FOXO amends Series D conversion ($0.0001 or 90% VWAP); E semiannual

FOXO Technologies Inc. filed amendments to its Certificate of Incorporation affecting two preferred stock series.

Rhea-AI Filing Summary

FOXO Technologies Inc. filed amendments to its Certificate of Incorporation affecting two preferred stock series. For the Series D Cumulative Convertible Redeemable Preferred Stock, the conversion price is revised to the higher of $0.0001 (not adjusted for stock splits, dividends, or combinations) or 90% of the average VWAP over the five trading days immediately before a holder submits a Conversion Notice.

For the Series E Cumulative Redeemable Secured Preferred Stock, the company clarified that dividends are paid semi-annually, rather than quarterly. These updates were filed on October 29, 2025, via Amended and Restated Certificates of Designation and are incorporated by reference as Exhibits 3.1 and 3.2.

Insights

Capital structure analyst

Neutral: technical tweaks to conversion and dividend terms.

The Series D change sets a conversion price floor at $0.0001 and ties conversions to 90% of the five-day average VWAP at notice, whichever is higher. This formula links potential conversion levels to recent trading while preserving a minimum dollar floor that is explicitly insulated from stock split adjustments.

The Series E clarification fixes dividend frequency as semi-annual. These actions appear administrative and terms-focused; any impact depends on future conversion activity and dividend accrual mechanics disclosed for these series. No proceeds or issuance amounts are stated in the excerpt.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FOXO (FOXO) change for its Series D preferred stock?

The conversion price is now the higher of $0.0001 or 90% of the five-day average VWAP before a Conversion Notice.

How is the $0.0001 amount treated for Series D conversions?

The $0.0001 floor is not adjusted for reverse/forward splits, stock dividends, combinations, or similar Class A Common Stock events.

What period determines the Series D VWAP in FOXO’s amendment?

It uses the average VWAP of the five trading days immediately prior to the holder’s Conversion Notice.

How often are dividends paid on FOXO’s Series E preferred stock?

Dividends are paid semi-annually, as clarified in the amended designation.

When were the amended designations filed?

They were filed on October 29, 2025 and attached as Exhibits 3.1 and 3.2.

Is FOXO’s Class A Common Stock listed on an exchange?

The filing lists the exchange as “None” for the Class A Common Stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/04/2025 - 05:26 PM EST Learn about SEC filing dates

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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): October 29, 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.

On October 29, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), filed amendments to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), in the form of Amended and Restated Certificates of Designation (the “Amended Designations”) of the Company’s previously designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “Series D Preferred Stock”) and the Company’s previously designated “Series E Cumulative Redeemable Secured Preferred Stock” (the “Series E Preferred Stock”). The Amended Designation for the Series D Preferred Stock: revises the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately prior to the date the Conversion Notice is tendered by the holder. The Amended Designation for the Series E Preferred Stock clarified that dividends are paid semi-annually, not quarterly.

The summary of the rights, privileges and preferences of the Series D Preferred Stock and the Series E Preferred Stock described above is qualified in its entirety by reference to the Amended Designations, copies of which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1		Amended and Restated Certificate of Designation for Series D Preferred Stock filed with the Delaware Secretary of State on October 29, 2025
3.2		Amended and Restated Certificate of Designation for Series E Preferred Stock filed with the Delaware Secretary of State on October 29, 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: November 4, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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