FOXO TECHNOLOGIES INC.

Item Amendments 5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 25, 2026, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “ Charter Amendment ”), with the Secretary of State of the State of Delaware to implement a 1-for-3,000 reverse stock split, such that every 3,000 shares of Class A Common Stock (the “ Common Stock ”) will be combined and converted into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “ Reverse Stock Split ”). The Reverse Stock Split became effective at 4:01 p.m., Eastern Time, on June 30, 2026. Upon the opening of trading on July 1, 2026, the Common Stock began trading on a post-split basis under CUSIP number 351471602. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional share that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole number of shares of Common Stock, and no stockholders will receive cash in lieu of fractional shares. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item Regulation 7.01 FD Disclosure. On July 1, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.