FOXO TECHNOLOGIES INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Promissory Notes Commitment Shares

On March 2, 2026, we entered into a Securities Purchase Agreement with ClearThink, pursuant to which we issued to ClearThink a promissory note in the principal amount of $115,000 and we issued 150,000,000 shares of our Class A Common Stock as inducement shares to ClearThink.

Shares Issued Pursuant to Series A Conversions

On January 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion of 18.2 shares of Series A Preferred Stock.

On January 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion of 18.2 shares of Series A Preferred Stock.

On January 21, 2026, a holder of our Series A Preferred Stock was issued 131,000,000 shares of Class A Common Stock pursuant to the conversion of 13.1 shares of Series A Preferred Stock.

On January 26, 2026, a holder of our Series A Preferred Stock was issued 72,000,000 shares of Class A Common Stock pursuant to the conversion of 7.2 shares of Series A Preferred Stock.

On February 23, 2026, a holder of our Series A Preferred Stock was issued 240,000,000 shares of Class A Common Stock pursuant to the conversions of 24.0 shares of Series A Preferred Stock.

On March 13, 2026, a holder of our Series A Preferred Stock was issued 280,000,000 shares of Class A Common Stock pursuant to the conversion of 28.0 shares of Series A Preferred Stock.

The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act.

The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act and Section and 3(a)(9) of the Securities Act, based in part on the representations of the investors.