Ludwig Enterprises reports change in control

Item 5.01. Changes in Control of Registrant.

On October 25, 2026, in transactions to which the Company was not a party, The Thomas E. Terwilliger Revocable Trust (the "Trust") and Vasaio Capital, Inc. ("Vasaio" and, together with the Trust, the "Selling Holders") each entered into a stock purchase agreement (together, the "Stock Purchase Agreements") with FOXO Technologies Inc. ("FOXO") to sell an aggregate of 5,000,000 shares of the Series A Convertible Preferred Stock¹, par value $0.001 per share (the "Preferred Stock"), of Ludwig Enterprises, Inc. (the "Company"), and each granted FOXO an irrevocable proxy to vote its shares (together, the "Proxies"). As reported by FOXO, the Proxies terminate upon the earlier of the closing of the applicable Stock Purchase Agreement or 120 days following its execution.⁵ The Company's Board of Directors (the "Board") was informed of these transactions on October 27, 2026.²

The information in this report regarding the terms of the Stock Purchase Agreements and the Proxies is based on FOXO's Current Report on Form 8-K and Schedule 13D, each filed with the Securities and Exchange Commission on October 29, 2026, and has not been independently verified by the Company.⁸

Each share of Preferred Stock is entitled to 100 votes and votes together with the Company's common stock as a single class. Based on 167,166,897 shares of common stock and 7,000,000 shares of Preferred Stock outstanding as of October 28, 2026, the shares subject to the Proxies represent approximately 57.7% of the Company's total voting power.³ FOXO's Schedule 13D reports beneficial ownership of approximately 74.9% of the Company's common stock, a figure calculated on an as-converted basis⁴ that does not include the other outstanding shares of Preferred Stock and therefore differs from the percentage of total voting power stated above. As a result of the Proxies, a change in control of the Company occurred on October 25, 2026, with control passing from the Selling Holders to

Item 9.01.^{6 6}Financial Statements and Exhibits.⁶

(d) Exhibits.

Exhibit No. Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LUDWIG ENTERPRISES, INC.

Date: November 2, 2026 By: /s/ Jose Antonio Reyes⁷

Name: Jose Antonio Reyes

Title: Interim Chief Executive Officer