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TABLE OF CONTENTS

INDEX TO FINANCIAL STATEMENTS

INDEX TO STATEMENTS OF CASH RECEIPTS FROM INCLUDED CONTRACTS



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As filed with the Securities and Exchange Commission on October 17, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933





FANTEX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation or Organization) 7389

(Primary Standard Industrial

Classification Code No.) 80-0884134

(I.R.S. Employer

Identification No.)

Fantex, Inc.

330 Townsend Street, Suite 234

San Francisco, CA 94107

(415) 592-5950

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)





Cornell "Buck" French

Chief Executive Officer

Fantex, Inc.

330 Townsend Street, Suite 234

San Francisco, California 94107

(415) 592-5950

(Name, address, including zip code, and telephone number, including area code, of agent for service)





Copies to: Patrick A. Pohlen, Esq.

Joel H. Trotter, Esq.

Jim Morrone, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600 Mark P. Tanoury, Esq.

David G. Peinsipp, Esq.

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000







Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

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. o

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. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o

(Do not check if a

smaller reporting company) Smaller reporting company ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

to be Registered

Proposed Maximum

Aggregate Offering

Price(1)(2)

Amount of

Registration Fee

Fantex Series Arian Foster Convertible Tracking Stock, par value $0.0001 per share $10,550,000 $1,359 Platform Common Stock, par value $0.0001 per share(3)  

(1) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act.



(2) An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by specified affiliates of the registrant. Pursuant to Rule 457(q) under the Securities Act, no filing fee is required.



(3) Represents up to 5,000,000 shares of platform common stock, par value $0.0001 per share, of Fantex, Inc. issuable upon the conversion of shares of Fantex Series Arian Foster Convertible Tracking Stock ("Fantex Series Arian Foster"). The precise number of shares of platform common stock to be registered is not presently determinable because the conversion ratio as of the conversion date, if any, of the Fantex Series Arian Foster is not currently known. Pursuant to Rule 457(i) under the Securities Act the registration fee is calculated on the basis of the proposed offering price of the Fantex Series Arian Foster alone because no additional consideration is to be received in connection with the future conversion, if any, of the Fantex Series Arian Foster into platform common stock.





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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE



This Registration Statement contains a prospectus relating to an offering of shares of our Fantex Series Arian Foster. This Registration Statement also contains a prospectus relating to sales of Fantex Series Arian Foster in connection with certain market-making and other transactions that may be effected by FBS in the secondary market following the completion of this offering. The complete prospectus relating to this offering of common stock (the Offering Prospectus) follows immediately after this Explanatory Note. Following the Offering Prospectus are certain pages of the prospectus relating solely to such secondary market market-making transactions (referred to by us for convenience purposes as the Market-Making Prospectus), including an alternate front cover page and alternate sections entitled "Use of Proceeds" and "Plan of Distribution." Each of such alternate pages has been marked "Alternate Page for Market-Making Prospectus." A complete version of each of the Offering Prospectus and the Market-Making Prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act.

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The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 17, 2013

PRELIMINARY PROSPECTUS

1,055,000 Shares

Fantex Series Arian Foster Convertible Tracking Stock

and

Shares of Platform Common Stock issuable upon conversion of

the Fantex Series Arian Foster Convertible Tracking Stock

$10.00 per share

This is the initial public offering of Fantex Series Arian Foster Convertible Tracking Stock, which we refer to as Fantex Series Arian Foster. This is also an offering of shares of our platform common stock into which the shares of Fantex Series Arian Foster are convertible, and references in this prospectus to an offering of shares of Fantex Series Arian Foster shall be deemed also to mean a reference to the shares of platform common stock into which the shares of Fantex Series Arian Foster are convertible.

We are offering 1,055,000 shares of Fantex Series Arian Foster at $10.00 per share on a best efforts, all or none basis. To the extent that there is insufficient interest in shares of our Fantex Series Arian Foster, this offering may be cancelled and no shares of our Fantex Series Arian Foster would be sold to the public. Funds received from the offering will be deposited into a non-interest bearing escrow account pending the closing of the offering.

Our Arian Foster Brand (as defined below) is not a separate legal entity and cannot issue securities. Holders of shares of Fantex Series Arian Foster will not have an ownership interest in our Arian Foster Brand, or any of our affiliated entities. Rather, investors in our Fantex Series Arian Foster will be our common stockholders. The issuance of the Fantex Series Arian Foster will not result in the actual transfer of our assets or the creation of a separate legal entity. Arian Foster and his affiliated persons are, and we expect they will continue to be, individuals and legal entities that are separate and independent from us, with separate ownership, management and operations.

Fantex Series Arian Foster is intended to track and reflect the separate economic performance of a tracking unit that we refer to as the Arian Foster Brand. The platform common stock is intended to track and reflect the economic performance of all of our tracking brands. The Arian Foster Brand, tracked by the Fantex Series Arian Foster, is our first and only tracking brand to date. We would attribute to the Arian Foster Brand and the platform common stock certain assets and expenses, including in certain cases expenses related to other series of common stock of Fantex that may be issued from time to time in the future. Our board of directors may convert the shares of Fantex Series Arian Foster into platform common stock at any time. See "Management and Attribution Policies" beginning on page 87 and "Description of Capital Stock" beginning on page 131.

Holders of shares of our Fantex Series Arian Foster and our platform common stock are each entitled to one vote per share of such stock. Following the consummation of this offering, Fantex Holdings, our parent company, will hold all 100,000,000 outstanding shares of our platform common stock, and thus will hold approximately 99% of the voting power of our outstanding common stock.

We are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, are subject to reduced public company reporting requirements. See "Prospectus SummaryImplications of Being an Emerging Growth Company."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



Per Share of

Fantex Series Arian Foster(1)

Total

Initial public offering price $ 10.00 $ 10,550,000 Underwriting discount(2) $ 0.50 $ 527,500 Proceeds to Fantex, before expenses $ 9.50 $ 10,022,500

(1) The platform common stock will be issued for no separate consideration, but will be issued only upon the conversion of the Fantex Series Arian Foster.



(2) See "Underwriting (Conflicts of Interest)."

Shares of our Fantex Series Arian Foster are new securities; there are currently none issued and there is currently no established market. We do not intend to apply for a listing of our Fantex Series Arian Foster on any securities exchange or for their inclusion in any established automated dealer quotation system. Our Fantex Series Arian Foster will be offered only through the website of our affiliated broker-dealer, Fantex Brokerage Services, LLC, or FBS. Accordingly, we cannot assure you as to the development or liquidity of any market for our Fantex Series Arian Foster. Currently, there is no trading symbol assigned and there can be no assurance that we will ever be granted a trading symbol on the OTC Bulletin Board or any other quotation system or exchange. However, shares of our Fantex Series Arian Foster will be issued in electronic form and will be listed exclusively on the FBS alternative trading system under the symbol "Fantex Arian Foster."

Investors will be required to satisfy the suitability requirements described in the prospectus in order to invest in the offering. The method for submitting indications of interest and a more detailed description of this offering process are included in "Underwriting (Conflicts of Interest)Offering Process" beginning on page 138.

This offering is highly speculative and the securities involve a high degree of risk. Investing in our Fantex Series Arian Foster should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 31.

This prospectus has been prepared by Fantex and may be used by FBS in connection with offers and sales of these securities in secondary market transactions in these securities, including market-making transactions as may be effected from time to time. However, FBS is not obligated to make a market in the Fantex Series Arian Foster and if it does so, it may discontinue any market-making activities at any time without notice, in its sole discretion. FBS has no current intention of acting as a market-maker in the secondary market for Fantex Series Arian Foster. To the extent FBS chooses to act as a market-maker, it may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agent for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. Fantex will not receive any proceeds from such secondary market offers and sales. All such transactions with respect to these securities that are made pursuant to a prospectus after the effectiveness of the registration statement of which this prospectus is a part are being made solely pursuant to this prospectus, as it may be supplemented from time to time.

This offering will terminate upon the earlier to occur of (i) 30 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all shares offered hereby have been sold. We may, at our discretion, close the offering at any time.

FANTEX BROKERAGE SERVICES, LLC

STIFEL

The date of this prospectus is , 2013.

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We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell shares of our Fantex Series Arian Foster. The information in this prospectus is complete and accurate only as of October 17, 2013, regardless of the time of delivery of this prospectus or any sale of shares of our Fantex Series Arian Foster. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

This prospectus has been prepared by Fantex and may be used by FBS in connection with offers and sales of these securities in secondary market transactions in these securities, including market-making transactions as may be effected from time to time. However, FBS is not obligated to make a market in the Fantex Series Arian Foster and if it does so, it may discontinue any market-making at any time without notice, in its sole discretion. FBS has no current intention of acting as a market-maker in the secondary market for the Fantex Series Arian Foster, but may do so in the future. If FBS decides to make a market in a tracking series, it will first amend its Form ATS filed with the SEC to reflect such change. To the extent FBS chooses to act as a market-maker, it may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agent for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. Fantex will not receive any proceeds from such secondary market offers and sales. All such transactions with respect to these securities that are made pursuant to a prospectus after the effectiveness of the registration statement of which this prospectus is a part are being made solely pursuant to this prospectus, as it may be supplemented from time to time. This delivery requirement 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 undertaken any efforts to qualify this offering for offers to investors in any jurisdiction outside the United States. Investors must have a U.S. mailing address (other than a P.O. Box) and a U.S. social security number and/or a U.S. tax identification number to be eligible to participate in this offering.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, including our financial statements and the related notes thereto appearing elsewhere in this prospectus, before deciding to invest in our Fantex Series Arian Foster. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements and Industry Data." Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the "Risk Factors" and other sections of this prospectus. We are a development-stage entity incorporated in Delaware on September 14, 2012. We are a brand acquisition, marketing and brand development company whose focus is on acquiring minority interests in the income associated with the brands of professional athletes, entertainers and other high-profile individuals and assisting such individuals in enhancing the reach and value of their respective brands. We intend to focus our business on three core areas:  evaluating, targeting and accessing individuals and brands with the potential to generate significant income associated with these brands, or brand income;



 acquiring minority interests in such brand income; and



 assisting our acquired brands in increasing their value via technology and through leveraging our marketing, advertising and strategic partnering expertise. As of October 17, 2013, we have entered into a single brand contract with Arian Foster, a professional athlete in the National Football League, or NFL, pursuant to which we will acquire a minority interest equal to 20% of the gross monies or other consideration (including rights to make investments) that Arian Foster receives from and after February 28, 2013, subject to specified exceptions, as a result of his activities in the NFL and related fields (including activities in a non-NFL football league), such as broadcasting and coaching. As consideration for this interest under the brand contract, we will pay Arian Foster a one-time cash amount of $10.0 million contingent upon our ability to obtain financing, which we intend to do through this offering. We intend to enter into additional brand contracts in the future with other individuals with the potential to generate significant brand income, and in some cases, with the affiliates of these individuals, who we refer to, together with the individual, as the contract party. We are actively pursuing additional brand contracts, although as of October 17, 2013 we have no current commitments to enter into another brand contract. Any brand contracts that we enter into in the future with other contract parties are also expected to be contingent upon obtaining financing to fund the acquisition of the minority interest in the respective brands, and we intend to finance the acquisition of additional brands through the issuance of additional tracking series linked to the value of such brands. Prior to this offering, we have been a wholly-owned subsidiary of Fantex Holdings, our parent. Fantex Holdings was incorporated in Delaware on April 9, 2012. We have little operational history and limited assets and resources, have never generated any revenues, and to date we have relied on our parent to conduct our operations through its employees. Following the consummation of this offering we intend to operate under a management agreement with our parent, which we describe in more detail below but pursuant to which our parent will provide us with certain management and administrative services, including providing and compensating our executive management and other personnel, as well as services relating to information technology support, brand management and other support operations, facilities, human resources, tax planning and administration, accounting, treasury and insurance. We will begin to assume management and administrative tasks at such time in the future

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as the actual cost of these services is less than our service fee to Fantex Holdings, which we do not anticipate would occur until we begin to receive significant cash flows from multiple brand contracts. However, if our parent is unable to perform any of the services that they are required to perform under the management agreement, due to financial difficulty or otherwise, then we may be forced to assume management and administrative tasks, and incur additional expenses, sooner than we anticipate. Until such time we will continue to rely on our parent to conduct our operations in accordance with the management agreement. Evaluation, Acquisition and Enhancement of Brands Prior to entering into a brand contract, we conduct a detailed evaluation of the brand and the contract party to determine whether, in our opinion, the brand would be a suitable brand with the potential to generate significant brand income based on the criteria set forth below. We consider a brand to be a distillation of a complex set of associations people make with respect to an individual, including performance, appearance, history and personal story, products or services such individual is associated with, public statements or positions on matters of public concern, how an individual acts or the image such individual projects to the world. We seek brands that convey images and associations that we believe will be recognized and valued in the market place. As part of our brand evaluation, we review the brand's reputation and relative standing in their principal field, such as a top running back in the NFL, collect and analyze widely followed statistics, review existing contracts and potential for future contracts, assess the character and reputation of the contract party, assess potential future cash flow expected to be generated by the contract party as well as examine the brand's current positioning and marketing footprint (such as, for example, if they are on Twitter, the reach (how many followers), engagement level (how engaged are the followers), and potential for growth). This evaluation provides a framework to develop further marketing strategies to aid us in our efforts to enhance the value of the brand. We believe we have extensive industry contacts among the board of directors, employees, consultants and advisors of our company and our affiliates, Fantex Holdings and FBS, which we utilize to access individuals and brands that meet our criteria. Through our contacts we seek to establish working relationships with these brands and their key advisors to begin the process of educating them about our business and the benefits of a brand contract and a continuing relationship. We enter into an arm's-length negotiation primarily to finalize a purchase price, our percentage of Arian Foster's brand income from and after February 28, 2013, which we refer to as the acquired brand income, or ABI and the scope of brand income, including whether or not there would be any specific exclusions. We do, however, have limited experience in evaluating and entering into similar contracts with athletes, entertainers and other high-profile individuals because we are pioneering a new business model and to date we have only entered into one brand contract. We believe that developing a diverse portfolio of global brands will enable us to increase brand reach across our portfolio and allow us to provide unique insights that contract parties may employ to increase consumer awareness of their brands and our brands more generally. We believe that our combined efforts could lead to increased consumer engagement with the brands by optimizing message delivery, including driving engagement through the use of content developed by us or third parties. We seek to aid our brands in fostering positive brand associations in order to create a unique position in the marketplace that is independent of their primary occupation, such as an athlete in the NFL. We believe this will drive greater engagement with a connected audience and lead to greater longevity of the brands. We also believe that investors in a tracking series linked to a brand are more likely to be consumer advocates for that brand. In addition to our services intended to help optimize the reach of the brand, we intend to provide advice to contract parties based on our experience that would aid them in obtaining more attractive

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terms in their negotiations with future sponsors. We believe that our proprietary internal data and our marketing insights will assist our contract parties to more accurately evaluate their brand value in the marketplace and potentially increase future endorsement amounts and brand longevity post career. We note, however, that we have no contractual obligation to the contract party to engage in any of these activities that may enhance the value of our brands, and the contract party has no contractual obligation to implement any advice that we may provide. Brand development is a long-term strategy, and any investment we may make to promote our acquired brands will be for long- or medium-term results and would not be expected to increase brand income in the near-term, if at all. Moreover, as with other forms of marketing and brand enhancement strategies, the impact of our efforts on brand value may be difficult to determine objectively. Even if our promotion activities increase the endorsement income to Arian Foster, they may nonetheless have a negative impact on the market value of shares of the Fantex Series Arian Foster because we will only receive a portion of any increased brand income. For example, because the ABI under our Arian Foster brand contract is 20% of brand income, our promotion efforts must produce brand income equal to at least five times our costs for such promotion efforts in order to return our investment. If our brand enhancement strategy is unsuccessful, or if the contract party chooses not to accept any brand enhancement assistance from us, then the success of any brands we acquire will be entirely dependent upon the efforts of the contract party. In addition, the contract party is neither our affiliate, nor a director, officer or employee of our company and owes no fiduciary duties to us or any of our stockholders, and has no obligation to take any action whatsoever to enhance the value of the brand. Arian Foster Brand Arian Foster Brand Contract Our brand contract with Arian Foster entitles us to receive 20% of ABI. Brand income generally means gross monies or other consideration (including rights to make investments) that Arian Foster receives as a result of his skills and brand, including salary and wages from being an athlete in the NFL and related fields (including activities in a non-NFL football league), such as broadcasting and coaching, subject to specified exceptions. As consideration for the ABI under the brand contract, we will pay Arian Foster a one-time cash amount of $10.0 million contingent upon our ability to obtain financing, which we intend to do through this offering. We will have no further financial obligation to Arian Foster under the brand contract once this payment has been made. The brand contract is intended to remain in effect indefinitely and, except as set forth below, may be terminated only upon mutual agreement of Arian Foster and us. If Arian Foster resigns from the NFL within two years of the date of this offering for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $10.5 million (net of any amounts previously paid to us by him pursuant to the brand contract). We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Arian Foster please see "BusinessArian Foster BrandArian Foster Brand Contract." Our Tracking UnitArian Foster Brand Fantex Series Arian Foster and Arian Foster Brand Our Fantex Series Arian Foster is a tracking stock that is intended to reflect the economic performance of our first tracking unit, which we refer to as the Arian Foster Brand, and which initially consists of our business operations relating to our brand contract with Arian Foster. For a more

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detailed description of our tracking series and tracking series brands, please see "Management and Attribution Policies." We will initially attribute the following assets and liabilities to the tracking unit that we refer to as our Arian Foster Brand:  95% of our ABI under our Arian Foster brand contract;



 any and all of our liabilities, costs and expenses incurred after this offering that are directly attributable to the Arian Foster Brand, such as our direct costs arising out of our promotion of the Arian Foster Brand or arising out of or related to the maintenance and enforcement of the Arian Foster brand contract, provided, however, that we will not attribute any of the expenses or costs related to this offering (other than the underwriting discount) or incurred by us or our parent prior to the consummation of this offering, including our efforts to build our business model and enter into our brand contract with Arian Foster, to the Fantex Series Arian Foster;



 a pro rata share of our general liabilities, costs and expenses not directly attributable to any specific tracking series (calculated based on attributable income) but excluding any non-cash expenses that are allocated from our parent to us. Attributable expenses would include, for example, a pro rata portion (which will equal 100% so long as there are no other tracking series outstanding) of the service fee we pay to our parent pursuant to the management agreement (5% of our cash receipts). Expenses that would not be attributed would include expenses incurred by our parent, including any expenses incurred in providing services to us under the management agreement, to the extent in excess of our service fee to them;



 as income, any covered amounts, as described in "Management and Attribution PoliciesAttributionCovered Amounts," for the Arian Foster brand contract; and



 as an expense, the pro rata share of any covered amounts, as described in "Management and Attribution PoliciesAttributionCovered Amounts," relating to any tracking series brand (including the pro rata share of any covered amounts for the Arian Foster Brand). As described above, income (and assets) will generally be attributed to our Fantex Series Arian Foster based on the earnings of the Arian Foster Brand. However, while we intend for our Fantex Series Arian Foster to track the performance of the brand, we cannot provide any guarantee that the series will in fact track the performance of such brand. The board of directors has discretion to reattribute assets, liabilities, revenues, expenses and cash flows without the approval of shareholders of a particular tracking series, which discretion will be exercised in accordance with its fiduciary duties under Delaware law and only where its decisions are in the best interests of the company and the stockholders as a whole. In certain circumstances, decisions of the board of directors may also be subject to the approval of the conflicts committee of our board of directors. For a more detailed description, please see "Management and Attribution PoliciesFiduciary and Management Responsibilities, Conflicts Committee." Furthermore, in the event we do not receive cash payments from one or more of our brand contracts to which we otherwise would have been entitled because of debtor relief laws, then the attributed income for the corresponding tracking series will nonetheless be credited with the amount which we would otherwise have been entitled to receive. In such a case, the difference between such attributed amount and the actual income we receive from such brand contract will be attributed as a general expense of Fantex. As a result, each of our tracking series will share on a pro rata basis (calculated based on attributable income) the burden of any non-performing brand contracts, whether or not included in the assets attributed to such tracking series, and the economic performance of our Fantex Series Arian Foster will be dependent, in part, upon the aggregate financial performance of Fantex. Therefore, prior to purchasing our Fantex Series Arian Foster, you should understand our aggregate operating performance and our aggregate assets and liabilities. Until such time as we acquire additional brands, the risk of bankruptcy will be borne solely by holders of our

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Fantex Series Arian Foster. Furthermore, we intend to acquire additional minority interests in other brands in the future, so our operating performance will depend upon the soundness of our business plan and our ability to execute on that plan, including entering into additional brand contracts in the future. Given that the economic performance of each of our tracking series is dependent, in part, upon the aggregate financial performance of Fantex, the Fantex Series Arian Foster will be affected by the performance of any additional brand contracts we may enter into in the future. The risk profile of the shares of the Fantex Series Arian Foster could be materially and adversely impacted by any such additional brand contracts entered into subsequent to your investment in the Fantex Series Arian Foster. Our Arian Foster Brand is not a separate legal entity and cannot issue securities. Holders of shares of Fantex Series Arian Foster will not have an ownership interest in our Arian Foster Brand, or any of our affiliated entities. Rather, investors in our Fantex Series Arian Foster will be our common stockholders. The issuance of the Fantex Series Arian Foster will not result in the actual transfer of our assets or the creation of a separate legal entity. Arian Foster and his affiliated persons are, and we expect they will continue to be, individuals and legal entities that are separate and independent from us, with separate ownership, management and operations. In addition, there are certain features that may distinguish our tracking stock from more traditional investments. For example, the Fantex Series Arian Foster is intended to track the performance of Arian Foster's brand over his lifetime, which could potentially be very short, and thereafter. Although we intend to build brands that outlast an athlete's playing career, some brands may not produce income beyond the playing career of the athlete associated with such brand. Furthermore, potential gains on your investment will likely come from dividends paid by us. Most of the dividends paid in the early years of your investment will, for U.S. federal income tax purposes, be considered a return of your capital (rather than a gain on your investment), similar to the generally accepted accounting principles in the United States, or GAAP, treatment described in the critical accounting policies section of our "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the heading "Income (Loss) from Brand Contracts." The anticipated returns in the earlier years under the brand contract are amounts currently expected to be paid from Arian Foster's existing contracts and endorsements contracts expected to be entered into in the near future based on his current brand value. As a result, any potential gains on your investment will only be realized if, and will be deferred until, we can enhance Arian Foster's brand value over time and we monetize on this expanded brand. Moreover, the Arian Foster Brand does not currently represent a separate business division of Fantex, but rather will be a business division of ours following the completion of this offering and thus we will have no prior operating history with this brand prior to consummation of this offering. Conversion into Platform Common Stock Our board of directors may at any time resolve to convert shares of our Fantex Series Arian Foster into fully paid and non-assessable shares of our platform common stock at a conversion ratio to be determined by dividing the fair value of a share of our Fantex Series Arian Foster by the fair value of a share of our platform common stock. For instance, the board of directors may convert Fantex Series Arian Foster into platform common stock where the Fantex Series Arian Foster is no longer an actively traded stock, as determined in good faith by our board of directors or a committee of the board of directors, such as, for example, if Arian Foster suffers an injury, illness, medical condition or disability, or he dies, and his brand income diminishes as a result and there is little if any expectation that his brand income will materially increase in the future. In this case, our board of directors may convert the shares of the Fantex Series Arian Foster into platform common stock as a means of retiring the Fantex Series Arian Foster. As a result, you are not likely to receive a new security of significant value because

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such conversion is likely to occur at a time when the Fantex Series Arian Foster has little or no value. The board of directors may also convert shares of the Fantex Series Arian Foster into platform common stock if some other special or extraordinary circumstances exist, such as a potential restructuring, reorganization or change of control of Fantex. Our platform common stock is not convertible into any other shares of our capital stock. Our platform common stock is intended to track and reflect the economic performance of all of our tracking brands by having a small percentage of ABI from these tracking brands attributed to it. We will also initially attribute to our platform common stock any liabilities not directly attributable to tracking series or general expenses of the Company not attributable to any tracking series. Arian Foster Arian Foster is a running back for the Houston Texans, or Texans, in the National Football League, or the NFL. He has been in the NFL since 2009. Arian Foster attended the University of Tennessee, where he was the starting running back for three seasons. Arian Foster went undrafted in the 2009 draft and signed with the Texans as an undrafted free agent. Arian Foster was born on August 24, 1986 and is 27 years old as of October 17, 2013. He currently lives in Houston, Texas with his wife, daughter and son. During the 2010 NFL season, Arian Foster was the leading rusher in the NFL with 1,616 rushing yards. Arian Foster was named First Team All Pro in 2010 and Second Team All Pro in 2011. Arian Foster has also been selected to three Pro Bowl appearances, in each of the 2010, 2011 and 2012 seasons. In addition, Arian Foster led the NFL in carries in 2012, with 351 (405, including post-season games), and was in the top six in regular season carries in 2011 and 2010 with 278 and 327 carries, respectively. Arian Foster is reported to have experienced an irregular heartbeat on numerous occasions since he was 12 years old, and in one instance he was reported to have left a regular season NFL game early due to this condition. In addition, Arian Foster played with a torn meniscus, or cartilage in his knee, during the 2010 NFL season, without publicly disclosing the injury until after the season when he underwent surgery to repair the injury. Arian Foster's playing status was questionable for two games during the 2011 NFL season, and he missed three games due to hamstring issues. A knee injury during the 2012 pre-season also made his season debut questionable. In addition, Arian Foster recently underwent an MRI on his right calf that was strained during off-season practice in May 2013 and has missed most of training camp due to a lingering back pain. Arian Foster has experienced these and other instances of normal wear and tear as an athlete in the NFL and we expect that Arian Foster will continue to experience such wear and tear. Any worsening of these conditions, or re-injury or new injury, could materially and adversely affect Arian Foster's playing performance and the value of the Arian Foster Brand. Arian Foster Brand Income Arian Foster's brand income currently includes amounts from his NFL player contract with the Houston Texans and several endorsement agreements. Substantially all of his current brand income is derived from his NFL player contract. In addition, approximately 75% (before applying any discount rates for future earnings) of the total brand income that we estimated for Arian Foster is derived from anticipated future contracts that do not exist as of the date of this prospectus, such as future endorsements, playing contracts and/or additional brand generating income from coaching, broadcasting or the like. The opportunity to receive a return of capital or any profit from an investment in our Fantex Series Arian Foster will depend in large part upon Arian Foster's ability to enter into at least one additional multi-year NFL player contract on terms that are, on an average annualized basis, economically comparable to his existing NFL player contract and on his ability over the same period and beyond to enter into and maintain endorsement contracts (or earn other brand generating income) that compensate him in amounts that are significantly in excess of compensation that he has had

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historically from these sources. We will not know for a number of years, including up to four years for his NFL player contract, whether and on what terms Arian Foster would be able to secure such contracts. NFL Player Contract Arian Foster is in the second year of a five year player contract with the Texans, pursuant to which he is eligible to receive for the 2013 season through the 2016 season a salary of up to an aggregate of $23.5 million ($5.25 million in 2013, $3.25 million of which is guaranteed, other than if, prior to or during the 2013 season, he either fails or refuses to report, practice or play for the team for any reason other than injury (or death) suffered while performing services under the contract or is in material breach of his NFL player contract, $5.75 million in 2014, $6.0 million in 2015 and $6.5 million in 2016), plus bonuses of up to an aggregate of $2.0 million (up to $500,000 per season). Each of these payments would be considered brand income when received by Arian Foster, and thus we would be entitled to 20% of these amounts when paid. To the extent Arian Foster elects to defer receipt of his compensation under the NFL player contract, pursuant to Article 26, Section 6 of the CBA, for purposes of the brand contract, such deferred compensation will be deemed to have been received by Arian Foster on the due date provided in his NFL player contract, prior to any such deferral, and we will be entitled to 20% of these amounts as of such due date. Payments under the NFL player contract are made in installments over the course of the applicable regular season period. Therefore, we expect that the Arian Foster Brand will be subject to seasonal fluctuations in attributed income. The Texans may terminate Arian Foster's player contract at any time, in the sole judgment of the Texans, if Arian Foster's skill or performance has been unsatisfactory as compared with that of other players competing for positions on the Texans' roster, or if Arian Foster has engaged in personal conduct reasonably judged by the Texans to adversely affect or reflect on the Texans. In addition, during the period any salary cap is legally in effect, the player contract may be terminated if, in the Texans' opinion, Arian Foster is anticipated to make less of a contribution to the Texans' ability to compete on the playing field than another player or players whom the Texans intend to sign or attempt to sign, or another player or players who is or are already on the Texans' roster, and for whom the Texans need room. The Texans may also terminate the player contract if Arian Foster fails to establish or maintain his excellent physical condition to the satisfaction of the Texans' physician, or make the required full and complete disclosure and good faith responses to the Texans' physician of any physical or mental condition known to him which might impair his performance under this contract and to respond fully and in good faith when questioned by the Texans' physician about such condition. For a further description of the duration, compensation and other material provisions of the NFL Player Contract, please see "BusinessArian Foster BrandArian Foster Brand IncomeNFL Player ContractHouston Texans (the Texans)." Other Contracts Arian Foster currently has ongoing endorsement contracts or license agreements with Under Armour, Inc., Kroger Texas LP, Gamebreaker Sports LLC, Health Warrior, Inc., Pro Player Merch LLC and ProCamps, Ltd. These endorsement contracts generally have terms that end in 2014 (with one agreement terminating in the first quarter of 2015) and require Arian Foster to exclusively endorse certain categories of products, make certain appearances, participate in the production of promotional materials and social media activities and sign autographs. Arian Foster is entitled to total compensation under these agreements of up to approximately $687,750, $265,000 of which is contingent on achieving certain milestones, including playing in post-season games, earning individual honors such as rushing 2,000 yards in a season, scoring 10 touchdowns in a season, playing in the Pro Bowl, being the NFL rushing leader or Super Bowl Most Valuable Player or breaking the NFL single season rushing record.

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These contracts may be terminated in the event of breach of contract by Arian Foster or if Arian Foster fails to play in the NFL, is charged with criminal behavior or engages in conduct that adversely reflects on the sponsor. In addition, certain endorsement contracts may be terminated due to changes to NFL rules preventing reasonable use of the endorsement product. Management Agreement We have entered into an management agreement with our parent that will become effective upon the consummation of this offering, and pursuant to which our parent will provide us with management and administrative services, including providing and compensating our executive management and other personnel, as well as services relating to information technology support, brand management and other support operations, facilities, human resources, tax planning and administration, accounting, treasury and insurance. We have agreed to pay 5% of the amount of the gross cash received by us, if any, pursuant to our brand contracts during any quarterly period as remuneration for the services provided. The amount of gross cash received used to calculate this 5% fee will include any portion allocated to reduction in carrying value on our financial statements but shall not take into account the changes in fair value of the brand contracts. As such, the service fee under the management agreement will be determined based on the total amount of actual cash received under the brand contracts in a given quarterly period prior to any adjustments for fair value and without regard to the expected cash receipts in such quarter as reflected in the financial statements for that quarter. To the extent we receive no cash for any period then we would not owe any fee for any services provided during that period. We may evaluate the service fee from time to time to assess the continued appropriateness of the percentage of our cash receipts upon which the service fee is calculated, in light of the services being provided by our parent at the time and cost of those services. The agreement has an initial term through December 31, 2014, and will automatically renew for successive one-year terms each December 31 unless either party provides written notice of its intent not to renew at least three months prior to such renewal. We may also terminate any specific service and/or the agreement, without penalty, with 30 days prior written notice to Fantex Holdings. Fantex Holdings may terminate any specific service and/or the agreement with 180 days prior written notice to us, but if we, using our commercially reasonable efforts, are unable to either perform the services ourselves or enter into a reasonable arrangement with a third party to perform the services that we are unable perform ourselves, then Fantex Holdings will continue to perform such services for an additional period of 180 days. Risks Associated with Our Business Our ability to implement our business strategy is subject to numerous risks and uncertainties. We face many risks inherent in our business generally. You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading "Risk Factors," prior to making an investment in our Fantex Series Arian Foster. These risks include, among others, the following: Risks Relating to Our Limited Operating History, Financial Position and Capital Needs  We have incurred significant losses since our inception and anticipate that we will continue to incur losses in the future.



 We have a very limited operating history, which may make it difficult for you to evaluate the success of our business to date and to assess our future viability. Our business model also requires us to make substantial upfront payments to our contract parties in exchange for rights to future payments.

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 To date, we have not generated any revenues or cash flow from any brand contract, and following completion of this offering, our brand contract with Arian Foster will represent our only source of revenue or cash flow. We may not receive the cash amounts that we expect, or any at all, from our brand contract with Arian Foster or from any future brand contracts and we may never generate sufficient revenue to become profitable.



 We will need to obtain additional funding to acquire additional brands and we may also need additional funding to continue operations. If we fail to obtain the necessary financing, or fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and we may be forced to significantly delay, scale back or discontinue our operations. Risks Relating to Our Brand Contracts and Our Business  Our principal source of cash flow for the foreseeable future will be derived from our brand contracts.



 We do not have any experience managing brand contracts and we do not have any historical performance data about our brand contracts.



 Our cash flows under our brand contracts will depend upon the continued satisfactory performance of the related contract party, and we do not have any rights to require the contract party to take any actions to attract or maintain or otherwise generate brand income.



 The contract party is neither our affiliate, nor a director, officer or employee of our company and owes no fiduciary duties to us or any of our stockholders. The contract party has no obligation to enhance the value of the brand or disclose harmful information to the stockholders.



 Profitability of our brand contracts may also depend upon the contract party's ability to attract and maintain endorsements and attract and maintain other brand income generating activities.



 Brand income may decrease due to factors outside the control of the contract party, such as an injury, illness, medical condition or death of the contract party, or due to other factors such as public scandal or other reputational harm to the contract party. In any such event, it is likely that the brand income with respect to such brand contract will not return to its prior levels or may cease completely.



 The contract party or other third parties may refuse or fail to make payments to us under the brand contracts.



 Our brand contracts are not secured by any collateral or guaranteed or insured by any third party other than the contract party, and you must rely on Fantex to pursue remedies against the contract party in the event of any default.



 The brand contract does not restrict the contract party from incurring unsecured or secured debt, nor does it impose any other financial restrictions on the contract party.



 The financial and other information that we obtain from the contract party or other third parties may be inaccurate and may not accurately reflect the true financial position of the contract party, and the risk of default on the brand contract may be significant and may be higher than we anticipate.



 Our due diligence procedures may not reveal all relevant information regarding a targeted brand acquisition and may result in an inaccurate assessment of the projected value of an acquired brand.

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 The valuation of our brand contracts and expected ABI requires us to make material assumptions that may ultimately prove to be incorrect. In such an event, we could suffer significant losses that could materially and adversely affect our results of operations.



 Changes in government policy, legislation or regulatory interpretations could cause our business operations or offerings of tracking series to become subject to additional regulatory or legal requirements (including insurance and other regulations) that may adversely affect our business operations and ability to offer additional tracking series.



 The leagues, team owners, players associations, endorsement partners, elected officials or others may take actions that could restrict our ability or make it more costly for us to enter into future brand contracts.



 We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all. Risks Relating to Arian Foster  Arian Foster's NFL player contract is a significant portion of the current amounts we would receive under his brand contract.



 The value of our Arian Foster Brand is dependent upon the performance of, and to a lesser extent, the popularity of Arian Foster in the NFL.



 The profitability of Arian Foster's brand contract is substantially dependent upon Arian Foster's ability to enter into at least one additional multi-year NFL player contract on economic terms that are comparable to his existing NFL player contract, and, to a lesser extent, on his ability to successfully attract and retain endorsements during his playing career and thereafter in excess of amounts he has attracted historically and/or generate other brand income after his playing career.



 Our ability to increase the value of any of the Arian Foster Brand may be limited and our investments in the promotion of any of the Arian Foster Brand may cause the market value of our stock to decline.



 Arian Foster may suffer from an injury, illness or a medical condition; any injuries, illnesses or medical conditions of Arian Foster may affect the amounts received by us under the brand contract.



 Future negative publicity could damage Arian Foster's reputation and impair the value of his brand.



 Arian Foster could be negatively affected by an NFL work stoppage.



 Arian Foster could be negatively affected by current and future rules of the NFL.



 There could be a decline in the popularity of the NFL and/or the team on which Arian Foster plays in the NFL, or a decline in Arian Foster's popularity. Risks Relating to our Tracking Stock Structure  A specified portion of the ABI associated with each of our brand contracts will be attributed to our platform common stock rather than the associated tracking series. Therefore each of our tracking series will only partially reflect the economic performance of the associated brand contract and other assets and expenses of the associated brand.



 As a series of our common stock, any of our tracking series will be subject to the risk associated with an investment in Fantex as a whole.

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 The market price of our tracking series may not reflect the intrinsic value or performance of the associated tracking series brand.



 The market price of our tracking series may be more volatile than other publicly traded common stock because of our unique capital structure.



 Our capital structure may create conflicts of interest for our board of directors and management, which could have a material adverse effect on the market value of any of our tracking series.



 Our parent, Fantex Holdings, Inc., or Fantex Holdings, as a holder of our platform common stock, will have control over key decision making as a result of their control over a majority of our voting stock.



 Ownership of our platform common stock by our parent company and any of our officers or directors, may create, or appear to create, conflicts of interest with holders of our Fantex Series Arian Foster.



 Our officers and directors may have a conflict of interest or appear to have a conflict since almost all of our officers and directors are also officers and directors of Fantex Holdings.



 Our capital structure may decrease the amounts available for the payment of dividends to holders of our tracking series.



 Our board of directors has the ability to change our attribution policies at any time without a vote of our stockholders, which may adversely affect the market value of our Fantex Series Arian Foster.



 Our board of directors may, in its sole discretion, elect to convert any of our tracking series into our platform common stock, thereby changing the nature of your investment and possibly diluting your economic interest in Fantex or creating market uncertainty regarding the nature of your investment, any of which could result in a loss in value to holders of our tracking series. Risks Relating to this Offering and the Offering Process  There is no current trading market for our Fantex Series Arian Foster or any other series of our capital stock and if a trading market does not develop, purchasers of our Fantex Series Arian Foster may not be able to sell, or may have difficulty selling, their shares.



 Our Fantex Series Arian Foster is not a "covered security," or otherwise exempt from the "blue sky" securities laws governing sales and purchases of Fantex Series Arian Foster in each of the fifty states, and therefore we must register in each state in which offers and sales will be made.



 State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell shares of our Fantex Series Arian Foster.



 We expect that our offering will primarily attract individual investors, and therefore our initial public offering price may not be sustainable if and when trading begins, and the price of our Fantex Series Arian Foster could decline rapidly and significantly.



 We intend to issue additional tracking series, which would reduce then-existing investors' percentage of ownership in Fantex and may dilute our share value.



 Transaction costs for trades on the FBS ATS could decrease the liquidity of your investment in our Fantex Series Arian Foster and could reduce or eliminate any positive return on your investment in our Fantex Series Arian Foster.



 If a blog post published about us in August 2013 were held to be in violation of the Securities Act of 1933, we could be required to repurchase securities sold in this offering. You should rely

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only on statements made in this prospectus in determining whether to purchase shares of our Fantex Series Arian Foster.  Our compliance burdens and costs will be significant as a result of operating as a public company, particularly as a result of our tracking stock structure. Our management will be required to devote substantial time to compliance matters.



 If Fantex Series Arian Foster is not treated as a class of common stock of Fantex, adverse federal income tax consequences will result. Risks Relating to Our Affiliate, FBS, and the FBS ATS  To own or trade our Fantex Series Arian Foster, you must have a brokerage account with FBS and our Fantex Series Arian Foster will be traded in the secondary market only through the FBS ATS.



 The securities settlement process at FBS exposes it to certain risks specific to broker-dealers that clear their own trades, which include greater sanctions for errors vis-a-vis brokers that outsource these functions to third-party providers.



 The FBS website and the FBS ATS are each operated on computer hardware that is currently located in a third-party Web hosting facility and there may be interruptions or delays in service that are out of our, FBS's or the third party's control, which may result in an inability to sell your shares.



 If security measures at the FBS website and the FBS ATS are breached and unauthorized access is obtained to a customer's data, the FBS ATS may be perceived as not being secure and customers may curtail or stop trading on the platform. Risks Relating to the Latitude Given to Our Board and Fantex Holdings Our board of directors and Fantex Holdings will have extraordinary latitude to make decisions without your consent, and any of these decisions may have a material and adverse effect on your investment. Our board of directors will make any such decision in accordance with its good faith business judgment that such decision is in the best interests of our company and the best interests of all of our stockholders as a whole. In certain circumstances, decisions of the board of directors may also be subject to the approval of the conflicts committee. This may mean that our board of directors may make a decision that is not necessarily in your best interest but that may be in the best interests of all of our stockholders as a whole. Significant decisions that may be made by Fantex Holdings or our board of directors without your consent include the following:  Voting. Holders of shares of our Fantex Series Arian Foster and our platform common stock are each entitled to one vote per share of such stock. Following the consummation of this offering, Fantex Holdings, our parent company, will hold all 100,000,000 outstanding shares of our platform common stock, and thus will hold approximately 99% of the voting power of our outstanding common stock. As a result, our parent, Fantex Holdings will have control over key decision making as a result of their control over a majority of our voting stock, including, for example, election of our board of directors and other major stockholder decisions, such as a whether or not to enter into a change of control of the company.



 Conversion. Our board of directors may, in its sole discretion, elect to convert any of our tracking series into our platform common stock, thereby changing the nature of your investment and possibly diluting your economic interest in Fantex, which could result in a loss in value to holders of our tracking series.

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 Dividends. Our board of directors is permitted, but not required, to declare and pay dividends on our platform common stock or any of our tracking series. Our board of directors has discretion to declare a dividend on any series of common stock without declaring a dividend on any other series of our common stock, but not in excess of the available dividend amounts for each series. Our board of directors may change its dividend policy at any time and from time to time. However, our board of directors will not in any event change the definition of "available dividend amount" for any series of our common stock or declare dividends on any series of our common stock in excess of the "available dividend amount" for that series.



 Sale of Brands. Our board of directors may in its discretion sell all or substantially all of the assets of a tracking series brand. If we do so (but not in connection with a sale of our company as a whole), our board of directors has the discretion to either pay a dividend to holders of the related tracking series, redeem shares of the related tracking series, convert the outstanding shares of the related tracking series into platform common stock, or they may choose any combination of the foregoing (however, they must choose one of these options).



 Attribution Policies. Our board of directors may, without stockholder approval, modify, change, rescind or create exceptions to our management and attribution policies for purposes of attributing our assets and liabilities between and among our platform unit and various other business units that we intend to establish from time to time, and attributing between these different business units other items (such as debt, corporate overhead, taxes, corporate opportunities and other charges and obligations) in a manner we deem reasonable after taking into account all material factors. However, our board of directors will not in any event reallocate the "underlying assets" for any tracking series, as such term is defined in the certificate of designation for that series. For the Fantex Series Arian Foster, the "underlying assets" are 95% of the ABI. Conflicts of Interest The offering is being conducted in accordance with the applicable provisions of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc., or FINRA, because one of the underwriters, FBS, will have a "conflict of interest" pursuant to Rule 5121(f)(5)(B) because Fantex is under common control with FBS, and pursuant to Rule 5121(f)(5)(C)(ii) because at least five percent of the net offering proceeds, not including underwriting compensation, are intended to be directed to an affiliate of FBS. Rule 5121 requires that a "qualified independent underwriter" as defined in FINRA Rule 5121 must participate in the preparation of the registration statement of which this prospectus forms a part and perform due diligence investigations with respect to the registration statement and this prospectus. Accordingly, Stifel, Nicolaus & Company, Incorporated is assuming the responsibilities of acting as the "qualified independent underwriter" in the offering. In consideration for its services and expenses as the qualified independent underwriter, FBS has agreed to pay Stifel, Nicolaus & Company, Incorporated a fee equal to $263,750, assuming the sale of 1,055,000 shares of the Fantex Series Arian Foster in this offering at an initial public offering price of $10.00 per share (in each case, the amounts set forth on the front cover of this prospectus). Pursuant to FINRA Rule 5121, FBS will not confirm sales to accounts in which it exercises discretionary authority, if any, without the specific prior written approval of the account holder. See "Underwriting (Conflicts of Interest)Conflicts of Interest." Corporate Information Our principal executive offices are located at 330 Townsend Street, Suite 234, San Francisco, CA 94107, and our telephone number is (415) 592-5950. Our website address is www.fantexinc.com. The website address for FBS is www.fantex.com. Neither information contained on our website or the

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website of FBS is incorporated by reference into this prospectus, and you should not consider information contained on either of these websites to be part of this prospectus. Our logo, "Fantex," and other trademarks or service marks of Fantex Holdings, our parent company, appearing in this prospectus are the property of Fantex Holdings. This prospectus contains additional trade names, trademarks and service marks of other companies. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply relationships with, or endorsement or sponsorship of us by, these other companies. Subsequent use of such trademarks and service marks in this prospectus and prospectus supplements may occur without their respective superscript symbols (TM or SM) in order to facilitate readability and does not constitute a waiver of any rights that might be associated with the respective trademarks or service marks. Implications of Being an Emerging Growth Company As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:  a requirement to have only two years of audited financial statements and only two years of related MD&A;



 an exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting;



 an extended transition period for complying with new or revised accounting standards;



 reduced disclosure about the company's executive compensation arrangements; and



 no non-binding advisory votes on executive compensation or golden parachute arrangements. We may take advantage of these provisions for up to five years or such earlier time when we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our capital stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of other reduced reporting requirements in this prospectus, and we may choose to do so in future filings. To the extent we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold equity interests.

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THE OFFERING

Shares offered 1,055,000 shares of Fantex Series Arian Foster. Common stock to be outstanding after this offering 100,000,000 shares of platform common stock and 1,055,000 shares of Fantex Series Arian Foster. Offering type The offering is being conducted on a best efforts, all or none basis. To the extent that there is insufficient interest in shares of our Fantex Series Arian Foster, this offering may be cancelled and no shares of our Fantex Series Arian Foster would be sold to the public. Voting rights The holders of shares of our Fantex Series Arian Foster and our platform common stock are each entitled to one vote per share of such stock. Following the consummation of this offering, Fantex Holdings, our parent company, will continue to hold approximately 99% of the voting power of our outstanding common stock. See "Description of Capital Stock." Conversion Our board of directors may at any time convert shares of our Fantex Series Arian Foster into fully paid and non-assessable shares of our platform common stock at a conversion ratio to be determined by dividing the fair value of a share of our Fantex Series Arian Foster by the fair value of a share of our platform common stock. For a further description, including how we would determine the fair value of shares of our platform common stock and our Fantex Series Arian Foster, please see "Description of Capital Stock." Liquidation In the event of a liquidation, dissolution or winding up of Fantex, including a change of control of Fantex, after payment or provision for payment of our debts and liabilities, each share of our common stock (including the Fantex Series Arian Foster and the platform common stock) will be entitled to receive a proportionate interest in the net assets of Fantex remaining for distribution to holders of common stock equal to the fair value of such share, provided that if the assets legally available for distribution to the holders of common stock are insufficient to permit the payment in full to each share of common stock the amount to which they would otherwise be entitled, then such assets available for distribution to the holders of common stock will be distributed to all holders of common stock ratably in proportion to the full amounts which they would be entitled to receive on shares of common stock held by them. If all distributions required above are made and there remain any assets available for distribution to holders of common stock such assets shall be divided among the holders of common stock in proportion to the amounts that were payable as required above in respect of the shares held by them. For a further description, including

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how we would determine the fair value of shares of our platform common stock and our Fantex Series Arian Foster, please see "Description of Capital Stock." Use of proceeds As consideration for the ABI under our brand contract with Arian Foster we will pay him a one-time cash amount of $10.0 million contingent upon our ability to obtain financing. We will use up to $10.0 million of our net proceeds from this offering, together with existing cash and cash equivalents if necessary, to fund the payment of this purchase price to Arian Foster. See "Use of Proceeds." Electronic form and transferability The Fantex Series Arian Foster (and any shares of our platform common stock issuable upon conversion of the Fantex Series Arian Foster) will be issued in electronic form only and will be available exclusively through our broker-dealer affiliate, FBS. Shares of our Fantex Series Arian Foster are new securities; there are currently none issued and there is currently no established market. We do not intend to apply for a listing of our Fantex Series Arian Foster or our platform common stock on any securities exchange or for their inclusion in any established automated dealer quotation system. Accordingly, we cannot assure you as to the development or liquidity of any market for our Fantex Series Arian Foster or our platform common stock. Neither Fantex Series Arian Foster nor our platform common stock will be listed on any exchange and neither will be transferable except through the FBS ATS. There can be no assurance that an active trading market for the Fantex Series Arian Foster or platform common stock will develop, or that you will be able to resell shares of our Fantex Series Arian Foster or platform common stock at a price that would reflect their fundamental value, if at all. U.S. federal income tax consequences For material U.S. federal income tax consequences of the acquisition, ownership, disposition and conversion of the Fantex Series Arian Foster and platform common stock, please see "Material U.S. Federal Income Tax Considerations" herein. Maximum Investment Limits and Financial Suitability An investment in Fantex Series Arian Foster is subject to certain maximum investment limits, some of which are based on financial suitability. See "Underwriting (Conflicts of Interest)Offering ProcessMaximum Investment Limits and Financial Suitability." Risk factors You should read "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in our Fantex Series Arian Foster. FBS ATS trading symbol Fantex Arian Foster The number of shares of our common stock to be outstanding after this offering is based on 100,000,000 shares of our platform common stock outstanding as of June 30, 2013 and no shares of our Fantex Series Arian Foster outstanding as of June 30, 2013 and excludes 7,500,000 shares of our

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platform common stock that will be reserved for future issuance under our 2013 Equity Incentive Award Plan. Except as otherwise indicated, all information in this prospectus assumes:  a 1,000,000-for-1 stock split of our common stock to be effective prior to the consummation of this offering;



 the reclassification of all outstanding shares of our common stock into shares of our platform common stock upon effectiveness of the stock split referred to above;



 that our amended and restated certificate of incorporation, which we will file in connection with the consummation of this offering, is in effect; and



 that our certificate of designations for the Fantex Series Arian Foster, which we will file in connection with the consummation of this offering, is in effect.

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QUESTIONS AND ANSWERS

Q: What is our business ?



A: We are a brand acquisition, marketing and brand development company whose focus is on acquiring minority interests in the income associated with the brands of professional athletes, entertainers and other high-profile individuals and assisting such individuals in enhancing the reach and value of their respective brands. We intend to focus our business on three core areas: evaluating, targeting and accessing individuals and brands with the potential to generate significant brand income, acquiring minority interests in such brand income, and assisting our acquired brands in increasing their value via technology and through leveraging our marketing, advertising and strategic partnering expertise.



Q: What are the securities that we are offering ?



A: We are offering shares of our Fantex Series Arian Foster. We have entered into, and subsequently amended and restated, a brand contract with Arian Foster, a professional athlete in the National Football League, or NFL, pursuant to which we will acquire a minority interest equal to 20% of the gross monies or other consideration (including rights to make investments) that Arian Foster receives from and after February 28, 2013, subject to specified exceptions, as a result of his activities in the NFL and related fields (including activities in a non-NFL football league), such as broadcasting and coaching. We are attributing 95% of our acquired brand income, or ABI, under the Arian Foster brand contract to a tracking unit that we refer to as the Arian Foster Brand. Our Fantex Series Arian Foster is intended to track and reflect the separate economic performance of the Arian Foster Brand. In addition, we will attribute to the Arian Foster Brand certain expenses of Fantex, including in certain cases expenses related to other series of our common stock that may be issued from time to time in the future. See "Management and Attribution Policies." Holders of shares of our Fantex Series Arian Foster will have no direct investment in the businesses or assets attributed to the Arian Foster Brand. Rather, an investment in Fantex Series Arian Foster will represent an ownership interest in our company as a whole. Q: Are there any risks associated with an investment in our Fantex Series Arian Foster ?



A: Yes . Our Fantex Series Arian Foster is highly risky and speculative. Investing in our Fantex Series Arian Foster should be considered only by persons who can afford the loss of their entire investment. Please see "Risk Factors" beginning on page 31.



Q: Will we offer additional securities in the future ?



A: We intend to enter into additional brand contracts in the future and we are actively pursuing these brand contracts, although as of October 17, 2013 we have no current commitments to enter into another brand contract. Any brand contracts that we enter into in the future with other contract parties are expected to be contingent upon obtaining financing to fund the acquisition of the minority interest in the respective brands. We intend to finance the acquisition of additional brands, at least in part, through the issuance of additional tracking series linked to the value of such brands.



Q: What happens to the remaining 5% of the ABI under the Arian Foster brand contract?



A: The Arian Foster Brand will initially include as an attributed asset 95% of ABI under our Arian Foster brand contract, as amended. The remaining 5% of our ABI under the Arian Foster brand contract will be attributed to another series of our common stock that we refer to as our platform common stock. We also intend to attribute a similar interest of each of our future brand contracts

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to our platform common stock, such that our platform common stock would have a small interest in the ABI of all of our brand contracts. We intend to use the income attributed to our platform common stock for general corporate and working capital purposes, including investments and expenses that may be generally applicable to all our brands. The attribution of this income to the platform common stock also gives our platform common stock a value for purposes of any future conversion of any of our tracking series, including our Fantex Series Arian Foster, into the platform common stock. Q: Who is Arian Foster?



A: Arian Foster is a running back for the Texans in the NFL. He has been in the NFL since 2009. Arian Foster attended the University of Tennessee, where he was the starting running back for three seasons. Arian Foster went undrafted in the 2009 draft and signed with the Texans as an undrafted free agent. Arian Foster was born on August 24, 1986 and is 27 years old as of October 17, 2013, and he currently lives in Houston, Texas with his wife, daughter and son. During the 2010 NFL season, Arian Foster was the leading rusher in the NFL with 1,616 rushing yards. Arian Foster was named First Team All Pro in 2010 and Second Team All Pro in 2011. Arian Foster has also been selected to three Pro Bowl appearances, in each of the 2010, 2011 and 2012 seasons. In addition, Arian Foster led the NFL in carries in 2012, with 351 (405, including post-season games), and was in the top six in carries in 2011 and 2010 with 278 and 327 carries, respectively.

Arian Foster is reported to have experienced an irregular heartbeat on numerous occasions since he was 12 years old, and in one instance he was reported to have left a regular season NFL game early due to this condition. In addition, Arian Foster played with a torn meniscus, or cartilage in the knee, during the 2010 NFL season, without publicly disclosing the injury until after the season when he underwent surgery to repair the injury. Arian Foster's playing status was questionable for two games during the 2011 NFL season, and he missed three games due to hamstring issues. A knee injury during the 2012 pre-season also made his season debut questionable. In addition, Arian Foster recently underwent an MRI on his right calf that was strained during off-season practice in May 2013 and has missed most of training camp due to a lingering back pain. Arian Foster has experienced these and other instances of normal wear and tear as an athlete in the NFL and we expect that Arian Foster will continue to experience such wear and tear. Any worsening of these conditions, or re-injury or new injury, could materially and adversely affect Arian Foster's playing performance and the value of the Arian Foster Brand. Q: What is the Arian Foster brand contract?



A: The brand contract, as amended, is a contract between us and Arian Foster, assigning to us 20% of the Arian Foster brand income from and after February 28, 2013. In exchange, we have agreed, subject to completion of this offering, to pay Arian Foster $10.0 million, after which we will have no further payment obligations to him under the Arian Foster brand contract. The brand contract is intended to be effective in perpetuity and may be terminated only upon mutual agreement of Arian Foster and us. Any decision by us to terminate the brand contract will be made solely by our board of directors in good faith and will not be submitted to a vote of our stockholders. We do not intend to terminate the brand contract with Arian Foster unless we are paid consideration by him that we deem sufficient to compensate us for any reasonably expected future ABI at the time, or if our expectation of future ABI under the brand contract is not sufficient in our view to justify incurring continued expense in connection with maintenance of such brand contract.

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Q: What is brand income under the Arian Foster brand contract?



A: Brand income means any amounts that Arian Foster may receive from and after February 28, 2013, subject to specified exceptions, as a result of his activities (including licensing of rights) in the NFL and related fields (including activities in a non-NFL football league), including each of the following: coaching, football camps, television or Internet programming (with respect to which he either performs in the role of a professional or amateur football player, or performs as himself), radio (terrestrial or satellite), motion picture (solely to the extent Arian Foster appears as himself, such as in a documentary, or is an actor in a motion picture playing the role of himself or an amateur or professional football), literary works the subject of which is Arian Foster, publications, personal appearances, memorabilia signings and events, and the use of Arian Foster's name, voice, likeness, biography or talents for purposes of advertising and trade, including without limitation sponsorships, endorsements, merchandising and appearances.

For example, Arian Foster recently appeared as himself on an episode of the television series Hawaii Five-O. Compensation paid to Arian Foster for this appearance will be excluded from brand income because it was received before February 28, 2013, but similar payments made after February 28, 2013 will be included in brand income because such income will be received generally as a result of Arian Foster's brand, and more specifically derived from television programming in which Arian Foster performs as himself or in the role of a professional football player or participated in professional football. For instance, Arian Foster has recently been cast as a professional running back in a new Kevin Costner film, Draft Day . Compensation that is paid to Arian Foster for this role would be included as brand income because it would be derived from a motion picture in which Arian Foster plays the role of a professional or amateur football player. Q: Is there anything excluded from brand income under the Arian Foster brand contract?



A: Yes . We will not be entitled to any amounts related to any income received by Arian Foster that is not specifically included in his brand income, such as investments and income not related to the NFL and related fields. In addition, Arian Foster has elected to exclude from brand income (i) income derived from: motion pictures and television (unless, in each case, Arian Foster either performs in the role of a professional or amateur football player, or performs as himself), music (including writing, recording, publishing, artist management, touring), children's books, and any and all merchandising and exploitation rights relating to any of these foregoing excluded categories; (ii) any amounts received from the following entities (or their affiliates as of February 28, 2013): (1) Fuse Science, Inc. and (2) Mobli Media Inc; (iii) $6.25 million received by Arian Foster in March 2013 as the final payment to him from the Texans for his signing bonus from the March 5, 2012 contract with the Texans; and (iv) any merchandise credit payable to Arian Foster pursuant to that certain agreement, dated effective as of March 1, 2012, between Arian Foster and Under Armour, Inc. (but all other cash consideration under such contract is included in brand income). You should not consider any of these when considering an investment in the Fantex Series Arian Foster.



Q: Do investors in the Fantex Series Arian Foster invest directly in Arian Foster?



A: No . Investors in our Fantex Series Arian Foster are investing in Fantex and not in the brand contract or Arian Foster. However, Fantex Series Arian Foster is intended to track and reflect the separate economic performance of the businesses and assets to be attributed to the Arian Foster Brand. Only Fantex will have rights under the brand contract and recourse against Arian Foster.

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Q: Will you report separate financial information about the Arian Foster Brand?



A: Yes. Although investors in our Fantex Series Arian Foster are investing in our securities and not in the brand contract or Arian Foster, we will report and include as an exhibit in our periodic filings that we make under the Securities Exchange Act of 1934, as amended, or the Exchange Act, unaudited attributed financial information that will include balance sheet, statement of operations and cash flow information for each tracking series, including Fantex Series Arian Foster, as well as an explanation of the methods used in attributing the information to the tracking series. In addition, we would provide in such exhibit for each tracking series comparative financial information together with a discussion and analysis of that information that described reasons for changes between periods and other developments or events material to the performance of such tracking series.

In addition, at least until such time as we no longer have significant concentration among our brands relative to our consolidated financials we will include in our audited annual reports statements of cash receipts from included contracts with respect to each of our brand contracts. Q: How did we verify information provided by Arian Foster?



A: Prior to entering into the brand contract with Arian Foster, we conducted due diligence and reviewed the included contracts and other documents to support our estimate of his projected brand income. We also ran credit checks on Arian Foster to verify his payment history and track record of performing under other obligations. We also commissioned a third-party background check to determine whether there was any other relevant information that might be useful in our evaluation of the Arian Foster Brand.



Q: How will we verify information about the brand income of Arian Foster in the future?



A: Under the Arian Foster brand contract Arian Foster is required to make ongoing payments and reports to us of brand income as well as other material information, and we have audit rights that we will utilize to verify the information that we receive. In addition, as noted above, at least until such time as we no longer have significant concentration among our brands relative to our consolidated financials, a statement of cash receipts from included contracts with respect to each of our brand contracts, including the Arian Foster brand contract, will be audited on an annual basis.



Q: How did we determine the purchase price for the ABI under the Arian Foster brand contract?



A: We determined the purchase price for the ABI based on an arm's-length negotiation with Arian Foster. As part of our assessment of the value of the ABI, we applied a discounted cash flow analysis to our estimate of the lifetime brand income earning potential of Arian Foster based on a number of our own estimates and assumptions. Please see "Business" and "Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies" for further discussion of the type of factors that we generally consider in our assessments of value of brands we seek to acquire, as well as specific factors that we considered in our assessment of Arian Foster's lifetime brand income earning potential.

There can be no assurances that our assumptions and estimates will be accurate, and a failure of any of our assumptions or estimates to be accurate could have a materially adverse impact on your investment return on our Fantex Series Arian Foster. It is also important to note that Arian Foster was the first contract party with whom we entered into a brand contract. As a result, our assumptions and estimates underlying our valuation of his brand are necessarily subject to greater uncertainty than we expect would be the case for future brand valuations. In particular, we estimated a significant increase in the lifetime brand income that we believe Arian Foster may

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earn as a result of his endorsements, as compared to his historical earnings from endorsements. We believe this was appropriate for several reasons. First, Arian Foster was an un-drafted free agent, and thus we believe his historical endorsement earnings in his first several seasons were significantly lower than his longer-term potential. We believe that endorsement income for players in skill positions increases for those who demonstrate a sustained and consistently high level of success and achievement at their position. Arian Foster is coming off three consecutive seasons of high achievement as a running back in the NFL, and thus we believe he is poised to begin to realize a higher level of endorsement income. In addition, we believe that Arian Foster has potential for generating other brand income, such as through certain motion pictures and/or broadcasting, as evidenced by his recent appearance as himself on an episode of the television series Hawaii Five-O, and his recently landed role as a professional running back in a new Kevin Costner film, Draft Day . We do not know, however, if his reputation and brand will be enhanced as a result of his being our first contract party, or whether any of our other assumptions and expectations discussed in this prospectus will prove to be true. Before you make an investment in our Fantex Series Arian Foster, you should make your own assessment of the value of the brand contract and the shares of our Fantex Series Arian Foster, including for example your own assessment of Arian Foster's lifetime brand income earning potential (both from his NFL playing career, endorsements and other brand income generating activity) as well as the present value of those potential lifetime earnings based on discount rates you think are appropriate to account for the risks inherent in the assumptions and estimates underlying such assessments. Q: Is the Arian Foster brand contract secured by any collateral?



A: No . The Arian Foster brand contract is not secured by any collateral. In addition, the Arian Foster brand contract also does not impose any other financial restrictions on him, including any restriction from incurring unsecured debt. The amounts that Arian Foster owes us under the brand contract are unsecured and payments to us depend on Arian Foster's creditworthiness, which may change in the future. If Arian Foster incurs additional secured or unsecured debt after this offering, or if he incurs excessive expenses, he may be impaired in his ability to make payments to us under the brand contract. In addition, additional debt or expenses may adversely affect his creditworthiness generally, and could result in his financial distress, insolvency, or bankruptcy. If Arian Foster incurs other indebtedness or expenses and cannot pay all of his indebtedness or expenses, he may choose to make payments to other creditors rather than us. If Arian Foster declares bankruptcy any amounts owed to us will only be paid out after all of his secured debt is repaid.



Q: To the extent that Arian Foster fails to make a required payment under the brand contract can the investors in our Fantex Series Arian Foster collect payments themselves?



A: No . The brand contract is between Arian Foster and us, and as a stockholder, you have no rights under the brand contract as a third-party beneficiary, or otherwise. In the event of any default under the brand contract, you must rely on us to collect any amounts due and you will be unable to pursue any claims against Arian Foster directly. We intend to enforce all contractual obligations to the extent we deem necessary and in the best interest of the company and its stockholders. Express remedies provided in the brand contract in the event of late payments include (1) payment of interest at prime rate plus 3% per year, and (2) public disclosure of such late payments as well as other remedies available to us at law, including the ability to file a judicial action seeking the payment of all amounts owed to us from Arian Foster and, as applicable, the counterparties to the included contracts with Arian Foster.

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Q: What happens if Arian Foster is injured or suffers any other illness or medical condition, retires or fails to make an NFL roster?



A: A significant portion of Arian Foster's brand income is dependent on his continued satisfactory performance in the NFL and is not guaranteed. If he retires from the NFL at any time within two years following this offering, other than as a result of injury, illness or medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $10.5 million (net of any amounts previously paid to us by him pursuant to the brand contract). Otherwise, if he stops playing in the NFL for any reason, either voluntary or involuntary, his brand income would likely decline. Arian Foster has no obligation to take any actions to generate brand income, and subject to the limited obligation to reimburse us funds as discussed above, he may choose not to do anything to generate brand income following the date on which we pay the purchase price.



Q: Will we make dividend payments on Fantex Series Arian Foster or other series of our common stock that may be outstanding in the future?



A: Our board of directors would be permitted, but not required, to declare dividends from time to time on any series of our common stock, including the Fantex Series Arian Foster. Dividends will be limited to an amount up to the "available dividend amount" for such Series. Following this offering, we intend to pay periodic cash dividends out of available cash for each tracking series, including Fantex Series Arian Foster, equal to an amount in excess of 20% of the "available dividend amount" for each such series. Our board of directors may change its dividend policy at any time and from time to time, and we may retain some or all available funds and future income to support our operations and finance the growth and development of our business as well as, in some cir