10. Stock-Based Compensation

The Board of Directors has authorized the 2016 Equity Incentive Plan (the Plan). Under the Plan, the Board of Directors may grant incentive stock awards to employees, and non-statutory stock options to employees, directors and consultants. The Plan provides for the grant of stock options, restricted stock, and other stock-related and performance awards that may be settled in cash, stock, or other property. During 2023, the plan was amended to allow for a maximum of 12,351 shares of unauthorized or unissued common stock to be available.

For all stock options outstanding as of December 31, 2025 and 2024, the exercise price of the stock options equals the fair value of the stock option on the grant date. The stock options and restricted stock units vest over different lengths of time, but generally over four years, and are subject to forfeiture upon termination of employment prior to vesting. The maximum term for stock options issued to employees under the 2016 Plan is ten years (five years for incentive stock options granted to stockholders owning greater than 10% of all classes.), and they expire ten years from the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock awards with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met and record compensation expenses for each vesting tranche for awards subject to graded vesting method.

Ethos Technologies Inc. has granted Participant Restricted Stock Units (RSUs) under the Plan, as per the terms specified in the Notice of Restricted Stock Unit Grant, the Plan, and the Restricted Stock Unit Agreement. The conditions for vesting include a service-based requirement and a liquidity event requirement, both of which must be met or the RSUs will lapse without cost to the Company. Under the service-based requirement, RSUs start vesting from the first year anniversary of the vesting commencement date, provided that the participant’s continuous service status is intact, and if terminated, unvested RSUs are forfeited without cost to the Company. The liquidity event requirement is satisfied on the occurrence of the effective date of a Company registration statement for public sale or immediately prior to the closing of a corporate transaction. Upon vesting, the Company will issue one share of common stock for each vested RSU according to a set schedule. The rights granted to the recipient of a restricted stock unit generally accrue over the vesting period. Participants holding restricted stock units are not entitled to any ordinary cash dividends paid by the Company with respect to such shares. The Company does not expect to pay any dividends in the foreseeable future.

Excess tax benefits reflect the total realized value of the Company’s tax deductions from individual stock option exercise transactions and the vesting of restricted stock awards and restricted stock units in excess of the deferred tax assets that were previously recorded. During the years ended December 31, 2025 and 2024, the Company recognized excess tax benefits from stock-based compensation of $4,816 and nil, respectively, within income tax expense in the consolidated

statements of operations and comprehensive income (loss) and within cash flows from operating activities in the consolidated statements of cash flows.

The Company’s 2016 Equity Incentive Plan (the “2016 Plan”) provides for granting stock options, restricted stock, and other stock-related and performance awards to employees, and non-statutory stock options to employees, directors and consultants.

In connection with the IPO, the Company’s board of directors adopted, and its stockholders approved, the 2026 Incentive Award Plan (the “2026 Plan”), which became effective on the day prior to the effectiveness of the Company’s Registration Statement on Form S-1. Under the 2026 Plan, 18,962 shares of the Company’s common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, and other stock-based awards. Additionally, the Company’s board of directors adopted, and its stockholders approved, the 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which became effective on the day prior to the effectiveness of the Company’s Registration Statement on Form S-1, with an initial reserve of 1,300 shares of the Company’s Class A common stock.

In connection with the effectiveness of the 2026 Plan, the Company’s 2016 Plan terminated, and no further awards will be granted under the 2016 Plan. However, all outstanding awards will continue to be governed by their existing terms.

The Company capitalized stock-based compensation expense as website and software development costs of $305 and $143 for the years ended December 31, 2025 and 2024, respectively.

Stock Options

The fair value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatility is based on the historical and implied volatilities of the Company’s own common stock. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company did not grant any stock options during the years ended December 31, 2025 and 2024.

Stock option awards as of December 31, 2025 and 2024 and changes during the years ended December 31, 2025 and 2024, were as follows:

 

 

Options

 

 

Weighted-
Average
Exercise
Price

 

 

Aggregate
Intrinsic
Value

 

 

 

Weighted-
Average
Exercise
Term
(Years)

 

 

Outstanding at December 31, 2023

 

 

1,577

 

 

$

3.29

 

 

$

11,284

 

 

 

 

6.38

 

 

Forfeited

 

 

(39

)

 

 

7.15

 

 

NM

 

*

 

NM

 

*

Exercised

 

 

(72

)

 

 

2.88

 

 

 

1,250

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,466

 

 

$

3.21

 

 

$

47,531

 

 

 

 

5.34

 

 

Forfeited

 

 

(13

)

 

 

2.97

 

 

NM

 

 

 

NM

 

 

Exercised

 

 

(317

)

 

 

3.32

 

 

 

10,590

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,136

 

 

$

3.18

 

 

$

20,715

 

 

 

 

4.38

 

 

Vested and expected to vest at December 31, 2025

 

 

1,136

 

 

$

3.18

 

 

$

20,715

 

 

 

 

4.38

 

 

Exercisable at December 31, 2025

 

 

1,136

 

 

$

3.18

 

 

$

20,715

 

 

 

 

4.38

 

 

 

* NM - not meaningful

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have

been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding.

The Company recorded compensation expense for stock options of $1,532 and $3,833 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, all outstanding options were fully vested and there was no unrecognized compensation cost.

On January 29, 2026, 159 fully vested stock options were exercised resulting in issuance of 159 shares of common stock which immediately converted into 159 shares of Class A common stock upon the closing of the IPO. Following the closing of the IPO, there were 977 stock options outstanding.

Restricted Stock Units

Non-vested restricted stock units as of December 31, 2025 and 2024 and changes during the years ended December 31, 2025 and 2024 were as follows:

 

 

Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

Outstanding at December 31, 2023

 

 

4,954

 

 

$

10.64

 

Granted

 

 

1,047

 

 

 

23.75

 

Forfeited

 

 

(491

)

 

 

15.19

 

Vested

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

5,510

 

 

$

12.73

 

Granted

 

 

5,403

 

 

 

38.92

 

Forfeited

 

 

(194

)

 

 

24.30

 

Vested

 

 

(268

)

 

 

10.76

 

Outstanding at December 31, 2025

 

 

10,451

 

 

$

26.10

 

 

There was no compensation expense related to restricted stock units for the year ended December 31, 2024 due to the related performance triggers not having been met. In February 2025, the performance triggers were lifted for 268 RSUs, the awards were vested and $7,964 was recognized as compensation expense. For the remaining restricted stock units, had the performance triggers been met, compensation expense related to restricted stock units would have been $175,782 for the year ended December 31, 2025, with $90,794 of total unrecognized compensation cost to be recognized over a weighted-average period of 1.92 years. The weighted-average grant date fair value of restricted stock granted during the year ended December 31, 2025 was $38.92, which was determined based on the Company’s stock price at the grant date and assuming no expected dividend payments during the vesting period.

On January 29, 2026, 5,675 restricted stock units meeting both service and performance triggers became vested and released, resulting in the recognition of $181.7 million in compensation cost and net issuance of 3,092 shares of common stock after considering the withholding tax impact, which subsequently converted into 1,980 and 1,112 shares of Class A and Class B common stock, respectively, upon the closing of the IPO. Following the closing of the IPO, 4,804 RSUs remained outstanding including 28 RSUs newly granted in January 2026.

Common Stock Warrants

April 2024 Warrant

In April 2024, the Company issued warrants to a third party to purchase an aggregate of up to 385 shares of common stock at an exercise price of $10.15 per share (“April 2024 Warrant”). The April 2024 Warrant expires in 2027, and 21 warrants vested during the year ended December 31, 2025. The remainder of the shares underlying the April 2024 Warrant may vest and become exercisable over the contractual term, contingent upon the achievement of certain performance conditions. For the year ended December 31, 2025 and 2024, the Company recognized $54 and $200, respectively, related to the issuance of the April 2024 Warrant. The April 2024 warrant remained outstanding following the closing of the IPO and will convert to Class A common stock upon exercise of this warrant.

January 2025 Warrant

In January 2025, the Company issued fully vested warrants to a third party to purchase an aggregate of up to 32 shares of common stock at an exercise price of $0.07 per share (“January 2025 Warrant”). The January 2025 Warrant expires in 2030. In October 2025, all the 32 warrants were exercised and issued as outstanding common stock.

For the year ended December 31, 2025, the Company recognized $1,292, related to the issuance of the January 2025 Warrant.

April 2025 Warrant

In April 2025, the Company issued warrants to a third party to purchase an aggregate of up to 77 shares of common stock at an exercise price of $40.32 per share (“April 2025 Warrant”). The April 2025 Warrant expires in 2027, and 4 warrants vested during the year ended December 31, 2025. The remainder of the shares underlying the April 2025 Warrant may vest and become exercisable over the contractual term, contingent upon the achievement of certain performance conditions. For the year ended December 31, 2025, the Company recognized $46, related to the issuance of the April 2025 Warrant. The April 2025 warrant remained outstanding following the closing of the IPO and will convert to Class A common stock upon exercise of this warrant.

The grant date fair value of the April 2024 Warrant, January 2025 Warrant, and April 2025 Warrant were determined using the Black-Scholes option pricing model using the following assumptions:

 

 

April 2024
Warrant

 

 

January 2025
Warrant

 

 

April 2025
Warrant

 

Expected volatility

 

 

68.0

%

 

 

63.6

%

 

 

64.2

%

Expected risk-free interest rate

 

 

4.8

%

 

 

4.3

%

 

 

3.7

%

Expected term (in years)

 

 

2.69

 

 

 

2.50

 

 

 

1.73

 

Expected dividend yield

 

N/A

 

 

N/A

 

 

N/A

 

Fair value

 

$

12.65

 

 

$

40.25

 

 

$

14.14

 

 

Secondary Sale of Stock

In February 2025, the Company completed a secondary sale of 496 shares of common stock from employees to new investors. The secondary sale price was based on an independent appraisal of the Company’s fair market value.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.