Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 16, 2025, FOXO Technologies Inc., a Delaware corporation (the "Company"), filed amendments to the Company's Certificate of Incorporation (the "Certificate of Incorporation"), in the form of Amended and Restated Certificates of Designation (the "Amended Designations") of the Company's previously designated "Series B Cumulative Convertible Redeemable Preferred Stock" (the "Series B Preferred Stock") and the Company's previously designated "Series C Cumulative Convertible Redeemable Preferred Stock" (the "Series C Preferred Stock"). The Amended Designations revise the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately prior to the date the Conversion Notice is tendered by the holder and removes the mandatory conversion provision. They also exempt dividends paid to the holders of the Company's Series E Cumulative Redeemable Secured Preferred Stock from the restrictions contained in Section 3(d).

The summary of the rights, privileges and preferences of the Series B Preferred Stock and the Series C Preferred Stock described above is qualified in its entirety by reference to the Amended Designations, copies of which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 16, 2025 (the "Record Date"), Rennova Health, Inc. (which is controlled by the Company's CEO) (the "Majority Stockholder"), a shareholder representing a majority of the voting control of FOXO Technologies Inc., a Delaware corporation (the "Company"), approved certain actions by written consent (the "Written Consent"). As of the Record Date, the Majority Stockholder held approximately 98.6% of the Company's voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved:

The Majority Stockholder also approved (on a non-binding basis) a ratification of the appointment of Kreit & Chiu CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the "PRE 14C") and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The items approved will then be effective 20 days after the mailing. Further detail regarding each of the items approved are found in the PRE 14C.