ITG, Inc./DE/

S-11 d103576ds1.htm S-1

As filed with the Securities and Exchange Commission on June 5, 2026.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

2400 E Commercial Blvd Ste 1000

Fort Lauderdale, FL 33308

**(615)447-5347 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew D. Parrott

Chief Executive Officer

2400 E Commercial Blvd Ste 1000

Fort Lauderdale, FL 33308

**(615)447-5347 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated , 2026

Preliminary Prospectus

** Shares**

Class A Common Stock

This is an initial public offering of shares of Class A common stock of ITG, Inc. We are offering shares of Class A common stock. We intend to use the net proceeds we receive from this offering to repay approximately $ million in aggregate principal amount of borrowings outstanding under the Revolving Credit Facility (as defined below) and approximately $ million in aggregate principal amount of borrowings outstanding under the Term Loan Facility (as defined below), and for general corporate purposes to support the growth of the business.

We and the selling stockholder, Oaktree Blocked Fund (as defined below), have granted the underwriters an option to purchase up to an additional shares of Class A common stock from us and the selling stockholder to cover over-allotments at the initial price to the public less the underwriting discount within 30 days of the date of this prospectus. We intend to use any net proceeds we receive from such sale to purchase up to LLC Interests of ITG Parent (each as defined below) from ITG Parent, and ITG Parent intends to use the net proceeds it receives from the sale of such LLC Interests to us to redeem up to LLC Interests from certain of the Continuing Equity Owners (as defined below). We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholder.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $ and $ per share of Class A common stock. We have applied to list our Class A common stock on Nasdaq under the symbol “ITG.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock entitles its holder to one vote per share and each share of our Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders generally. However, holders of shares of our Class B common stock will not have any right to receive distributions or dividends from ITG, Inc.

Following the consummation of this offering and the application of proceeds therefrom, ITG, Inc. will be a holding company in an organizational structure commonly referred to as an“Up-C” structure, and ITG, Inc.’s principal asset will consist of an ownership (both directly and indirectly) of approximately % of the LLC Interests (or approximately % of the LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) of ITG Parent, which indirectly owns ITG OpCo (as defined below) and its subsidiaries. The remaining % of the LLC Interests in ITG Parent will be owned by the Continuing Equity Owners. The Continuing Equity Owners and ITG, Inc. each expect to benefit from the“Up-C” structure as a result of certain tax benefits arising from future redemptions or exchanges of the LLC Interests for Class A common stock or cash, and certain other tax benefits described in the Tax Receivable Agreement (as defined below). Under the terms of the Tax Receivable Agreement, among other things, we are required to pay to the TRA Participants (as defined below) approximately 85% of the amount of the tax savings that result (or in some circumstances are deemed to result) from (i) our allocable share of existing tax basis attributable to our acquisition or ownership of LLC Interests in connection with this offering, (ii) certain tax attributes we will acquire from the Blocker in the Blocker Merger (including net operating losses and the Blocker’s allocable share of existing tax basis), (iii) increases in our 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 this offering, if any, and future redemptions or exchanges of LLC Interests, (iv) imputed interest arising from any payments we make under the Tax Receivable Agreement and (v) certain other tax benefits related to entering into the Tax Receivable Agreement, including certain payments made under the Tax Receivable Agreement. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. We expect that the amount of such payments will be substantial. Absent a termination event pursuant to the terms of the Tax Receivable Agreement and assuming no material changes in the relevant tax laws, we expect our obligation to make cash payments under the Tax Receivable Agreement will continue for more than fifteen years after all of the Continuing Equity Owners exchange or redeem all of their LLC Interests. The actual amounts we will be required to pay under the Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on a number of factors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Immediately following the consummation of this offering and the application of proceeds therefrom, the Continuing Equity Owners will own (i) all of the shares of our Class A common stock not sold in this offering and (ii) all of the outstanding shares of our Class B common stock (along with an equal number of LLC Interests). As a result, upon completion of this offering and the application of proceeds therefrom, the purchasers in this offering will beneficially own approximately % of the combined voting power of all of our outstanding common stock and approximately % of the economic interests in ITG Parent (or approximately % of the combined voting power of all of our outstanding common stock and approximately % of the economic interests in ITG Parent, respectively, if the underwriters exercise in full their option to purchase additional shares to cover over-allotments), and the Continuing Equity Owners will beneficially own approximately % of the combined voting power of all of our outstanding common stock and approximately % of the economic interests in ITG Parent (or approximately % of the combined voting power of all of our outstanding common stock and approximately % of the economic interests in ITG Parent, respectively, if the underwriters exercise in full their option to purchase additional shares of our Class A common stock to cover over-allotments). Accordingly, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq, and as a result, we will qualify for, but do not intend to rely on, exemptions from certain corporate governance requirements, but may do so in the future. See “Management— Controlled Company Exemption” and “Principal and Selling Stockholder.” Following the consummation of this offering, a wholly owned subsidiary of ITG, Inc. will be the sole managing member of ITG Parent. As the owner of the sole managing member of ITG Parent, ITG, Inc. will operate and control all of the business and affairs of ITG Parent and its direct and indirect subsidiaries, including ITG OpCo, and, through ITG Parent and its direct and indirect subsidiaries, including ITG OpCo, conduct our business.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 31 to read about factors you should consider before investing in shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock on or about , 2026.

Joint Bookrunners

**Co-Managers **

Prospectus dated , 2026.