FOXO Technologies (FOXO) lifts authorized stock to 25.02B shares

Rhea-AI Filing Summary

FOXO Technologies Inc. is amending its charter to increase its authorized capital to 25,020,000,000 shares. This will consist of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.

The Certificate of Amendment was authorized and approved by stockholders and adopted in accordance with Sections 212 and 242 of the Delaware General Corporation Law. It is scheduled to become effective upon filing with the Delaware Secretary of State on May 3, 2026.

Insights

Capital structure analyst

FOXO greatly expands authorized shares, creating future issuance capacity.

FOXO Technologies Inc. is amending its Certificate of Incorporation to authorize 25,020,000,000 total shares, including 25,000,000,000 Class A Common and 20,000,000 Preferred, all at $0.0001 par value. This change adjusts legal capacity but does not itself issue any shares.

The amendment, approved by stockholders and adopted under Delaware law, becomes effective on May 3, 2026. Future disclosures would need to detail any specific equity financings, preferred stock terms, or other transactions that make use of this expanded authorization.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total authorized shares: 25,020,000,000 shares Authorized Class A Common Stock: 25,000,000,000 shares Authorized Preferred Stock: 20,000,000 shares +2 more

5 metrics

Total authorized shares 25,020,000,000 shares Authorized capital under amended Certificate of Incorporation

Authorized Class A Common Stock 25,000,000,000 shares Par value $0.0001 per share

Authorized Preferred Stock 20,000,000 shares Par value $0.0001 per share

Effective date of amendment May 3, 2026 Effective upon filing with Delaware Secretary of State

Governing law sections Sections 212 and 242 General Corporation Law of the State of Delaware

Key Terms

Certificate of Amendment, Certificate of Incorporation, Preferred Stock, General Corporation Law of the State of Delaware, +1 more

5 terms

Certificate of Amendment regulatory

"the Company signed and submitted for filing a Certificate of Amendment to its Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Certificate of Incorporation regulatory

"Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Preferred Stock financial

"(ii) 20,000,000 shares of Preferred Stock, having a par value of $0.0001 per share"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

General Corporation Law of the State of Delaware regulatory

"duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware"

par value financial

"shares of Class A Common Stock, having a par value of $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Understanding 8-K Material Events →

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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): April 15, 2026

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 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”), on April 15, 2026, the Company signed and submitted for filing a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of capital stock, amending Article IV, Subsection 1 of the Certificate of Incorporation, as amended, to provide that the total number of shares of capital stock that the Company shall have authority to issue is 25,020,000,000 shares, consisting of: (i) 25,000,000,000 shares of Class A Common Stock, having a par value of $0.0001 per share, and (ii) 20,000,000 shares of Preferred Stock, having a par value of $0.0001 per share (the “Amendment”). The Amendment will become effective upon filing with the Secretary of State of Delaware on May 3, 2026. The Amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware. 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 dated effective May 3, 2026
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: April 20, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

3

FAQ

What corporate change does FOXO (FOXO) disclose in this 8-K?

FOXO Technologies Inc. is amending its Certificate of Incorporation to increase its authorized capital to 25,020,000,000 shares. The change expands legal capacity for future issuances but does not, by itself, issue new shares or alter existing holdings.

How many shares is FOXO (FOXO) now authorized to issue and of what types?

FOXO will be authorized to issue 25,020,000,000 total shares. This consists of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share under the amended charter.

When does FOXO’s amended authorized share structure become effective?

The Certificate of Amendment for FOXO’s capital structure is scheduled to become effective on May 3, 2026. Effectiveness occurs upon filing with the Delaware Secretary of State, after prior authorization and approval by the company’s stockholders.

Was FOXO’s authorized share increase approved in accordance with Delaware law?

Yes. The amendment increasing FOXO’s authorized shares was duly adopted in accordance with Sections 212 and 242 of the General Corporation Law of the State of Delaware, following prior authorization and approval from the company’s stockholders.

Does FOXO’s 8-K state that any new shares are issued immediately?

The disclosure focuses on increasing authorized capital, not immediate issuance of new shares. It describes a Certificate of Amendment that expands the number of shares the company may issue in the future, subject to separate decisions and transactions.

What exhibit is attached to FOXO’s 8-K relating to the amendment?

The filing lists Exhibit 3.1 as the Certificate of Amendment to the Certificate of Incorporation, dated effective May 3, 2026. This exhibit contains the detailed amendment language referenced in the Item 5.03 discussion of the capital structure change.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 1.1 KB
• EX-3 GRAPHIC 265.4 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB