ITG completed a suite of material agreements tied to its initial public offering, including an underwriting pact led by Morgan Stanley, Citigroup, UBS and Stifel, and a set of post-IPO governance arrangements. The company and ITG Parent adopted a restated LLC agreement to align exchange and governance mechanics, entered a Tax Receivable Agreement to share realized tax benefits with legacy holders, and executed a Stockholders Agreement and Registration Rights Agreement with Oaktree-affiliated holders and management. Together, these agreements facilitate the offering, set ongoing governance, and provide future liquidity pathways for major shareholders.

Agreement 1: ITG Enters IPO Underwriting Agreement With Morgan Stanley, Citigroup, UBS and Stifel

  • Agreement type: Underwriting agreement for initial public offering
  • Counterparty: Morgan Stanley, Citigroup, UBS, Stifel and other underwriters
  • Signed / Effective: Jun 30 2026 / same
  • Duration / Termination: Transaction-specific
  • Reason: Execute and support the initial public offering

Agreement 2: ITG and ITG Parent Adopt Second Amended and Restated LLC Agreement

  • Agreement type: Second Amended and Restated LLC Agreement
  • Counterparty: ITG Parent and other signatories
  • Signed / Effective: Jul 01 2026 / same
  • Duration / Termination: At will
  • Reason: Establish post-IPO governance and exchange mechanics

Agreement 3: ITG Enters Tax Receivable Agreement With ITG Parent and TRA Holders

  • Agreement type: Tax Receivable Agreement
  • Counterparty: ITG Parent and TRA Holders
  • Signed / Effective: Jul 01 2026 / same
  • Duration / Termination: At will
  • Reason: Share realized tax benefits with pre-IPO holders

Agreement 4: ITG Signs Stockholders Agreement With Oaktree Affiliates and Management Holdings

  • Agreement type: Stockholders Agreement
  • Counterparty: OCM Power VI AIV Holdings (Delaware), OCM ITG Aggregator, ITG Management Holdings
  • Signed / Effective: Jul 02 2026 / same
  • Duration / Termination: At will
  • Reason: Set governance and coordination among key holders

Agreement 5: ITG Executes Registration Rights Agreement With Oaktree Holders and Others

  • Agreement type: Registration Rights Agreement
  • Counterparty: Oaktree Blocked Fund, Oaktree Aggregator, ITG Management Holdings and others
  • Signed / Effective: Jul 02 2026 / same
  • Duration / Termination: At will
  • Reason: Provide resale liquidity for significant shareholders

Original SEC Filing:

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