FOXO amends Series D Preferred Stock to remove automatic conversion, reclassifying shares as equity

On March 31, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of an Amendment to the Certificate of Designation (the “ Amended Designation ”) of the Company’s previously designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “ Series D Preferred Stock ”). The Amended Designation removes Section 6(e), which was the right to an automatic conversion at the two-year anniversary from issuance, which, if retained, could mean the value issued being treated as a liability on the Company’s balance sheet.