| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/28/2026 |
3. Issuer Name and Ticker or Trading Symbol
Ethos Technologies Inc. [ LIFE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 198,149(1)(2)(3)(4)(5) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 82,070 shares issuable upon settlement of restricted stock units ("RSUs"). The vesting of the RSU is contingent upon both (i) a service-based requirement (the "Service Milestone") and (ii) a liquidity event-based requirement (the "Liquidity Event Milestone"). If both the Service Milestone and the Liquidity Event Milestone are achieved, 25% of the shares subject to the RSU vest on November 15, 2022 and the remainder shall vest quarterly over the following 36 months. The Liquidity Event Milestone was satisfied upon the effectiveness of the Issuer's registration statement on Form S-1 in connection with the Issuer's initial public offering of its Class A Common Stock (the "IPO"). |
| 2. Includes 49,357 shares issuable upon settlement of RSUs. If both the Service Milestone and the Liquidity Event Milestone are achieved, the shares subject to the RSU vest quarterly over the 48 months following August 15, 2022. The Liquidity Event Milestone was satisfied upon the effectiveness of the Issuer's registration statement on Form S-1 in connection with the IPO. |
| 3. Includes 5,000 shares issuable upon settlement of RSUs. If both the Service Milestone and the Liquidity Event Milestone are achieved, the shares subject to the RSU vest quarterly over the 48 months following August 15, 2023. The Liquidity Event Milestone was satisfied upon the effectiveness of the Issuer's registration statement on Form S-1 in connection with the IPO. |
| 4. Includes 21,429 shares issuable upon settlement of RSUs. If both the Service Milestone and the Liquidity Event Milestone are achieved, the shares subject to the RSU vest quarterly over the 48 months following February 15, 2024. The Liquidity Event Milestone was satisfied upon the effectiveness of the Issuer's registration statement on Form S-1 in connection with the IPO. |
| 5. Includes 40,229 shares issuable upon settlement of RSUs. If both the Service Milestone and the Liquidity Event Milestone are achieved, the shares subject to the RSU vest quarterly over the 48 months following November 15, 2025. The Liquidity Event Milestone was satisfied upon the effectiveness of the Issuer's registration statement on Form S-1 in connection with the IPO. |
| /s/ Porter Nolan, Attorney-in-Fact | 01/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||