$LIFE·8-K

Ethos Technologies Inc. · Feb 2, 7:02 AM ET

Ethos Technologies Inc. 8-K

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Ethos Technologies Inc. Files 8-K: Exchange Agreements and Charter Changes for IPO

What Happened Ethos Technologies Inc. (LIFE) filed an 8‑K reporting that, in connection with its IPO, it entered into exchange agreements on January 28, 2026, with co‑founders Peter Colis and Lingke Wang and with entities affiliated with Accel and Sequoia Capital to exchange shares of Class A common stock for shares of Class B common stock immediately prior to the IPO closing. On the same date the company also entered into equity exchange right agreements with the two co‑founders allowing the company, at each founder’s election, to convert Class A shares received on vesting or exercise of awards into an equivalent number of Class B shares. The company filed an amended and restated certificate of incorporation and amended and restated bylaws that became effective January 30, 2026, in connection with the IPO.

Key Details

  • Exchange Agreements dated January 28, 2026, involve co‑founders Peter Colis and Lingke Wang and investor affiliates of Accel and Sequoia Capital.
  • Equity Exchange Right Agreements (Jan 28, 2026) let each co‑founder elect conversion of Class A shares received from vesting or option exercises into Class B shares; these apply to pre‑IPO equity awards.
  • Amended and Restated Certificate of Incorporation and Bylaws filed/effective January 30, 2026, as part of the IPO closing.
  • Relevant documents are attached as exhibits to the 8‑K and described in the company’s final prospectus under “Description of Capital Stock.”

Why It Matters These filings formalize share‑exchange mechanisms and updated corporate governing documents tied to Ethos’s IPO. The exchange agreements and equity exchange rights change how certain issued or newly issued Class A shares can be converted into Class B shares for founders and major investors; investors should review the prospectus section on capital stock to understand any differences in rights (including voting or transfer restrictions) between Class A and Class B. For retail investors, these items affect the company’s capital structure and who holds particular share classes after the IPO—important context when evaluating ownership, voting control, and future dilution.

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