Form 4: Sequoia Funds Convert Preferred Stock to Ethos Class A, B Shares

Sequoia Capital-affiliated entities converted various preferred stock series into Ethos Technologies Inc. Class A Common Stock, immediately exchanging them for Class B Common Stock following the company's IPO.

Summary

• SC US (TTGP), LTD. and other Sequoia Capital-affiliated entities reported changes in beneficial ownership of Ethos Technologies Inc. securities on January 30, 2026, following the Issuer's IPO.
• A total of 12,000,124 shares of various Series A-2, A, B, C, and D Preferred Stock automatically converted into Class A Common Stock upon the IPO closing.
• Immediately following this conversion, 11,900,124 shares of Class A Common Stock were exchanged at a 1:1 ratio for Class B Common Stock.
• The transactions involved no cash price ($0), indicating mechanical conversions and exchanges rather than market purchases or sales.
• The reporting persons, including SC US (TTGP), LTD., are directors and 10% owners of Ethos Technologies Inc.
• Sequoia Capital entities disclaim beneficial ownership of the reported shares except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, procedural filing reflecting the mechanical conversion of preferred shares to common stock post-IPO, with no direct positive or negative operational implications for the company.

Positives

• The conversion of preferred stock to common stock indicates a successful IPO for Ethos Technologies Inc., allowing early investors to realize liquidity or hold publicly traded shares.
• The acquisition of Class B Common Stock by Sequoia Capital funds suggests continued long-term interest and alignment with the company's future, as Class B shares often carry enhanced voting rights or other benefits for founders/early investors.

Negatives

• No direct negatives are apparent from this routine conversion and exchange filing.

Risks

• The filing itself does not explicitly state risks, but the existence of Class B Common Stock implies a dual-class share structure, which can concentrate voting power and potentially limit the influence of public Class A shareholders.

Future Outlook

The filing indicates that Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock, providing flexibility for the reporting entities in their future holdings.

Management Comments

• SC US (TTGP), Ltd. disclaims beneficial ownership of the shares held by GFVIII and the XV Funds, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
• Each of SC US SSF 2013 (TTGP), L.L.C., SC U.S. Scout Seed Fund 2013 Management, L.P., Sequoia Capital U.S. Scout Seed Fund 2013, L.P., and Sequoia Capital U.S. Scout Fund IV, L.L.C. disclaims beneficial ownership of the securities held by the Scout Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Industry Context

StockSavvy.ai notes that this Form 4 filing is a standard procedural report following a company's Initial Public Offering (IPO), reflecting the conversion of venture capital investments (preferred stock) into publicly tradable common stock. The immediate exchange for Class B shares is common for companies adopting a dual-class share structure, often seen in tech and growth companies to allow founders and early investors to retain control post-IPO.

Comparison to Industry Standards

• The conversion of preferred stock to common stock upon an IPO is a standard mechanism for venture capital investors to transition their holdings into a liquid, publicly traded form, similar to what was seen with Facebook (Meta Platforms) or Google (Alphabet) during their respective IPOs.
• The adoption of a dual-class share structure (Class A and Class B) is a common practice among technology companies, including those backed by venture capital firms like Sequoia, to allow founders and early investors (such as Sequoia Capital) to maintain significant voting control even after going public. Companies like Alphabet (GOOGL), Meta Platforms (META), and Snap Inc. (SNAP) utilize similar structures.
• The disclaimers of beneficial ownership by the general partners, except to the extent of their pecuniary interest, are standard legal provisions in SEC filings for investment funds to clarify the scope of their reporting obligations under Section 16.

Related Party Transactions

• The transactions involve the conversion of preferred stock held by Sequoia Capital-affiliated entities (who are 10% owners and directors) into common stock of Ethos Technologies Inc., followed by an exchange for Class B Common Stock. These are considered related party transactions due to the insider status of the reporting persons.

Stakeholder Impact

• Shareholders: The conversion and exchange establish the initial public holdings of significant early investors, potentially influencing the float and trading dynamics of Class A and Class B shares. The existence of Class B shares may imply differential voting rights, impacting the influence of other Class A shareholders.
• Reporting Entities (Sequoia Capital Funds): Their investment is now in publicly tradable common stock, providing potential liquidity options.

Next Steps

• Class B Common Stock remains convertible at the option of the holder into one share of Class A Common Stock.

Key Dates

Keywords

Ethos Technologies, LIFE, SEC Form 4, Insider Transaction, Beneficial Ownership, Sequoia Capital, Preferred Stock Conversion, Class A Common Stock, Class B Common Stock, IPO, Venture Capital