{"filing":{"accession_number":"0001193125-26-295159","cik":"0002110117","ticker":null,"company_name":"ITG, Inc./DE/","form":"8-K","filing_date":"2026-07-02","report_date":null,"primary_document":"d88011d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2110117/000119312526295159/d88011d8k.htm"},"events":[{"id":16045,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"ITG, Inc. entered into material definitive agreements in connection with its initial public offering (IPO), including an Underwriting Agreement, Tax Receivable Agreement, Stockholders Agreement, and Registration Rights Agreement. The IPO represents a material change of control and capital event that significantly affects investor assessment of the registrant.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13997,"accession_number":"0001193125-26-295159","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 1.01 discloses entry into material definitive agreements in connection with ITG, Inc.'s initial public offering (IPO). While the primary transaction is the IPO itself (a capital-raising event), Item 1.01 is being used here to report the ancillary agreements—Underwriting Agreement, Tax Receivable Agreement, Stockholders Agreement, and Registration Rights Agreement—that are integral to the IPO structure. The IPO represents a material change of control and capital event that would significantly affect a reasonable investor's assessment of the registrant. Although this is technically a capital raise rather than a traditional M\u0026A transaction, the use of Item 1.01 and the material nature of the IPO structure justify classification as ma_activity, the closest fit in the taxonomy for material corporate transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16046,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"ITG, Inc. completed an initial public offering on July 2, 2026, issuing 19,512,196 shares of Class A Common Stock at $16.00 per share, with underwriters exercising an option to purchase an additional 2,926,829 shares. The proceeds were used to purchase LLC interests from ITG Parent, which then repaid debt facilities.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":14002,"accession_number":"0001193125-26-295159","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company completed a public offering of 19,512,196 shares of Class A Common Stock at $16.00 per share on July 2, 2026, with underwriters exercising an option to purchase an additional 2,926,829 shares. This represents a material equity issuance that dilutes existing shareholders. The proceeds were used to purchase LLC interests from ITG Parent, which then repaid debt facilities, indicating a capital structure transaction with significant dilutive impact.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16047,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"ITG, Inc. issued over 101 million shares of Class A and Class B Common Stock to Oaktree Blocked Fund, Oaktree Aggregator, and ITG Management Holdings, LLC on July 1, 2026, in reliance on Section 4(a)(2) exemption from Securities Act registration as part of a restructuring or recapitalization transaction.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13998,"accession_number":"0001193125-26-295159","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuance of over 101 million shares of Class A and Class B Common Stock to Oaktree Blocked Fund, Oaktree Aggregator, and ITG Management Holdings, LLC on July 1, 2026, undertaken in reliance on Section 4(a)(2) exemption from Securities Act registration. This is a substantial private placement of equity securities characteristic of dilutive issuances, particularly given the magnitude and the involvement of multiple equity holders in what appears to be a restructuring or recapitalization transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16048,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Francis A. Braun III and Dylan G. Petre were appointed to the Board of Directors effective July 1, 2026 upon listing, with Braun designated as Audit Committee chair and Petre appointed to the Nominating and Corporate Governance Committee.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":14000,"accession_number":"0001193125-26-295159","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of Francis A. Braun III and Dylan G. Petre to the Board effective July 1, 2026 upon listing, with Braun designated as Audit Committee chair and Petre on the Nominating and Corporate Governance Committee. While the section also covers equity grants and an omnibus incentive plan adoption, the principal disclosed action is the appointment of these two directors to the Board, making exec_appointment the most salient event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16049,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"summary":"ITG, Inc. modified security holder rights through a Registration Rights Agreement and related amendments, affecting shareholders' ability to liquidate holdings and other governance matters in connection with the IPO.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13999,"accession_number":"0001193125-26-295159","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to security holder rights through a Registration Rights Agreement (referenced from Item 1.01) and an amendment or change (Item 5.03). Registration rights directly affect shareholders' ability to liquidate holdings and are material governance matters. Without access to the full Items 1.01 and 5.03, the specific nature of the modification cannot be determined, but the Item 3.03 heading and cross-reference structure indicate a governance-related rights modification rather than a specific named event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16050,"run_id":14314,"accession_number":"0001193125-26-295159","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"ITG, Inc. adopted amended and restated certificate of incorporation and bylaws effective July 1, 2026, with detailed provisions incorporated by reference to exhibits, representing routine governance document updates.","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":14001,"accession_number":"0001193125-26-295159","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns amendments to the company's certificate of incorporation and bylaws, which are routine governance documents. The filing describes procedural adoption of amended and restated charter and bylaws effective July 1, 2026, with detailed provisions incorporated by reference to exhibits. While charter and bylaw amendments are governance matters, this appears to be a standard administrative disclosure without indication of material substantive changes to voting rights, capital structure, or board authority that would affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13997,"accession_number":"0001193125-26-295159","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 1.01 discloses entry into material definitive agreements in connection with ITG, Inc.'s initial public offering (IPO). While the primary transaction is the IPO itself (a capital-raising event), Item 1.01 is being used here to report the ancillary agreements—Underwriting Agreement, Tax Receivable Agreement, Stockholders Agreement, and Registration Rights Agreement—that are integral to the IPO structure. The IPO represents a material change of control and capital event that would significantly affect a reasonable investor's assessment of the registrant. Although this is technically a capital raise rather than a traditional M\u0026A transaction, the use of Item 1.01 and the material nature of the IPO structure justify classification as ma_activity, the closest fit in the taxonomy for material corporate transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"},{"id":13998,"accession_number":"0001193125-26-295159","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuance of over 101 million shares of Class A and Class B Common Stock to Oaktree Blocked Fund, Oaktree Aggregator, and ITG Management Holdings, LLC on July 1, 2026, undertaken in reliance on Section 4(a)(2) exemption from Securities Act registration. This is a substantial private placement of equity securities characteristic of dilutive issuances, particularly given the magnitude and the involvement of multiple equity holders in what appears to be a restructuring or recapitalization transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"},{"id":13999,"accession_number":"0001193125-26-295159","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to security holder rights through a Registration Rights Agreement (referenced from Item 1.01) and an amendment or change (Item 5.03). Registration rights directly affect shareholders' ability to liquidate holdings and are material governance matters. Without access to the full Items 1.01 and 5.03, the specific nature of the modification cannot be determined, but the Item 3.03 heading and cross-reference structure indicate a governance-related rights modification rather than a specific named event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"},{"id":14000,"accession_number":"0001193125-26-295159","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of Francis A. Braun III and Dylan G. Petre to the Board effective July 1, 2026 upon listing, with Braun designated as Audit Committee chair and Petre on the Nominating and Corporate Governance Committee. While the section also covers equity grants and an omnibus incentive plan adoption, the principal disclosed action is the appointment of these two directors to the Board, making exec_appointment the most salient event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"},{"id":14001,"accession_number":"0001193125-26-295159","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns amendments to the company's certificate of incorporation and bylaws, which are routine governance documents. The filing describes procedural adoption of amended and restated charter and bylaws effective July 1, 2026, with detailed provisions incorporated by reference to exhibits. While charter and bylaw amendments are governance matters, this appears to be a standard administrative disclosure without indication of material substantive changes to voting rights, capital structure, or board authority that would affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"},{"id":14002,"accession_number":"0001193125-26-295159","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company completed a public offering of 19,512,196 shares of Class A Common Stock at $16.00 per share on July 2, 2026, with underwriters exercising an option to purchase an additional 2,926,829 shares. This represents a material equity issuance that dilutes existing shareholders. The proceeds were used to purchase LLC interests from ITG Parent, which then repaid debt facilities, indicating a capital structure transaction with significant dilutive impact.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:05:51.255539+00:00","company_name":"ITG, Inc./DE/","ticker":null,"filing_date":"2026-07-02"}]}