FOXO

SEC source: 0001013762-24-000708 · ownership.xml · nonDerivative · entry 1

Kr8 ai Inc. · CIK 0002009159 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001013762-24-000707 · ownership.xml · nonDerivative · entry 1

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By KR8 ai Inc.

Disclosed balance after: 0

F1 · shares: Represents shares sold by KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder.

F2 · balance_after: Gives no effect to shares which may be granted to KR8 ai Inc. as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

SEC source: 0001013762-24-000706 · ownership.xml · nonDerivative · entry 1

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By KR8 ai Inc.

Disclosed balance after: 0

F1 · shares: Represents shares sold by KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder.

F2 · balance_after: Gives no effect to shares which may be issued to KR8 ai Inc. as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

SEC source: 0001213900-24-011022 · ownership.xml · nonDerivative · entry 1

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001213900-24-011020 · ownership.xml · nonDerivative · entry 1

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001213900-24-005130 · ownership.xml · nonDerivative · entry 1

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,300,000

F1 · shares: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

F1 · price: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

F1 · ownership.nature: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

SEC source: 0001213900-24-005129 · ownership.xml · nonDerivative · entry 1

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,300,000

F1 · shares: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

F1 · price: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

F1 · ownership.nature: Represents shares issued to KR8 ai Inc., of which the Reporting Person is an officer, director and shareholder as consideration for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between KR8 ai Inc. and the issuer.

SEC source: 0001553997-23-000029 · primary_doc.xml · nonDerivative · entry 2

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,000

F1 · shares: Gift rescinded by mutual agreement.

F2 · price: Shares previously gifted then gift rescinded.

SEC source: 0001553997-23-000028 · primary_doc.xml · nonDerivative · entry 1

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,000

F1 · shares: Gift rescinded by mutual agreement.

F2 · price: Shares previously gifted then gift rescinded.

SEC source: 0001553997-23-000027 · primary_doc.xml · nonDerivative · entry 2

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F2 · price: Shares gifted.

SEC source: 0001553997-23-000026 · primary_doc.xml · nonDerivative · entry 2

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 500,000

F2 · price: Shares acquired as a bona fide gift.

SEC source: 0001013762-23-002222 · ownership.xml · nonDerivative · entry 1

WARD MARTIN CHRISTOPHER · CIK 0001564377 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,500,000

F1 · price: As compensation for services rendered and to be rendered as an officer of the issuer, the reporting person was granted Class A Common Stock under the FOXO Technologies Inc. 2022 Equity Incentive Plan

SEC source: 0001013762-23-002220 · ownership.xml · nonDerivative · entry 1

WHITE MARK BRIAN · CIK 0001564335 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,500,000

F1 · price: As compensation for services rendered and to be rendered as an officer and director of the issuer, the reporting person was granted Class A Common Stock under the FOXO Technologies Inc. 2022 Equity Incentive Plan.

SEC source: 0001903596-23-000537 · ownership.xml · nonDerivative · entry 1

Dowling Vincent J. Jr · CIK 0001599510 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 4,647,405

F1 · ownership.nature: 4,647,405 shares of Class A Common Stock are held by Baboon Partners, LLC. Mr. Dowling is the manager and exercises control of Baboon Partners, LLC. Does not include shares of Class A Common Stock held by Coat Tail Partners, LLC for which Mr. Dowling is no longer a manager and does not exercise any control.

SEC source: 0001213900-22-056729 · ownership.xml · derivative · entry 4

Potashnick Robert · CIK 0001939454 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2027-01-27

F4 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056729 · ownership.xml · derivative · entry 3

Potashnick Robert · CIK 0001939454 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,571

Underlying: Class A Common Stock · 3,571 shares

Expires 2026-08-09

F3 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 6,148 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,289.54 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

SEC source: 0001213900-22-056729 · ownership.xml · derivative · entry 2

Potashnick Robert · CIK 0001939454 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,413

Underlying: Class A Common Stock · 78,413 shares

Expires 2026-04-02

F2 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 135,000 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 43,562.78 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.

SEC source: 0001213900-22-056729 · ownership.xml · nonDerivative · entry 1

Potashnick Robert · CIK 0001939454 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 510,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 510,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 510,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056724 · ownership.xml · derivative · entry 4

Chen Brian · CIK 0001941071 · Chief Science Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2027-01-27

F4 · derivative.exercise_date: The stock option was received in exchange for a stock option to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056724 · ownership.xml · derivative · entry 3

Chen Brian · CIK 0001941071 · Chief Science Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,480

Underlying: Class A Common Stock · 4,480 shares

Expires 2026-08-09

F3 · derivative.exercise_date: The stock option was received in exchange for a stock option to purchase 7,713 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,617.78 of the shares of Class A common stock of the Issuer subject to the stock optionss were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

SEC source: 0001213900-22-056724 · ownership.xml · derivative · entry 2

Chen Brian · CIK 0001941071 · Chief Science Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 672,264

Underlying: Class A Common Stock · 672,264 shares

Expires 2026-04-13

F2 · derivative.exercise_date: The stock option was received in exchange for a stock option to purchase 1,157,405 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 667,085.48 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.

SEC source: 0001213900-22-056724 · ownership.xml · nonDerivative · entry 1

Chen Brian · CIK 0001941071 · Chief Science Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 760,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056728 · ownership.xml · derivative · entry 3

Khaleghi Murdoc · CIK 0001939450 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,425

Underlying: Class A Common Stock · 17,425 shares

Expires not disclosed

F3 · derivative.expiration_date: The stock options were received in exchange for stock options to purchase 30,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 3,388.18 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 2/8/2025.

SEC source: 0001213900-22-056728 · ownership.xml · derivative · entry 2

Khaleghi Murdoc · CIK 0001939450 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,368

Underlying: Class A Common Stock · 40,368 shares

Expires not disclosed

F2 · derivative.expiration_date: The stock options were received in exchange for stock options to purchase 69,500 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 14,577.34 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 7/16/2024.

SEC source: 0001213900-22-056728 · ownership.xml · nonDerivative · entry 1

Khaleghi Murdoc · CIK 0001939450 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 130,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 130,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056730 · ownership.xml · derivative · entry 5

Danielson Tyler · CIK 0001939455 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2025-01-27

F5 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056730 · ownership.xml · derivative · entry 4

Danielson Tyler · CIK 0001939455 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,729

Underlying: Class A Common Stock · 3,729 shares

Expires 2026-08-09

F4 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 6,421 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,36.57 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

SEC source: 0001213900-22-056730 · ownership.xml · derivative · entry 3

Danielson Tyler · CIK 0001939455 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,275

Underlying: Class A Common Stock · 52,275 shares

Expires 2026-04-02

F3 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 90,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 32,913.65 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments over the following thirty-six (36) months until fully vested on 12/31/2023.

SEC source: 0001213900-22-056730 · ownership.xml · nonDerivative · entry 2

Danielson Tyler · CIK 0001939455 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 777,425

F2 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F2 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056730 · ownership.xml · nonDerivative · entry 1

Danielson Tyler · CIK 0001939455 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,425

F1 · security: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received 17,425 shares of Class A common stock in the Issuer.

F1 · price: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received 17,425 shares of Class A common stock in the Issuer.

SEC source: 0001213900-22-056727 · ownership.xml · derivative · entry 4

Will Michael · CIK 0001939483 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2027-01-27

F4 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056727 · ownership.xml · derivative · entry 3

Will Michael · CIK 0001939483 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,250

Underlying: Class A Common Stock · 3,250 shares

Expires 2026-08-09

F3 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5,596 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,173.6 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

SEC source: 0001213900-22-056727 · ownership.xml · derivative · entry 2

Will Michael · CIK 0001939483 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,437

Underlying: Class A Common Stock · 50,437 shares

Expires 2026-04-02

F2 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 86,836 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 28,596.36 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 4/22024.

SEC source: 0001213900-22-056727 · ownership.xml · nonDerivative · entry 1

Will Michael · CIK 0001939483 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 510,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 510,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 510,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056725 · ownership.xml · derivative · entry 3

Sharoni Erin · CIK 0001939648 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2027-01-27

F3 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056725 · ownership.xml · derivative · entry 2

Sharoni Erin · CIK 0001939648 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,892

Underlying: Class A Common Stock · 63,892 shares

Expires 2026-08-09

F2 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 110,000 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 23,072.14 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

SEC source: 0001213900-22-056725 · ownership.xml · nonDerivative · entry 1

Sharoni Erin · CIK 0001939648 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 760,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056726 · ownership.xml · derivative · entry 6

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

Underlying: Class A Common Stock · 2 shares

Expires 2027-01-27

F7 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056726 · ownership.xml · derivative · entry 5

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 859,569

Underlying: Class A Common Stock · 859,569 shares

Expires 2026-04-02

F6 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 1,479,880 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 759,711.19 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.

SEC source: 0001213900-22-056726 · ownership.xml · derivative · entry 4

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By JK-JBM Family Investment LLC

Disclosed balance after: 181,511

Underlying: Class A Common Stock · 181,511 shares

Expires 2024-01-25

F3 · security: Securities held of record by FOXO Management, LLC ("FOXO Management"). Jon Sabes, is the sole voting member of FOXO Management and is deemed to have sole voting and investment power over the securities held by FOXO Management.

F5 · derivative.exercise_date: The warrant was received in exchange for a warrant to purchase 312,500 shares of FOXO Class A common stock in connection with the Merger. The warrant is immediately exercisable.

F2 · ownership.nature: Securities held of record by JK-JBM Family Investment LLC (the "LLC"). Jon Sabes is the manager of the LLC and is deemed to have sole voting and investment power over the securities held by the LLC.

SEC source: 0001213900-22-056726 · ownership.xml · nonDerivative · entry 3

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,507,000

F4 · security: In connection with the Merger, the reporting person received a restricted share award equal to 3,507,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F4 · price: In connection with the Merger, the reporting person received a restricted share award equal to 3,507,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-056726 · ownership.xml · nonDerivative · entry 2

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By FOXO Management, LLC

Disclosed balance after: 1,161,674

F1 · security: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received (i) 372,680 shares of Class A common stock in the Issuer to be held by JK-JBM Family Investment LLC and (ii) 1,161,674 shares of Class A common stock in the Issuer to be held by FOXO Management, LLC.

F1 · price: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received (i) 372,680 shares of Class A common stock in the Issuer to be held by JK-JBM Family Investment LLC and (ii) 1,161,674 shares of Class A common stock in the Issuer to be held by FOXO Management, LLC.

F3 · ownership.nature: Securities held of record by FOXO Management, LLC ("FOXO Management"). Jon Sabes, is the sole voting member of FOXO Management and is deemed to have sole voting and investment power over the securities held by FOXO Management.

SEC source: 0001213900-22-056726 · ownership.xml · nonDerivative · entry 1

Sabes Jon · CIK 0001329728 · Director · CEO, Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By JK-JBM Family Investment LLC

Disclosed balance after: 372,680

F1 · security: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received (i) 372,680 shares of Class A common stock in the Issuer to be held by JK-JBM Family Investment LLC and (ii) 1,161,674 shares of Class A common stock in the Issuer to be held by FOXO Management, LLC.

F1 · price: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received (i) 372,680 shares of Class A common stock in the Issuer to be held by JK-JBM Family Investment LLC and (ii) 1,161,674 shares of Class A common stock in the Issuer to be held by FOXO Management, LLC.

F2 · ownership.nature: Securities held of record by JK-JBM Family Investment LLC (the "LLC"). Jon Sabes is the manager of the LLC and is deemed to have sole voting and investment power over the securities held by the LLC.

SEC source: 0001213900-22-056722 · ownership.xml · derivative · entry 3

Barnes Bret · CIK 0001946884 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,425

Underlying: Class A Common Stock · 17,425 shares

Expires 2027-02-08

F3 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 30,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 3,388.2 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 2/8/2025.

SEC source: 0001213900-22-056722 · ownership.xml · derivative · entry 2

Barnes Bret · CIK 0001946884 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,368

Underlying: Class A Common Stock · 40,368 shares

Expires 2027-01-27

F2 · derivative.exercise_date: The stock options were received in exchange for stock options to purchase 69,500 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 7,849.35 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

SEC source: 0001213900-22-056722 · ownership.xml · nonDerivative · entry 1

Barnes Bret · CIK 0001946884 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

F1 · security: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 50,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

F1 · price: In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 50,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

SEC source: 0001213900-22-057974 · ownership.xml · derivative · entry 5

Poole Andrew J. · CIK 0001732509 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 42,500 shares

Expires 2027-09-15

F1 · kind: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F2 · kind: Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc.

SEC source: 0001213900-22-057974 · ownership.xml · nonDerivative · entry 4

Poole Andrew J. · CIK 0001732509 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · As LA Gift to Minors Act custodian for minor child

Disclosed balance after: 0

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F2 · kind: Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc.

F1 · price: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F4 · ownership.nature: Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the LA Gifts to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

SEC source: 0001213900-22-057974 · ownership.xml · nonDerivative · entry 3

Poole Andrew J. · CIK 0001732509 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · As Texas Uniform Transfers to Minors Act custodian for minor child

Disclosed balance after: 0

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F2 · kind: Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc.

F1 · price: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F3 · ownership.nature: Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the Texas Uniform Transfers to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

SEC source: 0001213900-22-057974 · ownership.xml · nonDerivative · entry 2

Poole Andrew J. · CIK 0001732509 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.

F2 · kind: Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc.

F1 · price: Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds, (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.