{"url_path":"/sec/cik-0002110117/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":728,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Directors; Committee Composition; Director Compensation\n\nOn 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.\n\nMr. 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.\n\nBiographical information for Mr. Braun and Mr. Petre is set forth in the Prospectus under the caption “Management” and is incorporated herein by reference.\n\nThe 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.\n\nIn 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.\n\nITG, Inc. Omnibus Incentive Plan\n\nEffective 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.\n\nCopies 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.\n\n \n\n2\n\nExecutive Officer Equity Awards Grants\n\nIn 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.\n\nIndemnification Agreements\n\nIn 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.\n\nThe 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."}