FOXO TECHNOLOGIES INC.

Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “2025 Annual Report”). You should carefully consider the risk factors set forth in the 2025 Annual Report, as well as the following material changes to our risk factors since the filing of the 2025 Annual Report:

FINRA has denied our application to process a proposed reverse stock split, and the exhaustion of our FINRA-level appeal has created a material impediment to our ability to raise capital.

On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-five hundred (1:500) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed reverse split. The Company has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the record date.

On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission would not be processed.

The Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could own approximately 95% of the Company’s outstanding common stock, without giving effect to the beneficial ownership limitations contained in the terms of such securities.

The Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal. On April 30, 2026, a subcommittee of FINRA’s Uniform Practice Code Committee (the “UPCC Subcommittee”) issued its final determination affirming the Department’s denial.

As a result of the UPCC Subcommittee’s final determination, the Company is currently unable to complete the proposed reverse stock split unless it resolves the underlying basis for the denial. The inability to complete the reverse stock split may limit the Company’s ability to access capital, including under its existing $5.0 million equity line of credit under the Strata Purchase Agreement, which could materially adversely affect the Company’s liquidity and its ability to execute its business plan. The Company is currently evaluating its options with respect to the UPCC Subcommittee’s determination, but there can be no assurance that the Company will be able to resolve the underlying basis for the denial or otherwise complete a reverse stock split. On May 12, 2026, the Company entered into exchange agreements with the institutional investors whose Series A Preferred Stock holdings were referenced in the Department’s determination, pursuant to which such investors exchanged their shares of Series A Preferred Stock for senior unsecured non-convertible promissory notes, as more fully described in Note 16 to the accompanying unaudited condensed consolidated financial statements. The Company plans to submit a new Company-Related Notification to FINRA’s Department of Market Operations in connection with a new, proposed reverse stock split.

Our former Chief Financial Officer resigned during the first quarter citing concerns about our internal control environment, which may increase investor and regulatory scrutiny of our financial reporting.

On March 18, 2026, Sylwia Nowak Hauman resigned as our Chief Financial Officer. 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. On March 24, 2026, the Company appointed Celene Laurene Rattray Grant (age 44) as Chief Financial Officer. Notwithstanding Ms. Grant’s appointment, the concerns cited by the prior CFO may subject us to increased scrutiny by investors, regulators, or our auditors and could affect confidence in our financial reporting. The continued existence of material weaknesses in our internal controls, as disclosed in our 2025 Annual Report and as of March 31, 2026, means that our financial statements may contain material misstatements that are not detected on a timely basis.