Ethos Technologies Inc.

Date of Prospectus: January 24, 2026

Ethos Technologies Inc. IPO: Transforming Life Insurance Distribution with a Scalable Tech Platform

Ethos Technologies Inc. is making its public debut, offering investors a unique chance to participate in the digital transformation of the life insurance industry. As a technology-driven disruptor with a robust three-sided platform connecting consumers, agents, and carriers, Ethos aims to democratize access to life insurance, streamline distribution, and empower a growing agent network. This article delivers a deep-dive into the Ethos IPO, covering the offering’s structure, business fundamentals, financial health, strategic vision, risk profile, and what investors should know before the listing.

IPO Snapshot: Key Details and Offer Structure

IPO Symbol: LIFE (Nasdaq Global Select Market)
Offer Price Range: Not specified in the prospectus
Number of Shares Offered: Not specified
Post-IPO Outstanding Shares: Not specified

Ethos Technologies Inc. is launching its initial public offering of Class A common stock. Both the company and existing selling stockholders are offering shares in the deal. No public market for Class A shares currently exists, but trading is expected to commence on Nasdaq under the symbol “LIFE” upon completion [[2]].

Use of Proceeds:

• Primary proceeds will be used for general corporate purposes, including working capital, operating expenses, and capital expenditures.
• A portion may be allocated for acquisitions or strategic investments in complementary businesses, products, or technologies, though no binding agreements exist as of the prospectus date.
• A substantial sum will be used to satisfy tax withholding and remittance obligations associated with RSU settlements triggered by the IPO. The exact amount depends on the final offer price and tax rates.

This allocation reflects a growth-driven strategy, with flexibility for opportunistic M&A [[27]], [[85]].

Dividend Policy: Ethos does not plan to pay cash dividends in the foreseeable future, opting to reinvest for growth. Returns will depend on share price appreciation [[74]].

Underwriters: Goldman Sachs & Co. LLC, J.P. Morgan, BofA Securities, Barclays, Citigroup, Deutsche Bank Securities, Citizens Capital Markets, William Blair, and Baird serve as joint bookrunners and underwriters [[2]], [[199]].

Placement Breakdown:

• Shares are being offered to the public and by selling stockholders. The company will not receive proceeds from the stockholders’ sales.
• Lock-up agreements and market stand-off restrictions cover substantially all existing shares and convertible securities for 180 days, with partial early releases if price thresholds are met (see Ownership & Lock-ups section).

Investor Participation & Book Quality

Anchor/Institutional Investors: Accel and Sequoia Capital are named as the largest pre-IPO shareholders and will continue to hold meaningful stakes post-listing. No additional cornerstone or anchor allocations are specified [[2]].

Pre-listing Sales: Prior to the IPO, a tender offer in March 2025 enabled certain employees and executives to sell shares to a new investor, with three executive officers realizing \$3.3 million, \$1.5 million, and \$4.4 million, respectively [[175]].

Book Quality & Performance Outlook: The involvement of top-tier VCs (Accel, Sequoia), a broad underwriter syndicate, and lock-up mechanisms signal strong institutional interest and support for post-IPO performance. No oversubscription or tranche allocation figures are disclosed.

Deal Parties & Structure

Underwriters and Key Advisors:

• Global Coordinators and Bookrunners: Goldman Sachs & Co. LLC, J.P. Morgan, BofA Securities, Barclays, Citigroup, Deutsche Bank Securities, Citizens Capital Markets, William Blair, Baird
• Legal Counsel: Cooley LLP (company), Simpson Thacher & Bartlett LLP (underwriters)
• Auditor: Ernst & Young LLP

These globally recognized financial institutions and advisors enhance the credibility and stability of the offering [[2]], [[199]], [[206]].

Stabilization/Greenshoe: No explicit mention of an over-allotment (greenshoe) option in the prospectus.

Company Overview: Platform Model, Mission, and Market Position

Mission: To protect families by democratizing access to life insurance and empowering agents at scale.

Business Model:

• Ethos operates a vertically integrated, three-sided technology platform for life insurance, connecting consumers, agents, and carriers.
• The company simplifies the process of buying, selling, and managing risk for all participants, aiming to overcome legacy inefficiencies in life insurance distribution.
• Revenue is generated through commissions and distribution fees from policy sales and agent services.
• As of September 30, 2025, Ethos had activated over 480,000 policies, with more than 10,000 active selling agents and several active carriers on its platform [[93]].

Industry: Life insurance, Insurtech
Sector Size: Not quantified in the document, but references are made to market size and growth in industry sources.

Competitive Advantages:

• Scalable, digital-first platform enables rapid agent onboarding and consumer acquisition.
• Proprietary technology and data analytics streamline underwriting and customer experience.
• Strong backing from leading VCs (Accel, Sequoia).

Brand Strength & Market Share: Ethos positions itself as a leading innovator in digital life insurance distribution. Specific market share and ranking figures are not provided.

Management Team:

• Peter Colis — CEO
• Erin Lantz — Executive Officer
• Kunal Mehta — Executive Officer
• Vipul Sharma — Executive Officer
• Board includes representatives from Accel and Sequoia Capital [[180]].

Financial Health: Key Financials and Capitalization

Ethos achieved profitability in 2023 after a history of losses since inception (2016). The company expects expenses to increase with public company costs and significant RSU-based compensation expense post-IPO. Below is a summary of balance sheet data as of September 30, 2025 [[35]], [[88]]:

Other metrics such as revenue, net profit margins, and cash flow are not disclosed in the document. The company’s capitalization and dilution will be sensitive to the actual IPO price, tax withholding rates, and RSU settlements [[88]], [[91]].

Trends, Timing & Market Environment

Sector Trends:

• Growing demand for digital, accessible life insurance solutions as traditional channels remain complex and agent-driven.
• Insurtech adoption is accelerating, with a focus on agent empowerment and risk management innovation.

Timing of the IPO:

• Date of prospectus: January 24, 2026
• Expected share delivery in New York, NY, on a date to be announced upon pricing [[2]].

Economic/Market Environment:

• Prospectus notes increased interest rates, inflationary pressures, and macroeconomic uncertainty, which have historically contributed to sector volatility [[70]].

Recent Company Developments:

• March 2025 employee tender offer for liquidity [[175]].
• Material weakness in internal controls identified, with remediation measures underway [[25]].

Outlook: The company’s scalable business model, strong agent/carrier ecosystem, and technology platform position it to benefit from digitalization trends, though near-term volatility in tech and insurance stocks may impact trading dynamics.

Risk Factors: Key Exposures and Investor Considerations

Top Risks:

• **Profitability is not assured**: Ethos only recently achieved profitability; increased public company expenses and RSU-related compensation may result in future losses [[37]].
• **Material weakness in internal controls**: Exposed the company to regulatory or financial reporting risks. Remediation is ongoing [[25]].
• **Intense competition**: Market is crowded with traditional and digital players, which may pressure margins and growth.
• **Stock price volatility**: No current public market; trading could be highly volatile, with potential for significant price swings post-listing [[69]], [[70]].
• **Concentration of control**: Accel, Sequoia, and co-founders will retain significant voting power post-IPO, influencing all major corporate decisions [[2]].
• **Large RSU settlements**: The IPO will trigger substantial tax liabilities and cash outflows for RSU tax withholding, potentially diluting public shareholders [[73]].

Further risks include regulatory compliance, technology platform reliability, customer and agent acquisition, and macroeconomic factors.

Growth Strategy: Expansion, Product Innovation, and M&A

Ethos’s growth plan is centered on:

• Scaling its agent and consumer network to increase activated policies and market penetration.
• Continuous platform innovation to enhance risk management, agent tools, and customer experience.
• Building strategic partnerships with additional carriers and agents.
• Potential acquisitions or investments in complementary businesses, products, or technologies using IPO proceeds.

No specific geographic or product expansion targets, capex pipeline, or M&A deals are detailed in the document.

Ownership & Lock-Ups: Shareholding Structure and Trading Restrictions

Pre- and Post-IPO Shareholding:

• **Accel, Sequoia Capital, and the co-founders (Peter Colis, Lingke Wang)** will maintain significant stakes post-IPO.
• All directors, executive officers, and holders of substantially all common stock and convertible securities have agreed to 180-day lock-ups, with partial early releases if certain price triggers are met (Tier 1 and Tier 2 Releases for up to 50% of eligible securities).
• Shares issued on RSU settlement are also subject to lock-up and blackout policy provisions [[71]], [[72]], [[190]], [[191]].

ESOPs and Employee Incentives: The company has a 2016 Equity Incentive Plan and is introducing a 2026 Plan and 2026 ESPP, providing for future equity awards to employees and service providers [[252]].

Valuation and Peer Comparison

No explicit valuation multiples (P/E, P/B, EV/EBITDA), peer financials, or comparable sector IPO tables are disclosed in the document. As a result, peer comparison and sector performance tables are omitted.

Research & Opinions

No third-party analyst opinions, research coverage, or price targets are disclosed in the prospectus.

IPO Allotment Result

Final subscription outcomes, tranche allocations, or oversubscription ratios are not provided in the document.

Listing Outlook: First-Day Performance and Investment Case

The Ethos IPO presents a compelling opportunity for investors seeking exposure to the digital transformation of life insurance. Strong pre-IPO backing, a proven growth record, and a scalable technology platform support the investment case. However, significant post-listing share supply (from RSU settlements and lock-up expiries), the lack of a public trading history, technology stock volatility, and the company’s brief profitability track record introduce risk.

First-day trading is likely to be volatile, with performance dependent on broader sector sentiment, the strength of bookbuilding, and early trading dynamics. Institutional backing and underwriter reputation may provide some support, but the large potential unlock of shares post-IPO could weigh on the price in subsequent months.

Estimated first-day trading range: Not specified, as no offer price or peer trading data is disclosed.

Prospectus Access

Full documentation and further information can be accessed at: www.sec.gov

Application channels, start/end dates, and steps for IPO participation are not specified in the prospectus.