STOCK TITAN

ITG (ITG) CEO granted RSUs, PSUs and has shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ITG, Inc. director and Chief Executive Officer Andrew Parrott reported compensation-related equity activity. On July 2, 2026, 5,782 shares of Class A common stock at $16.00 per share were withheld to cover tax obligations arising from restricted stock unit vesting, leaving 9,843 shares of Class A common stock reported as directly held after this withholding.

Parrott also received a grant of 15,625 shares of Class A common stock and 46,875 restricted stock units, which were part of a 62,500‑RSU award linked to the company’s initial public offering. In addition, he was granted 46,875 performance restricted stock units tied to the market price of the Class A common stock and 46,875 performance restricted stock units subject to other performance criteria. These awards provide contingent rights to receive Class A shares or the equivalent cash value upon vesting, subject to specified performance goals and continued service.

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Insights

ITG’s CEO reported routine equity grants plus tax withholding on vested RSUs.

The filing shows Andrew Parrott, ITG’s CEO, receiving multiple stock-based awards and a related tax-withholding share disposition. The transactions are all coded as grants (A) and tax withholding (F), with no open‑market purchases or sales, indicating standard compensation mechanics rather than trading activity.

The grants include 15,625 shares of Class A common stock, 46,875 RSUs, and two 46,875‑unit performance restricted stock unit awards with vesting tied to share price or other performance criteria. Separately, 5,782 shares were withheld at $16.00 per share to satisfy tax obligations on fully vested RSUs. Overall, these actions expand the CEO’s incentive-based exposure but represent routine executive equity compensation, not a directional bet on the stock.

Insider Parrott Andrew
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units 46,875 $0.00 --
Grant/Award Performance Restricted Stock Units 46,875 $0.00 --
Grant/Award Restricted Stock Units 46,875 $0.00 --
Grant/Award Class A common stock 15,625 $0.00 --
Tax Withholding Class A common stock 5,782 $16.00 $93K
Holdings After Transaction: Performance Restricted Stock Units — 46,875 shares (Direct, null); Restricted Stock Units — 46,875 shares (Direct, null); Class A common stock — 15,625 shares (Direct, null)
Footnotes (1)
  1. Represents shares of Class A common stock ("Class A Common Stock") withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person arising in connection with the grant and settlement of fully vested restricted stock units ("RSUs"). Represents performance restricted stock units ("PSUs") that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date. Represents PSUs that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria which are not tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date. Accordingly, the reported securities are being reported on this Form 4 on a voluntary basis. 62,500 RSUs were granted to the Reporting Person in connection with the Issuer's initial public offering. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting (or, in the Issuer's discretion, the equivalent cash value thereof). 25% of the RSUs were vested upon grant and are reported in Table I hereof. The remaining 46,875 RSUs shall vest in three equal installments on the first, second and third anniversaries of July 2, 2026, subject to the Reporting Person's continued service through such vesting dates.
Shares withheld for taxes 5,782 shares at $16.00 Class A common stock withheld to satisfy RSU tax obligations
Direct shares after withholding 9,843 shares Class A common stock directly held after tax-withholding disposition
IPO-related RSU grant 62,500 RSUs RSUs granted to CEO in connection with the initial public offering
Remaining IPO RSUs vesting 46,875 RSUs To vest in three equal installments starting July 2, 2026
Common stock grant 15,625 shares Class A common stock granted as part of equity compensation
RSU derivative grant 46,875 RSUs Restricted stock units representing contingent rights to Class A common
PSU grant tied to share price 46,875 PSUs Performance RSUs vesting on Class A share price criteria
PSU grant with other performance criteria 46,875 PSUs Performance RSUs with non-price performance criteria, expiring Dec. 31, 2038
Restricted Stock Units financial
"62,500 RSUs were granted to the Reporting Person in connection with the Issuer's initial public offering."
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 Restricted Stock Units financial
"Represents performance restricted stock units ("PSUs") that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
tax withholding obligations financial
"withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person arising in connection with the grant and settlement of fully vested restricted stock units"
initial public offering financial
"62,500 RSUs were granted to the Reporting Person in connection with the Issuer's initial public offering."
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Class A Common Stock financial
"each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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FAQ

What equity awards did ITG (ITG) CEO Andrew Parrott receive in this Form 4?

Andrew Parrott received 15,625 shares of Class A common stock, 46,875 restricted stock units, and two separate grants of 46,875 performance restricted stock units each. These awards give him contingent rights to additional ITG Class A shares or cash upon future vesting.

How many ITG shares were withheld for Andrew Parrott’s tax obligations?

ITG withheld 5,782 shares of Class A common stock at $16.00 per share to satisfy Andrew Parrott’s tax withholding obligations. These arose from the grant and settlement of fully vested restricted stock units that converted into Class A common stock for the CEO.

What are the terms of Andrew Parrott’s ITG performance restricted stock units (PSUs)?

Parrott received two 46,875‑unit PSU awards. One vests based on performance criteria tied to ITG’s Class A share price, while the other uses performance criteria not tied to share price. Both require his continued service through the applicable vesting dates.

How do the ITG RSUs granted to Andrew Parrott relate to the company’s IPO?

A total of 62,500 RSUs were granted to Parrott in connection with ITG’s initial public offering. Twenty‑five percent vested upon grant and are reported as Class A common stock, while the remaining 46,875 RSUs vest in three equal annual installments starting July 2, 2026.

Does this ITG Form 4 show any open-market stock sales or purchases by the CEO?

No open‑market stock purchases or sales are reported. The filing shows a tax‑withholding disposition of 5,782 shares and several equity grants, including RSUs and PSUs, all coded as compensation-related transactions rather than discretionary market trades.

What is Andrew Parrott’s reported direct Class A share holding after tax withholding?

After 5,782 shares were withheld to satisfy tax obligations, Parrott is reported as directly holding 9,843 shares of ITG Class A common stock for that specific transaction line. This reflects his position following the tax-withholding event described in the Form 4.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Parrott Andrew

(Last)(First)(Middle)
2400 E COMMERCIAL BLVD STE 1000

(Street)
FORT LAUDERDALE FLORIDA 33308

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ITG, Inc./DE/ [ ITG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A common stock07/02/2026A15,625A$015,625D
Class A common stock07/02/2026F5,782(1)D$169,843D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units(2)07/02/2026A46,875 (2)12/31/2038Class A common stock46,875(2)$046,875D
Performance Restricted Stock Units(3)07/02/2026AV46,875 (3)12/31/2038Class A common stock46,875(3)$046,875D
Restricted Stock Units(4)07/02/2026A46,875 (4) (4)Class A common stock46,875(4)$046,875D
Explanation of Responses:
1. Represents shares of Class A common stock ("Class A Common Stock") withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person arising in connection with the grant and settlement of fully vested restricted stock units ("RSUs").
2. Represents performance restricted stock units ("PSUs") that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date.
3. Represents PSUs that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria which are not tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date. Accordingly, the reported securities are being reported on this Form 4 on a voluntary basis.
4. 62,500 RSUs were granted to the Reporting Person in connection with the Issuer's initial public offering. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting (or, in the Issuer's discretion, the equivalent cash value thereof). 25% of the RSUs were vested upon grant and are reported in Table I hereof. The remaining 46,875 RSUs shall vest in three equal installments on the first, second and third anniversaries of July 2, 2026, subject to the Reporting Person's continued service through such vesting dates.
/s/ Christopher H. Mecray, as attorney-in-fact for Andrew D. Parrott07/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)