Seamus Lagan has provided a Year-End Review to shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release Dated December 15, 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: December 16, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What did FOXO Technologies (FOXO) disclose in this current report?

FOXO Technologies disclosed that its Chief Executive Officer Seamus Lagan has provided a year-end review to shareholders, communicated via a press release dated December 15, 2025 and attached as Exhibit 99.1.

How was the FOXO Technologies CEO year-end review delivered to shareholders?

The year-end review from CEO Seamus Lagan was delivered through a press release, identified in the report as Exhibit 99.1 and dated December 15, 2025.

Is the FOXO Technologies CEO year-end review considered filed for SEC liability purposes?

No. The company states that the information under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor automatically subject to its liabilities.

Can the FOXO Technologies year-end review be incorporated into other SEC filings?

The company explains that the information, including Exhibit 99.1, is not deemed incorporated by reference into Securities Act or Exchange Act filings, except where it is expressly incorporated by specific reference.

Does the FOXO Technologies CEO year-end review include forward-looking statements?

Yes. The report includes a cautionary statement noting that it contains forward-looking statements, which are based on management’s estimates and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially.

As of what date does FOXO Technologies make its forward-looking statements in this report?

The company states that the forward-looking statements are made as of the date of this current report and that it does not undertake an obligation to update these statements after that date.