When LIFE insiders can sell

Restrictions We and all of our directors, executive officers, selling stockholders and the holders of substantially all of our common stock and securities exercisable for or convertible into our common stock outstanding immediately prior to the completion of this offering, have agreed with the underwriters that, until 180 days after the date of this prospectus, subject to certain exceptions, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, offer, sell, contract to sell, pledge, grant any option to purchase, lend, or otherwise dispose of any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock. The following table summarizes the termination d…

Class A common stock to be outstanding after this offering 30,479,115 shares. Class B common stock to be outstanding after this offering 32,079,265 shares. Total Class A common stock and Class B common stock to be outstanding after this offering 62,558,380 shares. Directed Share Program At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus, for sale at the initial public offering price through a directed share program to certain persons identified by our management, which may include certain parties we have a business relationship with and friends and family of management.

…n the case of a transfer or distribution pursuant to clauses (a)(i) or (a)(vii), that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement, (b) entry into a written plan under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer, sale or other disposition of lock-up securities during the restricted period, and (c) transfers pursuant to a bona-fide third-party tender offer, merger, consolidation or other similar transaction that is approved by our board of directors and made to all holders of our capital stock involving a change of control, provided that if such tender offer, merger, consolidation or other similar transaction is not completed, the lock-up party's securities will remain subject to the provisions of the lock-up agreement.

…ckholders and the holders of substantially all of our common stock do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers of lock-up securities: (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the lock-up party is a natural person, to any member of the lock-up party's immediate family member or to any trust for the direct or indirect benefit of the lock-up party or immediate family member of the lock-up party, or if the lock-up party is a t…

…ted EB TDA Margin Table of Contents Ethos' History of Innovation 2018 Launched Term Life 2019 Developed underwriting & admin system capabilities 2020 Launched Whole Life 2021 Launched third party channel 2022 Introduced Estate Planning 2023 Achieved GAAP profitability 2024 Launched IUL Launched Accumulation IUL and Cancer Insurance 2018 2019 2020 2021 2022 2023 2024 2025 Table of Contents TABLE OF CONTENTS Page GLOSSARY OF TERMS iii PROSPECTUS SUMMARY 1 THE OFFERING 17 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA 22 RISK FACTORS 27 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 72 MARKET, INDUSTRY, AND OTHER DATA 74 USE OF PROCE…

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain persons identified by our management, which may include certain parties we have a business relationship with and friends and family of management. See the section titled "Underwriting—Directed Share Program." The underwriters do not have an option to purchase additional shares of Class A common stock from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on January 30, 2026.

…iii) the Class B Stock Exchange, (iv) the RSU Net Settlement, (v) the Warrant Exercise, and (vi) the Cash Option Exercise (each as defined below), and excludes: 1,037,566 shares of Class A common stock issuable upon the exercise of stock options outstanding as of September 30, 2025 under our Amended and Restated 2016 Equity Incentive Plan, or 2016 Plan, excluding the stock options subject to the Cash Option Exercise, with a weighted-average exercise price of $3.30 per share; 4,803,868 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units, or RSUs, outstanding as of the date of this prospec…

Morgan Securities LLC, on behalf of the underwriters, provided that we may release shares from such restrictions to the extent that it would be permissible to release such shares under the form of lock-up agreement with the underwriters signed by certain holders of our securities as described herein. In addition, there were 977,231 shares of Class A common stock issuable upon the exercise of options and 4,803,868 restricted stock units, or RSUs, to be settled in shares of our Class A common stock as of the date of this prospectus, of which 1,622,370 shares will be exchangeable for an equal number of shares of Class B common stock at the election of our co-founders upon settlement.