{"url_path":"/sec/foxo/10-q/2026/item-4","section_key":"item-4","section_title":"Item 4 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","accession_number":"0001493152-26-023461","cik":"0001812360","ticker":"FOXO","issuer_name":"FOXO TECHNOLOGIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","primary_entity_key":"0001812360","primary_entity_name":"FOXO TECHNOLOGIES INC."},"word_count":675,"has_tables":true,"body_markdown":"**ITEM\n4. CONTROLS AND PROCEDURES**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedure**\n\n \n\nDisclosure\ncontrols and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports\nfiled or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s\nrules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information\nrequired to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including\nour principal executive officer and our principal financial and accounting officer (the “Certifying Officers”), or persons\nperforming similar functions, as appropriate, to allow timely decisions regarding required disclosure.\n\n \n\nIn\nour Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial\nreporting. Specifically, the Company did not maintain effective: (i) entry-level controls, including controls over risk assessment and\nmonitoring to identify and address risks of material misstatement in the consolidated financial statements and related disclosures; (ii)\neffective controls over the financial reporting process; and (iii) controls over complex and non-routine transactions. As of March 31,\n2026, we concluded that these material weaknesses continued to exist.\n\n \n\nUnder\nthe supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the\neffectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under\nthe Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective\nas of March 31, 2026.\n\n \n\nNotwithstanding\nsuch material weaknesses, management believes that the unaudited condensed consolidated financial statements included in this Form 10-Q\nfairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods\nand dates presented.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nIn\nour Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial\nreporting. Specifically, the Company did not maintain effective: (i) entry-level controls, including controls over risk assessment and\nmonitoring to identify and address risks of material misstatement in the consolidated financial statements and related disclosures; (ii)\neffective controls over the financial reporting process; and (iii) controls over complex and non-routine transactions. As of March 31,\n2026, we concluded that these material weaknesses continued to exist.\n\n \n\nOn\nMarch 18, 2026, Sylwia Nowak Hauman resigned from her position as Chief Financial Officer (Principal Financial and Accounting Officer)\nof the Company. Ms. Hauman’s resignation letter cited concerns regarding the Company’s internal control environment, financial reporting\nprocesses, and the resourcing of the finance and accounting team. The Company respectfully disagrees with the characterizations in Ms.\nHauman’s resignation letter and believes the Company’s internal controls, reporting processes and staffing are adequate and have been\nsignificantly improved under current management. On March 24, 2026, the Company appointed Celene Laurene Rattray Grant (age 44) as Chief\nFinancial Officer (Principal Financial and Accounting Officer).\n\n \n\n**Limitations\non Effectiveness of Controls and Procedures**\n\n \n\nWe\ndo not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and\nprocedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the\ndisclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there\nare resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure\ncontrols and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all\nour control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain\nassumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated\ngoals under all potential future conditions.\n\n \n\n53\n\n \n\n \n\n**PART\nII - OTHER INFORMATION**"}