UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Exchange Agreements
On January 28, 2026, in connection with its initial public offering (the “IPO”), Ethos Technologies Inc. (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with Peter Colis and Lingke Wang, (each a “Co-Founder,” and together, the “Co-Founders”) who are both current executive officers and directors of the Company, and their respective affiliates, and entities affiliated with Accel and Sequoia Capital, the Company’s two largest stockholders. The Exchange Agreements provide for the exchange of shares of Class A common stock for shares of Class B common stock, effective immediately prior to the sale of the shares of the Company’s Class A common stock at the closing of the IPO. The Exchange Agreements are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Equity Exchange Right Agreements
On January 28, 2026, in connection with the IPO, the Company entered into equity exchange right agreements (each an “Equity Exchange Right Agreement”) with each of the Co-Founders. Each Equity Exchange Right Agreement requires the Company to exchange any shares of Class A common stock received upon the vesting and settlement of restricted stock units related to shares of Class A common stock or upon the exercise of stock options to purchase shares of Class A common stock for an equivalent number of shares of Class B common stock, upon the election of each Co-Founder. The equity exchange right applies to equity awards granted to the Co-Founders prior to the IPO. The Equity Exchange Rights Agreements are attached hereto as Exhibits 10.3 and 10.4 and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On January 30, 2026, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
On January 30, 2026, the Company’s amended and restated bylaws (the “Restated Bylaws”) became effective in connection with the closing of the IPO. The Board and the Company’s stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws in the section titled “Description of Capital Stock” in the final prospectus filed by the Company with the Securities and Exchange Commission on January 29, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290534).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| (1) | Previously filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290534), filed with the Securities and Exchange Commission on January 20, 2026, and incorporated herein by reference. |
| * | Certain portions of this exhibit (indicated by asterisks) have been omitted because they are both not material and are the type that the Registrant treats as private or confidential. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ethos Technologies Inc. | ||||||
| Dated: February 2, 2026 | ||||||
| By: | /s/ Peter Colis | |||||
| Peter Colis | ||||||
| Chief Executive Officer | ||||||