As filed with the Securities and Exchange Commission on February 11, 2026

Registration No. 333-292822

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Clear Street Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		6211		86-2376416
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

150 Greenwich Street, 45th Floor

New York, NY 10007

Telephone: (646) 845-0036

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Edward T. Tilly

Chief Executive Officer

Clear Street Group Inc.

150 Greenwich Street, 45th Floor

New York, NY 10007

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

Richard D. Truesdell, Jr. Hillary A. Coleman Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000		Kenneth A. Sicklick Chief Legal Officer Clear Street Group Inc. 150 Greenwich Street, 45th Floor New York, NY 10007 (646) 845-0036		Daniel I. Goldberg Eric Blanchard Richard Segal Minkyu Park Cooley LLP 55 Hudson Yards New York, NY 10001 (212) 479-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐    

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐    

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

TABLE OF CONTENTS

 

 

 

		Page
Prospectus Summary			1
The Offering			12
Summary Consolidated and Other Financial Data			19
Risk Factors			25
Special Note Regarding Forward-Looking Statements			87
Use of Proceeds			89
Dividend Policy			90
Capitalization			91
Founder’s Letter			94
Dilution			95
Management’s Discussion and Analysis of Financial Condition and Results of Operations			98
Quantitative and Qualitative Disclosures About Market Risk			130
Business			133
Management			163
Executive and Director Compensation			169
Principal Stockholders			181
Certain Relationships and Related Party Transactions			184
Description of Capital Stock			190
Shares Eligible for Future Sale			197
Material U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders			201
Underwriting (Conflicts of Interest)			205
Legal Matters			221
Experts			222
Where You Can Find More Information			224
Index to Consolidated Financial Statements			F-1

 

 

Through and including    , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock.

 

 

For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

 

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Basis of Presentation

As used in this prospectus, unless the context otherwise requires. “Company,” “we,” “us,” “our,” “Clear Street,” the “Issuer,” the “Registrant,” and similar references refer to Clear Street Group Inc., the issuer of the Class A common stock offered hereby, and its consolidated subsidiaries.

Market, Industry, and Other Data

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our clients, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the market and industry data included in this prospectus is reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”); however, management evaluates our results of operations using, among other measures, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income (loss), which are non-GAAP financial measures.

We present Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income (loss) because we view them as important supplemental measures of operating performance and we believe they are useful to securities analysts, investors, and other interested parties in evaluating our results. Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income (loss) allow for an assessment of ongoing platform performance without the effect of (cash and non-cash) charges that do not relate to the core operations of our business.

These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently than we do or may not calculate them at all. Additionally, these non-GAAP financial measures are not measurements of financial performance under GAAP. In order to facilitate a

 

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clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included elsewhere in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Metrics” for more information regarding our use of non-GAAP financial measures.

 

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the events described in the following risk factors occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

If we are unable to manage our growth effectively, our business may suffer.

We have experienced significant growth in recent years. Our net revenues were $783.7 million and $301.8 million for the nine months ended September 30, 2025 and 2024, respectively, representing a year over year increase of 160%, and $463.6 million and $195.8 million for the years ended December 31, 2024 and 2023, respectively, representing a year over year increase of 137%. However, we cannot assure you that our operations and business will continue to grow at a similar rate, if at all, and investors should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Even if our revenue continues to increase, our revenue growth rate may decline in the future as a result of a variety of factors, including the maturation of our business, slowing demand for our platform, our failure to continue to capitalize on growth opportunities, including as a result of our inability to scale to meet such growth, regulatory issues, including increasing regulatory costs, increasing capital requirements imposed by federal, state and international regulators and self-regulatory organizations (“SROs”), cash deposit and collateral requirements under the rules of the Depository Trust and Clearing Corporation (“DTCC”), the National Securities Clearing Corporation (“NSCC”) and the Options Clearing Corporation (“OCC”), economic conditions that reduce financial activity and increased competition.

To effectively manage the expected growth of our operations, we will need to continue to improve our operational, compliance, financial and management processes and systems, as well as adjust our strategy to meet changing market dynamics. Our growth strategy contemplates significant expenditures to increase client acquisition, invest in client service, develop our technological systems, launch new applications, broaden asset classes and financial instruments on our platform, and expand into new countries and markets organically and through strategic acquisitions, and we cannot guarantee that we will be successful in these efforts. Specifically, we intend to offer our clients the ability to invest and trade in digital assets, including stablecoins, and prediction markets, which will make us subject to additional regulations and could be time-consuming and costly to incorporate into our existing platform and, if trading does not grow as we expect, our business, financial condition, results of operations and prospects could be adversely affected. Execution of our growth strategies entails significant risks and may be impacted by factors outside of our control, including competition, general economic, political and market conditions and industry, legal and regulatory changes. In addition, the rapid growth and expansion of our business places a significant strain on our management, operational, including risk management and compliance, engineering, and financial resources. Failure to manage our growth effectively could result in our costs increasing at a faster rate than our revenues and distracting management from our core business and operations. For example, we may incur substantial development, sales and marketing expenses and expend significant management effort to create and update applications on our platform, and the period before such applications are successfully developed, introduced and adopted, if ever, may extend over many

 

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months or years. Even after we have incurred these costs, such applications may not achieve market acceptance or may otherwise have a limited impact, if any, on our business.

In addition, our business is highly dependent on our technology stack, and we also rely on certain third-party service providers and computer systems. Any failure to maintain or upgrade our technology or network infrastructure effectively as necessary to support our growth, particularly as our client base grows, our geographic presence expands and we experience any corresponding surges in trading volume could adversely affect our business, financial condition, results of operations and prospects. Any interruption in the third-party services or deterioration in the quality of such services or their performance, could result in unanticipated system disruptions, platform outages or other performance problems, which may result in degraded service, partial or full service outages on our platforms, costly litigation, regulatory inquiries, examinations and investigations, client dissatisfaction, arbitration and complaints and reputational harm and may have an adverse effect on our ability to grow our business. Further, any growth must be accomplished in a manner that is consistent with regulatory requirements that apply to our business. If we do not adapt to meet these evolving challenges and requirements, or if our management team does not effectively scale our business, we may experience erosion to our brand, the quality of our applications and value-added services may suffer, and we may face regulatory investigations that may result in adverse enforcement actions, fines, censures, other regulatory restrictions on growth or expansion, or failure to obtain regulatory approvals required for certain types of business or for geographic or personnel expansion. We may also experience difficulty in providing adequate client services to our growing client base. Failure to improve maintain or increase client support now or in the future may inhibit our growth. The occurrence of any of these events could have an adverse effect on our business, financial condition, results of operations and prospects.

We have experienced losses in the past, and we may be unable to sustain profitability or generate profitable growth in the future.

Although we generated net income in prior periods, including net income of $157.2 million for the nine months ended September 30, 2025, $48.7 million for the nine months ended September 30, 2024, and $89.1 million for the year ended December 31, 2024, we have experienced net losses in prior periods, including a net loss of $17.8 million for the year ended December 31, 2023. We may not maintain profitability in the future. We will need to sustain or increase revenue while managing our costs to sustain profitability or generate profitable growth in the future.

Our efforts to maintain and increase our profitability may not succeed as we continue to invest in the growth of our business due to increasing operating expenses, including due to increasing our sales and marketing efforts, continuing investments in research and development, further developments to our technological systems and applications, broadening into improving and expanding our client support functions, broadening asset classes and financial instruments on our platform and expanding into new geographies. In addition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. Further, our revenue growth may slow or our revenue may decline for a number of reasons, including those described in these “Risk Factors.”

In addition, upon completion of this offering, we expect to recognize share-based compensation expense of approximately $173.1 million for stock options and RSUs for which the service-based vesting condition was satisfied or partially satisfied as of the expected date of this offering as set forth on the cover page of this prospectus and for which we expect the liquidity-based vesting condition to be satisfied within 180 days of the date of this prospectus. Following this offering, our future cost of revenue and operating expenses, particularly during the quarter in which this offering is completed, will include a substantial amount of share-based compensation expense with respect to these stock options and RSUs, as well as any other equity awards we have granted and may grant in the future, which will have an adverse impact on our ability to maintain profitability.

 

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We have a limited operating history, which makes it difficult to evaluate our business, future expenses and prospects.

We began our operations in 2019 and, in the period since then, we have continued to design and develop our platform, introducing new asset classes and financial instruments, features and applications. As a result, our business model has not been fully proven and we have limited financial data that can be used to evaluate our current business and prospects, which subjects us to a number of uncertainties, including our ability to plan for, model and manage future growth and risks. We face numerous challenges to our success, including our ability to:

 

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accurately forecast our key performance metrics, revenue or volume, and to plan our operating expenses;

 

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successfully attract new clients;

 

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successfully build our brand and protect our reputation from negative publicity;

 

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increase the effectiveness of our marketing strategies;

 

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add additional asset classes and financial instruments to our platform;

 

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successfully adjust our proprietary technology, applications, and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the markets in which we operate;

 

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successfully introduce new applications and services;

 

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adapt to rapidly evolving trends in the way our clients and our network of partners interact with technology;

 

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comply with and successfully adapt to complex and evolving regulatory environments;

 

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avoid interruptions or disruptions in our platform;

 

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effectively secure and maintain the confidentiality of the information received, accessed, stored, provided, used, and otherwise processed across our systems and our third-party vendors;

 

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successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes;

 

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attract, integrate, and retain qualified employees; and

 

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effectively manage growth in our personnel and operations.

Our historical revenue, revenue growth and key performance metrics should not be considered indicative of our future performance.

Our operating results have fluctuated and will continue to fluctuate from period to period, including due to market conditions.

Our business is impacted by conditions of the various markets in which our platform is offered (such as equities, options and derivatives markets) and our operating results and key performance metrics have fluctuated in the past and can be expected to continue to fluctuate significantly from period to period. See also “—Our business may be harmed by events beyond our control, including overall slowdowns in securities trading and market fluctuations, which could have an adverse impact on our business.”

Any prolonged period of market weakness and low trading volumes could adversely impact parts of our business, as there is a correlation between the volume of our clients’ trading activity and our

 

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results of operations. Investment strategies, asset classes, and financial instruments could come in and out of favor for reasons outside of our control, which could lead to unpredictable market activities. A downturn in trading activity in certain asset classes or financial instruments on which our clients depend, such as equities, options, and leveraged exchange-traded funds (“ETFs”), among others, would have an adverse impact on our revenues and overall financial condition of our business. In addition, a significant portion of our revenues is generated from financing activities, including margin lending, securities lending and related funding transactions. Significant market movements in either direction can impact our client’s ability to meet their margin requirements, which could lead to reduced client activity and expose us to potential losses where the collateral is not sufficient to meet the client’s obligations. As a result of the foregoing, period to period comparisons of our performance may not be meaningful, and historical results should not be relied upon as indicators of future outcomes and any future changes in market volatility and investor appetite could have an adverse effect on our business, financial condition, cash flows and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on our net revenues.

We depend on a limited number of clients for a significant portion of our revenues.

Our ten largest clients as of September 30, 2025 and September 30, 2024 accounted for approximately 53.7% and 39.2%, respectively, of our net revenues for the nine months then ended. Our largest client, an Institution, accounted for approximately 14.3% and 21.9% for the nine months ended September 30, 2025 and September 30, 2024, respectively, of our net revenues. Our ten largest clients as of December 31, 2024 and December 31, 2023 accounted for approximately 39.6% and 15.0%, respectively, of our net revenues for the years then ended. Our largest client, an Institution, accounted for approximately 22.9% and 2.4% for the years ended December 31, 2024 and December 31, 2023, respectively, of our net revenues. We believe our revenue for the foreseeable future will continue to depend on these large clients. In the future, these clients may decide not to utilize our platform or services at all or utilize our platform or services to a lesser extent than in past years. The loss of any of these clients, or their election to utilize our platform to a lesser extent, could cause our revenues to decline significantly. To attract new clients or retain existing clients, we may offer these clients favorable terms, including pricing reductions or financial incentives, any of which could impair our operating results. We cannot guarantee that any of our largest clients will continue to use our applications or services in the future. The loss of any large clients would have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to risks, including potential losses, as a result of our clearing activities, particularly during periods of market volatility.

In providing clearing services to certain of our brokerage clients, we are ultimately responsible for their financial performance in connection with various stock, options and futures transactions. Where a client enters into a transaction that is cleared by us, we will post margin with a central clearing party (a “clearing house”) to cover the clearing house’s margin requirements in connection with the client’s open positions. We will issue a margin call to the client for the payment of the margin due to us when the client’s margin is below our house or regulatory determined threshold. If adequate collateral cannot be collected from a client through the life of its trades or if the client fails to pay any cash settlement amount due to us on termination or expiry of the transaction, we remain financially liable for such obligations. Although these obligations are collateralized, we are subject to the market risk that the liquidation of the client’s collateral is not sufficient to satisfy those obligations. There can be no assurance that our risk management procedures will be adequate. Any liability arising from clearing operations could have an adverse effect on our business, financial condition, results of operations and prospects.

In addition, we are dependent on clearing houses to clear certain of our trading activity. There can be no assurance that a clearing house’s risk management methodology will be adequate to

 

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manage one or more defaults, and any failure by a clearing house to manage a default properly could lead to a systemic market failure.

We have in the past experienced, and may experience in the future, heightened credit and clearing house risk during periods of significant market volatility. Clearing house margin requirements are generally tied to the size and volume of transactions submitted for clearing. As our business has expanded, we have experienced sizeable increases in these requirements. In periods of market stress, counterparties and clearing houses may demand increased collateral, delay settlement or otherwise adjust their risk management practices in ways that could adversely impact our liquidity, capital resources and ability to transact. In addition, our clients’ trading activity, especially high levels of trading in volatile securities, can cause unexpected spikes in our deposit requirements, which, in extreme cases, may exceed our excess net capital, resulting in premium charges from the NSCC. In addition, our clients may face liquidity issues due to increased margin calls, which may, in turn, lead to an increase in late or failed margin payments to us by clients. While to date we have managed through such circumstances, there can be no assurance that future periods of market volatility will not result in more severe disruptions or losses. If our clients or other trading counterparties do not meet their obligations to us, or if any clearing houses fail to manage defaults by market participants properly, there could be an adverse effect on our business, financial condition, results of operations and prospects.

Further, clearing houses require member firms to deposit cash and/or approved government securities to a clearing fund. If a clearing member defaults in its obligations to the clearing house in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from remaining clearing members. These clearing houses have the authority to assess their members for additional funds if the default fund is depleted. Thus, a large clearing member default could result in substantial costs to us if the clearing house used our margin or clearing fund deposits, and/or if we were required to pay any such assessments. In addition to failures to meet margin or default funds requirements established by these clearing houses, errors in performing settlement functions, including clerical, technological and other operational errors related to the handling of funds and securities and failure to properly monitor our clients, could lead to suspension of clearing privileges, censures, fines, or other sanctions imposed by applicable regulatory authorities, as well as losses, liability and reputational harm as a result of related lawsuits and proceedings brought by transaction counterparties and others. Any such suspension of clearing services, sanctions or liability arising from our clearing operations could have an adverse effect on our business, financial condition, results of operations and prospects.

While our clearing platform, operational processes, risk methodologies, infrastructure and current and future financing arrangements have been carefully designed, we may nevertheless encounter difficulties that may lead to operating inefficiencies, including delays in implementation, disruption in the infrastructure that supports the business, inadequate liquidity and financial loss, which could negatively impact our ability to effect transactions and manage our exposure to risk.

Our risk management processes and procedures as a regulated financial services company may not be effective, including due to abrupt and erratic market movements, which may cause us to be unable to execute or adjust our risk management practices in a timely manner, which could result in potential losses, client dissatisfaction, regulatory investigations, and litigation.

Our risk management processes and procedures are vital to the mitigation of financial, settlement, interest rate, liquidity, cybersecurity, trading, funding, credit and other risks. While we have invested significant resources in developing policies, processes, procedures and controls intended to reduce risk, there can be no assurance that these measures will be effective in mitigating our risk exposures in all market environments or against all types of risks, including risks that are unidentified

 

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or unanticipated. Our framework relies on technical systems and human oversight, both subject to errors and limitations, and incorporates discretionary strategies based on historical data and industry practices, which may not account for extreme or unprecedented market events. Reassessments of our policies may reveal gaps requiring additional resources and management attention. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. In addition, our risk management policies and procedures may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing software or hardware failures. Furthermore, technical errors or adjustments to increase risk tolerance could expose us to greater losses.

Additionally, periods of erratic or unexpected market movements can cause significant market volatility, which we may not have foreseen, and which could prove our policies to be insufficient or fail. Sudden movements in the various markets in which we offer our services may also result in us being unable to execute or adjust our risk management practices in a timely manner or implementing measures such as restrictions on trading, which could result in potential losses, client dissatisfaction, regulatory investigations and litigation. Our market risk analysis is based on, among other things, regular scenario-based stress tests, position-level surveillance, automated margin and value at risk analysis and may not be able to fully anticipate extreme market conditions or “black swan events.” Recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or “short squeezes,” or strong and atypical investor interest in the markets may significantly adversely affect our business. Further, when conducting trading activities as a principal we hold positions that are at risk of significant price fluctuations, rapid changes in the liquidity of markets, deterioration in the creditworthiness of our counterparties and other risks that may cause the value of our positions to decline, which would lead to greater losses.

We are subject to risk of defaults by parties with whom we do business.

We, our clients, and other counterparties are exposed to credit risk in the event of sudden market movements. By permitting clients to purchase securities on margin, we are subject to risks inherent in extending credit. If securities prices decline rapidly and/or drastically, the value of collateral may fall below the indebtedness it secures. Conversely, in rapidly and/or drastically appreciating markets, our credit risk may increase as we are required to post additional cash to finance stock borrowings to support client short positions and may be unable to recoup the funds from our clients depending on the nature of their positions. In securities transactions, we are also subject to credit risk during the period between the trade initiation and its settlement by the client. Our financing, securities lending, and trading activities expose us to credit risk if a counterparty fails to perform or if the collateral supporting its obligations proves insufficient to cover potential losses as we remain financially liable for a counterparty’s obligations.

Any inability to execute trades or liquidate our clients’ positions could lead to client dissatisfaction and adversely affect our business.

We are highly susceptible to client disgruntlement and dissatisfaction and to loss of clients if clients are unable to execute trades as desired. Any inability to execute trades or any liquidation of our clients’ positions, whether due to events within or outside of our control, could lead to client dissatisfaction, which would in turn increase our risk of client complaints, litigation and regulatory scrutiny, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Provisions typically included in our client agreements that attempt to limit our exposure to claims may not be enforceable or adequate to protect us from liability with respect to any particular claim. Even if not successful, a claim brought against us by any of our clients, and any related regulatory

 

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engagement or review, would likely be time-consuming, costly to manage and defend, divert the attention of management and could seriously damage our reputation and brand.

Our involvement in securities, futures, security-based swaps, options and other derivatives markets subjects us to the risks inherent in conducting business in those markets.

Our participation in securities, futures, security-based swaps, options and other derivatives markets exposes us to the risks inherent in conducting business in highly regulated and often volatile and levered markets. We act as a clearing member for securities, options and futures on behalf of our clients and their respective clients, engage in security-based swap transactions as principal with clients and trade securities, options and futures on a proprietary basis using our own capital as risk mitigation tools in order to hedge certain of our clients’ transactions and in our role as a market marker. These activities often involve leverage, which amplifies both potential gains and potential losses for our clients. The heightened leverage associated with these instruments increases the likelihood that clients may incur substantial trading losses. In turn, such losses may impair a client’s ability to satisfy its obligations to us. A client default of this nature could expose us to financial losses, increase our capital requirements and adversely impact our liquidity. A particular risk arises in the options and derivatives markets when clients maintain positions that are sensitive to sharp increases in market volatility, especially when such positions are held overnight and are susceptible to price changes before they are able to liquidate their positions. For example, a significant market event occurring outside of trading hours could cause volatility levels to escalate abruptly, resulting in substantially higher margin requirements when markets reopen. If a client is unable to meet these increased obligations due to illiquidity or default, we may be required to fund the shortfall on behalf of the client and incur losses. The chance of subsequently recouping those losses from clients is subject to a variety of factors and may never occur. In addition, such events could subject us to heightened regulatory scrutiny, reputational harm and reduced client confidence in us, our platform and our services. Any of these outcomes could adversely affect our business, financial condition, results of operations and prospects.

A failure in the operational systems of third-parties or any failure of third parties in performing the services they provide for us or maintaining their systems adequately, or any interruption, delay or cessation of these services, could have an adverse effect on our business, financial condition, results of operations and prospects.

We rely on various third parties, including exchanges, clearing houses and other financial intermediaries, to facilitate our business. Any operational failure, termination, capacity constraints or other disruptions of these third parties could adversely affect our business operations. In recent years, there has been significant consolidation of financial intermediaries, and an increasing number of derivative transactions are cleared on exchanges, which has increased our exposure to operational failure, termination, capacity constraints or other disruptions of the particular financial intermediaries that we use and could affect our ability to find adequate and cost-effective alternatives in the event of any such failure, termination, constraint or other disruptions. Any such failure, termination, or other constraints could adversely affect our ability to effect transactions, service our clients and manage our exposure to risk, which could significantly disrupt our business.

In addition, we rely on various third-party providers for portions of our platforms, including financial market data, cost basis and tax reporting, order management, order routing and trade processing, regulatory reporting and securities lending, among other functions. Specifically, we rely heavily on AWS to deliver our platform to our clients. See “—We rely on third-party cloud infrastructure services providers, such as AWS, to deliver our platform to our clients, and any disruption of, or interference with, our use of these providers could adversely affect our business, financial condition and results of operations.” In addition, we rely on third-party systems for email, security and authentication and data and analytics for our business. Any shut down, unavailability or breach of

 

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those third-party systems could result in a significant disruption of our business and our results of operations could be negatively impacted. Further, we have contracted with a number of major financial market data providers for our pre- and post-trade checks and risk controls, which is fundamental to our ability to provide accurate and reliable trade processing on behalf of our clients. Any failure of such financial market data providers to update or deliver the data in a timely and accurate manner could lead to potential losses for us or for our clients, which would in turn affect our business operations and reputation.

We do not control these third-parties or their employees and contractors, and their inability to meet our business needs could have an adverse effect on our business, financial condition, results of operations and prospects. These third-party service providers face technical, operational, and security risks of their own, including financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics, and other events beyond our or their control. We also cannot control the costs of these third parties and are susceptible to the risk that they greatly increase our costs or that we will be unable to find a replacement in a timely manner or on a cost-efficient basis. Our platform and software applications may contain defects or errors, especially when first introduced or when new versions or enhancements are released. Further, any interruption in service of our third-party providers could adversely impact our ability to conduct our business. The inability of third parties to supply us with software or systems and facilitate our integration of new software and system updates on a reliable, timely basis or to allocate sufficient capacity to meet our trading and new account volume requirements could harm relationships with our clients and our ability to achieve our target growth levels.

Furthermore, in the event that any of the agreements with the third-party service providers we rely on are terminated, there are eliminations of the services or features that we utilize, or there is damage to any such facilities, we would experience interruptions in access to our platform as well as significant delays and additional expense in arranging for or creating new facilities or re-architecting our platform for deployment on a different cloud infrastructure service provider, which would adversely affect our business, financial condition and results of operations. In addition, such contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy, data protection and cybersecurity obligations.

We rely on third-party cloud infrastructure services providers, such as AWS, to deliver our platform to our clients, and any disruption of, or interference with, our use of these providers could adversely affect our business, financial condition and results of operations.

We rely on third-party cloud infrastructure services providers, in particular AWS, to deliver our platform to our clients. We outsource substantially all of the infrastructure relating to our cloud-native platform to AWS. For our platform to operate effectively, our clients need to be able to access our platform at any time, without substantial interruption or degradation of performance. Although we have disaster recovery plans, any incident affecting the AWS infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, power loss, telecommunications failures, cyber-attacks, terrorist or other attacks, and other similar events beyond our control, could adversely affect our cloud-native platform. Additionally, AWS may experience threats or attacks from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking, each of which have become more prevalent in our industry, particularly against cloud-native services and vendors of security solutions. Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or

 

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misuse of, disclosure of, modification of, destruction of, or loss of our data or clients’ data or disrupt our ability to provide our platform or service. Any of the aforementioned incidents could lead to outages of such third-party cloud infrastructure providers’ services, including AWS. Such outages have in the past caused, and may in the future cause, interruptions in access to our platform. For example, in October 2025, AWS experienced a widespread outage which affected their customers’ services, including ours, for several hours. Although access to our platform was not interrupted severely or for a substantial amount of time, any prolonged service disruption affecting our platform for any of the foregoing reasons would adversely impact our ability to serve our marketplace and could damage our reputation with current and potential clients, including the loss of clients, expose us to liability, result in substantial costs for remediation, or otherwise harm our business, financial condition or results of operations. In addition, we may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

Furthermore, our relationship with AWS is governed by their standard customer agreement (the “AWS Agreement”). The AWS Agreement will remain in effect until terminated by either party in accordance with the agreement. AWS can change or discontinue services provided under the AWS Agreement from time to time, provided that they provide twelve months’ prior notice if such changes are material (except in certain situations, for example, if such notice period would be economically or technically burdensome or cause AWS to violate legal requirements). AWS can also modify the AWS Agreement at any time by posting a revised version of the customer agreement or standard terms of service on their website or by notifying us, provided that they provide at least 90 days’ advance notice of any adverse changes. In the event that the AWS Agreement is terminated, there is an elimination of the AWS services or features that we utilize, or there is damage to any such facilities, we would experience interruptions in access to our platform as well as significant delays and additional expense in arranging for or creating new facilities or re-architecting our platform for deployment on a different cloud infrastructure service provider, which would adversely affect our business, financial condition and results of operations.

We require financial liquidity to facilitate our day-to-day operations. Lack of sufficient liquidity could adversely impact our operations and limit our future growth potential.

We require substantial financial liquidity to facilitate our operations. Our business involves the establishment and carrying of substantial open positions for our clients on securities exchanges. We must post and maintain margin or credit support for these positions. Significant adverse price movements can occur that require us to post margin or other deposits on short notice, whether or not we are able to collect additional margin or credit support from our clients. From time to time, we access our debt financing arrangements with other financial institutions to fund margin calls and other operating activities. As a result, our business relies heavily on our relationship with our lenders, and if we are unable to maintain relationships with such parties and enter into new arrangements, we may be unable to execute our clients’ trades or enter into hedge trades, and our business and financial performance could be negatively affected, and we may encounter a reduction in client confidence. Any limitations on these sources of liquidity may limit our future growth potential. Our failure to fund margin calls and other operating activities, or a general lack of sufficient liquidity, may prohibit us from developing, enhancing and growing our business, taking advantage of future opportunities and responding to competitive pressure, any of which may adversely affect our business, financial condition, results of operations and prospects. As of September 30, 2025, we had $770.0 million available for borrowing under our credit facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on our outstanding credit facilities.

There can be no assurance that our lenders will actually lend funds to us when needed. Additionally, consistent with industry practice, all of our existing facilities require periodic renewal. If any of our borrowing facilities is terminated or is not renewed, we may be unable to find replacement

 

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financing on favorable terms, or at all, and we might not be able to grow our business or have sufficient liquidity to settle transactions and operate our businesses, which would have an adverse effect on our business, financial condition, results of operations and prospects. In addition, the agreements governing our existing indebtedness contain, and the agreements governing any future debt financings could contain, financial covenants, that may make it difficult to draw down on the facilities if we are not otherwise in compliance with these covenants. Furthermore, a downgrade in our credit rating could affect borrowing rates and increase borrowing costs under our senior unsecured notes outstanding, which could also increase our exposure to credit and counterparty risk.

We could also be adversely affected by the actions and commercial soundness of such financial services institutions. As a result, defaults by, or even negative speculation about, one or more financial services institutions, or the financial services industry in general, have led to market-wide liquidity problems in the past and could lead to losses or defaults by us or by other institutions in the future.

If we fail to provide and monetize new and innovative applications on our platform, asset classes, financial instruments and services that are adopted by clients and maintain our technological differentiation, our business may become less competitive, and our revenue might decline.

Our ability to provide our platform and brokerage, clearing, custody and related services and our success in these areas are largely attributable to our sophisticated proprietary technology. The financial services industry is continually undergoing rapid technological change, with frequent introductions of new technology-driven applications and other value-added services. New services, applications and technologies may render our existing services, applications and technologies less competitive or obsolete. Our future success will depend, in part, on our ability to maintain our technological differentiation, including by introducing new applications, asset classes, financial instruments and catalysts on a timely and cost-effective basis and adapting to technological advancements and changing standards to address the increasingly sophisticated requirements and varied needs of our clients. We cannot assure you that we will be successful in developing, accessing, introducing, integrating or marketing new services, applications, asset classes, financial instruments, such as digital assets, including stablecoins, and prediction markets, on a cost-effective basis or at all, which may cause us to fail to attract and retain clients and expand, or even maintain client engagement, and thereby adversely affect our business, financial condition, results of operations and prospects. Our international expansion efforts may increase these risks as we expect to adapt our platform to reflect local regulatory requirements, client preferences, and other location-specific factors. See “—We currently operate in certain international markets and plan to further expand our international operations, which exposes us to increased business, economic and regulatory risks” for additional information on certain risks related to our international operations. These risks may be heightened as a result of our competitors having substantially greater resources to invest in technological improvements than we do.

To remain technologically competitive and operationally efficient, we have made, and expect to continue to make, significant investments in new technological solutions, substantial core system upgrades and other technology enhancements. Our efforts to innovate have been and might continue to be inhibited or delayed by industry-wide standards, regulatory scrutiny, legal restrictions, incompatible client expectations, demands, and preferences, or third-party intellectual property and other proprietary rights. Many of our services, applications and platform enhancements have a significant ramp-up time, include phased implementation schedules, are tied to critical systems and require substantial internal and external resources for design, implementation, maintenance and service. We may encounter significant adverse developments in the completion and implementation of these initiatives. These may include time delays, cost overruns, loss of key personnel, technological problems, processing failures, distraction of management and other adverse developments. In

 

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addition, new services, applications and platform enhancements may not achieve market acceptance to the level necessary to offset the related costs. Any failure on our part to anticipate or respond adequately to technological advancements, client requirements or changing industry standards, or any delays or interruptions in the development, access, introduction, integration or availability of new services, applications or other platform enhancements could have an adverse effect on our business, financial condition, results of operations and prospects.

Any significant service interruptions could result in loss of clients or funds, regulatory scrutiny, enforcement and fines, a decrease in demand for our platform and adversely affect our business, financial condition, results of operations and prospects.

We rely heavily on technology to conduct our business and allow clients to complete financial transactions on our platform. Our reputation and ability to attract and retain clients, expand client engagement with our platform and grow our business depends, in part, on our ability to operate our platform and services at high levels of reliability, scalability and performance, including the ability to process and monitor a large number of transactions that occur at high volume and frequencies across multiple systems. Events beyond our control, including hurricanes, earthquakes, fires, floods and other natural disasters, public health crises, power outages, telecommunications failures and similar events, terrorism, cyberattacks, insider threats, sabotage, human errors, computer viruses and other malware, and other criminal, tortious or unintentional actions, may damage our ability to maintain our platform and provide services to our clients. Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other unanticipated problems at our leased facilities. Because we rely heavily on our servers, computer and communications systems and the internet to conduct our business, disruptions could harm our ability to run our business effectively. We may be unable to switch instantly or completely to an alternative cloud system or systems in the event of failure to access the cloud services we currently use. This means that an outage could result in the system being impaired or unavailable for a period of time, which may lead to, among other things, the inability of clients to access Clear Street Studio, our client-facing user interface (“Studio”), and their accounts and trades, slower response times, delays in our clients’ trade activities and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of client information, increased demand on limited client support resources, client claims, complaints with regulatory organizations, lawsuits, or enforcement actions.

We may not have sufficient funds to cover our losses that may result from interruptions in service as a result of system failures or other disruptions. Comparable natural and other risks may reduce demand for our platform or cause our clients to suffer significant losses and/or incur significant disruption in their respective operations, which may affect their ability to satisfy their obligations towards us. All of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

If we lose access to exchanges or clearing houses, or otherwise lose access to other market infrastructure arrangements, our ability to undertake some or all of our trading and clearing services would be affected.

As of September 30, 2025, we were members of 52 exchanges and clearing houses including the New York Stock Exchange (“NYSE”), the Nasdaq Stock Market LLC (“Nasdaq Stock Market”), the Chicago Mercantile Exchange (“CME”), the DTCC, NSCC, Fixed Income Clearing Corporation (“FICC”), OCC, Eurex, the London Metal Exchange, the Intercontinental Exchange and significant alternative trading system (“ATS”) venues such as IntelligentCross, Level, Blue Ocean, Moon OTC, and Bruce. Our memberships with exchanges allows us to generate revenue through commissions earned on executing and clearing trades. In order to maintain these memberships, we are required to

 

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comply with the rules of the exchanges and trading systems. We have in the past been, and may in the future be, subject to inquiries or actions by exchanges and trading systems for non-compliance with applicable rules. If we fail to comply with such rules or default on our membership obligations (for example, by failing to pay required margin), we may be exposed to potential action from such exchanges and trading systems including warnings, monetary penalties, suspension or cancellation of membership. If we lose some or all of our memberships, or if any of the relevant exchanges and trading systems cease their operations, we will lose access to these revenue streams. We would be required to enter into contractual arrangements with counterparties who do have access, which could be time-consuming and costly. In addition, if any exchange or trading system implements structural changes, such as adverse fee structures or higher margin requirements, our business could be negatively impacted. If the exchanges or trading systems relax membership requirements, our clients may decide to become members, and the demand for our platform and services may decline as a result.

In addition, we use various clearing houses and settlement systems across our businesses. Loss of access to, or restrictions on our use of, these services due to non-compliance with membership or participants’ requirements, regulatory changes, credit or reputational issues or for other reasons could impact our ability to carry out our activities. If exchanges, clearing houses or other relevant counterparties fail to perform their obligations, or they take certain actions in response to, for example, market volatility, we and our clients may experience financial losses and margin calls and our business, financial condition, results of operations and prospects would suffer.

If we fail to retain existing clients or attract new clients, or if our clients decrease their level of engagement with our platform, our business, financial condition, results of operations and prospects may be adversely affected.

Our success depends on our ability to retain existing clients and attract new clients to increase engagement with our platform. To do so, in addition to adding new assets and financial instruments, we must continue to ensure that our platform is secure, reliable and engaging. We must also expand our platform, the applications on our platform and/or the services we offer and may offer competitive prices in an increasingly price-sensitive and competitive market. Any decline in our client base or the growth rate thereof could have a negative impact on our business, financial condition, results of operations and prospects.

Our efforts to attract and retain clients and expand client engagement with our platform might fail due to a number of factors, including clients losing confidence in us or preferring a competitor’s offerings. Additional factors that could impact our ability to retain existing clients, add new clients and expand client engagement include:

 

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client demand shifting to other applications and services, including those that we are unable to offer;

 

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our failure to introduce new and improved applications, asset classes, financial instruments or services that are favorably received;

 

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our failure to support new and in-demand asset classes and financial instruments or if we elect to support certain asset classes and financial instruments with negative reputations;

 

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a decline in our brand and reputation;

 

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ineffective marketing efforts or a reduction in marketing activity;

 

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changes in client sentiment about the quality or usefulness of our platform;

 

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adverse changes in our applications and/or the services we offer that are mandated by legislation, regulatory authorities or litigation;

 

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•

restrictions on our ability to access markets in certain jurisdictions due to legislation, regulatory requirements, or interventions by regulatory authorities;

 

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technical or other problems preventing us from delivering our applications and services with the speed, functionality, security and reliability that our clients expect;

 

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delays in withdrawal from client accounts;

 

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our inability to comply with current and evolving regulatory requirements;

 

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our inability to keep up with technological developments;

 

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cybersecurity incidents, employee or service provider misconduct or other unforeseen activities causing losses to us or our clients, including losses to assets held by us on behalf of our clients;

 

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modifications to our pricing model or modifications by competitors to their pricing models;

 

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our failure to provide adequate client service; or

 

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adverse media reports or other negative publicity relating to our business, competitors or the industry as a whole.

From time to time, certain of these factors have negatively affected, and may continue to negatively affect, client retention, growth and engagement to varying degrees. Any decrease in client retention, growth or engagement could render our applications and the other services we offer less attractive to clients and may have an adverse effect on our revenue, business, financial condition, results of operations and prospects.

Our business may be harmed by events beyond our control, including overall slowdowns in securities trading and market fluctuations, which could have an adverse impact on our business.

Our business and profitability are affected by elements that are beyond our control, such as economic and political conditions, broad trends in business and finance, the availability and cost of capital and credit, inflation, deflation, incidences of client fraud, changes in federal, state and local laws and regulatory oversight, changes in the volume of securities, futures and other derivatives transactions, changes in the markets in which such transactions occur and changes in how such transactions are processed. We are, and may in the future be, subject to heightened risks as a result of fluctuations in the securities, futures and other derivatives markets, including digital asset and prediction markets, and our trading, lending and clearing activities may subject our capital to significant risks. Each of these factors could result in increased costs to operate our business, including costs related to compensation, clearing and technology, which could reduce profitability.

We are exposed to macroeconomic conditions and their effect, in turn, on market conditions. Although our risk management practices and procedures have helped protect us during past periods of unexpected volatility, there can be no assurance that we will be able to fully mitigate losses or other adverse impact during future periods of extreme volatility. Any such events may put significant strain on our platform, decrease revenues, force us to reassess our risk management procedures and lead to client dissatisfaction in our applications and other services we offer.

Our business may also be adversely affected by unstable economic and political conditions outside the United States and geopolitical conflict, among other disruptions to global markets. A weakness in equity markets, such as a slowdown causing a reduction in trading volume in U.S. or foreign securities, futures and derivatives, has historically resulted in reduced transaction revenues. Any future weakness in equity markets could similarly cause a reduction in our transaction revenues,

 

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which would have an adverse effect on our business, financial condition, results of operations and prospects and may impact the amount of margin balances our clients take on, which would in turn reduce our net financing revenues. Some of our clients derive revenue from offering financial products, such as ETFs, to the investing public and any reduction in market conditions and trends could impact the utilization of their products, which in turn would reduce the transaction and net financing revenues we earn from such clients. Other elements beyond our control could impact us and the financial services industry as a whole. All of the above factors may adversely affect our business, financial condition, results of operations and prospects.

We face intense and increasing competition and if we do not compete effectively, our business, financial condition, results of operations and prospects can be expected to be adversely affected.

The industries in which we operate are highly competitive, and we expect competition to further intensify in the future as existing and new competitors introduce new applications or enhance existing applications. We primarily compete with financial technology companies offering a variety of financial services similar to the applications on our platforms. We also compete with brokers and tech-led brokers that provide self-directed, multi-asset investment services and other large, traditional financial institutions, such as banks, wealth management firms and other clearing providers.

Some of our current and potential competitors are substantially larger than us, have longer operating histories, have more established brand recognition, have greater market presence, and have greater financial, technological, marketing and other resources than we do. Further, certain larger and better capitalized competitors, including commercial and investment banking firms, may have access to capital in greater amounts and at lower costs than we do, and thus, may be better able to respond to changes in the industries in which we operate, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally. This may allow them to, among other things, offer more competitive pricing or other terms or features, a broader range of financial or technology products, or a more specialized set of specific products or services.

In addition to competition from established commercial and investment banking firms, we may also face competition from new entrants attempting to capitalize on the same, or similar, opportunities as we do. Our existing or future competitors may develop applications or services that are similar to ours or that achieve greater market acceptance than our applications. They could also begin offering more asset classes and financial instruments on their platforms. All of the foregoing could attract clients away from our platform and services and reduce our market share. Additionally, when new competitors seek to enter the markets in which we operate, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market. This could lead us to reducing our prices in order to compete with these market participants, which may adversely affect our business and results of operations.

We believe that our ability to successfully compete depends upon many factors both within and beyond our control, including:

 

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the ease of use, speed and reliability of our technology;

 

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our marketing and sales efforts;

 

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overall market conditions and trading volume;

 

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changes in global and U.S. economic conditions;

 

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regulatory and policy developments;

 

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the strength of our brand relative to our competitors;

 

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•

our ability to develop and implement new technologies that enhance economies of scale and reduce operating costs;

 

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our ability to recruit and retain highly skilled personnel and senior management;

 

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maintaining our relationships with our counterparties; and

 

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the ease of use, performance, price and reliability of solutions developed either by us or our competitors.

Further, we operate in an industry characterized by rapid technological advances. Our success depends, in large part, on our ability to develop, acquire and introduce new applications or introduce changes to our existing applications and services to meet the evolving needs of our clients in a timely and cost-effective manner. Developing and incorporating new applications and services into our business may require substantial expenditures and take considerable time and ultimately may not be successful. In addition, we operate in markets across the world and are continually expanding into new markets. We may be unable to conduct our operations as planned or compete effectively due to different competitive landscapes in these new areas. Even if we expand our businesses into new jurisdictions or areas, the expansion may not yield the intended profitable results. We expect new services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the applications and services that we currently provide. We cannot predict the effects of new services and technologies on our business.

Our current clients and prospects for future business demand that we act to meet these competitive challenges, and any failure to so act could have a negative effect on our business. There is no guarantee that any actions taken to address competitive challenges will be successful, and such actions could be costly. All of the foregoing factors and events could have an adverse effect on our business, financial condition, results of operations and prospects.

We are directly and indirectly exposed to fluctuations in interest rates, and rapidly changing interest rate environments could reduce our profitability.

We maintain cash balances on behalf of our clients with banks, clearing houses, depositories, brokers and exchanges. We also maintain our own cash balances. We earn interest on these balances and share a percentage of interest we earn on our clients’ cash balances with them. Although our economic model is not directly sensitive to interest rate fluctuations, interest rates do affect the returns we earn on cash balances that we hold, and as such they may influence a portion of our overall revenues. In periods of rising interest rates, we may earn higher returns on cash balances, which can increase our net revenues. Conversely, in periods of declining interest rates or a return to a low-rate environment, the yield on cash balances would decrease, reducing this portion of our revenues. While this interest income is not our primary revenue driver, it may contribute meaningfully in certain market environments, and reductions could negatively impact our results of operations.

Adverse changes in our credit ratings could have a negative impact on our business, financial condition, results of operations and prospects.

Our ability to access capital markets is important to our ability to operate our business. Increased scrutiny of our industry and the impact of regulation, as well as changes in our financial performance and unfavorable conditions in the capital markets generally, could result in credit agencies reexamining and downgrading our credit ratings. A downgrade in our credit ratings may restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs, which could adversely affect our business, financial condition and results of operations. In particular, our borrowings under our senior unsecured notes are subject to an upwards interest rate adjustment in the event of a downgrade in our credit rating below a specified minimum threshold.

 

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We may require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all.

Historically, we have financed our operations primarily through equity issuances, debt financing and cash generated from our operations. To support our growing business and to effectively compete, we must have sufficient capital to continue to make significant investments in our platform and to support our business operations. We may decide to engage in equity, equity-linked or debt financings, and it is possible that we will not be able to secure any such additional financing or refinancing on favorable terms, in a timely manner, or at all. If we issue equity or convertible debt securities, holders of shares of our Class A common stock could suffer significant dilution, and the new shares could have rights, preferences and privileges superior to those of holders of our Class A common stock.

In addition, any incurrence of additional indebtedness would increase the risks created by our level of indebtedness. Our ability to make payments on and to refinance our current indebtedness and any future indebtedness will depend on our ability to generate cash in the future, which is subject to general economic and market conditions, the competitive landscape, changes in the regulatory environment, client behavior, credit and long-term debt ratings and other factors that are beyond our control. In the event of a downgrade of our credit rating, our ability to raise additional financing may be adversely affected and any future debt offerings or credit arrangements we propose to enter into may be on less favorable terms or terms that may not be acceptable to us. In addition, even if debt financing is available, the cost of additional financing may be significantly higher than our current debt. If we incur additional debt, the debt holders will have rights senior to holders of our Class A common stock to make claims on our assets, and the terms of any debt could restrict our operations, including the ability of our operating subsidiaries to pay dividends to us and our ability to pay dividends on our Class A common stock.

Further, the terms of our existing indebtedness involve, and the terms of any future debt financings could involve, restrictive covenants including, among other things, minimum liquidity requirements, restrictions on raising debt in excess of a percentage of our total capitalization, net worth requirements, interest coverage covenants, interest reserve covenants, restrictions on our ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to our stockholders, increase salaries of our employees and executives or enter into related-party transactions while an event of default is continuing and restrictions on our ability to materially change the nature of our business. These agreements also contain financial covenants, including obligations to maintain certain capitalization amounts and other financial ratios. These covenants may make it more difficult for us to obtain additional capital and to pursue future business opportunities. For example, our Credit Agreements (as defined herein) require that we comply with various financial tests and impose certain restrictions on us, including among other things, restrictions on our ability to incur additional indebtedness, create liens on assets, make loans or investments, or return capital to stockholders through share repurchases or paying dividends. Failure to comply with these covenants could have an adverse effect on our business, financial condition, or results of operations. Furthermore, access to capital determines our creditworthiness, which if perceived negatively in the market could impair our ability to provide clearing services and attract new clients.

In addition, we may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital, capital expenditures or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be subject to increased regulatory supervision, and ultimately, receivership or similar proceedings, and we could be forced to take unfavorable actions, including significant business and legal entity restructuring, limited new business investment, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and react to changes in our industry could be impaired. In the event

 

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we default, the lenders who hold our debt could also accelerate amounts due, which could potentially trigger a default or acceleration of the maturity of our other debt. In addition, the level of our indebtedness could put us at a competitive disadvantage compared to our competitors that are less leveraged than us. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. The level of our indebtedness could also impede our ability to withstand downturns in our industry or the economy generally.

We may be unable to return cash to clients in the event of an unknown or unforeseeable market event that results in a significant exodus of client cash balances.

Our clients maintain significant cash balances with us and the SEC and FINRA have stringent rules with respect to the protection of client assets and maintenance of specific levels of net capital by securities broker-dealers. We regularly perform stress tests aimed at confirming that we have sufficient contingency funding to meet our regulatory cash requirements. In addition, we segregate client funds and maintain them in special reserve bank accounts for the exclusive benefit of our clients, as required under applicable regulations, including Rule 15c3-3 under the Exchange Act (the “Customer Protection Rule”). We might be adversely affected by regulatory changes related to the Customer Protection Rule or by any regulatory changes related to our obligations with regard to capital maintenance requirements. A failure by one or more of these banks or our failure to comply with the Customer Protection Rule, or other applicable rule, could result in our inability to promptly return client funds, which could have a significant adverse impact on our reputation, result in the loss of clients, trigger regulatory inquiries, and/or cause a deterioration of our capital base and operations. Further, if there is a significant market event and our clients need to withdraw cash in unusually large amounts, we may be unable to return such funds in a short period of time or at all. This could lead to, among other things, client dissatisfaction and potential claims by our clients, which could result in adverse regulatory, legal and operational consequences and would result in a reduction in our revenues.

Further, a significant portion of our cash management and treasury functions, as well as our settlement functions with clearing houses, is concentrated with a single bank, BMO Bank N.A. (“BMO Bank”). Any failure or termination of that relationship, or inability by BMO Bank to meet its obligations, including as a result of any banking failure and subsequent takeover by another bank or the Federal Deposit Insurance Corporation, could impair our ability to comply with our regulatory requirements, including obligations under the Customer Protection Rule, and could otherwise adversely affect our business operations and our ability to meet financial obligations. In addition, while only one of a consortium of lenders under our Revolving Credit Facility (as defined herein), our settlement and clearing relationship with BMO Bank may be further deteriorated in the event of any default under the Revolving Credit Facility. See also “—We may require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all.”

Future acquisitions or joint ventures of, or investments in, as applicable, other companies, applications or technologies could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.

As part of our business strategy, we have in the past acquired, and may in the future seek to acquire, businesses, applications or technologies that we believe could complement or expand our platform, technical capabilities or otherwise offer growth opportunities. For example, in 2024, we completed the acquisition of the Fox River algorithmic trading business (“Fox River”) from Instinet. See “Business.” The identification of suitable acquisition or investment candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions or investments on a timely basis or at all. Even if we are able to successfully complete acquisitions or investments, we may fail to successfully integrate them into our existing business or realize the

 

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anticipated benefits of such acquisitions. Additional risks we face in connection with acquisitions include, but are not limited to:

 

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

 

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coordination of technology, product development, risk management, compliance, finance and sales and marketing functions;

 

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retention of employees from the acquired company;

 

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retention of our current employees;

 

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cultural challenges associated with integrating employees from the acquired company into our organization;

 

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

 

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the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security safeguards, procedures and policies;

 

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potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;

 

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liability for activities of the acquired company before the acquisition, claims of infringement, misappropriation or other violation of intellectual property or other proprietary rights, violations of law, commercial disputes, tax liabilities and other known and unknown liabilities;

 

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litigation or other claims in connection with the acquired company, including claims from terminated employees, clients, former stockholders or other third-parties; and

 

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known and unknown regulatory compliance risks, including elevated risks related to tax compliance, money laundering controls, and supervisory controls oversight.

Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business. Moreover, in connection with these types of transactions, we may issue additional equity securities that would dilute stockholder value, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges. Further, regulators may scrutinize our proposed business combinations and acquisitions given the regulatory landscape in which we operate, and additional regulatory approvals may be required for the completion of certain business combinations or acquisitions, which could be time-consuming and costly. These challenges related to acquisitions or investments could have an adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to obtain adequate insurance to cover all known risks and our insurance policies may not be sufficient to cover all claims.

We currently carry insurance in connection with our business, including fiduciary liability insurance, employment practices liability insurance, directors’ and officers’ liability insurance, comprehensive crime insurance, general liability insurance and professional liability insurance. We do not maintain business interruption insurance and are self-insured against certain cybersecurity incidents and related risks.

 

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We are growing rapidly and our insurance coverage may not be sufficient to protect us from any loss now or in the future and we may not be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. In addition, as a public company, we will need to increase our directors’ and officers’ liability insurance, which may be costly. Further, because of the nature of our business and our expanding applications, insurers may be reluctant to insure our business, which would require us to bear all losses with respect to claims we receive. Our inability to obtain and maintain appropriate insurance coverage, could cause substantial business disruptions, adverse reputational impact and regulatory scrutiny. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, results of operations and prospects could be adversely affected.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this prospectus.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable client personas or adjacent markets covered by our market opportunity estimates will become a client or generate any particular level of revenues for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance and perceived value associated with our applications and services we offer. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Key performance metrics and other estimates are subject to inherent challenges in measurement, and our business, financial condition, results of operations and prospects could be adversely affected by real or perceived inaccuracies in those metrics.

We regularly review key performance metrics to evaluate growth trends, measure our performance and make strategic decisions. These key metrics are calculated using internal company data, have not been validated by an independent third-party and might differ from estimates or similar metrics published by other parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools are subject to a number of limitations and our methodologies for tracking these metrics have changed in the past and might change further over time, which could result in unexpected changes to our metrics or otherwise limit the comparability from period to period of such metrics, including the metrics we publicly disclose. In addition, if the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report might not be accurate. While these numbers are based on what we currently believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in such measurements. If we fail to maintain an effective analytics platform, our key performance metrics calculations may be inaccurate, and we may not be able to identify those inaccuracies. You should not place undue reliance on such operational metrics when evaluating an investment in our Class A common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Metrics” for definitions of our key performance metrics.

 

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If our operational metrics are not accurate representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation could be significantly harmed, the trading price of our Class A common stock could decline and we might be subject to stockholder litigation, which could be costly.

We may incur trading losses from trading as a principal for our own account or from trading as a principal to hedge our clients’ security-based swap positions.

A portion of our revenues and operating profits is derived from trades we make as principal in our role as a market maker, trades we make as principal in connection with non-market making activities and trades we make in order to hedge certain of our clients’ transactions. We may incur trading losses relating to these activities since each primarily involves the purchase or sale of securities for our own account. In any period, we may incur trading losses for a variety of reasons including price changes in securities, reduced spreads and lack of liquidity in securities in which we have positions. From time to time, we may have large position concentrations in securities of a single issuer or issuers engaged in a specific industry or traded in a particular market. Such a concentration could result in higher trading losses than would occur if our positions and activities were less concentrated. In addition, in our security-based swaps business, we hedge the security-based swap positions we enter into with principal positions and post margin to support their security-based swap. In the event of a significant market movement our client’s margin may not be sufficient to support the movement in the underlying position(s) in the security-based swap and as a result we may incur losses from such default.

An increase in fraudulent or malicious activity could lead to reputational damage to our brand and adverse legal, regulatory and financial exposure.

We, our clients, regulators, vendors and other third-party providers with whom we work, as well as other technology providers in the financial and clearing industry, have experienced a significant increase in attempted unauthorized intrusions, data exfiltration and other fraudulent activity in recent years and may continue to be the target of increasingly sophisticated criminals and fraud rings in the future.

Although we develop and maintain systems and processes aimed at detecting and preventing unauthorized access to our systems and other fraudulent activity, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Such systems and processes require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as threat actor efforts to overcome security and anti-fraud measures become more sophisticated, and any malicious or fraudulent activities which penetrate our systems could require additional features and further testing to prevent future activities from occurring. See also “—Risks Related to Our Intellectual Property, Technology, Data Privacy, Data Protection and Cybersecurity—Applications on our platform, including Studio, and services we offer rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or external.” Risks associated with each of these include exfiltration of confidential, proprietary, personal or otherwise sensitive information (including those of our clients and other third parties with whom we do business) and theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Fraudulent activity in the industry and other actual or perceived failures to maintain a product’s integrity and/or security has led to increased regulatory scrutiny in the industry and may lead to

 

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regulatory investigations and intervention, increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by regulators, reputational and financial damage to our brand and reduced usage of our platform, all of which could have an adverse impact on our business. Actual or perceived successful fraudulent activity and other related incidents related to actual or perceived failures to maintain the integrity of our systems, processes and controls could negatively affect us, including harming market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our platform. Such events could also result in legislation and additional regulatory requirements.

We currently operate in certain international markets and plan to further expand our international operations, which exposes us to increased business, economic and regulatory risks.

In addition to the United States, we currently operate regulated entities in Canada and the United Kingdom and have offices in five countries, including in the United States, Canada and the United Kingdom. As part of our business strategy, we intend to further expand our international operations, which will require significant resources and management attention and will subject us to additional regulatory, economic, operational, and political risks on top of those we already face. We are subject to a variety of risks inherent in establishing and doing business internationally, including:

 

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conformity of our platform with applicable business customs, including translation into foreign languages and associated expenses;

 

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the need to support and integrate with local vendors and service providers;

 

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political, social and economic instability in the countries in which we operate;

 

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risks related to governmental regulation in foreign jurisdictions, including laws and regulations relating to data privacy, data protection and cybersecurity and unexpected changes in legal and regulatory requirements and enforcement;

 

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compliance with multiple, potentially conflicting and changing governmental laws and regulations, including banking, securities, employment, tax, data privacy, data protection and cybersecurity laws and regulations;

 

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compliance with U.S., U.K. and other foreign anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and the U.K. Bribery Act of 2010 (the “U.K. Bribery Act”);

 

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potential restrictions on repatriation of earnings;

 

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competition with vendors and service providers that have greater experience in the local markets than we do or that have pre-existing relationships with potential consumers and investors in those markets;

 

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fluctuations in currency exchange rates;

 

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higher levels of credit risk and fraud;

 

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ability to recruit and retain talented and capable employees in foreign countries;

 

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less protection of intellectual property and other proprietary rights in certain countries;

 

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difficulty of staffing and managing global operations and increased travel, infrastructure, legal and compliance costs associated with multiple international locations and subsidiaries;

 

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different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions; and

 

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•

expanded compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax law.

We have limited experience with international legal and regulatory environments and market practices, and we might not be able to penetrate or successfully operate in the markets we choose to enter. Even if we are able to enter a particular international market, we may face challenges in complying with different regulatory requirements, which may lead to significant increased costs in maintaining our international operations. Thus, we might incur significant expenses as a result of our international expansion, and we might not be successful, which could lead to substantial losses. If we are unable to manage the complexity of global operations successfully, our business and results of operations could suffer.

We rely on the experience and expertise of our co-founder and Executive Chairman, Uriel Cohen, and of our Executive Vice Chairman, Elli Ausubel, as well as on our management team and highly skilled employees with experience in our industry and will require additional key personnel to grow our business, and the loss of key management members or key employees, or an inability to hire key personnel, could harm the business.

We believe that our success has depended, and after the completion of this offering will continue to depend, on the efforts and talents of our senior management, including, Uriel Cohen and Elli Ausubel, who have significant experience in the financial services and technology industries, are responsible for our core competencies and would be difficult to replace. Our success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees who provide specialized services in our technology and compliance functions. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. The competition in the technology industry for qualified employees is intense and many of these employees hold extensive knowledge and experience in highly technical and complex areas spanning technology and capital markets, including the options, equities and futures trading and clearing industry. Because of the complexity and risks associated with our business and the specialized knowledge required to conduct this business effectively, and because the growth in this industry has increased demand for qualified personnel, many of our employees could find employment at other well established financial technology companies if they choose to do so, particularly if we fail to provide competitive levels of compensation. If we fail to retain our current employees, including senior management, it would be difficult and costly to identify, recruit and train replacements needed to continue to implement and expand our business. In particular, failure to retain and attract qualified systems and compliance personnel could result in systems errors, technology failures or regulatory infractions, which could ultimately harm our reputation and lead us to incur additional costs. Our executive officers and other employees are, and will continue to be after the completion of this offering, at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to attract well-qualified employees or retain and motivate existing employees, our business could be adversely affected. In addition, we have been receiving and expect to continue to receive certain important operational, managerial, strategic, consulting financial, technology, risk, compliance and other advisory and support services from Global Corp. following this offering. Each of Uriel Cohen and Elli Ausubel is an officer and member of the board of directors of Global Corp. Any loss of their services at Global Corp., or the loss of any other key employees at Global Corp., could have an adverse impact on our business.

 

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We may not detect, deter or prevent misconduct, errors, failures or fraudulent activity by our clients, employees or agents and therefore we are subject to risks relating to potential securities law and regulatory liability.

We are exposed to potential losses due to fraud or misconduct by, or breaches of the terms we have in place with, our clients, counterparties, employees, agents and third parties and, consequently, to substantial risks of liability under federal and state securities laws and other federal and state laws and court decisions, as well as rules and regulations promulgated by international, federal and state securities regulators. For example, clients or people impersonating clients may engage in fraudulent activities, including the improper use of legitimate client accounts or providing fraudulent documentation in connection with transactions. Such events have occurred in the past and may occur in the future.

Our employees and agents may engage in unauthorized trading activity, attempt to defraud us or violate our policies or legal or regulatory standards. There are also risks that our employees may improperly use or disclose confidential information and material non-public information provided by our clients that could subject us to regulatory and criminal investigations, disciplinary action, fines, or sanctions and we could suffer serious harm to our reputation, financial position, the trading price of our Class A common stock, current client relationships and ability to attract future clients. These risks may increase as the result of recent scrutiny of electronic trading and market structure from regulators, lawmakers and the financial news media. The use of off-channel electronic messaging applications by our employees to transmit confidential or sensitive data could subject us to investigations and regulatory fines and severely impact our reputation. In addition, although we have established policies and procedures designed to train, prevent and detect misconduct, errors and fraud, the precautions that we take to detect and deter employee misconduct might not be effective. If any of our employees engages in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, client relationships and ability to attract new clients. Our reputation may also be damaged by any involvement, or the involvement of any of our employees, former employees or agents, in any regulatory investigation and by any allegations or findings by relevant regulators or courts, even if the associated fine or penalty is not material.

Our reputation and brand are important to our success, and if we are not able to continue developing our reputation and brand, our business, financial condition, results of operations and prospects could be adversely affected.

We believe that building a strong reputation and brand is critical to our ability to achieve our business objectives. We spend a significant amount of money and other resources to create brand awareness and build our reputation. The successful development of our reputation and brand will depend on a number of factors, many of which are outside our control. Negative perception of our platform or our company may harm our reputation and brand, including as a result of:

 

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litigation involving, or regulatory actions or investigations into, our platform or our business, including litigation or regulatory actions that result in changes to, or prohibit us from offering, certain features, applications or services;

 

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complaints or negative publicity about us, our platform, our services, or our industry as a whole;

 

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actual or perceived disruptions or defects in our software, such as data privacy, data protection or cybersecurity breaches, service outages or other incidents that impact the reliability of our platform and the ability for our clients to retrieve their funds or execute their trades;

 

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any imposition of temporary trading restrictions or any outright failure to meet our deposit or capital requirements;

 

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any failure to comply with legal, tax and regulatory requirements;

 

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any perceived or actual weakness in our financial strength or liquidity;

 

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any failure to operate our business in a way that is consistent with our values and mission;

 

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inadequate or unsatisfactory support service experiences;

 

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illegal or otherwise inappropriate behavior by our management team or other employees;

 

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negative responses to new securities or product verticals that we may enter into in the future;

 

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negative responses to the discontinuation of an existing business, segment, or securities or product vertical;

 

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negative or insufficient responses to our marketing and advertising campaigns; or

 

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any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

Moreover, repairing our brand and reputation in the case of any adverse event may be difficult, time-consuming and expensive. Our failure to address, or the appearance of our failure to address, issues that give rise to reputational risk could significantly harm our brand and reputation. To the extent we fail to respond quickly and effectively to address corporate crises and other threats to our brand and reputation, the ensuing negative public reaction could significantly harm our brand and reputation, which could result in loss of trust from our clients, third-party partners and employees and could lead to an increase in litigation claims and asserted damages or subject us to regulatory actions or restrictions.

Maintaining and enhancing our brand also requires ongoing investment in marketing, technology, and client experience. If these efforts fail to produce the desired results or if competitors outperform us in brand perception, it could limit our growth opportunities. The loss of confidence in, or any failure to maintain or enhance, our brand or our reputation could adversely affect our ability to attract and retain clients, agents, and partners, thereby negatively impacting our business, financial condition, results of operations, and prospects.

If we do not successfully develop our brand and reputation and successfully differentiate our platform and services from those of our competitors, we may not be able to compete effectively. In particular, third parties’ use of trademarks and branding similar to ours could materially harm our business or result in litigation or other expenses. We may not be able to adequately prevent such practices, which could harm the value of our business, result in the abandonment, dilution, invalidity, reduction in scope or other loss of trademarks associated with our business and adversely affect our results of operations, or financial condition. Failure to successfully maintain, defend, enforce, and enhance our brand could cause us to lose existing clients or struggle to attract new clients, and we may incur substantial expenses in attempts to maintain, defend, enforce and enhance our brand.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business, financial condition, and results of operations could be harmed.

We believe that our company culture has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

 

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failure to identify, attract, reward, and retain people in leadership positions who value kindness, perseverance, and teamwork and further our culture, values, and mission;

 

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the increasing size and geographic diversity of our workforce;

 

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competitive pressures to move in directions that may divert us from our mission, vision, and values;

 

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the continued challenges of a rapidly evolving industry;

 

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the increasing need to develop expertise in new areas of business that affect us; and

 

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the integration of new personnel and businesses from acquisitions.

If we are not able to maintain and evolve our culture, our business, financial condition, results of operations and prospects could be adversely affected.

Risks Related to Our Intellectual Property, Technology, Data Privacy, Data Protection and Cybersecurity

Applications on our platform, including Studio, and services we offer rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or external.

We rely on technology, including the internet and mobile services, to conduct much of our business activities and operations and allow our clients to conduct financial transactions on our platforms, and as a result, we depend on the efficient and uninterrupted operation of our computer infrastructure and other systems and networks, both internal and third-party. We, and the third-party providers we rely on, are subject to an increasing risk of employee or other human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses or other malicious code, malware or ransomware, intentional acts of vandalism, disruptions, terrorism or other catastrophic events, malfunctions, outages or other interruptions, software bugs or vulnerabilities, impersonation and other social engineering schemes, malfeasance, unauthorized access attempts, theft of intellectual property, trade secrets or other corporate assets, denial of service attacks, phishing, hacking and other cyberattacks or other incidents. For example, in June 2021 we experienced a cyberattack, following which we concluded that the personal information of certain employees and certain other proprietary information, such as our accounting information, may have been accessed and exfiltrated. Among other actions taken in response to the attack, we made certain investments designed to remediate the relevant vulnerabilities and notified state government agencies and potentially impacted employees. While we do not believe that the cyberattack had a material adverse impact on us or the affected employees, our remedial measures may not be successful in mitigating or remediating any future cyber incidents, any of which may result in failures or disruptions in our client relationship management, securities trading, general ledger, deposits, computer systems, settlement, batch processing or other systems and networks.

If we or our third-party service providers experience any of the foregoing cybersecurity issues, it could result in the unauthorized access, disclosure or loss of confidential, proprietary, personal or otherwise sensitive information (including those of our clients and other third parties with whom we do business), client dissatisfaction, obligations to notify affected individuals and other third parties and additional costs to repair systems and networks or add new personnel or protection technologies, and we could be exposed to disruption of service, reputational damage, litigation risk, regulatory penalties and fines, remediation costs and other financial losses to both us and our clients, any of which could have an adverse effect on our business.

Our continued success will depend, in part, upon our ability to successfully maintain, secure and upgrade the capability of our systems and networks and our ability to address the needs of our clients by using technology to provide a platform and value-added services that satisfy their demands, including as we expand our business with new asset classes and financial instruments added to our platform, introduce new applications offered on our infrastructure and enter into additional geographies. Further, in order to maintain our competitive advantage, our systems and networks are under continuous development. As we maintain and upgrade our systems and networks, there is a risk that

 

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software failures may occur and result in service interruptions and have other unintended consequences, which could have an adverse effect on our business, financial condition, results of operations and prospects. However, there is no guarantee that resources that we devote to maintaining and upgrading our systems and networks to safeguard critical business applications can provide adequate security. We employ detection and response mechanisms designed to contain and mitigate cyberattacks and other incidents, but our protective measures may not promptly detect such cyberattacks and other incidents, and we may experience losses or incur costs or other damage related to cyberattacks and other incidents that go undetected or go undetected for significant periods of time, which could adversely affect our financial results or reputation. These risks may be increased as more employees utilize network connections, computers and devices outside our premises or network, including working from home, while in transit and in public locations. Attacks may be targeted at us, our clients or third-party providers. Furthermore, cybersecurity risks in the financial services industry have increased recently, in part because of the proliferation of new technologies to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists, state-sponsored actors, nation states, hacktivists and others, any of whom may see their effectiveness enhanced or facilitated by artificial intelligence (“AI”). Because the methods used to cause cyberattacks and other incidents change frequently, or in some cases cannot be recognized until launched, we may be unable to implement preventative measures or proactively address these methods until they are discovered.

Significant malfunctions or failures of our systems or networks in the trading process, such as record retention and data processing functions performed by third-party providers and third-party software or other disruption in the proper functioning of our software, including as a result of erroneous or corrupted data or cyberattacks or other incidents, could cause delays or suspensions in client and/or firm trading and settlement activity or cause us to make erroneous trades. In addition, we may not discover a cyberattack or other incident for a significant amount of time after the breach, and our efforts to mitigate, remediate or investigate any cyberattack or other incident may be costly, difficult, or may not be successful. Any such issues could cause substantial losses for clients or for our own trading books and could subject us to claims from clients for losses, including litigation claiming fraud or negligence. As a result of cyberattacks and other incidents, in addition to the various consequences discussed above, we may incur costs to mitigate, remediate or investigate the applicable cyberattack or other incident, provide identity protection services, including credit monitoring and other legal and professional services to individuals who may have been impacted, may incur expenses in the future including legal, operational and other professional expenses and claims for damages, and could also suffer interruptions or malfunctions in our operations. Any actual or perceived threat of disruption to our platform or our services or any compromise of confidential, proprietary, personal or otherwise sensitive information (including those of our clients and other third parties with whom we do business) could impair our reputation and cause us to lose clients or revenue, or face litigation or administrative proceedings, necessitate client service or repair work that would involve substantial costs and divert our management’s attention and resources. We cannot assure you that we will be fully protected from cyberattacks and other incidents, the occurrence of which could adversely affect our business, financial condition, results of operations and prospects. Additionally, we have elected to self-insure for certain cybersecurity matters, and in the event of a cyberattack or other incident, we may be at a greater risk that our financial condition will be adversely affected.

If our systems and infrastructure fail to keep pace with the operational requirements of our clients, we may experience operating inefficiencies, client dissatisfaction and lost revenue opportunities.

The global securities industry is characterized by increasingly complex infrastructures and applications, new and changing business models and rapid technological changes. Our clients’ needs and demands for our platform and the other services we offer evolve with these changes. We believe

 

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that the current and anticipated future needs of our clients will require the implementation of new and enhanced communications and information systems, the training of personnel to operate these systems and the expansion and upgrade of core technologies. We expect to need to make significant investments in additional hardware and software to accommodate changing client and regulatory requirements, which may be costly and time-consuming to incorporate into our existing systems and infrastructure. In addition, we cannot assure you that we will be able to accurately predict the timing or rate of changes, expand and upgrade our systems and infrastructure on a timely basis, or find satisfactory alternative systems or infrastructure on favorable pricing and terms, on a timely basis or at all. Our failure to expand, upgrade, or replace systems and infrastructure that do not meet the operational requirements of our clients may cause us to experience operating inefficiencies, client dissatisfaction and lost revenue opportunities.

We may not be able to adequately establish, maintain, protect and enforce our intellectual property and other proprietary rights or may be prevented from using intellectual property necessary for our business.

We rely primarily on a combination of trade secret, trademark contract and copyright laws to protect our proprietary technology that enables us to successfully provide our platform, as well as confidentiality and license agreements with our employees, contractors, consultants and third parties with whom we have relationships to establish, maintain, and protect our intellectual property and other proprietary rights.

Our efforts to establish, maintain, protect, and enforce our intellectual property and other proprietary rights may not be sufficient or effective. Our intellectual property and other proprietary rights, including rights in our proprietary technology, trade secrets, know-how and confidential information depends in part on agreements we have in place with our employees, independent contractors and other third parties that allocate ownership of intellectual property and place restrictions on the use and disclosure of this intellectual property and confidential information, such as confidentiality and invention assignment agreements.

Furthermore, we may, over time, strategically increase our intellectual property investment through additional trademark and other intellectual property filings. While we have previously elected to not pursue patent protection, we may, over time, strategically increase our intellectual property investment through new patent filings. These processes are expensive and time-consuming and may not be successful in all jurisdictions or for every such application, and we may not pursue such protections in all jurisdictions that may be relevant, for all our goods or services or in every class of goods and services in which we operate. For example, although we do not currently rely on patent protection, there can be no assurance that any patent applications we may file in the future will be approved, any patents issued therefrom will be of sufficient scope or strength to provide us with meaningful protection, or such patents or patent applications will not be challenged by third parties. We may also fail to accurately predict all of the countries where patent protection will ultimately be desirable, and if we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. Any patents issued may vary in scope of coverage depending on the country in which such patents are issued. Even if we are successful in obtaining a particular patent, trademark or copyright registration, it is expensive to enforce our rights, including through maintenance costs, monitoring, sending demand letters, initiating administrative proceedings and filing lawsuits. We will not be able to protect our intellectual property and other proprietary rights if we are unable to enforce our rights or if we do not detect or determine the extent of unauthorized use of our intellectual property and other proprietary rights.

In addition to registering certain of our intellectual property rights, we rely to a degree on contractual restrictions to establish, maintain, protect and enforce our intellectual property and other

 

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proprietary rights. We strive to require third parties who may have access to our proprietary information, such as trade secrets, know-how and confidential information, to enter into non-disclosure agreements or to be bound by professional, fiduciary, or other contractual obligations requiring the applicable third party to protect our trade secrets, know-how and confidential information. However, such agreements may be insufficient or breached, or otherwise may not be enforceable in full or in part in all jurisdictions. The contractual provisions that we enter into or any other measures we employ to limit the access and distribution of our proprietary information may not prevent unauthorized use or disclosure of our intellectual property and other proprietary rights, and our remedies may be limited. Additionally, employees, independent contractors and other third parties may make adverse ownership claims to our current and future intellectual property, and, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Moreover, we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our proprietary information, such as trade secrets, know-how and confidential information, or otherwise developed intellectual property for us, and we cannot guarantee such agreements are effective in conveying ownership in our proprietary information, such as trade secrets, know-how and confidential information, or otherwise developed intellectual property for us. Individuals and entities not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property, and, to the extent that such individuals and entities not subject to invention assignment agreements with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Failure to obtain, maintain or protect our intellectual property and other proprietary rights and information could adversely affect our competitive position, business, financial condition and results of operations. Moreover, any of our intellectual property and other proprietary rights may be infringed, misappropriated or otherwise violated, which could result in them being narrowed in scope or declared invalid or unenforceable. Additionally, competitors or other third parties may independently discover our trade secrets, reverse engineer, copy or otherwise obtain and use our proprietary technology or portions thereof without our authorization or consent or infringe, misappropriate or otherwise violate our rights.

In addition, our platforms and systems may infringe upon, misappropriate or otherwise violate claims of third-party intellectual property, and we have in the past and may in the future face intellectual property challenges from such other parties that could interfere with our ability to use technology that is important to our business operations. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would have an adverse effect on our results of operations. Additionally, such litigation or claims could require that we enter into costly settlement or license agreements, prevent us from offering our applications or using certain technologies, force us to rebrand, implement expensive workarounds, or re-engineer our applications or impose other unfavorable terms, or satisfy indemnification obligations.

The pursuit of a claim against a third party for infringement, misappropriation or other violation of our intellectual property and other proprietary rights could be costly and time-sensitive, and there can be no guarantee that any such efforts would be successful. In the future, we may have to rely on litigation to enforce our intellectual property and other proprietary rights, protect our trade secrets, determine the validity, enforceability and scope of the intellectual property and other proprietary rights of others or defend against claims of infringement, misappropriation or other violations of intellectual property or other proprietary rights. In particular, enforcing a claim that a party infringed, misappropriated or otherwise violated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is unpredictable. Further, trade secrets and know-how can be difficult to protect, some courts in the United States may be less willing than other courts to protect trade secrets and know-how, and some

 

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courts outside the United States may be unwilling to protect trade secrets and know-how. Any such litigation, whether successful or unsuccessful, and regardless of merit, could result in substantial costs, our intellectual property or other proprietary rights being held invalid or unenforceable or otherwise reduced in scope and the diversion of resources and the attention of management, any of which could have an adverse effect on our results of operations. There can be no assurance that our intellectual property and other proprietary rights will be sufficient to protect against others offering applications or technologies that are substantially similar to ours and that compete with our business.

Additionally, intellectual property protection may not be available to us in every country in which our applications are available, and the laws of certain countries do not protect proprietary rights to the same degree as the laws of the United States. For example, effective trade secret protection may not be available in every country in which our platform is available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our platform by copying previously protected functionality. Any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property and other proprietary rights. In addition, we believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand and maintaining goodwill and if we do not adequately protect our trademark rights from infringement, misappropriation or other violations, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. The legal systems of certain countries do not favor the enforcement of trademarks, trade secrets, or other intellectual property and proprietary protection. Therefore, in certain jurisdictions, we may be unable to adequately protect our intellectual property or other proprietary rights against third-party infringement, misappropriation or other violation, which could adversely affect our competitive position. Any changes in, or unexpected interpretations of, intellectual property and similar laws may compromise our ability to enforce our intellectual property and other proprietary rights. If we fail to establish, maintain, protect and enforce our intellectual property and other proprietary rights, our brand, business, financial condition, results of operations and prospects may be harmed.

Our anticipated use and provision of AI-powered solutions could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.

We anticipate relying more on AI, including generative AI, in connection with core parts of our business and operations in the future, including the development and provision of potential AI-powered solutions. Any use of AI, including generative AI, a relatively new and emerging technology in the early stages of commercial use, could expose us to additional risks and liabilities, such as damage to our reputation, competitive position and business, legal and regulatory risks and additional costs. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete or misleading output, unintended biases and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable. In addition, we may license AI technologies from third parties that use models trained on data that could potentially violate intellectual property, privacy, or other third party rights or violate law. These AI technologies may also produce results or generate content that is inaccurate or misleading or that cannot be explained by data. If the content, algorithms, analyses or responses that AI-powered solutions rely on or assist in producing on our platform are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be adversely affected.

Additionally, if any of our employees, contractors or third-party providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential, proprietary, personal, or other sensitive information, including inadvertent disclosure of our confidential information into publicly available third-party training

 

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sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI-powered software, will depend on our implementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures governing the use of AI in our business and operations. Further, any use of AI to automate client touchpoints, including client service, may come with additional risks, including potential that these interactions are seen as inducement, investment advice or investment recommendations.

Moreover, to the extent we may rely on any generative AI tools, any content created by us using such tools may not be subject to copyright protection which may adversely affect our intellectual property and other proprietary rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, the outcome of any one of which may, amongst other things, require us to limit the ways in which we use AI in our business and operations and may affect our ability to develop any potential AI-powered platform innovations and features. For example, the output produced by generative AI tools may include information subject to certain rights of publicity or data privacy, data protection or cybersecurity laws, rules, regulations, industry standards and other legal obligations or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business or operations. In addition, the use of AI has resulted in, and may in the future result in, cybersecurity breaches or incidents that implicate the confidential, proprietary, personal or otherwise sensitive information of clients of AI-powered applications. To the extent that we will not have sufficient rights to use the data or other material or content used in or produced by the generative AI tools used in connection with our business, or if we experience cybersecurity breaches or incidents in connection with our anticipated use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their applications more quickly or more successfully than us, which could impair our ability to compete effectively.

In addition, certain third-party AI technologies that we utilize in our business may include open source software. These AI technologies may incorporate data from third-party sources, including our clients’ information they input into the AI tools, which may expose us to risks associated with data rights and protection. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, we may be forced to acquire or develop alternate AI technologies, which may limit or delay our ability to provide competitive offerings and may increase our costs.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others. We expect that such utilization of AI will require additional resources, including the incurrence of additional costs, to develop and maintain our platform offerings, services and features to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our anticipated use of AI could adversely affect our business, financial condition and results of operations. See also “—Regulatory and legislative developments related to the use of AI could adversely affect our anticipated use and provision of AI-powered solutions in our applications, services and business.”

 

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We use open source software, and any failure to comply with the terms of one or more of the related open source licenses could negatively affect our business.

We incorporate open source software into our proprietary platforms and into other processes supporting our business. Such open source software may include software covered by licenses. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If portions of our proprietary platforms are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our platform or change our business activities. In addition to risks related to license requirements, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide support, indemnification, warranties, controls on origin of the software, or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform, leading to greater cybersecurity risks. Many of the risks associated with the use of open source software cannot be eliminated and could adversely affect our business.

We monitor our use of open source software to avoid subjecting our platform to conditions we do not intend, but we cannot provide assurance that our processes will successfully detect all open source software licensed on unfavorable terms or will otherwise be effective for controlling our use of open source software. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face litigation, infringement or other liability, or be required to seek costly licenses from third-parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, results of operations and prospects.

Moreover, the terms of various open source licenses are ambiguous and have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that limits our use of the software, inhibits certain aspects of our platforms and negatively affects our business operations. For example, there is a risk that there may be a failure in our procedures for controlling the usage of open source software or that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide, commercialize or distribute our platform or applications. Additionally, from time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be our open source software. In either event, we could be required to seek licenses from third parties in order to continue offering our platform, to make generally available (in source code form) proprietary code that links to certain open source modules, to reengineer our platform, applications or systems or to discontinue the licensing of our platform if re-engineering could not be accomplished on a timely basis. The risks associated with our use of open source software described above can result in adverse impacts on our reputation, business, results of operations, and financial condition.

 

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Risks Related to Regulatory and Legal Matters

We are subject to extensive, complex and evolving statutes, rules and regulations, which are interpreted and enforced by various federal, state, local and foreign government authorities and SROs and can result in substantial compliance costs, and our business would be adversely affected if our qualifications, memberships or licenses are impaired as a result of non-compliance with those requirements.

The regulatory landscape in the jurisdictions in which we operate, specifically in the United States, Canada and the United Kingdom, and in additional jurisdictions in which we are currently seeking to become licensed, such as the Netherlands, or in which we otherwise have clients, includes extensive laws, rules and regulations with which we are required to comply, along with supervision and enforcement by various governmental, regulatory, and enforcement bodies and SROs, each of which could restrict our business practices. We are primarily regulated in the United States by the SEC, the Commodity Futures Trading Commission (the “CFTC”), FINRA, the National Futures Association (the “NFA”), CME, exchange SROs, clearing houses and state securities commissions. In Canada, we are regulated by the Canadian Investment Regulatory Organization (“CIRO”), the Ontario Securities Commission (the “OSC”) and Canadian provincial securities commissions. In the United Kingdom, we are primarily regulated by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority (the “PRA”), and in Singapore, we are primarily regulated by the Monetary Authority of Singapore (the “MAS”).

These laws, rules and regulations govern all aspects of our business and include, or might in the future include, those relating to all aspects of the securities industry, financial services, money transmission (including virtual currency business activity), the source of funds/assets, servicing, foreign exchange, payments services (such as payment processing and settlement services), handling and execution of securities orders, custody services, extensions of credit, fraud detection, consumer protection, anti-money laundering (“AML”), counter-terrorism financing (“CTF”), sanctions regimes and export controls, data privacy, data protection, cybersecurity, as well as climate risk and environmental impact (including applicable disclosure requirements). See “Business—Regulation and Compliance” for specific legislative and regulatory schemes we are subject to. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of certain areas of our business, including the regulations of various asset classes and financial instruments we support or will support, such as digital assets, requires us to exercise our judgment as to whether and how certain laws, rules and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions.

International and U.S. federal and state financial services regulators and SROs also enforce existing laws, regulations and rules aggressively and may, in the future, enhance their supervisory expectations regarding the management of legal and regulatory compliance risks. To the extent government bodies and/or regulators and/or SROs are of the view or conclude that we have not complied with such laws, rules and regulations, we may be subject to significant fines, revocation of licenses, limitations on our platform, restrictions on growth, reputational harm, client redress and other regulatory consequences. In addition, regulators have imposed restrictions and conditions on the licenses held by us, and may in the future impose further restrictions or conditions, limiting the extent and type of business which we and certain of our subsidiaries may conduct. Any imposition of additional requirements by regulators could materially negatively impact our business operations and/or our prospects for business expansion. We have devoted, and will continue to devote, substantial costs and resources to meeting our dynamic regulatory obligations, including procuring automated solutions, enhancing our systems, procedures and controls, hiring knowledgeable employees, engaging with external legal counsel and providing them with adequate resources to respond to

 

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heterogenous and possibly conflicting regulatory requirements, in order to meet our compliance obligations, however, there can be no guarantee that these efforts do not result in a lack of compliance with the applicable regulatory requirements. Regulatory changes and uncertainties make our business planning more difficult and could result in changes to our business model that potentially adversely impact our results of operations.

Regulators have taken and may take views on the regulatory treatment of certain of our applications and/or services we offer or may offer in the future which may not align with how we have interpreted the relevant regulatory requirements. In each case, any such measures could expose us to regulatory action, including fines, license revocation, or reputational harm and may have a material adverse effect on our business, financial condition, and results of operations. Any future regulations may affect the availability of our applications and adversely affect our business. The complexity of the international and U.S. federal and state regulatory and enforcement regimes could result in a single event prompting several overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brand and business and adversely affect our financial condition and results of operations. Due to the uncertain application of existing laws and regulations, it may be that, despite our regulatory and legal analysis concluding that certain applications, asset classes, financial instruments or services we offer are currently unregulated, such applications or services may indeed be subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As a result, we are at a heightened risk of enforcement action, litigation, regulatory and legal scrutiny which could lead to sanctions, cease and desist orders, or other penalties and censures which could adversely affect our continued operations and financial condition.

Failure to obtain, qualify for, maintain or comply with the authorizations, approvals, licenses, permits or the regulatory frameworks established in each of the jurisdictions in which we and our subsidiaries are regulated, located, operate, serve clients or market our platform and services gives rise to a number of significant risks, including, but not limited to, the removal or denial of permissions to operate, prohibitions on future operations, or fines and client redress. Failure to maintain licenses or registrations in particular jurisdictions may require that we cease marketing or providing some or all applications and services to clients located in that particular jurisdiction. We may also be subject to litigation, investigations, fines, disgorgement of income, sanctions, damages and additional penalties or restrictions that could harm our business. See also “—We have been, and expect to continue to be, subject to regulatory inquiries, examinations, audits, investigations and enforcement matters.”

Our business is subject to the regulatory frameworks applicable to broker-dealers, security-based swap dealers, FCMs and investment firms in the United States and their respective foreign equivalents.

The securities and derivatives industry is highly regulated, including under federal, state, international and other applicable statutes, rules and regulations. Our foreign subsidiaries include an FCA-authorized broker-dealer firm and an investment dealer registered with CIRO and the OSC. In the United States, we operate through broker-dealers that are registered with the SEC and are members of FINRA, security-based swap dealers registered with the SEC and a FCM that is registered with the CFTC and is a member of the NFA and CME. Our subsidiaries are also members of many other securities, options and derivatives exchanges, including NYSE, Nasdaq Stock Market, Cboe Exchange (“Cboe”), CME, Eurex, Intercontinental Exchange (“ICE”), Nodal Exchange (“Nodal”) and others. See “Business—Regulation and Compliance” for more information on the various memberships we hold. Among other things, we are subject to regulation with regard to:

 

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sales practices, including our interaction with and solicitation of clients and our marketing activities;

 

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•

order handling, trading and market making;

 

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securities financing and other extensions of credit;

 

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the custody, control and safeguarding of our clients’ assets;

 

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account statements, recordkeeping and retention;

 

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maintaining specified minimum amounts of capital and limiting withdrawals of funds from our regulated operating subsidiaries;

 

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making regular financial and other reports to regulators;

 

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AML, CTF, suspicious activity reporting and sanctions compliance obligations;

 

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licensing for our operating subsidiaries and our employees;

 

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the conduct of our directors, officers, employees and affiliates; and

 

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supervision of our business.

The SEC, CFTC, CIRO, OSC, FCA, FINRA, NFA, other regulatory bodies and securities, options and derivatives exchanges have the authority to conduct periodic examinations of our subsidiaries and may also conduct other investigations or initiate enforcement proceedings. See “Business— Regulation and Compliance.” These examinations or investigations may identify compliance exceptions or other violations that could result in censures, fines, penalties, undertakings or other sanctions. Additionally, material expansions of the broker-dealer businesses are subject to approval by FINRA. This could delay, or even prevent, our ability to expand our broker-dealer business in the future.

We have been, and expect to continue to be, subject to regulatory inquiries, examinations, audits, investigations and enforcement matters.

The financial services industry is subject to extensive regulation under federal, state and applicable international laws. We are subject to periodic regulatory examinations and inspections and from time to time we may receive or be subject to inquiries or investigations by state and federal regulatory or enforcement agencies and bodies such as the SEC, CFTC, state attorneys general, state financial regulatory agencies, other state or federal agencies and SROs such as FINRA, the NFA, the Municipal Securities Rulemaking Board, and securities, options or derivatives exchanges. For example, beginning in October 2024, we were subject to an examination by the SEC, pursuant to which the SEC identified certain deficiencies and weaknesses in our policies, procedures and controls related to credit risk management, reserve calculations and funding, margin computations and liquidity stress management. While we have responded to the SEC’s findings and we believe we have remediated substantially all of the deficiencies and weaknesses, we cannot assure you that the SEC will not seek other corrective actions or penalties against us. We have in the past received, and may in the future receive, from time to time, additional examination reports citing violations of rules and regulations and inadequacies in existing compliance programs, and requiring us to enhance certain practices with respect to our compliance program, including due diligence, training, monitoring, reporting, and recordkeeping. If we fail to comply with these requirements, or do not adequately remediate certain findings, regulators could take a variety of actions that could impair our ability to conduct our business, including, but not limited to, delaying, denying, withdrawing, or conditioning approval of certain applications and services. In addition, regulators have broad enforcement powers to censure, fine, issue cease and desist orders, prohibit us from engaging in some of our business activities, or revoke our licenses, and we have in the past and may in the future be subject to adverse regulatory enforcement actions. We face significant intervention by regulatory authorities, including extensive examination and surveillance activities, and will continue to face the risk of significant intervention by regulatory authorities in the future. In the case of non-compliance or alleged

 

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non-compliance, we could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by our clients, for damages which can be significant. Any of these outcomes would adversely affect our reputation and brand and our business, financial condition, results of operations and prospects.

We also may receive inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state. In certain instances we may be subject to state money transmission laws (including functionally equivalent requirements relating to digital asset activities), which would impose licensing and registration requirements with obligations and restrictions regarding the transmission of client funds, reporting requirements, bonding requirements, minimum capital requirements, client disclosure requirements, and oversight and examination by state regulatory agencies concerning various aspects of our business. This could also require changes to the manner in which we conduct some aspects of our business and increase our compliance costs. Any such inquiries, audits, examinations and/or investigations may require substantial time and expense to analyze and respond to, divert management’s attention and other resources from running our business, result in public enforcement actions or lawsuits and fines, penalties, injunctive relief and the need to obtain additional licenses that we do not currently possess, harm our brand and reputation and may even result in certain of our subsidiaries losing their regulatory licenses or ability to conduct business in some jurisdictions. Furthermore, if we are required to obtain a license, there can be no assurance that we will be able to obtain or maintain any such licenses, and, even if we were able to do so, there could be substantial costs and potential product changes involved in obtaining and maintaining such licenses, which could have an adverse effect on our business, financial condition, results of operations and prospects.

In addition, from time to time we have been threatened with or named as a defendant in lawsuits, arbitrations and administrative claims involving securities, consumer financial services and other matters. Compliance and trading problems that are reported to regulators such as the SEC, FINRA, the NFA, the CFTC or state regulators by dissatisfied clients or others are investigated by such regulators, and may, if pursued, result in formal claims being filed against us by clients or disciplinary action being taken against us or our employees by regulators or enforcement agencies. To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. We expect to continue to incur costs to comply with regulations. Our involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation, lead to additional claims, investigations and enforcement actions from other agencies or litigants and further divert management attention and resources from the operation of our business, and any such claims or disciplinary actions that are decided against us could have an adverse impact on our business, financial condition, results of operations and prospects.

The regulatory environment we face is subject to change, particularly as we expand and evolve our offerings.

Various governmental and regulatory bodies, including legislative and executive bodies in the markets in which we operate, or markets which we may enter into in the future, such as digital assets and prediction markets, may change existing laws and regulations or adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary. Specifically, any changes to licensing law regimes may result in increased disclosure requirements or increased fees or may impose other conditions to licensing that we may be unable to satisfy. Proposals to change the statutes and regulations affecting financial services companies are frequently introduced in the U.S. Congress (“Congress”) and state legislatures that, if enacted, may affect our operating

 

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environment in substantial and unpredictable ways. For example, in December 2024, the SEC adopted amendments to the Customer Protection Rule to require certain broker-dealers to compute their customer and broker-dealer reserve deposit requirements, and to make any required deposits, daily rather than weekly. These amendments, which require broker-dealer compliance by June 30, 2026, will make it more difficult for us to comply with our obligations with regard to capital maintenance requirements. Further, in January 2024, the SEC adopted rule changes requiring that direct participants of covered clearing agencies, such as CS LLC, submit for clearance and settlement all eligible secondary market transactions in U.S. Treasury securities to which such direct participant is a counterparty, including repurchase and reverse repurchase transactions. These rule changes, which require broker-dealer compliance for eligible cash trades by December 31, 2026, and for eligible repurchase and reverse repurchase transaction by June 30, 2027, will require that direct participants of covered clearing agencies, along with certain customers and counterparties thereof, incur costs to allow the direct participant to submit eligible transactions to covered clearing agencies for clearing. Market participants may also incur additional costs related to the submission and management of margin related to such transactions. It is possible that market participants, including existing customers and counterparties of CS LLC, seek counterparties that are not direct participants of a covered clearing agency in order to avoid incurring these costs. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment, and the current federal administration in the United States may make significant changes to regulatory policy and the promulgation of new statutes and regulations. New statutes, regulations, policies or changes in enforcement of existing statutes or regulations applicable to our business, or reexamination of current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices, affect retention of key personnel, or expose us to additional costs (including increased compliance costs and/or client remediation). These changes also may require us to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect our business.

Further, we intend to offer digital asset trading, including in stablecoins, to our clients, which will make us subject to a complex regulatory landscape and significant competition. Digital asset trading platforms are generally subject to state money transmission (and virtual currency) licensing requirements and have been subject to litigation and regulatory scrutiny, and the digital asset industry is dynamic and has been characterized by many rapid, significant and disruptive products and services in recent years. Entering this market and developing and incorporating new applications, asset classes and financial instruments into our business may require expenditures and take time, including diverting managements’ attention, and ultimately may not be successful. We may be unable to conduct our operations as planned or compete effectively due to different competitive landscapes in these new areas. We expect new services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the applications and services that we currently provide. See “—Risks Related to Digital Assets” for additional risks related to digital assets.

In addition, we intend to offer access to prediction markets to our clients, which are subject to a complex and changing regulatory landscape. Under current U.S. federal law, the typical event contracts listed on prediction markets are regulated as “swaps” by the CFTC, and prediction markets listing event contracts must be licensed as derivatives exchanges by the CFTC. As a result, access to prediction markets to our clients would be also subject to certain regulation and supervision by the CFTC and NFA. There are also several lawsuits ongoing in various U.S. states seeking to prohibit U.S. federally-licensed prediction markets from listing sports and certain other contracts under state laws, including state gaming laws. If the outcome of those lawsuits is adverse to prediction markets, we may not be able to offer to our clients access to prediction markets for some or all types of contracts. We also cannot predict future changes to laws, regulations, guidance and supervision of prediction

 

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markets, which could result in additional restrictions or costs that could have an adverse effect on our business or potentially prevent us from offering access to prediction markets.

As we continue to grow rapidly and add additional services, asset classes and financial instruments to our platform, as well as expand our operations to additional countries and jurisdictions, we will face increasing regulatory demands, and we may have difficulty complying with our regulatory obligations. Any changes to such regulations, implementation of new regulations or enforcement of regulations which we are subject to may require expenditure of significant time and resources on a one-off and ongoing basis and could have an adverse impact on our business, financial condition, results of operations and prospects. Failure to comply with any regulations may result in fines, negative publicity and reputational harm and restrictions on our activities, among other sanctions, which would have an adverse impact on our business, including financially and/or reputationally.

If we do not maintain the capital levels required by regulations or clearing organizations, we may be subject to fines, suspension, revocation of registration or expulsion. If capital requirements change, we may be adversely affected.

We are subject to stringent rules imposed by the SEC, FINRA, CIRO, FCA, CFTC, and NFA and various other regulatory agencies and clearing houses that prescribe minimum levels and types of capital we must maintain, as well as deposits we must post with clearing houses. These rules are designed to require general financial integrity and liquidity and require that at least a minimum part of assets be kept in relatively liquid form. If we fail to maintain the required capital level, we may be subject to suspension or revocation of registration by the SEC and/or CFTC and suspension or expulsion by FINRA and/or the NFA, which, if not cured, could ultimately lead to loss of our registration and liquidation of positions. Events relating to capital adequacy could give rise to regulatory actions that could limit business expansion or require business reduction. SEC, CFTC and SRO net capital rules prohibit payments of dividends, redemptions of stock, prepayments of subordinated indebtedness and the making of any unsecured advances or loans to a stockholder, employee or affiliate, in certain circumstances, including if such payment would reduce the subject firm’s net capital below required levels.

In addition, our clearing and carrying broker-dealer and FCM are subject to cash deposit and collateral requirements under the rules of the clearing houses in which they participate (including the Depository Trust Company (“DTC”), NSCC, and OCC), which requirements fluctuate significantly from time to time based upon the nature and volume of clients’ trading activity and volatility in the market or individual securities or futures contracts. See “—Risks Related to Our Business and Industry—We are subject to risks, including potential losses, as a result of our clearing activities, particularly during periods of market volatility.”

Regulators and clearing organizations continue to review and recalibrate capital and margin requirement frameworks in light of evolving market conditions and trading activity. If these requirements are increased, we could be required to post additional capital to support our clearing and trading activities. Any such changes would reduce the capital we have available for other corporate purposes, including acquisitions, capital expenditures, and investments in technology, and could adversely affect our business, financial condition, results of operations and prospects. If the net capital rules are changed or expanded, if there is an unusually large charge against our net capital, or if we otherwise fail to meet minimum capital requirements, we may be subject to regulatory prohibitions against certain business practices, increased regulatory inquiries and reporting requirements, increased costs, fines and penalties or other sanctions, including suspension of our activities or expulsion by the various regulatory bodies whose rules we are subject to. Recent amendments to the Customer Protection Rule, which require certain broker-dealers to compute their customer and broker-dealer reserve deposit requirements, and to make any required deposits, daily rather than weekly, will increase the operational complexity and burden related to such calculations and funding. Further, in

 

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January 2024, the SEC adopted rule changes requiring that direct participants of covered clearing agencies, such as CS LLC, submit for clearance and settlement all eligible secondary market transactions in U.S. Treasury securities to which such direct participant is a counterparty, including repurchase and reverse repurchase transactions. These rule changes may require that CS LLC post additional margin to the covered clearing agency of which it is a member, including on behalf of CS LLC’s counterparties, and may require that our other subsidiaries post margin when entering into secondary market transactions in U.S. Treasury securities where such margin is not currently required. While the SEC adopted amendments to the Customer Protection Rule to allow direct participants of covered clearing agencies to treat, in certain instances, such margin as debits when calculating reserve deposit requirements, the rule changes will increase the operational complexity and burden related to such calculations and funding and may result in CS LLC’s current customers and counterparties seeking counterparties that are not direct participants of a covered clearing agency in order to avoid incurring these costs.

Further, there is currently no certainty on whether or how capital rules may apply to digital assets, including stablecoins, and our regulatory capital requirements could significantly increase in the future if we begin offering digital assets trading on our platform and the SEC, CFTC or any of our regulators determine that such rules do apply to digital assets or adopt specific capital requirements with respect to digital assets. In addition, our ability to withdraw capital from our subsidiaries could be restricted, which in turn could limit our ability to pay dividends, repay or repurchase any debt and purchase outstanding shares of our Class A common stock. A large operating loss or charge against net capital could impede our ability to expand or even maintain our present volume of business, which could have an adverse impact on our business, financial condition, results of operations and prospects.

Failure to comply with AML, CTF, anti-bribery and corruption, economic and sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.

Various statutes, rules and regulations in the United States and abroad, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT ACT of 2001 (the “BSA/USA PATRIOT Act”), the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, U.K. Bribery Act and FINRA Rule 3310, impose certain AML, CTF and anti-bribery and corruption requirements on companies that are financial institutions or that provide financial products and services. Under these statutes, rules and regulations, financial institutions are broadly defined to include, among other types of entities, broker-dealers, future commission merchants and money services businesses (“MSBs”), such as money transmitters. MSBs, like other financial institutions, are required to register with FinCEN. In 2013, the FinCEN bureau of the U.S. Department of the Treasury (the “Treasury Department”) issued guidance regarding the applicability of the Bank Secrecy Act to administrators and exchangers of convertible virtual currency, clarifying FinCEN’s view that businesses that receive, hold, transmit, exchange or issue virtual currencies are MSBs, and more specifically, money transmitters. The Bank Secrecy Act requires broker-dealers, future commission merchants and MSBs to develop and implement risk-based AML programs, report large cash transactions and suspicious activity, and maintain transaction records, among other requirements. In addition, our subsidiaries’ contracts with financial institution partners and other third parties may contractually require them to maintain an AML program.

Our ability to comply with the AML, CTF and sanctions laws is predominantly dependent on our “Know Your Customer” (“KYC”) screenings, transaction monitoring and screening and reporting capabilities. Although we have implemented policies, procedures and controls to promote compliance with sanctions, fraud, AML, CTF and anti-bribery and corruption laws, and implement KYC screenings of all clients, there is no guarantee that our controls will ensure compliance at all times and in all cases. There also can be no assurance that our employees or agents will not violate such laws and regulations and a failure by us or our employees or agents to comply with such laws and regulations and subsequent judgment or settlement against us under these laws could subject us to monetary penalties, damages and/or have a significant financial and reputational impact.

 

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We are also subject to economic and trade sanctions programs administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) and various international jurisdictions, which prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, terrorists or terrorist organizations and other sanctioned persons and entities. Sanctions laws and regulations can change frequently and at short notice, and target new persons, sectors or countries. In the current geopolitical climate, there is a risk that sanctions laws will continue to evolve and further restrictions will be implemented, including in relation to jurisdictions such as Russia. Following Russia’s invasion of Ukraine in February 2022, significant new sanctions laws and regulations were imposed by multiple jurisdictions on Russia and Belarus. Any deterioration in the current geopolitical climate could see further changes in sanctions laws and regulations, which could lead to increased operational costs or resourcing being required across the business to address such matters. While we have implemented policies, procedures and controls reasonably designed to promote compliance with applicable sanctions laws, changes to sanctions laws can be implemented with little to no notice, and we will be required to react quickly to any developments. This could include, for example, blocking accounts or halting trading in certain securities. In the event that we are required to take any such steps, it could lead to clients or other parties alleging they have suffered loss and seeking to assert claims against the business, which would negatively impact our financial condition.

Our failure to comply with AML, CTF, anti-bribery and corruption, economic and trade sanctions statutes and regulations and similar laws could subject us to substantial civil and criminal penalties or result in the loss or restriction of our subsidiaries’ FINRA, SEC, NFA and CFTC registrations, or subject our subsidiaries to liability under their contracts with third parties, all of which may significantly affect our ability to conduct some aspects of our business. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by governmental entities, may significantly affect or change the manner in which we currently conduct some aspects of our business.

Changes in tax laws and differences or uncertainties in the interpretation of tax laws may adversely affect our tax obligations and subject us to additional tax liabilities.

We operate as a global business and are subject to tax statutes, laws and regulations of governments in the various jurisdictions in which we operate. These tax statutes, laws and regulations are complex and subject to varying or uncertain interpretations. Our interpretation and application of these statutes, laws and regulations and ultimate tax determinations require significant judgment and the use of assumptions and estimates. Although we believe our determinations are reasonable, the tax authorities may interpret these tax statutes, laws and regulations differently than we do and challenge tax positions that we have taken, are taking or will take. This may result in challenges asserted against us with respect to differences in the classification or treatment of revenues or deductions, availability of credits, differences in the timing of these items, and/or differences in the pricing of our intercompany transactions or the determination of the jurisdictions to which profits are attributed. These challenges, including through audits or similar proceedings, may result in payment of additional taxes, interest or penalties that could have an adverse effect on our business, financial condition, results of operations and prospects. Furthermore, recent and future changes to U.S. federal, state and local and non-U.S. tax statutes, laws and regulations could increase our tax obligations in jurisdictions where we have offices or do business or require us to change the manner in which we conduct some aspects of our business. For example, in July 2025, H.R. 1, the bill commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States. The OBBBA resulted in significant changes to the U.S. tax laws, including changes to the taxation of businesses like ours. We continue to assess the potential impact of the OBBBA on our business.

 

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Any changes in tax statutes, laws or regulations, or in the interpretation thereof by the relevant tax authorities, the outcome of any challenge by relevant tax authorities or of the potential tax impact from any expansion or modification of our platform, operations or corporate structure, could adversely affect our business, financial condition, results of operations and prospects.

Proposed legislation that would impose taxes on certain financial transactions could have a material adverse effect on our business, financial condition and results of operations.

From time to time, proposals are introduced in the Congress and state legislatures, as well as by foreign governments that, if enacted, could impose a tax on financial transactions. If enacted, such financial transaction taxes could increase the cost to clients of investing or trading on our platforms and reduce or adversely affect U.S. market conditions and liquidity, general levels of interest in investing, and the volume of trades and other transactions from which we derive revenues. Any financial transaction tax implemented in any jurisdiction in which we operate could adversely affect our business, financial condition, and results of operations, and because we offer retail brokerage services we could be impacted to a greater degree than other market participants.

We and the third parties with whom we work are subject to complex and evolving laws, regulations and industry requirements related to data privacy, data protection and cybersecurity across different markets where we conduct our business.

In the normal course of business, we collect, store, use, disclose, transmit and otherwise process sensitive and confidential information, including personal information, regarding our employees, service providers, clients and, where applicable, their beneficial owners and control persons. Our data processing activities subject us to numerous data privacy, data protection and cybersecurity obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security. For example, in the United States, federal, state, and local governments have enacted numerous data privacy, data protection and cybersecurity laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). Additionally, certain sector-specific regulations, including regarding the financial industry, require additional privacy and security-related obligations. For example, the Gramm Leach Bliley Act, as amended, imposes specific requirements relating to the privacy and security of certain “nonpublic personal information” processed by covered financial institutions.

Numerous U.S. states have significant comprehensive data privacy, data protection and cybersecurity laws and regulations may apply to our business, including the California Consumer Privacy Act (as amended by the California Privacy Rights Act), which gives California residents the right to access and request deletion of their personal information, opt out of the sale of personal information, and receive detailed information about how their personal information is processed, and provides a private right of action for certain data breaches involving the loss of personal information. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. Further, laws in all 50 states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach.

State governments, Congress and state and federal agencies may consider and enact additional legislation or promulgate regulations governing data privacy, data protection, cybersecurity and data breach reporting requirements. We cannot predict whether such legislation or regulation will be enacted, or what impact, if any, such legislation or regulation may have on our business, financial condition, results of operations and prospects. Any violations of these statutes and regulations may require us to change our business practices or operational structure, including limiting our activities in

 

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certain states and/or jurisdictions, address legal claims, and sustain monetary penalties, reputational damage and/or other harms to our business.

Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. For example, some of our data processing practices may be subject to challenges or lawsuits under data privacy and communications laws, including for example under wiretapping laws, if we share consumer information with third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels, as has occurred. These practices may be subject to increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

Additionally, our broker-dealers are subject to SEC Regulation S-P, which requires that businesses maintain policies and procedures addressing the protection of customer information and records. This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information. Regulation S-P also requires businesses to provide initial and annual privacy notices to customers describing information-sharing policies and informing customers of their rights and imposes certain notification obligations businesses in the event of a data breach.

In addition, when we service clients outside of the United States, such as our clients in the European Economic Area (“EEA”), the United Kingdom, Canada, India, Singapore and other jurisdictions, certain other laws or regulations relating to data privacy, data protection and cybersecurity may also apply to our business. For example, in the EEA and the United Kingdom, we are subject to the European Union General Data Protection Regulation (“GDPR”) and its equivalent in the United Kingdom (the “UK GDPR”), which comprehensively regulate our use of personal information, including cross-border transfers of personal information out of the EEA and the United Kingdom. The GDPR and UK GDPR impose stringent data privacy and data protection requirements and increase the risk of non-compliance and the costs of providing our platform and our services in a compliant manner. While the GDPR and the UK GDPR remain substantially similar for the time being, the government of the United Kingdom has adopted reforms to its data privacy, data protection and cybersecurity legal framework in its Data Use and Access Act 2025, which became law on June 19, 2025 (phasing in between June 2025 and June 2026) and will introduce significant changes from the GDPR. This may lead to additional compliance costs and could increase overall risk exposure as businesses may no longer be able to take a unified approach across the EEA and the United Kingdom, and such businesses may need to amend their processes and procedures to align with the new framework. Implementing mechanisms to endeavor to ensure compliance with the GDPR and the UK GDPR may be onerous and expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty. Failure to comply with the GDPR or the UK GDPR can result in significant fines and other liability, including, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the UK GDPR) or four percent (4%) of annual global revenue, whichever is greater. European data privacy, data protection and cybersecurity authorities have already imposed fines for GDPR violations of up to, in some cases, hundreds of millions of Euros.

The GDPR and the UK GDPR prohibit transfers of personal information from the EEA or United Kingdom to countries not formally deemed adequate by the European Commission or the UK Information Commission Office, (or its successor), respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented. The mechanisms that we and many other companies, including our clients, rely upon for European and UK data transfers (for example, Standard Contractual Clauses or the EU-US Data Privacy Framework and the UK extension thereto) are subject to legal challenge, regulatory interpretation and judicial decisions

 

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by the Court of Justice of the European Union. The suitability of Standard Contractual Clauses and the EU-US Data Privacy Framework for data transfer have been and may continue to be the subject of legal challenge, and we expect the legal complexity and uncertainty regarding international personal information transfers to continue. As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs, complaints and regulatory investigations or fines; we may have to stop using certain tools and third-party providers and make other operational changes; we may have to implement alternative data transfer mechanisms under the GDPR and the UK GDPR and take additional compliance and operational measures; and the GDPR and the UK GDPR could otherwise affect the manner in which we provide our platform and adversely affect our business, operating results, financial condition and future prospects.

Additionally, the U.S. Department of Justice issued a rule entitled the Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons, which places additional restriction on certain data transactions involving countries of concern (e.g., China, Russia, Iran) and covered individuals (i.e., individuals and entities located in or controlled by individuals or entities located in those jurisdictions) that may impact certain business activities such as vendor engagements, sale or sharing of data, employment of certain individuals, and investor agreements. Violations of the rule could lead to significant civil and criminal fines and penalties. The rule applies regardless of whether data is anonymized, key-coded, pseudonymized, de-identified or encrypted, which may impact our ability to engage in transactions or agreements with certain third parties in the future.

Moreover, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, rules, regulations, industry standards and other legal obligations, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy, data protection and cybersecurity. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. If our public statements about our use, collection, disclosure and other processing of personal information, whether made through our privacy policies, information provided on our website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of our actual practices, we may be subject to potential government or legal investigation or action, including by the Federal Trade Commission or applicable state attorneys general.

We have implemented internal controls and procedures designed to comply with the data privacy, data protection and cybersecurity laws, rules, regulations, industry standards and other legal obligations to which we are subject, and other applicable standards, as well as contractual obligations related to data privacy, data protection and cybersecurity. However, data privacy, data protection and cybersecurity laws, rules, regulations, industry standards and other legal obligations are evolving and may be modified, replaced, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations. We cannot yet determine the impact that any new obligations or modifications of existing obligations may have on our business. As such, we cannot assure ongoing compliance with all such laws, rules, regulations, industry standards and other legal obligations, and our efforts to do so may cause us to incur significant costs or require changes to our business practices, which could adversely affect our business, results of operations, prospects and financial condition. Any failure or perceived failure by us or the third parties with whom we work to comply with applicable laws, rules, regulations, industry standards and other legal obligations, or to adequately address data privacy, data protection and cybersecurity concerns, even if unfounded, may result in governmental enforcement actions, private litigation (including class actions), fines and penalties or adverse publicity and could cause our clients to lose trust in us, which could have an adverse effect on our reputation, inhibit sales, business, results of operations, prospects and financial condition.

 

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Failure to comply with “best execution” requirements or changes to regulatory frameworks governing best execution practices could result in penalties or adversely affect our business.

Our registered broker-dealers are subject to “best execution” requirements under SEC guidelines and FINRA rules, which requires us to obtain the best reasonably available terms for customers’ orders or to take sufficient steps to obtain, when executing orders, the best possible results for customers. We may, for example, be required to use reasonable diligence so that the price to the customer is as favorable as possible under prevailing market conditions, taking into account, among other things, the character of the market for the security, the size and type of the transaction, the number of markets checked, accessibility of quotations and the terms and conditions of the order as communicated by the customer. In such cases, although we are not required to examine every customer’s order individually for compliance, we must undertake regular and rigorous reviews of the quality of our customer order execution. We face the risk of investigations or penalties in the future related to our best execution practices. We might also be adversely affected in the future by regulatory changes related to our obligations with regard to best execution, and the existence of such an investigation, or any resulting penalty, settlement or fine, could cause us significant reputational harm. There is a risk that regulatory bodies may adopt additional regulation relating to best execution requirements as a result of heightened scrutiny or otherwise. Any such regulations could have an adverse impact on our business and one of our significant sources of revenue. We may be penalized if we fail to comply with these requirements and these requirements might be modified in the future in a way that could harm our business.

We are or may be subject to potential liability in connection with pending or threatened legal proceedings and other matters.

In addition to regulatory proceedings, we are also regularly involved in ongoing, pending or threatened litigation and other legal proceedings, and are or may be subject to potential liability in connection with them. Potential litigation matters include commercial litigation matters, securities litigation matters, data privacy, data protection and cybersecurity disputes, intellectual property disputes, contract disputes, consumer protection matters, and employment matters. This risk might be more pronounced during market downturns, during which the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased.

Litigation matters brought against us have in the past and might in the future require substantial management attention and might result in settlements, awards, injunctions, fines, penalties, and other adverse results. The course and outcome of legal matters are highly unpredictable, especially when a matter is still in its early stages, the damages sought are indeterminate or unsupported, significant facts are unclear or disputed and novel questions of law or other meaningful legal uncertainties exist. We are often unable to determine how or when threatened or pending legal matters and other contingent exposures will be resolved and what losses may be incrementally and ultimately incurred. Actual losses may be higher or lower than any amounts accrued or estimated for those matters and other exposures, possibly to a significant degree. A substantial judgment, settlement, fine, penalty, or injunctive relief could be material to our results of operations or cash flows for a particular period or could cause us significant reputational harm. For more information about the legal proceedings in which we are currently involved, see “Business” herein, as well as Note 15 “Commitments and Contingencies” in the notes to our audited consolidated financial statements included elsewhere in this prospectus.

We may pay fines or become subject to enforcement actions or litigation as a result of activity that pre-dated our ownership of a business that we have acquired.

We may in the future acquire businesses subject to regulatory inquiries, actions or proceedings, or that may become subject to inquiries, actions or proceedings arising out of operations that pre-date

 

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our ownership of such businesses. Any fines, enforcement actions, censure or other determinations by regulators that relate to periods prior to the closing of acquisitions we make are likely to have an adverse impact on us and the acquired business even though the activity in question related to periods prior to our ownership. While we have attempted, and will continue to attempt in the future, to mitigate the financial impact of such events with indemnity reserves or other methods, the efficacy of such protective measures may be insufficient to cover our losses and reputational harm may still occur. Our business, financial condition, results of operations and prospects may be adversely affected by any such inquiries, actions or proceedings.

Regulatory and legislative developments related to the use of AI could adversely affect our anticipated use and provision of AI-powered solutions in our applications, services and business.

As the regulatory framework for AI and similar technologies, including machine learning technology, generative AI and automated decision making, evolves, our business, financial condition and results of operations may be adversely affected. The regulatory framework for AI and similar technologies, and automated decision making, is changing rapidly. It is possible that new laws, rules, regulations and industry standards will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws, rules, regulations, industry standards and other legal obligations may be interpreted in ways that would affect our anticipated use and provision of AI-powered solutions in our applications, services and business. Several jurisdictions have already enacted, or are considering laws governing, the development and use of AI, such as the Regulation (EU) 2024/1689 (the “EU AI Act”) and the Colorado Artificial Intelligence Act. The EU AI Act sets out a risk-based framework, subjecting certain AI technologies to numerous compliance obligations, including transparency, conformity and risk assessment, monitoring and human oversight requirements. Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual revenues for the preceding financial year, whichever is the higher. Certain of our activities subject us to the EU AI Act and depending on how the EU AI Act is implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and services to comply with such obligations. We expect other jurisdictions will adopt similar laws. We may not be able to adequately anticipate or respond to these evolving laws rules, regulations, industry standards and other legal obligations, and we may need to expend additional resources to adjust our anticipated offerings in certain jurisdictions if applicable legal frameworks and industry standards are inconsistent across jurisdictions. In addition, because these technologies are themselves highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our anticipated use and provision of such technologies. Further, the cost to comply with such laws, rules, regulations, industry standards and other legal obligations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

Risks Related to Digital Assets

The future development and growth of digital assets are subject to a variety of factors that are difficult to predict and evaluate.

Although we do not currently offer digital asset trading on our platform, we intend to introduce digital assets, including stablecoins, as a new asset class in the near future and will be exposed to many of the risks associated with facilitating digital asset trading by our clients. If we begin offering digital asset trading on our platform and digital assets decline or do not grow as we expect, whether in terms of value, volume, demand or any other key performance metric, we may not see the anticipated benefits from introducing this new asset class onto our platform.

 

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The future growth and development of any digital assets, including stablecoins, and their underlying networks and other cryptographic and algorithmic protocols governing the creation, transfer and usage of digital assets represent a new and evolving paradigm that is subject to a variety of factors that are difficult to evaluate, including, among others, extreme price volatility or “black swan” events, regulatory changes and onerous regulations, difficulty in implementing software upgrades and changes to protocols, network forks, bugs, cybersecurity risks, risks related to the loss, destruction or unauthorized use or access of a private key, the vulnerability of the global supply chain to digital asset hardware disruption, difficulty in obtaining new hardware, software errors, lack of liquidity in digital asset markets, and failure to obtain banking services as a business that offers digital-asset-related services, and failure to obtain client adoption. Our introduction of digital assets on our platform may be delayed or impeded by industry-wide standards, regulatory scrutiny, legal restrictions, incompatible client expectations, demands, and preferences, or third-party intellectual property or other proprietary rights. We may encounter significant adverse developments in the completion and implementation, which may include time delays, cost overruns, loss of key personnel, technological problems, processing failures, distraction of management and other adverse developments.

In addition, acceptance and/or widespread use of digital assets is uncertain and the prices of digital assets can be extremely volatile. For example, since October 2024, the trading price of Bitcoin has fluctuated between a high of approximately $124,000 to a low of approximately $60,000. As a result, after we introduce digital assets onto our platform, the revenues we generate from digital asset trading on our platform may be impacted by the underlying trading prices of those digital assets and volume of digital asset transactions, which could adversely affect the success of our business, financial condition, results of operations and prospects. Moreover, the volatile nature of digital assets and the nature of the digital assets markets operating 24/7 may make it difficult for us to appropriately manage risks, which would put pressure on our internal systems and may adversely affect our business.

Our failure to safeguard and adequately custody our clients’ digital assets, or any failures in transacting with digital assets on our platform, could adversely impact our business, financial condition, results of operations and prospects.

As our business expands and as we add digital assets as an application on our platform, we will need to safeguard and custody our clients’ digital assets, which comes with risk. Although we may look to self-custody digital assets in the future, we will in the first instance rely on third-party providers to custody digital assets on our behalf. Although we believe that the third-party providers on which we intend to rely implement robust controls, no assurance can be given that these custody services will be fully secure and protected against incidents leading to asset losses across all jurisdictions. Any failure to safeguard our clients’ digital assets, including due to such custodians failing to backup secret shares of private keys, allowing inappropriate access or theft of digital assets, or failing to maintain effective controls over the custody and other settlement services provided to us, could adversely affect us.

Supported digital assets, including stablecoins, are not insured or guaranteed by any government or government agency. Our success and the success of our platform’s capabilities require significant public confidence in our and our partners’ ability to properly manage clients’ digital asset balances and handle large and growing transaction volumes and amounts of client assets. In addition, we will be dependent on our partners’ operations and financial condition for the proper maintenance, use, and safekeeping of these client assets. In addition, the relative novelty of digital assets may pose operational challenges and risks. In particular, some digital assets have limited operating histories and may have vulnerabilities that could be abused by malicious users. Those features could lead to novel operational risks related to the settlement and validation of transactions, which could result in fraudulent misuse of digital assets. Any failure by us or our partners to maintain the necessary controls or to manage client digital assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, significant financial losses, lead clients to discontinue or reduce their use of

 

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our and our partners’ applications, and result in significant penalties and fines and additional restrictions, which could adversely impact our business, financial condition, results of operations and prospects.

Our security technology is designed to prevent, detect, and mitigate inappropriate access to our systems by internal or external threats and we believe that our partners implement similar security measures. However, it is nevertheless possible that hackers, employees or service providers acting contrary to our policies or agreements, or others, could circumvent these safeguards to improperly access our systems or documents, or the systems or documents of our business partners, agents, or service providers, and improperly access, obtain, and/or misuse client digital assets and funds.

Third-party custodians typically hold insurance policies that cover digital assets up to specific limits. However, these insurance policies come with certain limitations and insurance coverage is often shared among multiple clients on a first-loss basis, meaning the full value of any loss may not be indemnified if a loss event impacts multiple clients simultaneously. Any loss of client cash or digital assets could result in a subsequent lapse in insurance coverage, which could cause a substantial business disruption, adverse reputational impact, inability to compete with our competitors, and regulatory investigations, inquiries, or actions. Additionally, transactions undertaken through our websites or other electronic channels may create or be exposed to risks of fraud, hacking, unauthorized access or acquisition, or other deceptive practices.

Any security incident resulting in a compromise of client assets could result in substantial costs to us and/or require us to notify impacted individuals, and in some cases regulators, of the possible or actual incident, expose us to regulatory inquiries, investigations and/or enforcement actions, potentially leading to substantial legal costs, regulatory fines, public reprimands and/or disciplinary actions, limit our ability to provide services, cause user discontinuation or reduction of use of services, cause the loss of clients or reduction in the use of our platform, and further subject us to litigation, significant financial losses, damage our reputation, and adversely affect our business, financial condition, results of operations, cash flows and the price of our Class A common stock.

Further, a number of errors can occur in the process of depositing or withdrawing digital assets into or from our clients’ accounts, such as typographical errors, mistakes, or the failure to include the information required by the blockchain network. We may encounter such incidents as we implement digital assets onto our platform, which could result in client disputes, damage to our brand and reputation, legal claims against us, and financial liabilities, any of which could adversely affect our business, financial condition, results of operations and prospects.

The legislative and regulatory environment governing digital assets is unclear, complex and changing rapidly, which may raise hurdles to our plans to introduce digital asset-related applications to our clients.

We intend to offer clients the ability to trade certain digital assets on our platform in the near future. The legislative and regulatory environment governing digital assets is unclear, complex and changing rapidly, which may pose hurdles to these plans. Digital assets are novel and their legal and regulatory treatment continues to evolve. Regulators may interpret or apply existing laws and regulations in a manner that would require us to either register and/or obtain licenses or applicable charters in one of a number of capacities or otherwise forgo this business. These potential requirements include, but are not limited to, registration as an MSB under the Bank Secrecy Act and the regulations promulgated by the FinCEN thereunder, licensing under the so called BitLicense scheme adopted by the New York Department of Financial Services (23 N.Y.C.R.R. § 200 et seq.), the California Digital Financial Assets Law Cal. Fin. Code Div 1.25, and/or applicable current or future laws and regulations of other jurisdictions, which would require us to comply with regulatory, licensing, examination and supervision requirements.

 

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In addition, there remains significant uncertainty as to which digital assets are securities, and which digital asset-related activities involve securities transactions, for purposes of U.S. federal and state securities laws. The classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of digital assets and digital asset related applications. These include whether secondary market intermediaries may be required to engage in their digital asset-related activities through registered brokers, dealers, exchanges, or clearing agencies, and if so, whether it is possible or practical for the laws and rules applicable to these entities to be complied with in connection with digital asset activities. In recent years, the SEC, and U.S. state securities regulators have alleged that certain digital assets are securities under U.S. federal and state securities laws. A number of enforcement actions, regulatory proceedings and private litigation were initiated against issuers and developers of digital assets, as well as against trading platforms that provide trading, exchange and clearing functions for digital assets. Many of the actions initiated by federal regulatory authorities have settled or have been withdrawn, but uncertainly in this area remains, and certain state regulators and private litigants continue to press claims based on these theories. If digital assets that we plan to offer services in relation to were deemed to be securities, it may inhibit or make our anticipated business impractical, or we could be subject to liability or other regulatory actions under applicable law.

The U.S. federal government, states and regulatory agencies may also enact new laws and regulations that could materially impact our ability to provide a digital asset offering or the consequences of doing so. For example, in July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 became the first federal law specifically regulating the issuance of stablecoins and other stablecoin-related matters in the United States. There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets, including registration and regulation of digital asset brokers, dealers and exchanges. For example, the Digital Asset Market Clarity Act (the “CLARITY Act”) was passed by the House of Representatives in July 2025 and the Senate Banking Committee released a draft of the Responsible Financial Innovation Act (“RFIA”). It is not possible to predict whether, or when, the CLARITY Act, RFIA or another similar bill to regulate digital asset markets and digital asset trading platforms may become law or what any such legislation, or any rules adopted thereunder, may entail that could pose challenges to our intended digital asset offering.

Developments regarding the treatment and reporting of digital assets for U.S. and foreign tax purposes could adversely impact our business.

Because of the new and evolving nature of digital assets and the lack of comprehensive legal and tax guidance regarding digital asset products and transactions, there is substantial uncertainty as to how digital asset transactions are currently subject to tax under U.S. and foreign tax law, and the taxation of digital asset transactions under U.S. and foreign tax law could change as new tax laws are adopted or new guidance is issued in the future. Our operations and dealings in, or in connection with, digital assets, as well as transactions in digital assets generally, could be subject to adverse tax consequences in the United States, including as a result of future changes and developments in U.S. and foreign tax laws, which in turn could have an adverse effect on the prices of digital assets and the development of trading markets for digital assets, which in turn could have an adverse effect on our business, financial condition, results of operations and prospects.

In 2014, the Internal Revenue Service (the “IRS”) released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. There can be no assurance that the IRS will not alter its position with respect to digital assets in the future, and there remains significant uncertainty with respect to the U.S. tax treatment of various digital asset transactions. In addition, the U.S. Infrastructure

 

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Investment and Jobs Act (the “IIJA”) implements a set of comprehensive tax information reporting rules that will apply to persons, including digital asset trading platforms and custodians, that regularly effect transfers of digital assets on behalf of other persons. In particular, these rules will require digital asset trading platforms and custodians to report certain digital asset transactions (including sales, exchanges and other transfers) effected on behalf of other persons on an annual return, in a manner similar to the current reporting rules for brokers that effect stock and other securities transactions on behalf of customers. The IIJA also extends the reporting requirements for businesses that receive more than $10,000 in cash in a transaction (or related transactions) to transactions involving the receipt of digital assets with a fair market value of more than $10,000. However, such extension to transactions involving the receipt of digital assets has been postponed pending the issuance of regulations. In July 2024, the IRS and the U.S. Department of the Treasury released final regulations to implement certain of these reporting rules (the “July 2024 final regulations”). The July 2024 final regulations’ definition of the term “broker” is broad and, in a number of respects, is unclear in scope, but generally requires custodial brokers and brokers acting as principals to perform information reporting and backup withholding functions. The July 2024 final regulations do not address all aspects of the IIJA information reporting regime and their application is uncertain in a number of respects, including with respect to the collection and reporting of cost basis information for digital assets and the scope of transactions subject to reporting. In December 2024, the IRS and the U.S. Department of the Treasury issued separate final regulations describing information reporting rules for non-custodial industry participants, but these regulations were repealed on April 10, 2025, under the Congressional Review Act. There can be no assurance that the same or similar regulations will not be authorized by future law.

The effects of the IIJA reporting regime and its application to us may depend in significant part on future Congressional action and further regulatory or other guidance from the IRS and could create significant compliance burdens and uncertainties for us and our clients, as could developments in the reporting regimes in other countries with respect to digital assets and digital asset transactions. These developments could also adversely affect the price of digital assets, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to this Offering and Ownership of Our Class A Common Stock

We will be a “controlled company” under Nasdaq listing rules and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors is held by an individual, a group or another company, we will be a “controlled company” under Nasdaq listing rules. Following the completion of this offering, Global Corp., through its ownership of all of the outstanding shares of our Class B common stock, will hold approximately 88.28% of the voting power of our capital stock outstanding at the time of completion of the offering (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock) which voting power may increase over time as equity awards granted to Global Corp. vest and settle or are exercised (including the Global Corp. RSUs granted pursuant to the Global Corp. RSU Agreement). If the Global Corp. RSUs granted pursuant to the Global Corp. RSU Agreement had vested and been settled immediately following the completion of this offering, Global Corp. would hold approximately 91.53% of the voting power of our outstanding capital stock. The Global Corp. RSUs and future issuances of equity awards to Global Corp. may further increase its voting power. As a result, we will be a “controlled company” under Nasdaq listing rules and will not be subject to the requirements that would otherwise require us to have: (i) a majority of “independent directors,” as defined under Nasdaq listing rules, (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors, and (iii) director nominees selected, or recommended for selection by our Board of Directors, either by a majority of the

 

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independent directors or a nominating committee composed solely of independent directors. As long as we remain a “controlled company” under Nasdaq listing rules, we could elect to rely on our “controlled company” exception and choose to not follow one or more of these standards. Any such election to not follow one or more of these standards could eliminate protections that would otherwise be available to holders of our Class A common stock.

Accordingly, Global Corp. will have the ability to substantially control us, including the ability to control the election of members of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, the approval of any merger or sale of substantially all of our assets and any other action requiring the approval of our stockholders. Each of Uriel Cohen, our Executive Chairman, and Elli Ausubel, our Executive Vice Chairman, is an officer and member of the board of directors of Global Corp. In addition, Uriel Cohen and Elli Ausubel, together with certain trusts and other entities affiliated with them, own a majority of the economic interest in Global Corp. This concentration of economic and voting power may also delay, defer or prevent an acquisition by a third-party or other change of control of us, and may make some transactions more difficult or impossible without the support of Global Corp., even if such events are in the best interests of holders of our Class A common stock, which may have an adverse impact on the market price of our Class A common stock. Global Corp.’s interests may not be fully aligned with those of the holders of shares of our Class A common stock.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could have an adverse effect on business, financial condition, results of operations and prospects, and make it more difficult to run our business or divert management’s attention from our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and Nasdaq listing rules, and compliance with these requirements will place significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems. We might not be successful in implementing these requirements and may be subject to enforcement or other regulatory proceedings. In addition, certain members of our management team have limited experience managing a public company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. As a result, they may not successfully or efficiently manage their new roles and responsibilities, our transition to being a public company subject to significant regulatory oversight, reporting obligations and the continuous scrutiny of securities analysts and investors.

Further, the expenses incurred by public companies generally for purposes of required reporting and corporate governance have been increasing. We expect these requirements to increase our legal and financial compliance costs and to make some activities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These requirements also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation, any of which could have an adverse effect on our business, financial condition, results of operation and prospects.

 

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Moreover, during the quarter in which this offering is completed, we will begin recognizing share-based compensation expense for stock options and RSUs that we have granted for which the service-based vesting condition has been met and for which the liquidity-based vesting condition (as defined below) is expected to be met within 180 days of the date of this prospectus. If the liquidity-based vesting condition had occurred on September 30, 2025, we would have recognized $173.1 million of share-based compensation expense. Upon completion of this offering, we expect to recognize share-based compensation expense of approximately $173.1 million for stock options and RSUs for which the service-based vesting condition was satisfied or partially satisfied as of the expected date of this offering as set forth on the cover page of this prospectus and for which we expect the liquidity-based vesting condition to be satisfied within 180 days of the date of this prospectus. Following this offering, our future cost of revenue and operating expenses, particularly during the quarter in which this offering is completed, will include a substantial amount of share-based compensation expense with respect to these stock options and RSUs, as well as any other equity awards we have granted and may grant in the future, which will have an adverse impact on our ability to maintain profitability.

We will qualify as an “emerging growth company” as of the completion of this offering, and any decision on our part to comply only with certain reduced reporting or disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

As an “emerging growth company,” as defined in the JOBS Act, we may choose to take advantage of exemptions available to us under the JOBS Act from certain of the reporting or disclosure requirements that are otherwise applicable to public companies in the United States, including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. We have elected not to opt out of the extended transition period. This election is irrevocable. However, investors may find shares of our Class A common stock less attractive if we rely on any of the other exemptions available to emerging growth companies. If some investors find our Class A common stock less attractive as a result of any such choices made by us, there could be an adverse impact on the market price of our Class A common stock.

We will remain as an emerging growth company until the earliest of (i) the end of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the end of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, or (iv) the date on which we qualify as a “large accelerated filer” under the Exchange Act, which may take place if the aggregate worldwide market value of the outstanding shares of our Class A common stock that are held by non-affiliates of us is at least $700.0 million as of the last business day of our then most recently completed second fiscal quarter. If and after we cease to be an emerging growth company, we will not be entitled to the exemptions provided by the JOBS Act discussed above.

In connection with the preparation of our audited consolidated financial statements included elsewhere in this prospectus, we identified two material weaknesses in our internal control over financial reporting. While remediation efforts are underway, these material weaknesses remain in place as of the date of this prospectus. If we are unable to remediate our material

 

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weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which could affect the reliability of our financial statements and have other adverse consequences.

We have been a private company since our inception and, as such, we have not had the same internal control over financial reporting requirements as a publicly traded company.

We previously identified material weaknesses in our internal control over financial reporting, which consisted of (i) a lack of properly designed controls with sufficient precision to tie out supporting financial documentation, and (ii) a lack of sufficient resources to appropriately address complex technical accounting considerations, each of which resulted in errors in the presentation of certain line items in historical consolidated financial statements which we subsequently corrected prior to the filing of the registration statement of which this prospectus forms a part.

We have initiated a remediation plan with respect to the identified material weaknesses, which includes the following remediation measures:

 

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We hired additional qualified accounting personnel to bolster our technical reporting capabilities. We implemented controls to formalize roles and review responsibilities to align with our team’s skills and experience and implemented formal controls over the required disclosures in the financial statements and the accounting of material matters. We evaluated our resource needs and will continue to evaluate and hire additional resources as needed to support our growth.

 

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We designed and implemented procedures and controls to identify and account for complex accounting transactions and other technical accounting and financial reporting matters including accounting memoranda addressing these matters.

 

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We also engaged and will continue to engage external consultants with appropriate expertise for more complex technical accounting issues, specifically related to acquisitions, asset purchases and new accounting standards, which supplements our internal resources and allows us to scale our accounting processes to match growth and changes in our business and operations.

 

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We designed and implemented controls to, among other things, optimize automation to enhance our financial statement close process, reduce the number of manual journal entries, enforce segregation of duties and facilitate the proper review of journal entries.

 

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We formalized accounting processes, policies and procedures supporting our financial close process, including creating standard balance sheet reconciliation templates, and formalized procedures over the review of financial statements.

While we believe these efforts will improve our internal controls and address the underlying causes of the material weaknesses, such material weaknesses will not be remediated until our remediation plan has been fully implemented and we have concluded that our controls are operating effectively for a sufficient period of time. The measures we have implemented and the measures that we are continuing to implement may not be sufficient to remediate the material weaknesses on a timely basis, or at all. In addition, we or our independent registered public accounting firm may identify additional material weaknesses in the future. While we are working to remediate these material weaknesses as timely and efficiently as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with the implementation of this remediation plan, nor can we provide an estimate of the time it will take to complete this remediation plan.

 

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Although we are still in the process of remediating the material weaknesses identified, the errors in our historical financial statements were corrected prior to the filing of the registration statement of which this prospectus forms a part, and as a result, our audited consolidated financial statements included elsewhere in this prospectus do not contain any uncorrected errors. While these errors have been corrected, there can be no assurance that we may not have similar or material errors in any future financial statements which may require restatements of our financial statements. Any such restatements could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Our independent registered public accounting firm is not required to report on the effectiveness of our internal control over financial reporting until after we are no longer an EGC as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse, which would occur in the event we have a material weakness in our internal control over financial reporting. If new material weaknesses are identified in our internal control over financial reporting, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Class A common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to internal-use software and equity-based compensation. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations may be adversely affected and may fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

Our financial results may be negatively impacted by changes in generally accepted accounting principles in the United States.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various other bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the

 

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integrity of financial reporting and internal controls and many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred in the past and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

Further, there has been limited precedent for the financial accounting of digital assets and related valuation and revenue recognition. As we implement digital assets onto our platform, we will be subject to new and regularly changing principles that may be difficult to implement and timely and costly to comply with. For example, in December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (ASU 2023-08): Accounting for and Disclosure of Crypto Assets, which represents a significant change in how entities that hold digital assets will account for certain of those holdings. Previously, digital assets held were accounted for as intangible assets with indefinite useful lives, which required us to measure digital assets at cost less impairment. Additionally, on March 31, 2022, the staff of the SEC issued Staff Accounting Bulletin No. 121 (“SAB 121”), which represented a significant change regarding how a company safeguarding digital assets held for its platform users reports such digital assets on its balance sheet and required retrospective application as of January 1, 2022. In January 2025, the staff of the SEC issued SAB No. 122, which rescinds the previously issued interpretive guidance included within SAB 121. Such uncertainties in and changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, financial condition and results of operations and prospects.

The market price of our Class A common stock may be volatile and may decline regardless of our operating performance.

The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

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actual or anticipated fluctuations in our results of operations;

 

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failure of securities analysts to maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us or our results of operations failing to meet any of such estimates or the expectations of investors;

 

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announcements by our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

 

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changes in operating performance and stock market valuations of financial services companies generally, or those in the clearing and brokerage industries in particular;

 

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 

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sales of large blocks of our stock, as well as the anticipation of any lock-up releases;

 

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departures of key personnel;

 

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litigation and government investigations;

 

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changes in statutes, rules or regulations applicable to our business; and

 

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general economic and political conditions in the United States and the other countries in which we operate.

 

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In addition, the cornerstone investor has indicated an interest in purchasing up to an aggregate of $200 million of shares of our Class A common stock in this offering at the initial public offering price. The shares to be purchased by the cornerstone investor will not be subject to a lock-up agreement with the underwriters. Because this indication of interest is not a binding agreement or commitment to purchase, the cornerstone investor may determine to purchase more, less or no shares in this offering or the underwriters may determine to sell more, less or no shares to the cornerstone investor. The underwriters will receive the same discount on any shares of our Class A common stock purchased by the cornerstone investor as they will from any other shares sold to the public in this offering. If the cornerstone investor is allocated all or a portion (or more) of the shares of Class A common stock in which it has indicated an interest in purchasing in this offering, and purchases any such shares, such purchase could reduce the available public float for our Class A common stock if the cornerstone investor holds such Class A common stock long term.

The stock market from time to time experiences extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their operating results. In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs and divert management’s attention and resources.

An active trading market for our Class A common stock may not develop or, if it does develop, be sustained.

Prior to this offering, there has been no public market for shares of our Class A common stock. Our Class A common stock is expected to be listed on Nasdaq under the symbol “CLRS” and to trade on that market and others. We cannot assure you that an active trading market for our Class A common stock will develop or, if it does develop, be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock. The initial public offering price of shares of our Class A common stock is, or will be, determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of shares of our Class A common stock may decline below the initial public offering price, and you may not be able to resell your shares of our Class A common stock at or above the initial public offering price.

Following this offering, all shares of our Series A preferred stock originally issued to investors will remain outstanding, and the holders of our Series A preferred stock will retain rights that could impact the value of our Class A common stock and impact our business, financial condition, and results of operations and prospects.

Upon the completion of this offering, all shares of our Series A preferred stock will remain outstanding and will retain rights that could impact the value of our Class A common stock, our business and operations. For example, in the event of our voluntary or involuntary liquidation, dissolution, or winding up, the holders of our Series A preferred stock will be entitled to receive out of the net assets legally available for distribution to stockholders prior and in preference to any distribution of any assets to holders of our Class A common stock, and in the event of a deemed liquidation event (as defined in our New Charter), the holders of our Series A preferred stock will be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds (as defined in our New Charter), on a pari passu basis, an amount per share equal to the sum of an amount per share of $25.00 for each then-outstanding share of Series A preferred stock, which is equal to $24.0 million as of the date of this prospectus, plus any accrued but unpaid dividends on such shares. Additionally, whenever dividends on any shares of Series A preferred stock are in arrears for six or more dividend periods, the size of our Board of Directors will increase by two

 

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directors, and the holders of our Series A preferred stock will have the right to elect two directors. No dividends are currently in arrears on our Series A preferred stock, and as such, the Series A preferred stock do not currently have the ability to nominate any members of our Board of Directors.

Holders of our Series A preferred stock will also be entitled to receive quarterly dividends payable in preference and priority to any payment of any dividend on common stock and no dividend may be paid on our Class A common stock unless all accrued and unpaid dividends as of such date have been declared and paid or declared and a sum sufficient for the payment thereof has been reserved. As of the date of this prospectus, holders of our Series A preferred stock are not entitled to any unpaid dividends that would be required to be paid prior to the completion of this offering. We do not currently have any intention to use the proceeds from this offering to redeem the outstanding Series A preferred stock, though we may in the future choose to do so. See “Description of Capital Stock—Preferred Stock—Series A Preferred Stock.” The market price of our Class A common stock could be adversely affected by the preference rights of the Series A preferred stock.

If you purchase shares of our Class A common stock in this offering, you will experience immediate and substantial dilution.

An initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, is substantially higher than the pro forma as adjusted net tangible book value per share of $8.09 per share of our common stock as of September 30, 2025 (after giving effect to the Pre-IPO Transactions). Investors purchasing shares of our Class A common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share of our common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will incur immediate and substantial dilution of $33.91 per share. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased shares prior to this offering. See “Dilution.”

The issuance by us of additional shares of any class of common stock or convertible securities may dilute your ownership and could adversely affect our stock price.

As of September 30, 2025, there were an aggregate of 9,699,667 shares of Class A common stock issuable upon the vesting and exercise of outstanding stock options at a weighted average exercise price of $8.60 per share and 30,235,263 shares of Class A common stock issuable upon the vesting and settlement of outstanding RSUs. In addition, we granted an additional 2,125,077 RSUs (excluding the Global Corp. RSUs) following September 30, 2025. Substantially all of our stock options and RSUs are subject to both a service-based vesting condition and a liquidity-based vesting condition. The service-based vesting condition has been or will be satisfied as of the date of this prospectus for 4,602,312 of such outstanding stock options and 20,577,106 of such outstanding RSUs. The liquidity-based vesting condition will be satisfied upon the earlier of (i) 180 days from the date of this prospectus and (ii) a change in control (as defined in the 2021 Plan); provided in either case that the optionholder or RSU holder remains in continuous service status on such date (the “liquidity-based vesting condition”). The vesting and exercise or settlement of any of these options or RSUs into shares of our Class A common stock would result in additional dilution. In addition, you may experience dilution following the consummation of the Boom Acquisition. We expect to pay $35.0 million of the transaction consideration in the form of newly-issued Class A common stock based on fair market value determined at the time of closing, with the remaining consideration of approximately $35.0 million to be paid in cash. In addition, we may also issue up to $50.0 million of Class A common stock paid over two years post-closing of the Boom Acquisition subject to Boom Securities’ achievement of agreed financial and operational targets, which would result in additional dilution.

From time to time in the future, we may also issue additional shares of our common stock or securities convertible into shares of our common stock. The issuance by us of additional shares of our

 

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common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

Future sales of shares by our existing stockholders could cause our stock price to decline.

Sales of a substantial number of shares of our Class A common stock following the closing of this offering (and in particular sales by our directors, executive officers, and significant stockholders), or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A common stock. If existing holders of our Class A common stock sell or indicate an intention to sell in the public market substantial amounts of our Class A common stock, the market price of our Class A common stock could be adversely affected.

Upon the completion of this offering, 155,290,972 shares of Class A common stock (or 158,862,400 shares of Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full) will be outstanding, 112,605,223 shares of Class B common stock will be outstanding and 960,000 shares of our Series A preferred stock will be outstanding. All of the shares of Class A common stock sold in this offering will be freely transferable without restriction or registration under the Securities Act, except any shares held by our affiliates (as that term is defined in Rule 144 under the Securities Act). The remaining shares of Class A common stock outstanding upon the completion of this offering, and any shares of Class A common stock issued upon conversion of our Class B common stock, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold in the public market only if registered or pursuant to an exemption from registration, such as Rule 144 under the Securities Act.

We and all of our directors, executive officers and holders of substantially all of our equity securities are subject to lock-up agreements with the underwriters or certain market standoff agreements with us, in each case on the respective terms described in the section titled “Underwriting (Conflicts of Interest),” which would prohibit the sale of their shares of Class A common stock during the restricted period described therein, subject to certain exceptions. Upon the expiration of such restricted period, such stockholders will be able to sell our shares of Class A common stock in the public market. In addition, Goldman Sachs & Co. LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and UBS Securities LLC may release the Class A common stock and other securities subject to the lock-up and market standoff agreements in whole or in part at any time. For more information about these lock-up and market standoff agreements, see the sections titled “Shares Eligible for Future Sale” and “Underwriting (Conflicts of Interest).”

In addition, as of September 30, 2025, there were an aggregate of 9,699,667 shares of Class A common stock issuable upon the vesting and exercise of outstanding stock options and 30,235,263 shares of Class A common stock issuable upon the vesting and exercise of outstanding RSUs (excluding the Global Corp. RSUs), and future issuances under the 2026 Plan will become eligible for sale in the public market in the future. We intend to register for public resale under the Securities Act all of the shares of Class A common stock issuable upon exercise of these options and any options or RSUs that may vest or other equity incentives we may grant in the future. See “Shares Eligible for Future Sale” for a more detailed description of sales that might occur in the future. Such shares of Class A common stock will become eligible for sale in the public market once the RSUs are settled and to the extent such options are exercised, subject to contractual limitations (including the market standoff and lock-up agreements described in “Underwriting (Conflicts of Interest)”) and compliance with applicable securities laws.

 

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Further, pursuant to our Amended and Restated Investors’ Rights Agreement, dated as of December 18, 2025, by and among us and the investors party thereto (as amended from time to time, the “Investors’ Rights Agreement”), holders of approximately 213,956,276 shares of Class A common stock (or securities convertible into shares of our Class A common stock, including our Class B common stock), or approximately 79.87% of our common stock outstanding upon the completion of this offering, will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

Any sales, short sales, or hedging transactions involving our equity securities, whether before or after this offering and whether or not we believe them to be prohibited, or if it is perceived that any of our equity securities will be sold, could adversely affect the price of our Class A common stock.

We have broad discretion in how we use the net proceeds from this offering, and we may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these proceeds effectively could adversely affect our business, financial condition, and results of operations. Pending their use, we may invest our proceeds in a manner that does not produce income or that loses value. Our investments may not yield a favorable return to our investors and may negatively impact the price of our Class A common stock.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about or affecting us, or if they downgrade their recommendations regarding our Class A common stock, the market price of our Class A common stock could be adversely affected.

The trading market for our Class A common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our competitors, or the market for our platform and the services we offer in general. If one or more of the analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide a more favorable recommendation about our competitors, or publish unfavorable research about our business, the market price or trading volume of our Class A common stock could be adversely affected. In addition, we expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not align with the results that we expect, or accurately predict actual results, and the market price could be further adversely affected if actual results do not match the projections of these securities research analysts. While we expect research analyst coverage, if no analysts commence coverage of us, the market price and trading volume for shares of our Class A common stock could be adversely affected. If any analyst were to cease coverage of us or failed to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could have an adverse effect on the market price or trading volume of our Class A common stock.

Delaware law and provisions in our New Charter and New Bylaws that will go into effect upon the completion of this offering could make a merger, tender offer, or proxy contest difficult, thereby negatively affecting the market price of our Class A common stock.

Our amended and restated certificate of incorporation that will go into effect upon the completion of this offering includes provisions that could depress the market price of our Class A common stock by

 

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acting to discourage, delay, or prevent a change of control of us or changes in our management that our stockholders may deem advantageous. These provisions include the following:

 

•

the right of our Board of Directors to establish the number of directors and fill any vacancies and newly created directorships;

 

•

director removal solely for cause, other than at the end of a director’s term (except that prior to the Trigger Date, directors may be removed by our stockholders with or without cause);

 

•

super-majority voting to amend certain provisions of our New Charter and any provision of our New Bylaws;

 

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the right of our Board of Directors to issue authorized but unissued shares of our Class A common stock and to designate the terms of series, and issue shares, of “blank check” preferred stock of us without stockholder approval;

 

•

our Board of Director’s ability to use “blank check” preferred stock to, among other things, implement a stockholder rights plan or otherwise deter attempts to take control of us;

 

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no ability of our stockholders to call special meetings of stockholders;

 

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right of our stockholders to act by majority written consent for so long as Global Corp. and its permitted transferees hold more than 50% of voting power of the combined total of shares of our Class A common stock and Class B common stock outstanding;

 

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limitations on the liability of, and the provision of indemnification to, our director and officers;

 

•

the right of our Board of Directors to add to, amend or repeal our bylaws; and

 

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advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual meetings of stockholders.

In addition, we have elected not to be subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date such person becomes an interested stockholder, unless the business combination or the transaction in which such person becomes an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors and could discourage takeover attempts that might result in a premium over the market price for shares of our Class A common stock.

Any provision of our certificate of incorporation or bylaws, as in effect upon the completion of this offering or thereafter, that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

We are subject to various change-in-control or similar regimes, which may require investors or us to obtain certain regulatory approvals prior to completing changes in our shareholdings, control or corporate structure.

Investors may be required to obtain various regulatory consents or permissions, or comply with additional requirements and procedures, before acquiring significant interest in, or control over, directly or indirectly, certain of our regulated subsidiaries, including Clear Street UK Limited. It is generally expected that any investor proposing to acquire more than 9.99% of our Class A common stock or

 

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voting power, directly or indirectly, or proposing to increase its existing holdings above certain specified thresholds, would likely be required, by virtue of us controlling a number of regulated entities, to obtain approval from multiple regulators in different jurisdictions, including from regulators that may not currently supervise us or any of our subsidiaries (as a result of, for example, changes in applicable laws and regulations, internal reorganization, our future expansion into additional geographies or offerings, or acquisitions of new regulated entities). For example, the Financial Services and Markets Act of 2000 generally provides that prior approval from the FCA must be obtained in connection with any transaction resulting in a person or an entity holding, directly or indirectly, 10% or more of the equity or voting power of a U.K. authorized person or the parent of a U.K. authorized person. Therefore, for so long as we remain the parent entity of Clear Street UK Limited, our U.K. authorized subsidiary subject to the FCA supervision, any person wanting to acquire 10% or more of our shares will need to first obtain authorization from the FCA. Any failure to do so could subject the acquirer to various penalties, including criminal sanctions. Similar restrictions and limitations also apply to us because we control a number of licensed entities in the United States that are subject to regulatory oversight and supervision by various regulatory agencies in such jurisdictions, and will apply to us once we obtain a license in the Netherlands, for which we have applied, among other jurisdictions. For example, like the FCA, the Dutch Financial Supervision Act will require notification of De Nederlandsche Bank of certain acquisitions of our Class A common stock above 10% and certain other specified thresholds. The restrictions discussed above may limit our flexibility in managing our corporate structure, including with respect to disposition of our regulated subsidiaries, which could adversely affect our business, financial condition, results of operations and future prospects.

Our future efforts to sell shares of our common stock, raise additional capital or be acquired by a third-party may be delayed or prohibited by regulations.

As certain of our subsidiaries are members of FINRA and other SROs, we are subject to certain regulations regarding changes in ownership or control and material changes in operations. For example, FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with certain change of ownership or control transactions, such as a transaction that results in a single entity or person owning 25% or more our equity.

We may also be subject to similar restrictions in other jurisdictions in which we operate. These regulations could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of our Class A common stock in the future, which could reduce the market price of our Class A common stock. Further, our future efforts to sell shares of our common stock or raise additional capital may be delayed or prohibited.

Our New Charter will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our New Charter, as will be in effect immediately prior to the completion of this offering, will provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

 

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any derivative action or proceeding brought on our behalf;

 

•

any action asserting a breach of fiduciary duty owed by our current or former director, officer or other employee or any of our stockholders;

 

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any action or proceeding asserting a claim against us or any current or former director, officer or other employee or any of our stockholder arising under the DGCL, the New Charter or the New Bylaws; and

 

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•

any action or proceeding asserting a claim against us or any current or former director, officer or other employee or any of our stockholders that is governed by the internal affairs doctrine.

The provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over claims arising under the Securities Act. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions.

Our New Charter that will go into effect upon the completion of this offering includes a provision renouncing any interest on our part in certain corporate opportunities offered to any of our non-employee directors, which may prevent us from receiving the benefit of certain corporate opportunities.

A general principle of corporate law commonly referred to as the “corporate opportunity” doctrine provides that corporate fiduciaries, as part of their duty of loyalty to a corporation and its stockholders, may not take for themselves an opportunity that in fairness should belong to the corporation. However, Section 122(17) of the DGCL expressly permits a Delaware corporation to renounce in its certificate of incorporation any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or its officers, directors or stockholders. Our New Charter that will go into effect upon the completion of this offering will include a provision renouncing any interest on our part in any corporate opportunity offered to any of our directors or Global Corp. unless such opportunity is expressly offered to such person solely in his or her capacity as our director. It is possible that this provision could prevent us from being able to participate in future transactions which might have been beneficial to us and our stockholders, which could, in turn, have an adverse effect on our business, financial condition, results of operations and prospects.

We are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses.

We are a holding company and our principal asset is our ownership of our subsidiaries. We have no independent means of generating revenue and our ability to pay taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the results of operations and cash flows of our subsidiaries. Deterioration in the financial conditions, earnings or cash flow of our subsidiaries for any reason could limit or impair their ability to pay distributions to us. Additionally, to the extent that we need funds and our subsidiaries are restricted from making such distributions to us

 

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under applicable law or regulation, as a result of covenants in their debt agreements or otherwise, we may not be able to obtain such funds on terms acceptable to us, or at all, which could have an adverse effect on our liquidity and financial condition, including on our ability to pay dividends, if any, taxes and other expenses.

We do not intend to pay dividends on our common stock for the foreseeable future.

We expect that for the foreseeable future we will retain any earnings to finance the operation and expansion of our business, and while holders of our Series A preferred stock are entitled to quarterly dividends, we do not expect to declare or pay any dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board of Directors. Even if our Board of Directors declares a dividend on our common stock in the future, our New Charter, which will be in effect immediately prior to the completion of this offering, will provide that holders of our Series A preferred stock will be entitled to receive quarterly dividends payable in preference and priority to any payment of any dividend on common stock and that no dividend may be paid on our Class A common stock or Class B common stock unless all accrued and unpaid dividends as of such date have been declared and paid or declared and a sum sufficient for the payment thereof has been reserved. Moreover, the terms of any credit facilities entered into by us or any of our subsidiaries may restrict our ability to pay dividends. As a result, holders of shares of our Class A common stock will need to rely on sales of their shares after any price appreciation as the only way to realize any future gains on their investment.

The dual class structure of our common stock will have the effect of concentrating voting power with Global Corp., and we cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

Each share of our Class B common stock is entitled to ten votes per share, while each share of our Class A common stock, which is the equity being offered by means of this prospectus, entitles its holder to one vote per share. Upon the completion of this offering, Global Corp. will hold all of our issued and outstanding Class B common stock. Accordingly, upon completion of this offering, Global Corp. will beneficially own approximately 88.28% of the voting power of our outstanding capital stock (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock), which voting power may increase over time. Future transfers of Class B common stock will generally result in such shares automatically converting into shares of Class A common stock, except for certain permitted transfers described in our New Charter. All outstanding shares of Class B common stock will convert automatically into shares of our Class A common stock upon the Final Conversion Date. See also “—We will be a “controlled company” under Nasdaq listing rules and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.”

As a result, Global Corp. will be able to significantly influence all matters submitted to our stockholders for approval, as well as our management and affairs, and it may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership control may:

 

•

delay or prevent a change in control;

 

•

entrench our management and our Board of Directors; or

 

•

impede a merger, consolidation, takeover, or other business combination involving us that other stockholders may desire.

Any such actions could deprive our stockholders of an opportunity to receive a premium for their shares of Class A common stock as part of a sale of our company and might ultimately affect the market

 

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price of our Class A common stock. In addition, certain regulatory authorities provide that acquisition by any party of more than 9.99% of our outstanding shares of capital stock or voting power requires a license by such regulatory authorities or such ownership is otherwise approved. See also “—We are subject to various change-in-control or similar regimes, which may require investors or us to obtain certain regulatory approvals prior to completing changes in our shareholdings, control or corporate structure.” Our New Charter and New Bylaws include provisions designed to help implement these requirements, which may impact shareholders’ ability to vote or receive distributions with respect to any shares in excess of the foregoing limitation. For additional information about our dual class structure, including the regulatory limitations on ownership, see the section titled “Description of Capital Stock.”

Further, we cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, adverse publicity or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. For example, several stockholder advisory firms have announced their opposition to the use of multiple class structures and our multiple class structure may cause stockholders advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of our Class A common stock could be adversely affected. As a result, the market price of our Class A common stock could be adversely affected.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations, estimates and projections relating to our industry, financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

 

•

our ability to sustain profitability and manage our growth effectively;

 

•

our ability to manage risk, including liquidity and credit risk;

 

•

regulatory inquiries and investigations;

 

•

our ability to attract and retain key personnel and highly qualified personnel;

 

•

our ability to sustain the proper functioning of our platform;

 

•

our ability to continue to innovate in a competitive space;

 

•

our ability to comply with a complex and evolving regulatory landscape;

 

•

the impact of negative publicity on our brand and reputation;

 

•

our ability to attract new clients and drive engagement with our platform;

 

•

system failures, cyber security threats and other disruptions;

 

•

risks related to AI, including dependence on third-party models, uncertainty in the regulatory landscape, potential harm from inaccurate or biased outputs, and reputational or liability risks arising from misuse;

 

•

risks associated with the development of new services and applications and the introduction of new asset classes and financial instruments;

 

•

our ability to successfully enter new geographic markets, including expansion into international markets, and comply with any applicable laws and regulations;

 

•

changes in general economic or political conditions;

 

•

the impact of accounting standards issued but not yet adopted;

 

•

the increased expenses associated with being a public company;

 

•

our intended use of proceeds from this offering; and

 

•

other factors disclosed in the section entitled “Risk Factors” and elsewhere in the prospectus.

This list of factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking

 

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statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a very competitive and evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements speak only as of the date of this prospectus and are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect.

 

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USE OF PROCEEDS

We estimate that the net proceeds of this offering will be approximately $922.4 million, or approximately $1,063.7 million if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, assuming an initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us. We will receive all proceeds from sales of shares in this offering made to the public through CS LLC. See “Underwriting (Conflicts of Interest).”

The principal purpose of this offering is to increase our capitalization and financial flexibility. We intend to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes. We may also use a portion of our net proceeds to acquire or invest in complementary businesses, products, services or technologies. As of the date of this prospectus we do not have agreements or commitments for any acquisitions or investments. In addition, we do not currently have any intention to use the proceeds from this offering to redeem the outstanding Series A preferred stock, though we may in the future choose to do so.

Our expected use of the net proceeds of this offering represents our intentions based upon our existing plans and the current status of our business. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses summarized above. Accordingly, our management will have broad discretion in the application of the net proceeds of this offering, and investors will be relying on the judgment of our management regarding our use of the net proceeds. While we expect to use the net proceeds for the purposes described above, the timing and amount of our actual expenditures will be based on many factors, including cash flows from operations, the anticipated growth of our business, any strategic acquisitions we may pursue, and the availability and terms of alternative financing sources to fund our growth.

Each $1.00 increase or decrease in the assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $22.4 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 increase or decrease in the number of shares offered would increase or decrease the net proceeds to us from this offering by approximately $39.6 million, assuming that the initial public offering price per share for this offering remains at $42.00, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us.

 

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DIVIDEND POLICY

We currently expect to retain all available funds and any future earnings to fund the development, operation and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future on our common stock. Holders of the Series A preferred stock are entitled to receive quarterly dividends at a cumulative rate of 7.0% per annum up to, but excluding, the First Reset Date. From and after the First Reset Date, the holders of the Series A preferred stock are entitled to quarterly dividends at a cumulative rate equal to the sum of the five-year treasury date on the applicable Reset Date and 6.0%. The dividend rate on the Series A preferred stock resets on every Reset Date.

Additionally, because we are a holding company, our ability to pay dividends on our common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends on our common stock will be at the discretion of our Board of Directors, subject to compliance with regulatory capital requirements at certain of our subsidiaries, as well as covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, and capitalization as of September 30, 2025 on:

 

•

an actual basis;

 

•

a pro forma basis giving effect to (i) the Share Reclassification as if it occurred on September 30, 2025, (ii) Warrant Exercise, as if such exercise occurred on September 30, 2025, (iii) the Mirror Forfeitures, as if such forfeitures occurred on September 30, 2025, (iv) the Series C Issuances, as if such issuances occurred on September 30, 2025, (v) the issuance of Class A common stock in the Pulse Acquisition, as if such issuance occurred on September 30, 2025, (vi) the Preferred Stock Conversion, as if such conversion occurred on September 30, 2025, (vii) the issuance and sale of $78.5 million of 2030 Notes in January 2026, (viii) the repayment in full of all outstanding 2025 Notes upon maturity as if it occurred on September 30, 2025, and (ix) the filing and effectiveness of our New Charter and the adoption and effectiveness of our New Bylaws; and

 

•

on a pro forma as adjusted basis to give further effect to our issuance and sale of shares of our Class A common stock in this offering at an assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us, excluding share-based compensation expense of $173.1 million related to the vesting of certain stock options and RSUs for which the service-based vesting condition has been met as of the date of this prospectus and for which the liquidity-based vesting condition is expected to be met within 180 days of the date of this prospectus and the application of the net proceeds of this offering as set forth under “Use of Proceeds.”

Our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes appearing at the end of this prospectus and the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock.”

 

		As of September 30, 2025
(in thousands, except share and per share amounts)		Actual				Pro Forma				Pro Forma As Adjusted(9)(10)
Cash and cash equivalents		$	327,392			$	575,709				1,498,875
Indebtedness:
Revolving Credit Agreement(1)(2)			—				—				—
Uncommitted Credit Agreement(3)			—				—				—
Revolving Credit Agreement—UK(4)			—				—				—
2025 Senior Unsecured Notes(5)			45,000				—				—
2026 Senior Unsecured Notes(6)			46,500				46,500				46,500
2029 Senior Unsecured Notes(7)			80,000				80,000				80,000
2030 Senior Unsecured Notes(8)			221,500				300,000				300,000
Total indebtedness			393,000				426,500				426,500
Warrant Liability			131,317
Temporary equity:
Series A preferred stock, $0.00001 par value; 1,400,000 shares authorized, 960,000 issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			23,808				—				—

 

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		As of September 30, 2025
(in thousands, except share and per share amounts)		Actual(1)				Pro Forma				Pro Forma As Adjusted(9)(10)
Series B preferred stock, $0.00001 par value; 97,873,350 shares authorized, 87,693,709 issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			732,129				—				—
Stockholders’ equity:
Class A common stock, $0.00001 par value; 294,864,597 shares authorized, 30,339,673 shares issued and outstanding, actual; 3,500,000,000 shares authorized, 131,481,448 shares issued and outstanding, pro forma; 3,500,000,000 shares authorized, 155,290,972 shares issued and outstanding, pro forma as adjusted			—				1				1
Class X common stock, no par value; 130,373,000 shares authorized, no shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted			—				—				—
Class Z common stock, $0.00001 par value; 130,373,000 shares authorized, 112,605,223 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted			1				—				—
Class B common stock, $0.00001 par value; no shares authorized, issued and outstanding, actual; 112,605,223 shares authorized, 112,605,223 shares issued and outstanding, pro forma; 112,605,223 shares authorized, 112,605,223 shares issued and outstanding, pro forma and pro forma as adjusted			—				1				1
Preferred stock, $0.00001 par value; no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized, 960,000 shares issued and outstanding, pro forma; 100,000,000 shares authorized, 960,000 shares issued and outstanding, pro forma as adjusted			—				23,808				23,808
Additional paid-in capital			31,871				1,107,530				2,209,310
Retained earnings			151,860				154,375				78,558
Cumulative translation adjustments			(481	)			(481	)			(481	)
Total stockholder’s equity			183,251				1,285,234				2,311,197
Total capitalization		$	1,332,188			$	1,711,734			$	2,737,697

(1)

Total available borrowings under the Revolving Credit Agreement are $515.0 million. On November 7, 2025, CS LLC increased its available borrowings under the Revolving Credit Agreement to $980.0 million. See Note 9 “Borrowings” in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

(2)	Excludes $4.3 million of deferred debt issuance costs incurred in connection with the increase in total available borrowings in November 2025.

(3)	Total available borrowings under the Uncommitted Credit Agreement are $200.0 million.

(4)	Total available borrowings under the Revolving Credit Agreement—UK are $55.0 million.

(5)	On October 15, 2025, the 2025 Notes matured and we fully repaid all amounts outstanding under the 2025 Notes.

(6)	Excludes $0.1 million of deferred debt issuance costs.

 

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(7)	Excludes $1.3 million of deferred debt issuance costs.

(8)

Excludes $4.7 million of deferred debt issuance costs. On January 13, 2026, CSH LLC completed an add-on issuance of $78.5 million of its 2030 Notes, increasing the outstanding principal amount to $300.0 million. See Note 9 “Borrowings” in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

(9)

Each $1.00 increase or decrease in the assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $22.4 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us. Each 1,000,000 share increase or decrease in the number of shares of Class A common stock offered by us in this offering would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and total capitalization on a pro forma as adjusted basis by approximately $39.6 million, assuming that the assumed initial public offering price remains the same, and after deducting certain of the underwriting discounts and commissions and estimated offering expenses payable by us.

(10)	The pro forma as adjusted cash and cash equivalents includes all proceeds to us from sales of shares of our Class A common stock in this offering made to the public through CS LLC.

 

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Founder’s Letter

When I started my career, I came to appreciate the extraordinary accomplishment of capital markets infrastructure. But it was clear that the foundations had been built for an earlier era.

I lived with those limitations firsthand as a trader. The market infrastructure we relied on failed to deliver consistent and timely information. Risk was often mismeasured, and balances took time to reconcile.

My assumption was that this infrastructure would eventually be rebuilt by the largest institutions. Each time I asked, the answer was the same: it would take years, cost billions, and carry significant execution risk. Incremental patching was the practical choice for them.

In 2018, I partnered with Chris Pento and Sachin Kumar, two industry veterans who shared my frustrations. Together, we founded Clear Street to rebuild core capital markets infrastructure from the ground up.

We started with the records that we consider matter most: clearing, settlement, custody, and financing. By rebuilding this core on modern, cloud-native architecture, we envisioned a single, real-time ledger to support market activity across markets and workflows. Today, billions of dollars of client balances and trillions of dollars in trading activity have run through our platform.

We believe the industry is moving toward unified data architectures that provide a consistent, real-time view of activity. That shift matters. Clearer data reduces operational risk, allows capital and collateral to move more efficiently, and enables risk to be monitored continuously. As new technologies are adopted, including advanced analytics, artificial intelligence, and tokenized assets, their effectiveness will heavily depend on the quality and timeliness of the underlying data.

Clear Street’s platform was built with this foundation in mind. The applications we offer today are not the end state. They are early expressions of a broader platform, and I’m excited about the products that can be built as this platform grows over time.

The revenues we generate today are important—but they are not the full story. They are evidence that our infrastructure functions at scale.

Rebuilding capital markets infrastructure requires more than just technology. It requires people who understand markets, risk, and use cases deeply. It also requires engineers capable of building extensible, resilient, and scalable systems that must operate reliably across market environments. That is the team we have assembled.

Becoming a public company is the next step in this effort. It reflects our commitment to transparency and accountability as we continue to build infrastructure designed to support market participants over the long term.

Thank you to all the employees, clients, partners, investors, and everyone on this journey with us in building a financial infrastructure company for the next evolution of capital markets.

 

 

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DILUTION

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after the completion of this offering.

Net tangible book value represents the amount of our total consolidated tangible assets, minus the amount of our total consolidated liabilities. When we offer our Class A common stock at a price higher than our pro forma net tangible book value per share of our common stock, the amount of resulting dilution is determined by subtracting pro forma as adjusted net tangible book value per share of our common stock from the public offering price per share of our Class A common stock. Our net tangible book value as of September 30, 2025 was approximately $790.7 million, or $5.53 per share of our common stock.

Our pro forma net tangible book value as of September 30, 2025 was $1,138.5 million, or $4.66 per share of our common stock. Pro forma net tangible book value per share represents the amount of our total consolidated tangible assets less our total consolidated liabilities, divided by the number of shares of our common stock outstanding as of September 30, 2025, after giving effect to the Pre-IPO Transactions.

After giving effect to the issuance and sale of 23,809,524 shares of our Class A common stock in this offering, at an assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting certain of the underwriting discounts and estimated offering expenses payable by us and the application of the net proceeds of this offering as set forth under “Use of Proceeds”, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately $2,166.3 million, or approximately $8.09 per share of our common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $3.42 per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $33.91 per share to investors participating in this offering at the assumed initial public offering price.

The following table illustrates this per share dilution:

 

Assumed initial public offering price per share						$	42.00
Historical net tangible book value per share as of September 30, 2025		$	5.53
Decrease in pro forma net tangible book value per share as of September 30, 2025			0.87
Pro forma net tangible book value per share as of September 30, 2025			4.66
Increase in pro forma net tangible book value per share attributable to the investors in this offering			3.42
Pro forma as adjusted net tangible book value per share after giving effect to this offering							8.09
Dilution in pro forma as adjusted net tangible book value per share to the investors in this offering						$	33.91

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease our pro forma

 

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