FOXO majority holder okays Authorized Increase

FOXO Technologies Inc. reports that its majority stockholder, Rennova Health, Inc., which is controlled by the Company’s CEO, has approved an Authorized Increase by written consent.

Rhea-AI Filing Summary

FOXO Technologies Inc. reports that its majority stockholder, Rennova Health, Inc., which is controlled by the Company’s CEO, has approved an Authorized Increase by written consent. As of the March 20, 2026 record date, this majority holder controlled approximately 97.59% of voting rights directly or through proxy. The Company filed a preliminary Information Statement on Schedule 14C and plans to mail a definitive version to stockholders of record, after which the Authorized Increase will become effective 20 days later.

Insights

Corporate governance analyst

Majority owner unilaterally approves Authorized Increase via written consent.

The filing shows that Rennova Health, Inc., controlled by FOXO’s CEO, holds about 97.59% of the company’s voting rights as of the March 20, 2026 record date. This concentration allows it to approve corporate actions without broader shareholder support.

The Authorized Increase, to take effect 20 days after mailing of the definitive Schedule 14C Information Statement, signals potential future capital structure moves, such as additional share issuances. The economic impact for minority holders depends on how any newly authorized shares are ultimately used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Majority voting control: 97.59% voting rights Record date: March 20, 2026 Effective period after mailing: 20 days +1 more

4 metrics

Majority voting control 97.59% voting rights Held by Rennova Health, Inc. as of March 20, 2026 record date

Record date March 20, 2026 Determines stockholders entitled to consent and receive Schedule 14C

Effective period after mailing 20 days Authorized Increase effective 20 days after mailing definitive Schedule 14C

Report date March 27, 2026 Date of report and earliest event reported

Key Terms

Written Consent, Schedule 14C, Information Statement, record date, +1 more

5 terms

Written Consent regulatory

"approved certain actions by written consent (the “Written Consent”)."

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Schedule 14C regulatory

"filed a preliminary Information Statement on Schedule 14C with the U.S. Securities"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Information Statement regulatory

"will mail the definitive Information Statement on Schedule 14C to its stockholders"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

record date financial

"fixed March 20, 2026 as the record date (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What corporate action did FOXO (FOXO) disclose in this 8-K?

FOXO disclosed that its majority stockholder approved an Authorized Increase by written consent. This action was taken without a shareholder meeting and will become effective 20 days after the definitive Schedule 14C Information Statement is mailed to stockholders of record.

Who is the majority stockholder of FOXO (FOXO) and how much control do they have?

The majority stockholder is Rennova Health, Inc., which is controlled by FOXO’s CEO. As of the March 20, 2026 record date, Rennova held approximately 97.59% of FOXO’s voting rights directly or through proxy, effectively controlling shareholder decisions.

What is the record date mentioned in the FOXO (FOXO) filing?

The Board set March 20, 2026 as the record date for determining stockholders entitled to execute the written consent and receive the Information Statement. Only holders as of that date will be mailed the Schedule 14C describing the Authorized Increase approval.

When will FOXO’s Authorized Increase become effective?

The Authorized Increase will become effective 20 days after FOXO mails the definitive Information Statement on Schedule 14C to stockholders of record. This timing follows the company’s filing of a preliminary Schedule 14C with the U.S. Securities and Exchange Commission.

What is FOXO (FOXO) filing on Schedule 14C in connection with this action?

FOXO has filed a preliminary Information Statement on Schedule 14C describing the action approved by the majority stockholder. After SEC clearance, FOXO will mail a definitive Schedule 14C to record-date stockholders, explaining the Authorized Increase and related details.

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

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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 27, 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 5.07 Submission of Matters to a Vote of Security Holders.

On March 27, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “Majority Stockholder”), a shareholder representing a majority of the voting control of FOXO Technologies Inc., a Delaware corporation (the “Company”), approved certain actions by written consent (the “Written Consent”). The Board of Directors of the Company fixed March 20, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to execute a written consent approving the below action and to receive the Information Statement. As of the Record Date, the Majority Stockholder held approximately 97.59% of the Company’s voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved:

1. An amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized shares of Class A Common Stock of the Company (the “Common Stock”) from 10,000,000,000 shares par value $0.0001 per share to 25,000,000,000 shares (the “Authorized Increase”), with the effective date to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of the Company’s stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Authorized Increase.

The Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matter approved by the Majority Stockholder (the “PRE 14C”) on April 1, 2026 and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The Authorized Increase will then be effective 20 days after the mailing. Further detail regarding the Authorized Increase is found in the PRE 14C.

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 2, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB