ITG completes IPO and repays debt with proceeds

ITG, Inc. completed its initial public offering, selling 19,512,196 shares of Class A common stock at $16.00 per share, with underwriters exercising their option to purchase an additional 2,926,829 shares.

Rhea-AI Filing Summary

ITG, Inc. completed its initial public offering, selling 19,512,196 shares of Class A common stock at $16.00 per share, with underwriters exercising their option to purchase an additional 2,926,829 shares. The company contributed the net proceeds to a subsidiary, which bought LLC interests from ITG Parent, and ITG Parent used those proceeds to repay borrowings under the revolving credit facility and term loan facility.

In connection with the offering, ITG adopted an amended and restated charter and bylaws, entered into an underwriting agreement, stockholders agreement, registration rights agreement, tax receivable agreement, and indemnification agreements for directors and officers. The board appointed two new independent directors, established committee roles, and approved the Omnibus Incentive Plan, under which directors received equity awards valued at about $120,000 each and key executives received IPO-related equity awards with grant date fair values of $2,500,000 and $800,000, partly in time-vested RSUs and partly in performance-based RSUs vesting through December 31, 2028.

Insights

Capital markets and corporate governance analyst

ITG closes IPO, restructures debt, and formalizes governance and incentive frameworks.

The company completed a Class A share offering at $16.00 and an underwriter option exercise, channeling net proceeds through its holding structure so ITG Parent could repay borrowings under its revolving credit and term loan facilities. This reduces reliance on bank debt and aligns the structure with a typical post-IPO Up-C framework.

Alongside the capital raise, ITG implemented an Omnibus Incentive Plan, granted director and executive equity awards with performance components measured through December 31, 2028, and adopted an amended charter, bylaws, and indemnification agreements. These steps establish long-term incentive alignment and governance practices expected of a newly public company, without changing previously disclosed economic terms.

8-K Event Classification

7 items: 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO shares issued: 19,512,196 shares Underwriter option shares: 2,926,829 shares IPO price: $16.00 per share +5 more

8 metrics

IPO shares issued 19,512,196 shares Class A common stock sold at $16.00 per share

Underwriter option shares 2,926,829 shares Additional Class A shares purchased by underwriters

IPO price $16.00 per share Public offering price for Class A common stock

Class A shares to Oaktree Blocked Fund 26,005,508 shares Issued July 1, 2026 to continuing equity owner

Class B shares to Oaktree Aggregator 31,880,101 shares Paired with equivalent LLC interests in ITG Parent

Class B shares to ITG Management Holdings 43,832,585 shares Issued to another continuing equity owner

Director RSU grant value $120,000 Grant date fair value per director under Omnibus Plan

Executive IPO awards $2,500,000 and $800,000 Grant date fair values for Parrott and Mecray awards

Key Terms

Tax Receivable Agreement, Omnibus Incentive Plan, restricted stock units, performance RSUs, +2 more

6 terms

Tax Receivable Agreement financial

"Tax Receivable Agreement, dated as of July 1, 2026, by and among ITG, Inc., ITG Parent, LLC and the TRA Holders"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Omnibus Incentive Plan financial

"Effective June 30, 2026, following the approval of the stockholders of the Company, the Board adopted the Omnibus Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

restricted stock units financial

"Such awards were in the form of restricted stock units (“RSUs”) that vest in their entirety"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance RSUs financial

"60% of the IPO Awards were in performance RSUs that vest based on company financial performance metrics"

Performance RSUs are promises to deliver company shares to executives or employees only if the business meets preset goals such as revenue, profit, stock price, or operational targets. They matter to investors because they align management pay with measurable company results and can affect the number of shares outstanding and future earnings per share once the shares are issued. Think of them as a bonus paid in stock that only arrives if the team hits the agreed milestones.

Amended and Restated Certificate of Incorporation regulatory

"the Company filed an amended and restated certificate of incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

indemnification agreements regulatory

"the Company entered into indemnification agreements with each of its executive officers and directors"

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ITG (ITG) announce about its initial public offering?

ITG completed an initial public offering of 19,512,196 Class A shares at $16.00 per share, and underwriters exercised their option for 2,926,829 additional shares. Net proceeds were routed through subsidiaries and used to purchase LLC interests and repay company borrowings.

How will ITG (ITG) use the proceeds from its IPO shares?

Net proceeds were contributed to ITG Intermediate, which purchased LLC interests from ITG Parent. ITG Parent then used the cash to repay amounts outstanding under the revolving credit facility and term loan facility, shifting capital structure toward equity funding.

What equity awards did ITG (ITG) grant to directors and executives?

Non-employee directors received restricted stock unit awards with grant date fair values of about $120,000 each. Executives Andrew D. Parrott and Christopher H. Mecray received IPO-related equity awards valued at $2,500,000 and $800,000, respectively, split between time-vested and performance RSUs.

How do ITG (ITG) executive IPO awards vest over time?

For the IPO awards, 40% are RSUs that vest 25% at grant and 25% annually over three additional years. The remaining 60% are performance RSUs that vest based on company financial metrics measured from the offering date through December 31, 2028.

What governance changes did ITG (ITG) implement around its IPO?

ITG adopted an amended and restated charter and bylaws, entered into a stockholders agreement, registration rights agreement, tax receivable agreement, and indemnification agreements, and approved an Omnibus Incentive Plan. Two independent directors were appointed, with defined committee roles on the audit and governance committees.

Who are the new independent directors joining ITG (ITG)’s board?

The company appointed Francis A. Braun III and Dylan G. Petre as independent directors effective upon listing of Class A shares. Braun will chair the Audit Committee, while Petre will serve on the Nominating and Corporate Governance Committee, with initial terms tied to upcoming annual meetings.

What is the structure of ITG (ITG)’s ownership after the IPO?

On July 1, 2026, ITG issued 26,005,508 Class A shares to Oaktree Blocked Fund, 31,880,101 Class B shares plus equivalent LLC interests to Oaktree Aggregator, and 43,832,585 Class B shares to ITG Management Holdings, forming the continuing equity owners under the Up-C structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 08:24 PM Learn about SEC filing dates

ITG, Inc./DE/ --12-31 false 0002110117 0002110117 2026-07-02 2026-07-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

ITG, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43381		30-1479306
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2400 E Commercial Blvd Ste 1000

Fort Lauderdale, FL 33308

(Address of Principal Executive Offices) (Zip code)

Registrant’s telephone number, including area code: (615) 447-5347

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ITG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering”) by ITG, Inc. (the “Company”) of its shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), described in the prospectus (the “Prospectus”), dated June 30, 2026, filed with the Securities and Exchange Commission on July 1, 2026, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to form a part of the Registration Statement on Form S-1 (File No. 333-296557) (as amended, the “Registration Statement”), the following agreements were entered into:

• the Underwriting Agreement, dated June 30, 2026 (the “Underwriting Agreement”), by and among the Company, ITG Parent, LLC, a Delaware limited liability company (“ITG Parent”), and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), which contains customary representations and warranties of the parties and indemnification of the Underwriters by the Company;

• the Second Amended and Restated Limited Liability Company Agreement of ITG Parent, dated as of July 1, 2026, by and among the Company and the other signatories party thereto (the “ITG Parent LLC Agreement”);

• the Tax Receivable Agreement, dated as of July 1, 2026, by and among the Company, ITG Parent and the TRA Holders (as defined therein) (the “Tax Receivable Agreement”).

• the Stockholders Agreement, dated July 2, 2026, by and among ITG, Inc., OCM Power VI AIV Holdings (Delaware), L.P. (“Oaktree Blocked Fund”), OCM ITG Aggregator, LLC (“Oaktree Aggregator”), and ITG Management Holdings, LLC (the “Stockholders Agreement”);

• the Registration Rights Agreement, dated as of July 2, 2026, by and among the Company, Oaktree Blocked Fund, Oaktree Aggregator, ITG Management Holdings, LLC and each of the other signatories from time to time party thereto (the “Registration Rights Agreement”); and

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein under “Underwriting (Conflicts of Interest)” and “Certain Relationships and Related Party Transactions,” and which descriptions are also incorporated by reference into this Item 1.01.

The descriptions of the Underwriting Agreement, the Stockholders Agreement, the Registration Rights Agreement, the ITG Parent LLC Agreement and the Tax Receivable Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Stockholders Agreement, the Registration Rights Agreement, the ITG Parent LLC Agreement and the Tax Receivable Agreement, which are filed herewith as Exhibits 1.1, 4.1, 4.2, 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01.

Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Item 3.02 Unregistered Sales of Equity Securities.

On July 1, 2026, as contemplated by the transactions described in the Prospectus under “Organizational Structure,” the Company issued 26,005,508 shares of Class A Common Stock to Oaktree Blocked Fund, 31,880,101 shares of its Class B common stock, par value $0.001 per share (the “Class B Common Stock”), to Oaktree Aggregator (together with an equivalent number of common units representing limited liability company interests in ITG Parent (the “LLC Interests”)) and 43,832,585 shares of Class B Common Stock to ITG Management Holdings, LLC (collectively with Oaktree Blocked Fund and Oaktree Aggregator, the “Continuing Equity Owners”). Such issuances were undertaken in reliance on an exemption from the registration requirements of the Securities Act pursuant to

Section 4(a)(2) thereof as transactions by an issuer not involving any public offering. The Continuing Equity Owners may from time to time, require ITG Parent to redeem all or a portion of the LLC Interests in exchange for, at the Company’s election (determined solely by a majority of the Company’s disinterested directors), newly issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of our Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the ITG Parent LLC Agreement; provided that, at the Company’s election (determined solely by a majority of the Company’s disinterested directors), the ITG Parent may effect a direct exchange by the Company of such Class A common stock or such cash, as applicable, for such LLC Interests.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Item 1.01 regarding the Registration Rights Agreement and in Item 5.03 hereto is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors; Committee Composition; Director Compensation

On July 1, 2026, effective upon the listing of our Class A Common Stock, Francis A. Braun III and Dylan G. Petre were appointed to the board of directors of the Company (the “Board”). Mr. Petre will serve as a director until the Company’s first annual meeting of stockholders following the completion of the Offering and Mr. Braun will serve as a director until the Company’s second annual meeting of stockholders following the completion of the Offering.

Mr. Braun and Mr. Petre will both serve as independent directors on the Board. Mr. Petre will serve on the Nominating and Corporate Governance Committee of the Board, while Mr. Braun will serve as the chair of the Audit Committee of the Board.

Biographical information for Mr. Braun and Mr. Petre is set forth in the Prospectus under the caption “Management” and is incorporated herein by reference.

The Board determined that Mr. Braun and Mr. Petre both meet the independence requirements under the rules of the Nasdaq Stock Market LLC. Except as set forth under the heading “Certain Relationships and Related Person Transactions” in the Prospectus, each of the current directors on our Board has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the consummation of the Offering, the Company granted equity awards under the ITG, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) to Mr. Braun as well as Mr. William G. LaPerch, one of the Company’s existing directors, in each case, with a grant date fair value of approximately $120,000. Such awards were in the form of restricted stock units (“RSUs”) that vest in their entirety on the date of the Company’s first annual meeting of stockholders following the completion of the Offering.

ITG, Inc. Omnibus Incentive Plan

Effective June 30, 2026, following the approval of the stockholders of the Company, the Board adopted the Omnibus Plan substantially in the form previously filed as Exhibit 10.8 to the Registration Statement. For further information regarding the Omnibus Plan, see “Executive Compensation-Actions Taken in Connection with this Offering-Omnibus Incentive Plan” in the Prospectus.

Copies of the Omnibus Plan, Form of Restricted Stock Unit Grant Notice and Award Agreement governing the terms of RSUs issued pursuant to the Omnibus Plan, Form of Performance Restricted Stock Unit Grant Notice and Award Agreement governing the PSUs issued pursuant to the Omnibus Plan and Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement governing the terms of RSUs issued to non-employee directors of the Company pursuant to the Omnibus Plan are filed herewith as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference. The foregoing description of the Omnibus Plan is not complete and is qualified in its entirety by reference to such exhibits.

2

Executive Officer Equity Awards Grants

In connection with the consummation of the Offering, the Company granted equity awards to certain employees under the Omnibus Plan, including to Mr. Andrew D. Parrott and Mr. Christopher H. Mecray with a grant date fair value of approximately $2,500,000 and $800,000, respectively (the “IPO Awards”). 40% of the IPO Awards were in the form of RSUs that vest 25% at grant date and 25% in equal installments for three years thereafter, and that 60% of the IPO Awards were in performance RSUs that vest based on company financial performance metrics measured from the date of the Offering through December 31, 2028.

Indemnification Agreements

In connection with the closing of the Offering, the Company entered into indemnification agreements with each of its executive officers and directors. These indemnification agreements and the Company’s governing documents require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The foregoing description of the indemnification agreements is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is included herewith as Exhibit 10.7, which is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On July 1, 2026, the Company filed an amended and restated certificate of incorporation (as amended and restated, the “Amended Charter”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (as amended and restated, the “Amended Bylaws”), each of which became effective on July 1, 2026. A summary description of Amended Charter and the Amended Bylaws is contained in the Prospectus under “Description of Capital Stock” and is incorporated herein by reference. Such summary description does not purport to be complete and is qualified in its entirety by reference to the copy of the Amended Charter attached hereto as Exhibit 3.1 and the copy of the Amended Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On July 2, 2026, the Company completed the Offering of 19,512,196 shares of Class A Common Stock at a public offering price of $16.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,926,829 shares of Class A Common Stock. On July 1, 2026, the Company received a notice pursuant to which the Underwriters elected to exercise their option to purchase 2,926,829 additional shares of Class A Common Stock from us on the terms and conditions set forth in the Prospectus.

As contemplated in the Prospectus, (i) the Company contributed the net proceeds from the Offering to ITG Intermediate, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Intermediate”), (ii) Intermediate used such net proceeds to purchase LLC Interests from ITG Parent, and (iii) ITG Parent used the net proceeds it received from the sale of such LLC Interests to Intermediate to repay outstanding borrowings under the Company’s revolving credit facility and term loan facility.

3

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated June 30, 2026, by and among ITG, Inc., ITG Parent, LLC, and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters named in Schedule I thereto.
3.1		Amended and Restated Certificate of Incorporation of ITG, Inc.
3.2		Amended and Restated Bylaws of ITG, Inc.
4.1		Stockholders Agreement, dated July 2, 2026, by and among ITG, Inc., OCM Power VI AIV Holdings (Delaware), L.P., OCM ITG Aggregator, LLC, and ITG Management Holdings, LLC
4.2		Registration Rights Agreement, dated as of July 2, 2026, by and among ITG, Inc. and each of the other signatories from time to time party thereto.
10.1		Second Amended and Restated Limited Liability Company Agreement of ITG Parent, LLC dated as of July 1, 2026, by and among the Company and the other signatories party thereto.
10.2		Tax Receivable Agreement, dated as of July 1, 2026, by and among ITG, Inc., ITG Parent, LLC and the TRA Holders (as defined in the Tax Receivable Agreement).
10.3		ITG, Inc. Omnibus Incentive Plan.
10.4		Form of Restricted Stock Unit Grant Notice and Award Agreement.
10.5		Form of Performance Restricted Stock Unit Grant Notice and Award Agreement.
10.6		Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement.
10.7		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 5, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ITG, INC.
Date: July 2, 2026				By:		/s/ Andrew D. Parrott
				Name:		Andrew D. Parrott
				Title:		Chief Executive Officer

5

Filing Exhibits & Attachments

14 documents

Agreements & Contracts

• EX-10.1 EX-10.1 396.8 KB
• EX-10.2 EX-10.2 181.5 KB
• EX-10.3 EX-10.3 129.4 KB
• EX-10.4 EX-10.4 48.0 KB
• EX-10.5 EX-10.5 51.2 KB
• EX-10.6 EX-10.6 37.9 KB

Other Documents

• EX-1.1 EX-1.1 251.6 KB
• EX-3.1 EX-3.1 88.0 KB
• EX-3.2 EX-3.2 126.8 KB
• EX-4.1 EX-4.1 89.5 KB
• EX-4.2 EX-4.2 143.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB