SEC Form 4 · accession 0001193125-26-297853
ITG, Inc./DE/ · ITG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher H. Mecray
Officer — Chief Financial Officer
Period of report
Jul 2, 2026
Accepted (ET)
Jul 7, 2026 · 9:19 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002110117
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock | Jul 2, 2026 | A | 5,000 | $0.00 | A | 5,000 | D | |
| Class A common stockF1 | Jul 2, 2026 | F | 1,850 | $16.00 | D | 3,150 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF2 | — | Jul 2, 2026 | A | 15,000 | A | — | Dec 31, 2038 | Class A common stock | 15,000 | 15,000 | D |
| Performance Restricted Stock UnitsF3 | — | Jul 2, 2026 | A | 15,000 | A | — | Dec 31, 2038 | Class A common stock | 15,000 | 15,000 | D |
| Restricted Stock UnitsF4 | — | Jul 2, 2026 | A | 15,000 | A | — | — | Class A common stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Represents shares of Class A common stock ("Class A Common Stock") withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person arising in connection with the grant and settlement of fully vested restricted stock units ("RSUs").
- F2Represents performance restricted stock units ("PSUs") that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date.
- F3Represents PSUs that entitle the Reporting Person to receive, upon vesting, shares of Class A Common Stock in an amount up to 200% of the PSU grant amount (or, in the Issuer's discretion, the equivalent cash value thereof). The PSUs vest upon achievement of certain performance criteria which are not tied to the market price of the Class A Common Stock, subject to the Reporting Person's continued service through such vesting date. Accordingly, the reported securities are being reported on this Form 4 on a voluntary basis.
- F420,000 RSUs were granted to the Reporting Person in connection with the Issuer's initial public offering. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting (or, in the Issuer's discretion, the equivalent cash value thereof). 25% of the RSUs were vested upon grant and are reported in Table I hereof. The remaining 15,000 RSUs shall vest in three equal installments on the first, second and third anniversaries of July 2, 2026, subject to the Reporting Person's continued service through such vesting dates.