Table of Contents As filed with the Securities and Exchange Commission on February 12, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 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) (State or Other Jurisdiction of Incorporation or Organization) Delaware 6211 86-2376416 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ...

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Core Insights - Diebold Nixdorf reported significant growth in revenue and adjusted EBITDA for the fiscal year 2025, with free cash flow more than doubling compared to the previous year [1] Financial Performance - The company executed a new $200 million share repurchase program after completing an initial $100 million program in Q4 2025, repurchasing approximately $128 million of shares, which is about 6% of the total shares outstanding for FY 2025 [1] - Adjusted EPS more than doubled year-over-year [1] - Free cash flow reached a record high, more than doubling year-over-year [1] - Order entry grew by 17%, while revenue growth was approximately 2% year-over-year [1] Future Outlook - Diebold Nixdorf established a new financial outlook for 2026, which exceeds the previous targets provided during the 2025 Investor Day [1]

Core Insights - Bill Holdings is considering a sale following pressure from activist investors for significant changes and improved profitability [1][2] Group 1: Activist Investors and Board Changes - In October, Bill Holdings agreed to add four new directors to its board, including two from activist hedge fund Starboard Value, which holds an 8.5% stake [2] - Elliott Investment Management, another activist investor, acquired at least a 5% stake last year to advocate for changes at Bill [2] - Barington Capital Group urged Bill's directors to cut costs and seek a buyer [2] Group 2: Potential Acquisition - Private equity firm Hellman & Friedman has reportedly held discussions about acquiring Bill [3] - The new board members will influence whether Bill pursues an independent strategy or opts for a sale [3] - A financial investor, likely a private equity firm, is seen as the most probable buyer due to recent interest in financial technology assets [6] Group 3: Company Performance - Bill Holdings serves approximately 498,500 businesses, including 9,500 accounting firms, and processes about 1% of the U.S. GDP annually [5] - The company reported a net loss of $2.6 million for the quarter ending December 31, contrasting with a profit of $33.5 million in the same period of 2024, while revenue increased by 14% to $414.7 million [5] Group 4: Industry Context - Recent acquisitions in the payments sector include AvidXchange's $2.2 billion deal and Melio's $2.5 billion acquisition by Xero, indicating a trend of consolidation in the financial technology space [6][7]

Core Insights - Broadridge's Distributed Ledger Repo (DLR) platform achieved a remarkable 508% year-over-year growth in daily repo transaction volumes, averaging $365 billion in January 2026, with total volumes reaching $7.3 trillion [1] Group 1: Platform Performance - The DLR platform's daily average of $365 billion in January 2026 signifies a substantial increase compared to the same month in 2025, highlighting the platform's sustained institutional adoption [1] - The growth in transaction volumes underscores the increasing value institutions are finding in tokenized real-asset settlement as the platform expands its client base and use cases [1] Group 2: Strategic Focus - In 2026, Broadridge aims to enhance the DLR platform by extending its scale into intraday funding, improving collateral mobility, and diversifying the range of tokenized asset classes [1] - The company emphasizes the importance of maintaining interoperability, resilience, and trust to operate effectively at an institutional scale [1] Group 3: Market Trends - The DLR platform is evolving beyond basic repo workflows into more complex institutional use cases, including sponsored and intraday repo, which facilitate efficient collateral movement throughout the trading day [1] - These advancements are expected to improve liquidity management, reduce financing costs, and enhance liquidity across the securities lending market [1] Group 4: Industry Position - Broadridge is positioned as a key infrastructure partner in the evolving landscape of tokenization, connecting traditional and digital financial ecosystems to unlock new opportunities in global capital markets [1]

Core Insights - Q2 Holdings (QTWO) reported revenue of $208.22 million for the quarter ended December 2025, reflecting a year-over-year increase of 13.8% [1] - The company's EPS for the quarter was $0.61, up from $0.48 in the same quarter last year, indicating a positive trend in earnings [1] - The reported revenue exceeded the Zacks Consensus Estimate of $204.82 million by 1.66%, and the EPS also surpassed the consensus estimate of $0.59 by 4.1% [1] Financial Performance Metrics - Registered users for Q2 Holdings were reported at 27.3 million, slightly below the estimated 27.5 million [4] - Subscription revenue was $170.67 million, exceeding the average estimate of $168.64 million [4] - Revenue from services and other sources was $20.15 million, surpassing the average estimate of $18.8 million [4] - Transactional revenue reached $17.41 million, slightly above the average estimate of $17.38 million [4] Stock Performance - Over the past month, shares of Q2 Holdings have declined by 16.7%, while the Zacks S&P 500 composite experienced a minor decline of 0.3% [3] - The stock currently holds a Zacks Rank of 3 (Hold), suggesting it may perform in line with the broader market in the near term [3]

Core Insights - The company reported strong fourth quarter results, with a 16% year-over-year growth in subscription revenue and a significant increase in adjusted EBITDA margins by over 400 basis points [5][28]. - The full year 2025 was highlighted as the strongest in terms of bookings, revenue, and profitability, with a total of 26 enterprise and Tier 1 deals executed [7][28]. - The company is optimistic about 2026, raising its subscription revenue growth outlook to at least 14% and providing a clearer long-term financial framework [37][38]. Financial Performance - Total revenue for Q4 was $208.2 million, a 14% increase year-over-year, driven primarily by subscription-based revenues [27][28]. - For the full year, total revenue reached $794.8 million, also up 14% from the previous year, with subscription revenue accounting for 82% of total revenue [28][29]. - The company achieved a total annualized recurring revenue (ARR) of $921 million, reflecting a 12% year-over-year growth [29]. Sales and Bookings - The fourth quarter marked the second largest bookings quarter in the company's history, following a record third quarter [5][6]. - Notable wins included a $40 billion digital banking customer and multiple Tier 1 deals, indicating strong demand and execution capabilities [6][10]. - Expansion with existing customers played a critical role, with half of the Tier 1 and enterprise deals coming from existing relationships [7][10]. Product Strategy - The digital banking platform has been a key driver of success, with significant contributions from relationship pricing and risk and fraud solutions [8][10]. - The company processed over $4 trillion in transactions in 2025, representing a 21% year-over-year growth [12]. - Innovation Studio has become integral to the strategy, enhancing product delivery and customer engagement [13][14]. Market Trends - Financial institutions are increasingly prioritizing investments in fraud mitigation solutions, with the company's risk and fraud products showing strong performance [9][15]. - The M&A activity in the banking sector has positively impacted the business, with 93% of M&A deals involving a Q2 customer choosing Q2 as the go-forward solution [10][11]. - The company is well-positioned to capitalize on the growing demand for integrated fraud management solutions [16][17]. Future Outlook - The company anticipates a strong pipeline heading into 2026, with expectations for larger deals to be weighted towards the second half of the year [25][40]. - Guidance for Q1 2026 revenue is projected between $212.5 million and $216.5 million, with full-year revenue expected to grow approximately 10% [36][37]. - Long-term targets include achieving non-GAAP gross margins of at least 65% and adjusted EBITDA margins of at least 35% by 2030 [39].

Financial Data and Key Metrics Changes - In Q4 2025, the company achieved total revenue of $208.2 million, a 14% year-over-year increase and a 3% sequential increase, primarily driven by subscription-based revenues [24] - Full year revenue reached $794.8 million, also up 14% from the previous year, marking the highest annual growth rate since 2021 [25] - Subscription revenue for the full year grew by 17%, accounting for 82% of total revenue, while total annualized recurring revenue (ARR) increased to $921 million, up 12% year-over-year [25][26] - Adjusted EBITDA for Q4 was a record $51.2 million, up 36% from the prior year, with full year adjusted EBITDA at $186.5 million, a 49% increase [31] Business Line Data and Key Metrics Changes - The Digital Banking Platform was a significant contributor to bookings success, with strong performance across banks and credit unions [10] - The risk and fraud solutions emerged as one of the fastest-growing product lines, highlighted by the largest fraud deal in company history with a $200 billion bank [11] - The company processed over $4 trillion in transaction volume in 2025, representing a 21% year-over-year growth [13] Market Data and Key Metrics Changes - The company reported a trailing 12-month total net revenue retention rate of 113%, up from 109% in 2024, indicating strong customer retention [27] - The revenue churn rate for 2025 was 5.2%, an increase from 4.4% in 2024, attributed to higher M&A activity [27][28] Company Strategy and Development Direction - The company aims to leverage its single-platform approach to enhance deposit growth and retention, positioning itself as a key player in the digital banking space [12] - The focus on AI is seen as a critical enabler for long-term strategy, with plans to integrate AI capabilities into existing products and develop new ones [20][22] - The company is targeting annual subscription revenue growth of approximately 12.5%-13% for 2027, with long-term profitability targets set for gross margins of at least 65% and adjusted EBITDA margins of at least 35% by 2030 [35][36] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong demand environment, citing improving credit quality and stable margins as supportive factors for growth entering 2026 [23] - The company anticipates that Tier One and enterprise activity will be weighted toward the back half of 2026, with a healthy pipeline of both net new and expansion opportunities [23][39] Other Important Information - The company ended 2025 with a cash balance of $433 million, down from $569 million, due to the retirement of convertible notes and stock repurchases [31] - The company generated free cash flow of $173 million for the year, representing a 93% conversion rate of adjusted EBITDA [32] Q&A Session Summary Question: Demand for solutions during core modernization - Management indicated that any decision by a financial institution to change technology, particularly core systems, opens up opportunities for the company, although quantifying this is challenging [41][42] Question: Visibility into subscription growth - Management expressed confidence in the subscription growth outlook, attributing it to strong bookings in the first half of 2026, which could drive upside for 2027 [44][45] Question: Cross-sell opportunities for fraud products - Management noted that only 10% of Tier One customers utilize all three product lines, indicating significant room for expansion, particularly in fraud solutions [51][52] Question: Balancing cash for share repurchases versus M&A - Management emphasized the flexibility provided by strong free cash flow, allowing for thoughtful capital allocation between share repurchases and potential M&A opportunities [53][54] Question: Digital banking market dynamics - Management described the demand for digital banking solutions as strong, with significant opportunities for growth as many banks still rely on legacy systems [60][61] Question: Time-to-revenue for risk and fraud products - Management indicated that standalone fraud solutions typically have faster implementation timelines compared to traditional digital banking solutions [62][63] Question: Demand trends for commercial solutions - Management highlighted that demand for commercial banking solutions has increased due to the importance of deposits, with expectations for continued strong demand [70][71] Question: Long-term margin targets - Management explained that the long-term margin targets are based on a combination of subscription revenue mix, cost efficiencies, and operational leverage [75][76]

Financial Data and Key Metrics Changes - In Q4 2025, the company reported total revenue of $208.2 million, a 14% increase year-over-year and a 3% increase sequentially, driven by subscription-based revenues [23][24] - Full year revenue reached $794.8 million, also up 14% from the prior year, marking the highest annual growth rate since 2021 [24] - Subscription revenue for the full year grew by 17%, representing 82% of total revenue, while total annualized recurring revenue (ARR) grew to $921 million, up 12% year-over-year [24][25] - Adjusted EBITDA for Q4 was a record $51.2 million, up 36% from the prior year, with full year adjusted EBITDA at $186.5 million, up 49% [30][31] - Gross margins improved to 58.6% for Q4 and 58% for the full year, reflecting a shift towards higher-margin subscription revenue [28][29] Business Line Data and Key Metrics Changes - The Digital Banking Platform was a significant contributor to bookings success, with strong performance across various customer segments [10] - The risk and fraud solutions emerged as one of the fastest-growing product lines, with a notable deal involving a $200 billion bank [11] - The company executed 26 enterprise and Tier One deals in 2025, with half of these being expansions with existing customers [9][10] Market Data and Key Metrics Changes - The company noted a constructive demand environment supported by improving credit quality, stable margins, and re-accelerating M&A activity as it entered 2026 [22] - The company maintained a strong pipeline with healthy activity across both net new and expansion opportunities, particularly in larger deals [22] Company Strategy and Development Direction - The company emphasized a profitable growth strategy, focusing on balancing investments to sustain durable subscription revenue growth while driving operational efficiency [35] - The strategy includes leveraging AI as a key enabler for long-term growth, with plans to enhance existing products and develop new ones [20][21] - The company aims to achieve non-GAAP gross margins of at least 65% and adjusted EBITDA margins of at least 35% by 2030, reflecting long-term expectations for operating leverage [34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to execute and invest thoughtfully, highlighting a strong pipeline and a clear strategy for profitable growth [36] - The management team noted that the demand for digital banking solutions remains robust, particularly as financial institutions prioritize deposit growth and fraud mitigation [12][16] Other Important Information - The company completed its cloud migration in January 2026, which is expected to enhance operational efficiencies [28] - The company reported a free cash flow conversion rate of 93% for the year, attributed to increased focus on profitability and effective working capital management [31] Q&A Session Summary Question: Demand for solutions during core modernization - Management indicated that any decision by a financial institution to change technology, particularly core systems, opens up opportunities for the company, although quantifying this is challenging [39][40] Question: Visibility into subscription growth - Management expressed confidence in the subscription growth outlook, attributing it to strong bookings in Q4 and the overall performance in 2025 [41][42] Question: Cross-sell opportunities for fraud products - Management noted significant room for expansion within the existing customer base, with only 10% of Tier 1 customers utilizing all three product lines [48][49] Question: Balancing cash for share repurchases versus M&A - Management highlighted the flexibility provided by strong free cash flow generation, allowing for thoughtful capital allocation decisions [50][51] Question: Digital banking market dynamics - Management described the ongoing demand for digital banking solutions, particularly as many banks still rely on legacy systems that require upgrades [56][57] Question: Time-to-revenue for risk and fraud products - Management indicated that standalone fraud solutions typically have faster implementation timelines compared to traditional digital banking solutions [59][61] Question: Demand trends for commercial solutions - Management noted that demand for commercial banking solutions has increased significantly due to the importance of deposits and the competitive landscape [68][69] Question: Long-term margin targets - Management explained that the long-term margin targets are based on a combination of factors, including efficiency opportunities and a shift towards higher subscription revenue [72][73]

Financial Data and Key Metrics Changes - In Q4 2025, total revenue was $208.2 million, a 14% year-over-year increase and a 3% sequential increase, driven by subscription-based revenues [23] - Full year total revenue reached $794.8 million, up 14% from the prior year, marking the highest annual growth rate since 2021 [24] - Subscription revenue for the full year grew by 17%, representing 82% of total revenue [24] - Adjusted EBITDA for Q4 was $51.2 million, a 36% increase from the prior year, while full year adjusted EBITDA was $186.5 million, up 49% [30] - Gross margins improved to 58.6% in Q4, up from 57.4% in the prior year, and 58% for the full year, up from 56% [27][28] Business Line Data and Key Metrics Changes - The Digital Banking Platform was a significant contributor to bookings success, with strong performance across various customer segments [9] - Risk and fraud solutions emerged as one of the fastest-growing product lines, with a notable deal involving a $200 billion bank [10] - The commercial banking solutions processed over $4 trillion in transaction volume in 2025, representing 21% year-over-year growth [12] Market Data and Key Metrics Changes - The company reported a trailing 12-month total net revenue retention rate of 113%, up from 109% in 2024, indicating strong customer retention [26] - The company maintained a high level of M&A activity, with 93% of M&A transactions involving Q2 customers choosing Q2 as their go-forward solution [10] Company Strategy and Development Direction - The company aims to leverage its single-platform approach to enhance deposit growth and retention, focusing on delivering best-in-class experiences [11] - The strategy includes a heightened emphasis on AI, with plans to integrate AI capabilities into existing products and develop new ones [19][20] - The company is targeting annual subscription revenue growth of approximately 12.5%-13% for 2027, with long-term profitability targets set for 2030 [33] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand environment, citing improving credit quality and stable margins as supportive factors for growth in 2026 [21] - The company anticipates continued strong performance in larger deals, particularly in the second half of 2026 [21] - Management highlighted the importance of operational efficiency and effective capital allocation as key components of their growth strategy [35] Other Important Information - The company ended 2025 with a cash balance of $433 million, down from $569 million, primarily due to the retirement of convertible notes [30] - Free cash flow for the year was $173 million, representing a 93% conversion rate of adjusted EBITDA [31] Q&A Session Summary Question: What is the demand for solutions when a financial institution decides to migrate its core to the cloud? - Management indicated that any change in technology by a bank or credit union opens up opportunities for the company, although quantifying the timing is challenging [40] Question: How should investors think about underlying visibility into subscription growth? - Management noted that the strength of Q4 bookings and the mix of larger deals provide confidence in the subscription growth outlook for 2027 [42] Question: What is the potential for expanding fraud products within the existing customer base? - Management highlighted that only 10% of Tier One customers utilize all three product lines, indicating significant cross-sell opportunities [49] Question: How does the company weigh cash usage for share repurchases versus M&A? - Management emphasized the flexibility provided by strong free cash flow generation, allowing for thoughtful capital allocation decisions [50] Question: What is the current state of the banking M&A landscape? - Management noted that M&A activity is picking up, with a strong historical performance in retaining customers post-acquisition [84]