Ethos Technologies Inc-A美股招股说明书(2026-01-30版)

10,526,315Shares CLASS A COMMON STOCK This is an initial public offering of shares of ClassA common stock of Ethos Technologies Inc. We are offering 5,127,696 shares of Class A common stock and theselling stockholders identified in this prospectus are offering an additional 5,398,619 shares of ClassA common stock. We will not receive any proceeds from the sale ofshares of Class A common stock by the selling stockholders. Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price per share is $19.00. Our ClassA common stockhas been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the symbol “LIFE.” We have two classes of authorized common stock: ClassA common stock and ClassB common stock. The rights of the holders of ClassA common stock andClassB common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of ClassA common stock is entitled to one vote. Each share ofClassB common stock is entitled to 20 votes and is convertible at any time into one share of ClassA common stock. Upon the completion of this offering, Peter Colis andLingke Wang, or our co-founders, who are both current executive officers and directors, and their respective affiliates will represent approximately 38.5% of the voting powerof our outstanding capital stock, which voting power may increase over time as our co-founders exercise or vest in equity awards outstanding at the time of the completion ofthis offering. Entities affiliated with Accel and Sequoia Capital, our two largest stockholders, will represent 57.0% of the voting power of our outstanding capital stock. As aresult, our co-founders, Accel and Sequoia Capital will be able to significantly influence or control any action requiring the approval of our stockholders, including the electionof our board of directors, the adoption of amendments to our amended and restated certificate of incorporation and bylaws and the approval of any merger, consolidation,sale of all or substantially all of our assets or other major corporate transaction. We are an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reportingrequirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” See the section titled “Risk Factors” beginning on page 27 to read about factors you should consider before buying shares of our ClassA common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering pricethrough a directed share program to certain persons identified by our management, which may include certain parties we have a business relationship with and friends andfamily of management. See the section titled “Underwriting—Directed Share Program.” The underwriters expect to deliver the shares of ClassA common stock against payment in New York, NewYork on January 30, 2026. GoldmanSachs&Co.LLC J.P.Morgan BofASecurities CitizensCapitalMarkets Baird WilliamBlair Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS PageGLOSSARY OF TERMSiiiPROSPECTUS SUMMARY1THE OFFERING17SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA22RISK FACTORS27SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS72MARKET, INDUSTRY, AND OTHER DATA74USE OF PROCEEDS75DIVIDEND POLICY76CAPITALIZATION77DILUTION80MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS83BUSINESS119MANAGEMENT141EXECUTIVE COMPENSATION151CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS166PRINCIPAL AND SELLING STOCKHOLDERS168DESCRIPTION OF CAPITAL STOCK174SHARES ELIGIBLE FOR FUTURE SALE182MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK188UNDERWRITING192LEGAL MATTERS200EXPERTS200WHERE YOU CAN FIND ADDITIONAL INFORMATION200INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and including February 22, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in thesesecurities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation todeliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we, the selling stockholders, nor any of the underwriters has authorized anyone to provide you with any information or tomake any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we,the selling stoc