FOXO TECHNOLOGIES INC.

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings related to contractual disputes, employment matters, regulatory and compliance matters, intellectual property rights and other litigation arising in the ordinary course of business. The Company operates in a highly regulated industry which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s financial position or results of operations.

Former CEO Severance

The Company has disclosed in previous financial filings certain matters between Mr. Jon Sabes, a former CEO of the Company, and the Company.

On May 27, 2026, the Company, together with its wholly-owned subsidiary, FOXO Labs, entered into the STLA with Mr. Sabes and LongevityFP Technologies. The material terms of the STLA are more fully discussed in Note 10 to the accompanying unaudited condensed consolidated financial statements. The STLA includes mutual releases between the Company and Mr. Sabes and resolves all prior matters between the parties, including accrued severance, which is no longer owed, and the forfeiture of shares under the Company’s Management Contingent Share Plan.

Illumina Judgment

On June 21, 2024, Hennepin County District Court granted Illumina, Inc.’s Motion for Summary Judgment in the amount of $0.8 million against the Company. The Company entered into a settlement agreement with Illumina on July 23, 2025 to settle this judgment over time. $100,000 was paid at the time of settlement and $723,065 is payable in five additional quarterly payments of $144,613 per payment. The Company is currently in default of its requirements for payment under the settlement agreement but believes this default will be rectified without repercussion when the Company secures additional capital.

Other Matters

In July 2025, Gateway Group, Inc. filed a legal action in Orange County, California seeking payment of $120,000. This amount is included as a liability in the Company’s financial statements. To date, there is no resolution to this matter.

In the second quarter of 2025, Data Shepherd Services, Inc. received a judgment against the Company for an unpaid balance of approximately $58,000. This amount is included as a liability in the Company’s financial statements. To date, there is no resolution to this matter.

In June 2025, func.media inc. filed a legal action in Minnesota seeking a total sum of $123,250. This amount is included as a liability in the Company’s financial statements. On October 16, 2025 the Company entered into a settlement agreement to pay $90,000 on an agreed payment schedule of $15,000 each month for six months as full resolution of this matter. If all payments are made when due all remaining amounts over $90,000 will be waived. The Company is currently in default of the payment schedule in the settlement agreement.

The Company is also party to various other legal proceedings for liabilities, for legacy debts of the Company, and could become a party to claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. The Company may in the future be subject to additional legal proceedings and disputes.