{"url_path":"/sec/cik-0002110117/8-k/2026-07-06/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2110117/0001193125-26-295159-index.html","accession_number":"0001193125-26-295159","cik":"0002110117","ticker":null,"issuer_name":"ITG, Inc./DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/2110117/0001193125-26-295159-index.html","primary_entity_key":"0002110117","primary_entity_name":"ITG, Inc./DE/"},"word_count":267,"has_tables":true,"body_markdown":"Item 3.02\n\nUnregistered Sales of Equity Securities.\n\nOn 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\n\nSection 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."}