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Learning path · 4 steps

Read a US IPO filing: the S-1, share classes and lock-ups

How a US company's IPO registration statement is laid out, how its share classes split the votes, and what its lock-up agreements cover.

Reviewed by Cityfort Research on , 21 min in all

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

Start with step 1
  1. 1

    How to read · 7 min

    How to read an S-1: Anthropic's IPO registration statement

    The IPO registration statement, section by section, using one real S-1.

  2. 2

    Know the trap · 4 min

    Non-GAAP measures: what a company's "adjusted" numbers leave out

    The adjusted measures an S-1 shows next to its GAAP results, and the reconciliation.

  3. 3

    Know the trap · 4 min

    Dual-class shares: when votes and ownership don't match

    How share classes with different votes are described in the S-1.

  4. 4

    Know the trap · 6 min

    IPO lock-up agreements: what they are and when they end

    Who agrees not to sell after the IPO, for how long, and the rules that still apply after.

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Disclaimer

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

Investing in securities involves risk, including loss of capital. Before making any investment decision, do your own research and consider consulting a registered investment adviser or other qualified professional.

Cityfort, its owners and contributors may or may not hold securities of companies covered. Cityfort is not paid by any company it covers. Content is not an offer or solicitation to buy or sell any security, including in any initial public offering.

Read the full disclaimer

Cityfort publishes general educational content that explains how listed companies work. Cityfort is not registered with the US Securities and Exchange Commission or any state securities regulator as an investment adviser, and is not a broker-dealer or a member of FINRA. Cityfort does not provide investment, tax or legal advice, recommendations, ratings, price targets or any opinion on whether to buy, sell or hold any security. Nothing on the site is tailored to any person's circumstances.

All information is taken from publicly available sources, mainly company filings with the SEC, which are listed on each page with dates. We work to keep it accurate and correct errors publicly, but we do not guarantee that it is complete, accurate or up to date. Any market price or price-based ratio shown is dated, may be out of date by the time you read it, and is included only to explain concepts.

Statements by company management, including forward-looking statements and guidance, are reported as the company's statements, with their date and source; they are not our forecasts. Adjusted (non-GAAP) figures are the company's own measures and are shown next to the official (GAAP) figures.