FOXO TECHNOLOGIES INC. (FOXO) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 15, 2026

Risk Assessment Details

Potential Dilution: 0.58% of current shares
Recent Dilution: 40330.13% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
4.3B
Potential Supply
25M
Additional shares possible
Splits
1 Split 1 Reverse
Past 2 years

Summary

FOXO currently has 4.26B outstanding shares. with limited dilution risk as only 24.6M additional shares (0.6%) are authorized for issuance. The company has significantly diluted shareholders by 40330.13% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 1 stock split (positive for accessibility) and 1 reverse split (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 15, 2026

10-Q filing | 4261.7M shares outstanding

4.3B 25M
Jun 27, 2025

8-K filing: FOXO Technologies Inc. filed an amendment to its Certificate of Incorporation authorizing the issuance of up to 4,000,000 shares of Series E Cumulative Redeemable Secured Preferred Stock.

11M 25M
Jun 13, 2025

8-K filing: Smithline exchanged warrants to purchase up to 312,500 shares for the right to receive up to 5,151,721 post-split shares of Class A Common Stock, with 1,308,751 shares already issued and approximately $384,297 remaining outstanding.

11M 25M
Jun 05, 2025

S-1 filing: This S-1 filing relates to the offer and resale of up to 10,000,000 shares of Class A Common Stock issuable upon the conversions of Series A Cumulative Convertible Redeemable Preferred Stock by selling stockholders.

11M 25M
Jun 04, 2025

8-K filing: FOXO Technologies, Inc. entered into a Securities Purchase Agreement to issue up to 1,650 shares of Series A Preferred Stock in three closings, receiving proceeds of $1,650,000 and paying costs of $150,000. ($1.65M proceeds)

6.6M 15M
May 20, 2025

10-Q filing | 6.6M shares outstanding

6.6M 15M
May 02, 2025

S-1 filing: This S-1 filing relates to the offer and resale of up to 4,000,000 shares of Class A Common Stock issuable upon the conversions of Series A Preferred Stock.

3.9M 15M
Apr 28, 2025
Stock Split

8-K filing: Stock split 1-for-10 | Outstanding: 35,843,767 → 3,584,376

3.6M 11M
Apr 15, 2025

10-K filing | 35.8M shares outstanding

36M 110M
Dec 27, 2024

8-K filing: FOXO Technologies Inc. issued 1,311.70 shares of Series D Cumulative Redeemable Preferred Stock to Mitchell Silberberg & Knupp LLP in satisfaction of $1,515,993 for legal services. ($1.52M proceeds)

17M 110M
Dec 10, 2024

8-K filing: FOXO Technologies Inc. completed an exchange agreement on December 5, 2024, exchanging $21,000,000 of debt for 21,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock, and issued 3,000 shares of Series D Preferred Stock to KR8 AI Inc. ($21.0M proceeds)

17M 110M
Nov 19, 2024

10-Q filing | 17.5M shares outstanding

17M 110M
Oct 23, 2024

8-K filing: FOXO Technologies Inc. filed an amendment to its Certificate of Incorporation, authorizing the issuance of up to 35,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock.

14M 110M
Aug 19, 2024

10-Q filing | 13.6M shares outstanding

14M 110M
Jul 31, 2024

8-K filing: FOXO Technologies Inc. entered into a Corporate Development Advisory Agreement with C L Talent Inc., issuing 1,500,000 shares of Class A Common Stock pending NYSE American approval; an Advisory Agreement with J.H. Darbie & Co., Inc., issuing 625,000 shares of Class A Common Stock; a Private Placement Engagement with J.H. Darbie, compensating with shares of Class A Common Stock; and a Services Agreement with Mark White, potentially converting monthly fees into equity and issuing 2,000 shares of Series A Preferred Stock.

11M 110M
Jul 23, 2024

8-K filing: The company issued shares of Class A Common Stock to various entities as consideration for agreements and notes.

11M 110M
Jun 28, 2024

10-Q filing | 11.3M shares outstanding

11M 110M
Jun 18, 2024

8-K filing: FOXO Technologies Inc. entered into a Securities Purchase Agreement with an institutional investor to issue Senior Notes and shares of Class A Common Stock, with an initial closing involving the issuance of 1,108,755 shares representing 9.99% of the outstanding shares.

10M 110M
Jun 13, 2024

8-K filing: FOXO Technologies Inc. issued shares of Class A Common Stock to Smithline Family Trust II pursuant to the Exchange Agreement. ($20.0M proceeds)

10M 110M
Jun 06, 2024

10-K filing | 10.7M shares outstanding

11M 110M
Jun 03, 2024

8-K filing: FOXO Technologies Inc. entered into an Exchange Agreement with Smithline Family Trust II to exchange warrants for the right to receive up to 8,370,000 shares of Class A Common Stock, subject to a 4.99% beneficial ownership limitation and a cap of 19.99% of outstanding shares unless stockholder approval is obtained.

8.9M 110M
May 09, 2024

8-K filing: Foxo Technologies Inc. issued shares of Class A Common Stock to Mitchell Silberberg & Knupp LLP, Tysadco Partners, and LGH Investments, LLC in exchange for services and as inducement shares for a convertible promissory note.

8.9M 110M
Jan 19, 2024

10-Q filing | 8.9M shares outstanding

8.9M 110M
Oct 18, 2023

S-1 filing: This S-1 filing relates to the potential offer and resale of up to 23,601,340 shares of Class A common stock by selling stockholders, including shares issued to ClearThink Capital Partners, Mitchell Silberberg & Knupp LLP, and Joseph Gunnar & Co., LLC, with the company not receiving any proceeds from the sale.

64M 110M
Oct 16, 2023

8-K filing: FOXO Technologies Inc. entered into a Strata Purchase Agreement with ClearThink Capital Partners, LLC for up to $2,000,000 of Class A common stock and a Securities Purchase Agreement for 2,000,000 restricted shares of Common Stock for $200,000. ($0.2M proceeds)

56M 82M
Sep 19, 2023

8-K filing: FOXO Technologies Inc. issued shares of Class A Common Stock to MSK and Joseph Gunnar & Co. in exchange for services, and also issued shares to employees in lieu of salary.

56M 82M
Sep 07, 2023

8-K filing: FOXO Technologies Inc. closed the second tranche of its private offering of Class A common stock, selling 1,834,375 shares at $0.08 per share, resulting in $146,750 in gross proceeds. ($0.15M proceeds)

56M 82M
Sep 05, 2023

S-1/A filing: This prospectus relates to the potential offer and resale from time to time by the selling stockholders of up to 3,668,750 shares of Class A common stock.

54M 82M
Aug 25, 2023

S-1 filing: This S-1 filing is for the potential offer and resale of up to 3,668,750 shares of Class A common stock by selling stockholders.

54M 82M
Aug 23, 2023

8-K filing: FOXO Technologies Inc. entered into Stock Purchase Agreements to issue and sell up to 3,668,750 shares of Class A common stock in a private placement at $0.08 per share, with 1,834,375 shares sold initially for gross proceeds of $293,500. ($0.15M proceeds)

54M 78M
Aug 10, 2023

10-Q filing | 52.0M shares outstanding

52M 78M
Aug 08, 2023

8-K filing: FOXO Technologies Inc. closed the second tranche of its private offering of Class A common stock, selling 2,812,500 shares at $0.08 per share, resulting in $225,000 in aggregate gross proceeds. ($0.23M proceeds)

52M 78M
Jul 31, 2023

S-1/A filing: This S-1/A filing relates to the potential offer and resale from time to time by the selling stockholders of up to 5,625,000 shares of Class A common stock.

49M 78M
Jul 21, 2023

S-1 filing: This S-1 filing relates to the potential offer and resale from time to time by the selling stockholders of up to 5,625,000 shares of Class A common stock.

49M 78M
Jul 20, 2023

8-K filing: FOXO Technologies Inc. sold 2,812,500 shares of Class A common stock at $0.08 per share for gross proceeds of $225,000 in the first tranche of a private placement. ($0.23M proceeds)

49M 73M
Jun 23, 2023

S-1 filing: This S-1 filing outlines an offering of up to 19,312,823 shares of Class A Common Stock by selling stockholders of FOXO Technologies Inc. with the closing price of the Class A Common Stock was $0.3555 as of June 22, 2023.

46M 73M
Jun 22, 2023

8-K filing: FOXO Technologies Inc. issued an aggregate of 7,035,000 shares of Class A Common Stock to Baboon Partners, LLC and Inpixon as consideration for releases and other obligations under General Release Agreements.

27M 53M
May 30, 2023

8-K filing: FOXO Technologies Inc. consummated an exchange offer to holders of Assumed Warrants, offering 4.83 shares of Class A Common Stock for each Assumed Warrant tendered, and a PIK Note Offer to Amend, offering 1.25 shares of Class A Common Stock for every $1.00 of the Original Principal Amount of PIK Notes.

27M 53M
May 11, 2023

10-Q filing | 27.2M shares outstanding

27M 53M
Apr 27, 2023

S-1 filing: This S-1 filing relates to the issuance of Class A common stock upon the exercise of public, private, and assumed warrants, as well as the potential resale of Class A common stock and private warrants by selling securityholders.

27M 53M
Mar 31, 2023

10-K filing | 29.6M shares outstanding

30M 35M
Feb 10, 2023

S-1/A filing: This S-1/A filing, dated February 10, 2023, relates to the issuance of Class A common stock upon exercise of public, private, and assumed warrants, as well as the potential resale of Class A common stock and private warrants by selling securityholders.

28M 35M
Jan 30, 2023

S-1/A filing: This S-1/A filing relates to the issuance of Class A common stock upon exercise of warrants and resale of Class A common stock and private warrants by selling securityholders.

28M 35M
Dec 23, 2022

S-1 filing: This S-1 filing registers the issuance of Class A common stock upon exercise of public, private and assumed warrants, as well as the resale of Class A common stock and private warrants by selling securityholders.

33M 35M
Nov 21, 2022

10-Q filing | 31.2M shares outstanding

31M 18M
Nov 15, 2022

8-K filing: FOXO Technologies Inc. amended its Forward Share Purchase Agreement with Meteora Special Opportunity Fund, stating that Meteora would be entitled to retain 500,000 shares of the Company's Class A common stock on the Put Date. The Company agreed to transfer shares to Meteora if Meteora owns less than 500,000 shares of Class A common stock.

12M 18M
Sep 21, 2022

8-K filing: On September 20, 2022, the Company completed a private placement offering of 15% Senior Promissory Notes in an aggregate principal amount of $3,457,500 and on September 16, 2022, the Company issued 190,476 shares of Class A Common Stock to Cantor as commitment shares.

12M 18M
Sep 16, 2022

8-K filing: Meteora Capital Partners purchased 1,708,005 shares of Class A common stock from stockholders who reversed their redemption and sold the shares to Meteora at the redemption price. Meteora now holds 2,873,728 shares of Class A common stock.

12M 18M
Sep 13, 2022

8-K filing: Delwinds Insurance Acquisition Corp. received requests to redeem a total of 10,991,407 Public Shares in connection with its business combination with Foxo Technologies Inc.

12M 18M
Aug 12, 2022

10-Q filing | 11.7M shares outstanding

12M 18M
Jul 06, 2022

8-K filing: Delwinds Insurance Acquisition Corp. amended its Merger Agreement with FOXO Technologies Inc. to reduce the number of shares of Delwinds Class A Common Stock to be issued as Merger Consideration at the Closing to certain members of FOXO's management and certain strategic partners of FOXO under the Management Contingent Plan from ten million (10,000,000) shares to nine million two hundred thousand (9,200,000) shares.

21M 18M
May 16, 2022

10-Q filing | 20.8M shares outstanding

21M 18M
Mar 07, 2022

10-K filing | 20.8M shares outstanding

21M 18M
Mar 02, 2022

8-K filing: Delwinds Insurance Acquisition Corp. entered into a merger agreement with FOXO Technologies Inc. and related agreements, including backstop agreements for up to 1,000,000 shares of Delwinds Class A Common Stock at $10 per share if Delwinds has less than $10,000,000 in cash and cash equivalents at closing, and a common stock purchase agreement with Cantor for up to $40 million in shares of Delwinds Class A Common Stock. ($10.0M proceeds)

21M 18M
Nov 15, 2021

10-Q filing | 20.8M shares outstanding

21M 18M
Aug 16, 2021

10-Q filing | 0.6M shares outstanding

630K 18M
May 17, 2021

10-Q filing | 20.8M shares outstanding

21M 18M
Mar 31, 2021

10-K filing | 20.8M shares outstanding

21M 18M
Dec 16, 2020

8-K filing: Delwinds Insurance Acquisition Corp. completed its IPO of 20,125,000 units at $10.00 per unit, generating gross proceeds of $201,250,000, and also completed a private sale of 656,250 units to the Sponsor at $10.00 per unit, generating gross proceeds of $6,562,500. ($207.81M proceeds)

5M 18M
Dec 01, 2020

S-1/A filing: Delwinds Insurance Acquisition Corp. is offering 17,500,000 units at $10.00 per unit for a total of $175,000,000. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant.

5M 18M
Sep 22, 2020

S-1/A filing: This is an S-1/A filing detailing the terms for common stock and warrants associated with private placements that will occur simultaneously with the consummation of the Public Offering.

N/A 990K
Sep 11, 2020

S-1 filing: This is an S-1 filing for an initial public offering of units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, by Delwinds Insurance Acquisition Corp.

N/A 32M
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