Company: Clear Street Group Inc.

Date of Prospectus: February 7, 2026

Clear Street Group Inc. IPO: Transforming Capital Markets Infrastructure with a High-Profile Listing

Clear Street Group Inc. launches its landmark IPO, aiming to redefine capital markets infrastructure with a cloud-native, unified trading platform. Investors are closely watching this high-visibility offering, featuring robust bookrunner support, a cornerstone investment from BlackRock, and a platform poised for growth in a multi-trillion-dollar industry.

IPO Snapshot

Clear Street Group Inc. (Symbol: Not explicitly stated in prospectus) is offering a substantial 23,809,524 shares of Class A common stock at an initial public offering price of \$42.00 per share (the midpoint of the price range). The total offer size is approximately \$1.0 billion. Post-IPO, the company will have 267,896,195 shares outstanding.
Use of Proceeds: Clear Street aims to raise approximately \$922.4 million (or \$1,063.7 million if the over-allotment option is fully exercised), after deducting underwriting discounts and offering expenses. Funds will be allocated to working capital, capital expenditures, general corporate purposes, and potential acquisitions. The company prioritizes growth and financial flexibility, with no current plans to use proceeds to redeem outstanding Series A preferred stock.
Over-allotment: The underwriters have a 30-day option to purchase up to 3,571,428 additional shares.
Directed Share Program: Up to 1,190,476 shares (5% of the offering) have been reserved for employees, partners, and other specified individuals.
Dividend Policy: No dividends are currently planned; the company intends to reinvest earnings for growth and expansion.
Placement Breakdown:

• Public: 23,809,524 shares (including the directed share program)
• Cornerstone Investor: BlackRock, Inc. funds have indicated interest in up to \$200 million of shares (not subject to lock-up)
• No separate employee or shareholder offer beyond the directed share program is detailed

Investor Participation & Book Quality

Cornerstone/Anchor Investors: BlackRock, Inc., through its managed funds and accounts, has indicated interest in up to \$200 million of the offering at the IPO price. These shares are not subject to lock-up agreements, and the allocation is not binding.
Book Quality: The allocation to a high-profile investor like BlackRock, alongside a directed share program for key partners and employees, signals robust investor interest. Underwriter allocation parity and a strong syndicate suggest a high-quality, diversified book.
Pre-listing Disposals: No pre-listing sales or disposals by early shareholders are disclosed.
First-Day Performance Outlook: The presence of BlackRock as a potential cornerstone, bookrunner support from leading global banks, and no significant early disposal all suggest a strong first-day performance is likely, based on prospectus-disclosed demand and syndicate structure.

Deal Parties & Structure

Global Coordinators, Bookrunners, Underwriters:

• Goldman Sachs & Co. LLC
• BofA Securities
• Morgan Stanley
• UBS Investment Bank
• Clear Street
• BMO Capital Markets
• Barclays
• RBC Capital Markets
• TD Securities
• Piper Sandler
• CIBC Capital Markets
• Regions Securities LLC
• BTIG
• M&T Securities
• Cohen & Company Capital Markets
• Hovde Group, LLC
• Roberts & Ryan
• Rosenblatt
• Wedbush Securities

The extensive underwriter roster supports broad market access and liquidity.
Stabilization/Over-allotment: The underwriters’ 30-day greenshoe option for up to 3,571,428 shares offers flexibility for post-listing stabilization.
Deal Support: Given the breadth and reputation of underwriters, syndicate structure, and cornerstone support, the offering is well-positioned for a strong and orderly listing.

Company Overview

Business Model & Revenue Streams:
Clear Street is a technology-driven financial infrastructure company, providing a cloud-native, end-to-end capital markets platform powered by a single real-time ledger. Services span prime brokerage, clearing, custody, trading, investment banking, and related value-added applications. Revenue is generated from transaction fees, financing, technology solutions, and investment banking activities.
Key Products/Services:

• Unified trading and clearing platform for equities, options, futures, and digital assets
• Prime brokerage and custody
• Cloud-native API-driven solutions for institutional and sophisticated investors
• Investment banking, including IPO and ATM (At-The-Market) offerings
• Proprietary applications for corporate access, capital introduction, and real-time reporting

Customer Segments: Individuals, institutions, intermediaries, corporates, and active traders, with a focus on higher-balance, sophisticated market participants.
Geographies: Headquartered in New York, NY, with operations serving U.S. and international markets.
Industry Definition & Size: Capital markets technology and infrastructure. The company cites “trillions of dollars and billions of trades moving through capital markets every day,” underscoring a vast and growing addressable market.
Market Position & Competitive Advantages: Clear Street claims to be the first cloud-native, unified capital markets platform, offering speed, transparency, and scale. The platform’s modular, extensible architecture facilitates rapid expansion into new asset classes and geographies.
Market Share & Rankings:

• Generated \$451 million in gross proceeds from U.S. equity offerings in 2024, ranking 36th overall and 4th in SPAC offerings
• In the first nine months of 2025, acted on 18 transactions generating \$2.21 billion in proceeds, ranking among the top 19 U.S. equity underwriters and top 3 in SPACs

Brand Strength: The company positions itself as a next-generation infrastructure provider, leveraging technology and service levels typically reserved for the largest institutions.
Management Team: CEO and Co-Founder: Uriel Cohen; Board and executive team members listed, with experience in capital markets, technology, and financial services.

Financial Health and Key Metrics

Clear Street demonstrates strong growth and a solid balance sheet post-IPO, with substantial capitalization and liquidity. Below is a summary of key financial metrics:

Debt: Post-IPO, total indebtedness stands at \$426.5 million (pro forma as adjusted).
Interest Coverage: Not explicitly disclosed.
Capex & Working Capital: Use of proceeds supports expansion, working capital, and technology investment.
Dividend Policy: No dividends are planned; focus remains on growth.

Trends, Timing & Environment

Industry & Sector Trends: Clear Street operates in the rapidly evolving capital markets infrastructure sector, where demand is driven by the need for speed, transparency, automation, and access to multiple asset classes. The shift toward cloud-native, real-time trading platforms is a key driver.
Historical Demand Drivers: Increasing complexity, regulatory requirements, and the need for scalable technology solutions underpin growth.
Seasonality: Not explicitly mentioned.
IPO Timing: The prospectus is dated February 7, 2026; specific offer period and listing date are not disclosed.
Economic Environment: The platform is designed to operate across market cycles, with management emphasizing resilience, scalability, and transparency as key differentiators.
Recent Developments:

• Acquisition of the Fox River algorithmic trading business from Instinet in 2024
• Launch of new investment banking and capital markets applications
• Strong growth in equity underwriting and SPAC market share

Market Conditions: The syndicate size, cornerstone participation, and absence of major macro or industry-specific headwinds in the prospectus point to favorable market conditions for the IPO.

Prospectus Deep Dive

Risk Factors

Clear Street faces a range of risks, including:

• Growth Management: Rapid expansion may strain resources and operational controls.
• Technology Risk: Platform disruptions, design flaws, or cyber-attacks could impact performance and reputation.
• Regulatory Risk: The business is subject to complex U.S. and international regulations (SEC, FINRA, CFTC, etc.), with ongoing regulatory inquiries and examinations.
• Client Concentration: Not explicitly quantified, but risk of client defaults is cited.
• Competition: Intense competition within the capital markets technology sector.
• Digital Asset Risk: Expansion into digital assets and prediction markets introduces additional regulatory and operational risks.
• Bookkeeping/Internal Controls: Two material weaknesses in internal control over financial reporting have been identified and remediation is ongoing.
• Share-Based Compensation: Significant expenses (\$173.1 million) related to stock options and RSUs are expected upon IPO, impacting near-term profitability.
• Ownership & Governance: The dual class structure concentrates voting power with Global Corp., limiting the influence of Class A shareholders.
• Market/IPO Risks: IPO proceeds are subject to management discretion; no dividend payout; potential post-IPO dilution from ESOPs and registration rights.

Growth Strategy

Clear Street is focused on aggressive, technology-led expansion:

• Geographic Diversification: Plans to expand internationally and support new asset classes, including digital assets and stablecoins.
• Product Innovation: Continued rollout of proprietary applications for trading, risk management, and reporting.
• M&A Pipeline: Capital reserved for potential acquisitions; recently acquired Fox River to enhance algorithmic trading capabilities.
• Platform Catalysts: Investment banking, ATM offerings, and real-time issuer applications are expected to drive platform adoption and transaction volume.
• Targeting Active Traders: New applications in development to capture higher-balance, active traders seeking institutional-grade access.

Ownership & Lock-ups

Pre-IPO Ownership Structure:

• Global Corp. (majority voting control via dual class structure)
• Other Existing Stockholders: 244,086,671 shares (91% pre-IPO)
• Series A Preferred Stock: 960,000 shares pre-IPO, all converting at IPO

Post-IPO Ownership:

• Existing shareholders: 244,086,671 shares (91% post-IPO, 49% of total consideration)
• New investors: 23,809,524 shares (9% post-IPO, 51% of total consideration)
• Immediate dilution to new investors: \$33.91 per share (offer price \$42.00, pro forma net tangible book value \$8.09/share)

Lock-up Periods:

• Company: 180 days post-IPO lock-up for new issuances
• Directed share program: Up to 5% of the offering reserved for specified individuals
• Cornerstone (BlackRock): Not subject to lock-up

ESOPs: Substantial shares reserved under the 2021 and 2026 equity plans, with Form S-8 registration planned post-IPO.

Valuation and Peer Comparison

Valuation: At the IPO price of \$42.00 per share, Clear Street’s implied market capitalization is approximately \$11.25 billion (267.9 million shares post-offer).
Peer Comparison: No peer symbols or comparative valuation tables are disclosed in the prospectus. As such, no direct peer comparison is presented.

IPO Allotment Result

Final subscription outcomes by tranche are not disclosed in the prospectus.

Listing Outlook

Is This IPO Worth Subscribing? Based on the prospectus, Clear Street Group Inc. presents a compelling story:

• High-profile syndicate and cornerstone investor participation indicate robust demand and confidence in the company’s future.
• Large addressable market and proven growth in equity underwriting, with a strong technology foundation and recognized brand.
• Use of proceeds is growth-oriented, emphasizing technology, expansion, and strategic M&A.
• Risks include execution, competition, regulatory, and significant near-term share-based compensation expenses.

First-Day Performance Outlook: The combination of a high-quality book, cornerstone support, and extensive underwriter syndicate points to a strong and stable first-day trading performance, with the stock likely to price at or above the offer price, barring unforeseen market volatility.
Estimated Trading Range: Given the \$42.00 offer price and book quality, the initial range is likely to remain near or slightly above the IPO price, with upside potential if post-listing demand materializes as suggested by the prospectus.

Prospectus Access

For the full prospectus and further information, visit: sec.gov/Archives/edgar/data/1881567/000119312526036739/d39893ds1a.htm