v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS Subsequent Events
Organizational Transactions
In connection with the IPO, the Corporation and ITG Parent completed a series of transactions (the "Organizational Transactions"), including the following:
the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interests in ITG Parent (the "LLC Interests"), (ii) exchange all of the then existing membership interests of the equity holders of ITG Parent for LLC Interests and (iii) appoint ITG Intermediate as the sole managing member of ITG Parent;
the Corporation's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 75,712,686 shares of Class B common stock to the Continuing Equity Owners;
the acquisition, by merger, of Oaktree Blocked Fund for which the Corporation issued 26,005,508 shares of Class A Common Stock as merger consideration. Following the completion of the Organizational Transactions, the Corporation indirectly owned 25.57% of ITG Parent.
ITG Parent Recapitalization
As noted above, in connection with the IPO, the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent, the LLC Interests; (ii) exchange all of the then existing membership interests of the ITG Parent members for LLC Interests' and (iii) appoint ITG Intermediate as the sole managing member of ITG Parent. The Corporation has an indirect economic interest in ITG Parent, is the sole managing member, has the sole voting power in, and controls the management, through ITG Intermediate. As a result, the Corporation will consolidate the financial results of ITG Parent and report a non-controlling interest related to the LLC Interests owned by the Continuing Equity Owners in ITG Parent.
The amendment also requires that ITG Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Corporation and the number of LLC Interests owned by the Corporation and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.
Amended and Restated Certificate of Incorporation
As noted above, on July 2, 2026, the Corporation's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 200,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Corporation's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered terms. Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Corporation. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Corporation, at the election of a Continuing Equity Owner, redeems or exchanges LLC Interests.
The Corporation must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Corporation and the number of LLC Interests owned by the Corporation (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).
Tax Receivable Agreement
On July 2, 2026, the Corporation entered into a Tax Receivable Agreement (the "TRA") with the former owners of ITG Parent ("TRA Participants"). The TRA provides for the payment by the Corporation to the TRA Participants of 85% of the amount of tax savings, if any, in U.S. federal, state and local income tax that the Corporation actually realizes, or in certain circumstances is deemed to realize, as a result of (i) the Corporation’s allocable share of tax basis attributable to its acquisition or ownership of LLC Interests, (ii) certain tax attributes the Corporation acquired from the Oaktree Blocked Fund (including net operating losses and allocable share of tax basis), (iii) increases in the Corporation’s allocable share of then existing tax basis, and certain adjustments to the tax basis of the assets of ITG Parent and its subsidiaries as a result of actual or deemed sales or exchanges of LLC Interests in connection with the IPO and future redemptions or exchanges of LLC Interests, (iv) imputed interest arising from any payments the Corporation makes under the TRA and (v) certain other tax benefits related to entering into the TRA, including certain payments made under the TRA.
2026 Incentive Award Plan
On July 2, 2026, the Corporation's stockholders approved the 2026 Incentive Award Plan (the "Incentive Plan"), which became effective in connection with the IPO. The Incentive Plan is administered by the Compensation Committee of the Corporation's Board of Directors. The Corporation's Board of Directors has the authority to amend and modify the Incentive Plan, subject to stockholder approval. The Corporation granted 97,500 restricted stock units ("RSUs") and 123,750 performance share units ("PSUs") to certain of its directors and officers at the IPO price of $16.00 per share, with 35,625 of the RSUs vesting immediately while the remaining units generally vest annually over one to three years.
Registration Rights Agreement
In connection with the IPO, on July 2, 2026, the Corporation entered into a Registration Rights Agreement (“RRA”) with the Continuing Equity Owners. The RRA provides that the Corporation agrees to use its reasonable best effort to file, at any time after 180 days following the IPO and the expiration of any related lock-up period, a registration statement registering the sale of its Class A common stock issuable to or held by Continuing Equity Owners and to use its reasonable best efforts to ensure the registration statement is approved in a timely manner. The RRA also requires the Corporation to maintain an effective registration statement or to ensure it takes the necessary procedures to reactivate the registration statement in the event of an expiration. Under the RRA, the Continuing Equity Owners are entitled to initiate underwritten offerings, subject to certain customary limitations, and the RRA also provides for customary “piggyback” registration rights.
Stockholders Agreement
In connection with the IPO, on July 2, 2026 the Corporation entered into a Stockholders Agreement with the Continuing Equity Owners. Pursuant to the Stockholders Agreement, the Continuing Equity Owners are entitled to nominate a specified number of up to six directors to the Corporation's Board of Directors so long as the Oaktree Group, as defined in the Stockholders Agreement beneficially own shares of voting stock representing, in the aggregate, at least 5% of our then outstanding voting stock. The Stockholders Agreement will also provide that, until the Oaktree Group no longer beneficially owns shares of voting stock representing, in the aggregate, at least 25% of the voting power of our then outstanding voting stock, certain significant corporate actions taken by the Corporation or its subsidiaries will require the prior written consent of the Oaktree Group.
Business Acquisition
On August 10, 2026, a subsidiary of the Corporation entered into an asset purchase agreement with a construction company headquartered in Tampa, Florida. On August 10, 2026, pursuant to the agreement, the Corporation acquired certain assets and assumed certain liabilities of this company. The purchase price of this acquisition was paid in cash and the total consideration for the acquisition is not material or significant to the Corporation's condensed consolidated financial statements. As of the date of this Quarterly Report, the Corporation has not completed its assessment and valuation of the assets acquired and liabilities assumed, and therefore expects to finalize the purchase price allocation upon completion of its valuation analyses and other procedures necessary to determine the relative fair values of the acquired assets and assumed liabilities.
SUBSEQUENT EVENTS
The date through which subsequent events have been evaluated is August 12, 2026. The financial statements were available to be issued at that time. Except as discussed below, the Company has identified no subsequent events that require adjustment to or disclosure in the consolidated financial statements.
Initial Public Offering of ITG, Inc.
On July 2, 2026, ITG, Inc. (the "Corporation") closed an initial public offering (“IPO”) of 22,439,025 shares of Class A common stock (including the exercise in full of the underwriters' overallotment) at a public offering price of $16.00 per share. From the IPO, the Corporation received $338.4 million in proceeds, net of underwriting discounts and commissions, which was used to indirectly purchase 22,439,025 common units of membership interest in ITG Parent ("LLC Interests"), and ITG Parent primarily utilized the net proceeds it received from the sale of LLC Interests to the Corporation to repay borrowings under its revolving credit facility and term loan facility. The Corporation is the indirect sole managing member of ITG Parent, through ITG Intermediate, LLC ("ITG Intermediate"), and indirectly owns 39.02% of the economic interests of ITG Parent. Accordingly, the Corporation will consolidate the financial results of ITG Parent and report non-controlling interest in the Corporation's consolidated financial statements related to the LLC Interests held by the Class B common stockholders ("Continuing Equity Owners").
Accelerated vesting of Class D Units
On July 2, 2026, in connection with the IPO, the Company accelerated vesting on the Class D Units issued prior to December 31, 2025 resulting in approximately $10.6 million of equity based compensation expense.
Organizational Transactions
In connection with the IPO, the Corporation and ITG Parent completed a series of transactions (the "Organizational Transactions"), including the following:
the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent (the "LLC Interests"), (ii) exchange all of the then existing membership interests of the equity holders of ITG Parent for LLC Interests and (iii) appoint the ITG Intermediate as the sole managing member of ITG Parent;
the Corporation's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 75,712,686 shares of Class B common stock to the Continuing Equity Owners;
the acquisition, by merger, of Oaktree Blocked Fund for which the Company issued 26,005,508 shares of Class A Common Stock as merger consideration. Following the completion of the Organizational Transactions, the Company indirectly owned 25.57% of ITG Parent.
ITG Parent Recapitalization
As noted above, in connection with the IPO, the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent, the LLC Interests; (ii) exchange all of the then existing membership interests for LLC Interests; and (iii) appoint the ITG Intermediate as the sole managing member of ITG Parent. The Corporation has an indirect economic interest in ITG Parent, is the sole managing member, has the sole voting power in, and controls the management, through ITG Intermediate. As a result, the Corporation will consolidate the financial results of ITG Parent and report a non-controlling interest related to the LLC interests owned by the Continuing Equity Owners.
The amendment also requires that ITG Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Corporation and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.
Business Acquisition
On August 10, 2026, the Company entered into an asset purchase agreement with a construction company headquartered in Tampa, Florida. On August 10, 2026, pursuant to the agreement, the Company acquired certain assets and assumed certain liabilities of this organization. The purchase price of this acquisition was paid in cash and the total consideration for the acquisition is not material or significant to the Company's condensed consolidated financial statements. As of the date of this Quarterly Report, the Company has not completed its assessment and valuation of the assets acquired and liabilities assumed, and therefore expects to finalize the purchase price allocation upon completion of its valuation analyses and other procedures necessary to determine the relative fair values of the acquired assets and assumed liabilities.