CFO change at FOXO Technologies (FOXO) amid control and reporting concerns

Rhea-AI Filing Summary

FOXO Technologies Inc. reported a leadership change in its finance function. On March 18, 2026, Chief Financial Officer and Principal Financial and Accounting Officer Sylwia Nowak Hauman resigned, citing concerns about the company’s internal control environment, financial reporting processes, and staffing of the finance team. The company states it disagrees with these characterizations and believes its controls, reporting processes, and staffing are adequate and significantly improved under current management, and it emphasizes its commitment to timely SEC reporting, including the upcoming 10-K. On March 24, 2026, FOXO appointed Celene Laurene Rattray Grant, a CPA with over 15 years of experience and prior consulting roles with the company, as the new Chief Financial Officer. Ms. Grant will receive a base salary of $200,000 and be eligible for a discretionary annual bonus of up to $25,000.

Insights

Corporate governance analyst

CFO resignation over control concerns is partly offset by an experienced successor.

The company reports that CFO Sylwia Nowak Hauman resigned, with her letter citing concerns about internal controls, financial reporting, and finance-team resourcing. Such issues directly touch the reliability of financial statements, which is generally a sensitive area for investors.

Management explicitly disagrees with these concerns and states that controls, reporting processes, and staffing are adequate and significantly improved. The appointment of CPA Celene Laurene Rattray Grant, who previously helped restore SEC reporting compliance, suggests continuity and relevant expertise in remediation and reporting.

Compensation for the new CFO includes a $200,000 base salary and up to $25,000 in discretionary bonus. The company also highlights its intention to file its upcoming 10-K on time, signaling a focus on maintaining current SEC reporting status.

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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): March 18, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2026, Sylwia Nowak Hauman resigned from her position as Chief Financial Officer (Principal Financial and Accounting Officer) of FOXO Technologies Inc., a Delaware corporation (the “Company”). Ms. Hauman’s resignation letter cited concerns regarding the Company’s internal control environment, financial reporting processes, and the resourcing of the finance and accounting team. The Company respectfully disagrees with the characterizations in Ms. Hauman’s resignation letter and believes the Company’s internal controls, reporting processes and staffing are adequate and have been significantly improved under current management. The Company remains committed to maintaining strong internal controls and fulfilling its reporting obligations in a timely manner as will be demonstrated by filing the upcoming 10-K timely.

On March 24, 2026, the Company appointed Celene Laurene Rattray Grant (age 44) as the Company’s Chief Financial Officer (Principal Financial and Accounting Officer).

Celene Grant is a Certified Public Accountant with over 15 years of experience in financial management, business leadership, and corporate strategy, with particular expertise in the healthcare industry.

Ms. Grant began her engagement with the Company’s predecessor as a consultant Financial Controller in April 2018, a role she held through June 2021. She then joined Certified Foot and Ankle Specialists as Chief Accounting Officer, serving in that capacity from June 2021 through February 2024. Ms. Grant returned to FOXO Technologies in April 2024 as a consultant, where she played a key role in returning the Company to good standing with its SEC reporting obligations, through November 2025. Most recently, from November 2025 until her appointment as Chief Financial Officer, Ms. Grant has been engaged with Rennova Health Inc., leading efforts to bring that company into compliance with SEC reporting requirements.

Ms. Grant holds a Bachelor of Science in Accounting from Florida Atlantic University and a Master of Business Administration from Nova Southeastern University.

There are no family relationships between Ms. Grant and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

There are no transactions between Ms. Grant and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Grant will receive an annual base salary of $200,000 and will be eligible for a discretionary annual bonus of up to $25,000.

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: March 24, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

3

FAQ

What leadership change did FOXO (FOXO) announce in this 8-K filing?

FOXO Technologies reported that its Chief Financial Officer, Sylwia Nowak Hauman, resigned effective March 18, 2026. The company simultaneously disclosed that it later appointed Celene Laurene Rattray Grant as the new CFO and Principal Financial and Accounting Officer on March 24, 2026.

Why did FOXO’s previous CFO, Sylwia Nowak Hauman, resign from her role?

According to the disclosure, Sylwia Nowak Hauman’s resignation letter cited concerns about FOXO’s internal control environment, financial reporting processes, and the resourcing of the finance and accounting team. The company states it respectfully disagrees with these characterizations and believes its controls and staffing are adequate.

Who is FOXO’s new Chief Financial Officer and what is her background?

FOXO appointed Celene Laurene Rattray Grant as Chief Financial Officer on March 24, 2026. She is a Certified Public Accountant with over 15 years’ experience, including prior consulting roles with FOXO and positions at Certified Foot and Ankle Specialists and Rennova Health focused on SEC reporting compliance.

What compensation will FOXO’s new CFO, Celene Grant, receive?

Celene Grant will receive an annual base salary of $200,000 and is eligible for a discretionary annual bonus of up to $25,000. This compensation package reflects her role as Chief Financial Officer and Principal Financial and Accounting Officer at FOXO Technologies Inc.

How did FOXO respond to the internal control concerns mentioned in the CFO’s resignation letter?

FOXO stated that it respectfully disagrees with the concerns described in the resignation letter regarding internal controls, reporting processes, and staffing. The company asserts these areas are adequate and significantly improved, and it emphasized its commitment to timely SEC reporting, including the upcoming Form 10-K.

Does FOXO mention its SEC reporting status or upcoming filings in this disclosure?

Yes. FOXO notes it remains committed to strong internal controls and timely reporting and indicates this will be demonstrated by filing its upcoming Form 10-K on time. The filing also highlights Celene Grant’s prior work helping restore the company’s good standing with SEC reporting obligations.

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