Ethos Technologies Inc.

S-11 d901135ds1.htm S-1

As filed with the Securities and Exchange Commission on September 26, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ethos Technologies Inc.

(Exact name of registrant as specified in its charter)

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

**(415)915-0665 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter Colis

Chief Executive Officer

Ethos Technologies Inc.

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

**(415)915-0665 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich** specifically states that this Registration Statement shall thereafter become effective in accordance with Section******** 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section******** 8(a), may determine.**

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2025.

Shares

CLASS A COMMON STOCK

This is an initial public offering of shares of Class A common stock of Ethos Technologies Inc. We are offering shares of Class A common stock, and the selling stockholders identified in this prospectus are offering an additional shares of Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market, or Nasdaq, under the symbol “LIFE.”

We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock. Upon the completion of this offering, Peter Colis and Lingke Wang, or our co-founders, who are both current executive officers and directors, and their respective affiliates will represent approximately % of the voting power of 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 of this offering. Entities affiliated with Accel and Sequoia Capital, our two largest stockholders, will represent % of the voting power of our outstanding capital stock. As a result, each of 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 election of 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 reporting requirements 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 Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares of Class A common stock from us at the initial public offering price less underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2025.

Prospectus dated , 2025.

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

A letter from Peter Colis and Lingke Wang, Co-Founders of Ethos Families depend on Ethos. Every policy we help issue is a promise that a childs education, a mortgage, or a retirement plan will still stand if the unthinkable happens. Yet tens of millions remain under-insured because traditional life insurance is slow, complex, and tedious to both buy and sell. We conceived of Ethos in our dorm room at Stanfords business school.The life insurance industry was as confusing to us as outsiders as it was to consumers and agents. We built Ethos to democratize access to life insurance. Our technology platform and underwriting engine transforms the buying, selling and risk management of life insuranceso families can secure affordable coverage in minutes, not months. We also empower agents livelihoods. By making the selling process instant, paying next-day commissions and delivering an industry-leading agent technology suite, Ethos can dramatically change the earnings potential of an agent. Backing the promises of these policies are our valued life insurance carriers. We have the trusted position of managing risk on their behalf and we always put their underwriting profitability before our own profitability. We have consistently demonstrated strong risk management capabilities and delivered meaningful policyholder scale. When a father in rural Texas or a single mother in Minnesota gets coverage, a household gains security, an agent earns, and a carrier grows responsibly. We are proud to serve each of our constituents.

A letter from Peter Colis and Lingke Wang, Co-Founders of Ethos How we operate Our greatest competitive advantage is our people and culture. We are inspired to protect families, empower agents and grow our carriers - and know we need to consistently earn their trust. Our culture is reflected in our values:Serve our Families. Our clients are not simply a number in a spreadsheet. We understand a family will sink or swim depending on how we perform. We always strive to act with integrity and delight the customer. Bias for Impact. We win by overachieving, and we dont confuse motion with progress. This principle distinguishes our execution from the incumbent industry. Intellectual Rigor. We take a first-principled approach to an age-old industry. We recognize that Ethos is a virtuous data-cycle business-one that strengthens with scale when we interpret data effectively and act on it wisely. Speak your mind. We encourage Ethosaurs to have strong opinions, loosely held. We are comfortable giving and receiving feedback. We win together: one team, one dream. Ethos is a low, single-digit percentage of the life insurance industry today. By building a high-NPS, vertically-integrated technology platform that transforms the life insurance experience for consumers, agents and carriers - we are well-positioned to seize the opportunity before us and transform the industry.

Our 3-sided technology platform Consumers Helping people access affordable, personalized coverage through a seamless digital experience that delivers protection in minutes, not months. Agents Accelerating sales and cash flow with instant policies, next-day commissions, and a comprehensive operating system of powerful tools to grow their business. Carriers Delivering profitable, scaled growth at target underwriting profitability, powered by modern technology.

LTM REVENUE $320MLTM YOY REVENUE GROWTH+57%LTM GAAP NET INCOME$61MLTM ADJ. EBITDA$81MLTM NET INCOME MARGIN19%LTM ADJ. EBITDA MARGIN25%ACTIVATED POLICIES 450K+ LTM GROSS MARGIN 98% LTM figures are for the twelve months endod June 30, 2025. Our activated pollane figure is from inception through the date of this prospectus. Adjusted EBITDA and Adjusted EBITDA Margin ara con GAAP financial measures. See the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations for more information on our ase and calculation of Activated Policies, Adjusted EBITDA, and Adjusted EBITDA Margin, and a reconcilation of net income to Adjusted EBITDA and net income margin to Adjusted EB TDA Margin

Ethos' History of Innovation