NT 10-K 1 formnt10-k.htm NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

Commission File Number 001-39783

NOTIFICATION OF LATE FILING

(Check One):

☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K		☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F		☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I-Registrant Information

Full Name of Registrant		FOXO Technologies Inc.

Former Name if Applicable		Delwinds Insurance Acquisition Corp.

Address of principal executive office		477 South Rosemary Avenue, Suite 224

City, State and Zip Code		WEST PALM BEACH, FL, 33401

Part II-Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ☒

	a.	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

	b.	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

	c.	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III-Narrative

State below in reasonable detail the reasons why the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)

The Company is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2025 within the prescribed time period because the Company is still completing the Form 10-K and its auditors have not completed their audit review of the financial statements for the year then ended. The Company expects to file its Form 10-K on or prior to the fifteenth calendar day following the prescribed due date.

Part IV-Other Information

Name and telephone number of person to contact in regard to this notification

	Seamus Lagan		(612)		800-0059
	(Name)		(Area Code)		(Telephone No.)

Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

FOXO Technologies Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By	/s/ Seamus Lagan
		Seamus Lagan, Chief Executive Officer

SEC Form NT 10-K filed by FOXO Technologies Inc.