FOXO Technologies Inc. received a Schedule 13G showing that Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz together report beneficial ownership of 249,316,528 shares of FOXO common stock, representing 9.9% of the class as of 12/31/2025. The filing states that each reporting person has no sole voting or dispositive power, but shares voting and dispositive power over all 249,316,528 shares. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of FOXO, but instead are being reported on a passive basis.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOXO TECHNOLOGIES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
351471503
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
351471503
1
Names of Reporting Persons
SABBY MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
249,316,528.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
249,316,528.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,316,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
351471503
1
Names of Reporting Persons
Hal Mintz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
249,316,528.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
249,316,528.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,316,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
351471503
1
Names of Reporting Persons
Sabby Volatility Warrant Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
249,316,528.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
249,316,528.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,316,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FOXO TECHNOLOGIES INC.
(b)
Address of issuer's principal executive offices:
477 SOUTH ROSEMARY AVENUE, SUITE 224, WEST PALM BEACH, FLORIDA, 33401
Address or principal business office or, if none, residence:
Sabby Volatility Warrant Master Fund, Ltd.
c/o Captiva (Cayman) Ltd
Governors Square, Bldg 4, 2nd Floor
23 Lime Tree Bay Avenue
P.O. Box 32315
Grand Cayman KY1-1209
Cayman Islands
Sabby Management, LLC
1011 Links Dr.
Miami Beach, FL 33109
Hal Mintz
c/o Sabby Management, LLC
1011 LInks Dr.
Miami Beach, FL 33109
(c)
Citizenship:
Sabby Volatility Warrant Master Fund, Ltd. - Cayman Islands
Sabby Management, LLC - Delaware, USA
Hal Mintz - USA
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
351471503
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
249,316,528
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
