ITG, Inc./DE/ 10-Q

Item 1. Financial Statements (Unaudited) ITG, Inc. Balance Sheets (Unaudited) (in thousands) June 30, 2026 January 15, 2026 Assets Current Assets Cash $ — $ — Total Assets $ — $ — Commitments and Contingencies Stockholder’s Equity Common stock, $ 0.001 par value, 100 shares authorized, issued and outstanding $ — $ — Total Stockholder’s Equity $ — $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents ITG, Inc. Notes to Balance Sheets (unaudited) NOTE 1 – Nature of Business ITG, Inc. (the “Corporation”) was incorporated in Delaware on January 15, 2026. On July 2, 2026, in connection with an initial public offering ("IPO") and the Organizational Transactions described in Notes 2 and 4 below, the Corporation became a holding corporation and its principal asset is an indirect equity interest in ITG Parent, LLC ("ITG Parent"), through its wholly-owned subsidiary ITG Intermediate, LLC ("ITG Intermediate"). As an owner and sole managing member of ITG Parent, the Corporation operates and controls all of the business and affairs of ITG Parent through ITG Intermediate, and through ITG Parent and its subsidiaries, conducts its business. NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of income, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because the Corporation has not engaged in any activities except in connection with its formation. On July 2, 2026, the Corporation closed an IPO of 22,439,025 shares of Class A common stock (including the exercise in full of the underwriters' overallotment) at a public offering price of $ 16.00 per share. From the IPO, the Corporation received $ 338.4 million in proceeds, net of underwriting discounts and commissions, which was used to indirectly purchase 22,439,025 LLC Interests of ITG Parent, and ITG Parent primarily utilized the net proceeds it received from the sale of LLC Interests to the Corporation to repay borrowings under its revolving credit facility and term loan facility. The Corporation is the indirect sole managing member of ITG Parent and indirectly owns 39.02 % of the economic interests of ITG Parent, through ITG Intermediate. Accordingly, the Corporation will consolidate the financial results of ITG Parent and report non-controlling interest in the Corporation's consolidated financial statements related to the LLC Interests held by the Class B common stockholders ("Continuing Equity Owners"). See Note 4, "Subsequent Events." Cash All cash, as of the balance sheet date, was cash on hand, and is carried at fair value, which approximates carrying value. Income Taxes The Corporation is treated as a subchapter C corporation, and therefore, is subject to both federal and state income taxes. ITG Parent continues to be recognized as a limited liability company, a pass-through entity for income tax purposes. NOTE 3 – Stockholder’s Equity On January 15, 2026, the Corporation was authorized to issue 100 shares of common stock, $ 0.001 par value. On January 15, 2026, the Corporation issued 100 shares of common stock for $ 0.10 , all of which were acquired by an affiliate. NOTE 4 – Subsequent Events Organizational Transactions In connection with the IPO, the Corporation and ITG Parent completed a series of transactions (the "Organizational Transactions"), including the following: • the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interests in ITG Parent (the "LLC Interests"), (ii) exchange all of the then existing membership interests of the equity holders of ITG Parent for LLC Interests and (iii) appoint ITG Intermediate as the sole managing member of ITG Parent; • the Corporation's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 75,712,686 shares of Class B common stock to the Continuing Equity Owners; 3 Table of Contents • the acquisition, by merger, of Oaktree Blocked Fund for which the Corporation issued 26,005,508 shares of Class A Common Stock as merger consideration. Following the completion of the Organizational Transactions, the Corporation indirectly owned 25.57 % of ITG Parent. ITG Parent Recapitalization As noted above, in connection with the IPO, the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent, the LLC Interests; (ii) exchange all of the then existing membership interests of the ITG Parent members for LLC Interests' and (iii) appoint ITG Intermediate as the sole managing member of ITG Parent. The Corporation has an indirect economic interest in ITG Parent, is the sole managing member, has the sole voting power in, and controls the management, through ITG Intermediate. As a result, the Corporation will consolidate the financial results of ITG Parent and report a non-controlling interest related to the LLC Interests owned by the Continuing Equity Owners in ITG Parent. The amendment also requires that ITG Parent, at all times, maintain (i) a one -to-one ratio between the number of shares of Class A common stock issued by the Corporation and the number of LLC Interests owned by the Corporation and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners. Amended and Restated Certificate of Incorporation As noted above, on July 2, 2026, the Corporation's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $ 0.001 per share; (ii) authorization of 200,000,000 shares of Class B common stock with a par value of $ 0.001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Corporation's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered terms. Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Corporation. Shares of Class B common stock may only be issued to the extent necessary to maintain the one -to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one -for-one basis if the Corporation, at the election of a Continuing Equity Owner, redeems or exchanges LLC Interests. The Corporation must, at all times, maintain a one -to-one ratio between the number of shares of Class A common stock issued by the Corporation and the number of LLC Interests owned by the Corporation (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Tax Receivable Agreement On July 2, 2026, the Corporation entered into a Tax Receivable Agreement (the "TRA") with the former owners of ITG Parent ("TRA Participants"). The TRA provides for the payment by the Corporation to the TRA Participants of 85 % of the amount of tax savings, if any, in U.S. federal, state and local income tax that the Corporation actually realizes, or in certain circumstances is deemed to realize, as a result of (i) the Corporation’s allocable share of tax basis attributable to its acquisition or ownership of LLC Interests, (ii) certain tax attributes the Corporation acquired from the Oaktree Blocked Fund (including net operating losses and allocable share of tax basis), (iii) increases in the Corporation’s 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 the IPO and future redemptions or exchanges of LLC Interests, (iv) imputed interest arising from any payments the Corporation makes under the TRA and (v) certain other tax benefits related to entering into the TRA, including certain payments made under the TRA. 2026 Incentive Award Plan On July 2, 2026, the Corporation's stockholders approved the 2026 Incentive Award Plan (the "Incentive Plan"), which became effective in connection with the IPO. The Incentive Plan is administered by the Compensation Committee of the Corporation's Board of Directors. The Corporation's Board of Directors has the authority to amend and modify the Incentive Plan, subject to stockholder approval. The Corporation granted 97,500 restricted stock units ("RSUs") and 123,750 performance share units ("PSUs") to certain of its directors and officers at the IPO price of $ 16.00 per share, with 35,625 of the RSUs vesting immediately while the remaining units generally vest annually over one to three years . 4 Table of Contents Registration Rights Agreement In connection with the IPO, on July 2, 2026, the Corporation entered into a Registration Rights Agreement (“RRA”) with the Continuing Equity Owners. The RRA provides that the Corporation agrees to use its reasonable best effort to file, at any time after 180 days following the IPO and the expiration of any related lock-up period, a registration statement registering the sale of its Class A common stock issuable to or held by Continuing Equity Owners and to use its reasonable best efforts to ensure the registration statement is approved in a timely manner. The RRA also requires the Corporation to maintain an effective registration statement or to ensure it takes the necessary procedures to reactivate the registration statement in the event of an expiration. Under the RRA, the Continuing Equity Owners are entitled to initiate underwritten offerings, subject to certain customary limitations, and the RRA also provides for customary “piggyback” registration rights. Stockholders Agreement In connection with the IPO, on July 2, 2026 the Corporation entered into a Stockholders Agreement with the Continuing Equity Owners. Pursuant to the Stockholders Agreement, the Continuing Equity Owners are entitled to nominate a specified number of up to six directors to the Corporation's Board of Directors so long as the Oaktree Group, as defined in the Stockholders Agreement beneficially own shares of voting stock representing, in the aggregate, at least 5 % of our then outstanding voting stock. The Stockholders Agreement will also provide that, until the Oaktree Group no longer beneficially owns shares of voting stock representing, in the aggregate, at least 25 % of the voting power of our then outstanding voting stock, certain significant corporate actions taken by the Corporation or its subsidiaries will require the prior written consent of the Oaktree Group. Business Acquisition On August 10, 2026, a subsidiary of the Corporation entered into an asset purchase agreement with a construction company headquartered in Tampa, Florida. On August 10, 2026, pursuant to the agreement, the Corporation acquired certain assets and assumed certain liabilities of this company. The purchase price of this acquisition was paid in cash and the total consideration for the acquisition is not material or significant to the Corporation's condensed consolidated financial statements. As of the date of this Quarterly Report, the Corporation has not completed its assessment and valuation of the assets acquired and liabilities assumed, and therefore expects to finalize the purchase price allocation upon completion of its valuation analyses and other procedures necessary to determine the relative fair values of the acquired assets and assumed liabilities. 5 Table of Contents ITG Parent, LLC CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands) June 30, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 2,486 $ 3,719 Accounts receivable, net 148,855 141,314 Contract assets 309,825 222,094 Prepaid expenses and other current assets 23,855 17,310 Total current assets 485,021 384,437 Property and equipment, net 161,300 158,492 Operating lease right-of-use assets 28,107 27,926 Finance lease right-of-use assets 2,375 3,019 Goodwill 189,193 187,748 Intangible assets, net 194,888 211,383 Other long-term assets 4,894 — Due from related party 2,832 2,832 Total assets $ 1,068,610 $ 975,837 LIABILITIES AND MEMBERS’ EQUITY Current liabilities Accounts payable $ 65,136 $ 41,221 Accrued expenses 57,456 57,245 Current portion of operating lease obligations 11,183 10,969 Current portion of finance lease obligations 1,264 1,221 Current portion of equipment loans 21,588 22,493 Current portion of term loans 16,500 16,500 Total current liabilities 173,127 149,649 Equipment loans, net 76,746 65,804 Revolving line of credit 112,000 30,000 Term loans, net 617,167 623,463 Operating lease obligations, net 17,581 17,608 Finance lease obligations, net 1,250 1,905 Other long-term liabilities 2,831 7,100 Contingent liabilities 17,836 20,088 Deferred tax liability 15,696 16,475 Total liabilities 1,034,234 932,092 Commitments and contingencies (Note 15) Members’ equity 34,376 43,745 Total liabilities and members’ equity $ 1,068,610 $ 975,837 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents ITG Parent, LLC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit amount) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 404,633 $ 292,405 $ 738,555 $ 517,792 Cost of revenue, excluding depreciation and amortization 332,581 237,091 613,647 423,696 Selling, general and administrative 28,141 15,765 53,713 30,546 Depreciation and amortization 21,014 13,988 41,439 27,245 Change in fair value of contingent liabilities 300 170 2,186 337 Total 382,036 267,014 710,985 481,824 Interest expense ( 19,534 ) ( 6,919 ) ( 37,759 ) ( 13,745 ) Other expense, net ( 1,008 ) ( 1,042 ) ( 1,927 ) ( 2,030 ) Income (loss) before provision for income taxes 2,055 17,430 ( 12,116 ) 20,193 Provision (benefit) for income taxes 267 5,829 ( 746 ) 7,013 Net income (loss) $ 1,788 $ 11,601 $ ( 11,370 ) $ 13,180 Earnings (loss) per unit – Class A Basic and diluted $ 0.01 $ 0.07 $ ( 0.07 ) $ 0.08 Weighted average number of units – Class A Basic and Diluted 160,000 160,000 160,000 160,000 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents ITG Parent, LLC CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY (Unaudited) (in thousands) For the three and six months ended June 30, 2026 Total Members’ Equity Balance at December 31, 2025 $ 43,745 Equity-based compensation 1,169 Distributions ( 201 ) Net loss ( 13,158 ) Balance at March 31, 2026 31,555 Equity-based compensation 1,170 Distributions ( 137 ) Net income 1,788 Balance at June 30, 2026 $ 34,376 For the three and six months ended June 30, 2025 Total Members’ Equity Balance at December 31, 2024 $ 267,369 Equity-based compensation 645 Net income 1,578 Balance at March 31, 2025 269,592 Equity-based compensation 625 Net income 11,601 Balance at June 30, 2025 $ 281,818 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents ITG Parent, LLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net (loss) income $ ( 11,370 ) $ 13,180 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 24,944 12,942 Amortization of intangible assets 16,495 14,303 Amortization of debt issuance costs 2,429 605 Amortization of operating right of use assets 8,672 3,955 Deferred income taxes ( 779 ) ( 2,823 ) Loss (gain) on sale of assets 85 ( 66 ) Change in fair value of contingent liabilities 2,186 337 Equity-based compensation 2,339 1,270 Changes in assets and liabilities, net of business acquisitions: Accounts receivable ( 6,228 ) ( 12,940 ) Contract assets ( 87,731 ) ( 7,297 ) Prepaid expenses and other current assets ( 7,019 ) 428 Accounts payable and accrued expenses 19,979 ( 8,293 ) Operating lease liabilities ( 8,022 ) ( 3,856 ) Payments of contingent liabilities ( 3,022 ) — Net cash (used in) provided by operating activities ( 47,042 ) 11,745 Cash flows from investing activities: Purchase of property and equipment ( 15,969 ) ( 28,627 ) Proceeds from sale of property and equipment 1,225 1,239 Acquisitions, net of cash acquired ( 3,440 ) ( 8,448 ) Net cash used in investing activities ( 18,184 ) ( 35,836 ) Cash flows from financing activities: Payments of acquisition amounts due to sellers ( 5,891 ) — Payments of contingent liabilities ( 1,416 ) — Payments made on term loans ( 8,251 ) ( 11,812 ) Proceeds from line of credit 373,000 67,000 Payments made on line of credit ( 291,000 ) ( 53,500 ) Payments on finance leases ( 612 ) — Distributions to members ( 338 ) — Proceeds from equipment loans 11,332 22,279 Payments made on equipment loans ( 12,831 ) ( 6,135 ) Payments of debt costs — ( 262 ) Net cash provided by financing activities 63,993 17,570 NET DECREASE IN CASH AND CASH EQUIVALENTS ( 1,233 ) ( 6,521 ) Cash and cash equivalents – beginning of period 3,719 7,367 Cash and cash equivalents – end of period $ 2,486 $ 846 Supplemental disclosures of cash flow information: Cash paid for interest $ 44,152 $ 13,039 Cash paid for taxes, net of refunds $ 1,295 $ 4,454 Supplemental disclosures of noncash investing and financing activity: Accrued capital expenditures $ 575 $ — ROU liabilities from ROU asset acquisition $ 8,209 $ 6,552 Property and equity acquired through equipment loans $ 11,536 $ — Other long-term assets accrual $ 4,894 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization – ITG Parent, LLC (“ITG Parent”) was formed on December 16, 2021, and had minimal activities until ITG Parent and ITG Purchaser, LLC acquired the outstanding membership units of ITG Communications, LLC (“ITG Opco”) and its wholly owned subsidiaries, Integrated Tech Group, LLC, TCB Telecom, LLC, Simplicity LLC (“Simplicity”), Broadband Technical Resources Incorporated (“BTR”), K&B Communications, LLC, and BTR Fiber, LLC on December 31, 2021. These entities perform critical services to the digital and other utility infrastructure industries throughout the United States and deliver technology-enabled, end-to-end services supporting the planning, design, construction, operation, maintenance and expansion of the broadband networks that have become critical infrastructure and essential to modern life and economic activity. We are the partner of choice for leading broadband service providers, fiber providers, wireless carriers, data center operators, and public and private utilities. Collectively, ITG Parent and its subsidiaries, headquartered in Fort Lauderdale, FL are referred to as the “Company” throughout this report. Basis of Accounting and Presentation – The accompanying consolidated financial statements were prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation – The accompanying consolidated financial statements include the accounts of ITG Parent and all of its wholly owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information - The accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, the condensed consolidated statements of operations and members’ equity for the three and six months ended June 30, 2026 and 2025 and the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2026, the results of its operations for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2026 and 2025 are also unaudited. The results for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period. The balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company's Final Prospectus dated June 30, 2026 and filed with the Securities and Exchange Commission (the "SEC") on July 2, 2026 (the "Prospectus"). Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ materially from those estimates, but management believes that the estimates and assumptions provide a reasonable basis for the fair presentation of the consolidated financial statements. Significant estimates include estimated profit on contracts recognized over time based upon the output method, any variable consideration on revenue, incremental borrowing rates on operating leases, income taxes, fair value of assets acquired and liabilities assumed, contingent consideration issued in a business combination and equity-based compensation. Concentrations of Credit Risk – The Company maintains cash balances at its bank. Accounts for each entity are insured by FDIC subject to certain limitations. At various times during the fiscal year, the Company’s cash in bank balances may exceed the federally insured limits. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of temporary cash investments and trade accounts receivable. Revenue Recognition – Revenue is recognized based on a five-step model of identifying the contract, identifying the performance obligation(s), determination of the transaction price, allocating the transaction price and recognizing revenue for performance completed to date. The Company’s primary revenue streams are 1) engineering and maintenance and 2) infrastructure deployment. 10 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The Company recognizes its engineering and maintenance services revenue at a point in time when the services are completed based on the agreement, as the work is generally performed in less than a day. The Company recognizes revenue from infrastructure deployment contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Infrastructure deployment contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Revenues from infrastructure deployment contracts are recognized over time using an output method, measured on the basis of the amount of feet of cable/fiber that has been dropped as per the agreement. This method is used because management considers it to be the best available measure of progress on these contracts, since it directly measures the value of the services transferred to the customer. For the three and six months ended June 30, 2026, revenue from contracts with customers recognized over time was approximately 39 % and 37 %, respectively, and revenue recognized at a point in time was approximately 61 % and 63 %, respectively. For the three and six months ended June 30, 2025, revenue from contracts with customers recognized over time was approximately 44 % and 41 %, respectively, and revenue recognized at a point in time was approximately 56 % and 59 %, respectively. Fair Value – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company follows a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to the fair value of the assets or liabilities. The fair values of the Company’s cash and cash equivalents, accounts receivable, contract assets and accounts payable approximate their carrying values due to their short maturities. The carrying value of the Company’s equipment and term loans and line of credit, which are Level 2 in the fair value hierarchy, approximates their fair values, as they are based on current market rates at which the Company could borrow funds with similar terms. The fair value of the original contingent liability is determined based upon a Monte Carlo simulation using various inputs and assumptions regarding the Company, including the distributions for each class of equity based upon hypothetical valuations of the Company, an anticipated exit date and a discount rate. The fair values for the consideration of the subsequent acquisitions is determined based upon a Monte Carlo simulation using assumptions of the various inputs of the potential earnout payments, as discussed in Note 2. Amounts are reclassified out of contingent consideration when the value becomes known and payable. These liabilities are considered Level 3 fair values with the tables below noting the information for the liability (in thousands): 2026 2025 Balance at January 1, $ 20,088 $ 8,354 Change in fair value 2,186 337 Payment of contingent liabilities ( 4,438 ) — Balance at June 30, $ 17,836 $ 8,691 The Company follows the provisions of ASC Topic 820-10, Fair Value Measurement, for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. As it relates to the Company this applies to certain nonfinancial assets and liabilities acquired in business combinations, as well as contingent consideration amounts, and thereby measured at fair value. The Company has estimated such fair value primarily by third-party valuations and believes the long-term assets and liabilities recognized in accordance with those acquisitions would be considered Level 3 in the fair value hierarchy. 11 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Earnings per Unit (“EPU”) – Earnings per LLC member unit is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per LLC member unit is calculated for each class of common LLC member units considering both distributions declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company calculates basic earnings per common LLC member unit by dividing net income by the average number of each class of common LLC member unit outstanding during the period. Diluted earnings per share is calculated in a similar manner after consideration of the potential dilutive effect of common LLC member unit equivalents on the average number of common LLC member units outstanding during the period. Dilution is not considered when a net loss is reported. Common LLC member unit equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per common LLC member unit. During the three and six months ended June 30, 2026 and 2025, the Company had no outstanding dilutive common LLC member units. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements and related disclosures. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, to address stakeholder concerns about unintended consequences in transactions involving variable interest entities. Prior to adoption, if the legal acquiree was a VIE, the primary beneficiary of the VIE was always the accounting acquirer resulting in the application of acquisition accounting. Upon adoption, in certain situations, the primary beneficiary may not be the accounting acquirer and acquisition accounting may not be required. The update will be effective for annual periods beginning after December 15, 2026, and interim periods within that year, but early adoption is permitted. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. NOTE 2 – BUSINESS COMBINATIONS 2026 Acquisition In April 2026, we acquired certain assets and assumed certain liabilities of a locate services company. The purchase price of this acquisition was paid in cash, the total consideration for the acquisition is not material or significant to the Company's condensed consolidated financial statements. The acquired business provides locate services in various states and expands our geographic presence within our existing customer base. The purchase price allocation of the acquisitions mentioned above and in Note 17 - Subsequent Events, are preliminary and will be completed when valuations for intangible assets and other amounts are finalized within the 12-month measurement period from the respective date of acquisition. 2025 Acquisitions Tilson Technology Acquisition On August 25, 2025, the Company entered into an agreement with Tilson Technology Management, Inc. and Tilson Middle Street Holding, LLC (collectively “Tilson”), headquartered in Maine. The Company acquired certain assets and assumed certain liabilities of Tilson for an initial purchase price of $ 22.1 million in cash subject to customary purchase price adjustments, less $ 5 million for assets of Tilson sold to an unrelated third party. The purchase price paid in the acquisition has been allocated to record the acquired assets based on their estimated fair values. Management estimates that consideration paid exceeded the fair value of the assets acquired. Therefore, goodwill of $ 10.4 million was recorded. The acquired assets other than goodwill were accounts receivable valued at $ 8.9 million, property and equipment of $ 12.0 12 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) million and $ 7.6 million of intangible assets. In addition, the Company assumed accounts payable of $ 3.5 million and accrued liabilities of $ 18.3 million. Vision Utility Acquisition On August 30, 2025, the Company entered into an agreement with Vision Utility Services, Inc. (Vision), headquartered in Springdale, Arkansas. The Company acquired certain of the assets of Vision for an initial purchase price of $ 21.5 million in cash subject to customary purchase price adjustments plus the potential for additional earnout payment up to $ 5.0 million. The Company estimated the earnout payments had no fair value. The purchase price paid in the acquisition has been allocated to record the acquired assets based on their estimated fair values. Management estimates that consideration paid exceeded the fair value of the assets acquired. Therefore, goodwill of $ 1.6 million was recorded. The acquired assets other than goodwill were accounts receivable valued at $ 6.5 million, property and equipment of $ 8.0 million and $ 5.4 million of intangible assets. Quasar Acquisition On October 8, 2025, the Company entered into an agreement with the stockholders of Quasar, Inc. (Quasar), headquartered in Woodstock, Georgia, with operations in the United States, Poland and the United Kingdom. The Company acquired certain of the assets of Quasar for a purchase price of $ 43.6 million in cash subject to customary purchase price adjustments. The purchase price paid in the acquisition has been allocated to record the acquired assets based on their estimated fair values. Management estimates that consideration paid exceeded the fair value of the assets acquired. Therefore, goodwill of $ 11.6 million was recorded. The acquired assets other than goodwill were accounts receivable valued at $ 13.6 million, property and equipment of $ 0.2 million and $ 18.1 million of intangible assets. Advantage Utilities On November 2, 2025, the Company entered into an agreement with Advantage Utilities LLC (Advantage), headquartered in Newton, New Hampshire. The Company acquired certain of the assets of Advantage for a purchase price of $ 23.1 million in cash subject to customary purchase price adjustments plus the potential for additional earnout payments. The earnout payments will be calculated at 50 % of the Adjusted EBITDA, as defined in the agreement, less depreciation expense for each of the three 12-month periods following the close of the acquisition. In order to be eligible for these payments, the target Adjusted EBITDA amount must be reached. The Company recorded the earnout payments at an estimated fair value of $ 5.4 million. The purchase price paid in the acquisition has been allocated to record the acquired assets based on their estimated fair values. Management estimates that consideration paid exceeded the fair value of the assets acquired. Therefore, goodwill of $ 5.6 million was recorded. The acquired assets other than goodwill were accounts receivable valued at $ 6.3 million, property and equipment of $ 4.3 million and $ 12.3 million of intangible assets. Additional Acquisitions During the year ended December 31, 2025, the Company completed an additional three acquisitions in which the Company acquired certain assets of the entities. Each of the acquisitions is being accounted for as a business combination using the acquisition method of accounting. The total cash consideration for these acquisitions amounted to $ 14.3 million subject to customary purchase price adjustments. One of the acquisitions includes a potential earnout payment of $ 0.5 million if certain revenue and gross margin criteria are achieved in the succeeding 12 -month period plus an additional 10 % of any revenue increase year over year for each year of a three-year period. Another of the acquisitions includes up to $ 5 million in potential earnout payments, consisting of $ 2.5 million in each of the succeeding two years , if certain revenue and gross margin criteria are achieved during the two 12-month periods. The fair value assigned to the potential earnout payments was a total of $ 3.3 million resulting in total goodwill allocated to these acquisitions of $ 8.4 million. Pro Forma Financial Information (Unaudited) The unaudited pro forma financial information for the six months ended June 30, 2025, below gives effect to the seven acquisitions as if they had been completed on January 1, 2025. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisitions been completed on January 1, 2025, nor do they intend to represent the Company’s future results. The unaudited pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions and does not reflect additional revenue opportunities following the acquisitions. The supplemental pro forma disclosures in the table below include adjustments for (i) depreciation and amortization expense that would have been recognized related to the acquired property and equipment and intangibles, and (ii) incremental 13 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) interest expense associated with borrowings under our Credit Agreement for the any additional amounts borrowed for the acquisitions and the recapitalization on July 9, 2025, along with reduction of interest expense on historical borrowings of the acquisitions that were not assumed (in thousands): Six Months Ended June 30, 2025 Revenue $ 639,766 Net income $ 8,154 NOTE 3 – CONTRACT ASSETS The Company’s contracts with customers generate certain contract balances in the normal execution of providing services. Contract assets include revenues recognized from unbilled revenues, and retainage amounts receivable pursuant to provisions in the contracts and may not be paid until the completion of the specific project and, in some instances, for even longer periods. Contract assets consisted of the following (in thousands): June 30, 2026 December 31, 2025 Retainage receivables $ 10,480 $ 10,042 Unbilled revenues 299,345 212,052 Total contract assets $ 309,825 $ 222,094 NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): June 30, 2026 December 31, 2025 Leasehold improvements $ 1,574 $ 1,325 Machinery and equipment 248,906 225,884 Furniture and fixtures 1,208 1,002 Computers 3,390 3,077 Total 255,078 231,288 Less accumulated depreciation ( 93,778 ) ( 72,796 ) Property and equipment, net $ 161,300 $ 158,492 Depreciation expense amounted to $ 24.9 million and $ 12.9 million for the six months ended June 30, 2026 and 2025, respectively. Depreciation expense amounted to $ 12.8 million and $ 6.9 million for the three months ended June 30, 2026 and 2025, respectively. 14 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 5 – INTANGIBLE ASSETS The Company had the following amounts related to intangible assets, all of which are amortizable (in thousands): June 30, 2026 Gross Carrying Amount Accumulated Amortization Total Customer relationships $ 279,830 $ ( 102,338 ) $ 177,492 Trade name/trademarks 25,000 ( 12,500 ) 12,500 Developed technology 4,000 ( 2,571 ) 1,429 Non-compete agreements 5,870 ( 2,403 ) 3,467 Intangible assets, net $ 314,700 $ ( 119,812 ) $ 194,888 December 31, 2025 Gross Carrying Amount Accumulated Amortization Total Customer relationships $ 279,830 $ ( 88,263 ) $ 191,567 Trade name/trademarks 25,000 ( 11,111 ) 13,889 Developed technology 4,000 ( 2,286 ) 1,714 Non-compete agreements 5,870 ( 1,657 ) 4,213 Intangible assets, net $ 314,700 $ ( 103,317 ) $ 211,383 Amortization expense related to these intangible assets was approximately $ 16.5 million and $ 14.3 million for the six months ended June 30, 2026 and 2025, respectively. Amortization expense related to these intangible assets was approximately $ 8.2 million and $ 7.2 million for the three months ended June 30, 2026 and 2025, respectively. NOTE 6 – ACCRUED EXPENSES Accrued expenses consists of the following as of (in thousands): June 30, 2026 December 31, 2025 Payroll and other compensation costs $ 14,056 $ 8,400 Insurance 7,008 3,810 Interest 842 9,775 Sales tax payable 1,806 1,468 Amounts due to sellers from acquisitions 6,378 12,269 Accrued liabilities assumed in acquisition 7,979 7,911 Offering costs 4,358 — Other 15,029 13,612 Total $ 57,456 $ 57,245 15 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 7 – DEBT Long-term debt consists of the following as of (in thousands): June 30, 2026 December 31, 2025 Term loan $ 651,750 $ 660,000 Revolving line of credit 112,000 30,000 Total principal amount 763,750 690,000 Less: current portion of long term debt ( 16,500 ) ( 16,500 ) Less: debt issuance costs, net ( 18,083 ) ( 20,037 ) Total long-term debt, net $ 729,167 $ 653,463 Credit Agreement On July 9, 2025, the Company entered into a $ 540.0 million senior secured credit agreement. The debt is collateralized by substantially all of the assets of the Company. The agreement provided a senior secured term loan of $ 540.0 million with a maturity date of July 9, 2031, and a senior secured revolving line of credit of $ 100.0 million with a maturity date of July 9, 2030. The term loan agreement requires quarterly principal payments based on the aggregate principal balance of 0.625 % or $ 4.1 million beginning on March 31, 2026, until December 31, 2027. Beginning on March 31, 2028, the quarterly principal payments increase to 1.25 % of the aggregate principal balance or $ 8.2 million through the Maturity Date at which time any remaining balance is due in full. The Credit Agreement includes a non-utilization fee which requires quarterly payments on any un-used portion of revolving loan initially equal to 0.375 % subject to adjustment based upon the Company’s consolidated first lien secured leveraged ratio (as defined in the agreement), on a quarterly basis. The Credit Agreement provides for an interest rate equal to either the Base Rate or the SOFR plus the applicable rate, as defined in the agreement. The Base Rate charged is initially the Prime Rate or the Federal Funds Rate plus 0.5 % plus the applicable rate of 3.75 % and the SOFR is at the one-month SOFR plus 1 % plus the applicable rate of 4.75 % for the term loans and for the revolving line of credit the applicable rate is initially 3.50 % for the Base Rate loans and the applicable rate is 4.50 % for the SOFR loans. As of June 30, 2026, the interest rate is 10.25 %. The Credit Agreement provides for a mandatory prepayment equal to fifty percent of excess cash flow (“ECF”) as defined within the agreement. This prepayment is due within 10 days of the date on which the annual audited financial statements are delivered until borrowings on the Credit Agreement are paid in full. The ECF begins with the year ending December 31, 2026. In addition, there are other events defined in the agreement, such as asset sales and casualty events, that would trigger mandatory prepayments. As of June 30, 2026, the Company is not subject to payments required under the ECF. On August 29, 2025, the Company entered into an amendment to the Credit Agreement for an additional $ 75.0 million term loan with the same general payment terms, maturity date and interest rates. Furthermore, on December 30, 2025, there was an additional amendment for a $ 45.0 million term loan under the same Credit Agreement with no significant changes to any of the terms of the agreement. On the same date, the revolving line of credit was increased to $ 185.0 million. The Credit Facility subjects the Company to a number of restrictive covenants, including financial covenants. These financial covenants include a consolidated first lien secured leverage ratio, as defined in the Credit Agreement. As of June 30, 2026, the Company was in compliance with all required covenants. Previous Credit Agreement On December 30, 2021, the Company entered into a $ 200.0 million Term Loan Credit and Guarantee Agreement. The Term Loan is secured by assets of the Company and is guaranteed by ITG Parent and subsidiaries. The loan was payable in quarterly installments of $ 2.5 million from June 30, 2024 through December 31, 2024 and $ 3.75 million from 16 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) June 30, 2025 and each quarter thereafter until the loan was set to mature on December 31, 2026, at which time any remaining outstanding amount would be due. The Company also entered into a Revolving Loan, a Letter of Credit facility and a Swing Line facility as part of the agreement. In 2022 and 2023, the Company entered amendments to the credit agreement which established a separate Term Loan A-1 and A-2 in which the Company borrowed $ 25.0 million and $ 20.0 million, respectively. These term loans had the same final maturity date as the original term loan and had total quarterly payments of $ 0.6 million each quarter in 2024 and a quarterly payment of $ 0.9 million beginning with the quarter ended June 30, 2025 through September 30, 2026 with the remainder due at the maturity date. On February 3, 2024, the Company entered into the Third Amendment to the Credit Agreement and Incremental Facility Agreement that, among other things, establish a new Term Loan A-3 for an amount of $ 50.0 million to fund an acquisition. This term loan had the same final maturity date as the original term loan and had quarterly payments $ 0.6 million starting June 30, 2024 through December 31, 2024 and $ 0.9 million due starting June 30, 2025 through September 30, 2026 with the remainder due at the maturity date. On March 30, 2024, the Company entered into the Fourth Amendment to the Credit Agreement and Incremental Facility Agreement that, among other things, establish a new Term Loan A-4 for an amount of $ 20.0 million to fund another acquisition. This term loan had the same final maturity date as the original term loan and has quarterly payments of $ 0.3 million due starting June 30, 2024 through December 31, 2024 and $ 0.4 million each quarter beginning with the quarter ended June 30, 2025 through September 30, 2026 with the remainder due at the maturity date. In addition, the Fourth Amendment increased the Revolving Credit Facility to a total commitment of $ 70.0 million. The Term Loan, Term Loan A-1 and Term Loan A-3 accrue interest equal to the base rate, as defined in the Credit Agreement, (Base Rate Loan) plus an applicable margin. The Term Loan A-2 and Term Loan A-4 accrue interest equal to the SOFR, as defined in the Credit Agreement, (SOFR Loan) plus an applicable margin, and the Revolving Loan and Swing Line facility accrue interest at either the base rate or SOFR plus applicable margin. The outstanding amount on these term loans and revolving credit facility was paid on July 9, 2025, in connection with the Company entering into a new senior secured credit agreement. Equipment Loans The Company has also executed a number of equipment loan agreements. The equipment loan agreements are based upon the type of equipment and are financed at stated rates per contract over various periods and with varying monthly payments. The interest rates are at various fixed market values ranging from 5.49 % to 8.79 %. The balance of these loans as of June 30, 2026 and December 31, 2025 was $ 98.3 million and $ 88.3 million, respectively. NOTE 8 – LEASES The details of the Company’s operating leases are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating lease expense $ 3,748 $ 2,833 $ 7,483 $ 5,569 Variable lease expense 2,292 1,084 4,232 2,026 Short-term lease expense 509 180 797 209 Total lease expense $ 6,549 $ 4,097 $ 12,512 $ 7,804 17 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Supplemental cash flow and other information related to operating leases for the six months ended June 30, are as follows (in thousands): 2026 2025 Operating cash flows from operating leases $ 7,581 $ 5,526 Noncash investing activities: Lease liabilities arising from obtaining right-of-use assets during the period $ 8,209 $ 6,552 NOTE 9 – EARNINGS PER UNIT The Amended LLC Agreement prescribes the amount and priority of cash distributions that various classes of common LLC member units will receive. Distributions are declared periodically at the determination of the board of directors, which determination may include the imposition on all holders of common LLC member unit of certain terms and conditions on the receipt of any distributions (including, but not limited to, the repayment or return of all or any portion of such distributions to the Company in order to satisfy the Company’s indemnification and other obligations in connection with the divestiture of any assets of the Company or its subsidiaries). All distributions are further subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Board deems necessary with respect to the reasonable business needs and obligations of the Company. During the three and six months ended June 30, 2026 and 2025, the Company allocated 100 % of the income (loss) to Class A Unit holders based on the provisions of the Amended LLC Agreement. Net income (loss) per common unit was computed as follows (in thousands, except per unit amount): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Allocation of net income (loss): Undistributed income (losses) $ 1,788 $ 11,601 $ ( 11,370 ) $ 13,180 Net income (loss) per common unit - basic and diluted: Weighted average units outstanding 160,000 160,000 160,000 160,000 Net income (loss) per common unit - basic and diluted $ 0.01 $ 0.07 $ ( 0.07 ) $ 0.08 NOTE 10 – MEMBERS’ EQUITY Members’ equity is comprised of several classes of units. Class A units are voting units and have first priority upon distribution with a return of capital plus an unpaid yield in accordance with the Amended and Restated Limited Liability Agreement (“Parent LLC Agreement”). As of June 30, 2026 and December 31, 2025, there are 160 million Class A units outstanding. Class B units are also voting units and have second priority distribution with a return of capital and an unpaid yield in accordance with the Parent LLC Agreement. As of June 30, 2026 and December 31, 2025, there are 77.5 million vested Class B units and 10 million unvested Class B units that will vest after the owners of Class A units have received distributions that equal a certain multiple as defined in the Parent LLC Agreement. Class C, D and X units are all non-voting units. There were 10 million Class C units issued in conjunction with the acquisition of ITG Opco to certain members of management. These units would receive distributions of up to $ 45 million in a waterfall calculation in accordance with the Parent LLC Agreement but are lower in priority than the Class A, B, D and X units. Class D units are management incentive units as discussed in Note 11. As of June 30, 2026 and December 31, 2025, there were a total of 20.7 million Class D units allocated to be issued. In conjunction with the acquisition of ITG Opco, there were a total of 4 million Class X units issued to the former owners of ITG Opco. These units would receive distributions of up to $ 4 million and an unpaid yield amount after Classes A and B receive a certain amount of distributions in accordance with the Parent LLC Agreement. The profits and losses of the Company in any year are allocated among each class of units based upon the net amount that the holders of those units would receive upon a hypothetical liquidation and distribution as defined in the Parent LLC Agreement. 18 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 11 – EQUITY-BASED COMPENSATION The Company accounts for equity grants to employees (Class D units) as equity-based compensation under ASC 718, Compensation—Stock Compensation. The Class D units of ITG Parent contain vesting provisions as defined in the agreement. Vested units do not forfeit upon termination and represent a residual interest. Equity-based compensation cost is measured at the estimated grant date fair value. The Class D units issued to employees are measured at estimated fair value on the grant date based on a valuation using a Monte Carlo simulation based upon various inputs and assumptions. The Company utilizes the estimated weighted average of the expected fund life dependent on various exit scenarios to estimate the expected term of the awards. Expected volatility is based on the average of historical and implied volatility of a set of comparable companies, adjusted for size and leverage. The risk-free rates are based on the yields of U.S. Treasury instruments with comparable terms. Actual results may vary depending on the assumptions applied within the model. During the six months ended June 30, 2026, the Company issued a total of 2,850,000 Class D units to certain employees and 2,350,483 Class D units were forfeited. The grant date fair value of these units issued was determined to be approximately $ 6.0 million. Compensation expense of approximately $ 1.1 million and $ 0.7 million was recorded during the three months ended June 30, 2026 and 2025, respectively. Compensation expense of approximately $ 2.3 million and $ 1.3 million was recorded during the six months ended June 30, 2026 and 2025, respectively, and there is unrecognized compensation expense at June 30, 2026, of $ 17.3 million, which is expected to be recognized over a weighted-average period of 4.0 years. During the six months ended June 30, 2025, the Company issued no Class D units and 114,434 Class D units were forfeited. NOTE 12 – SEGMENT REPORTING Management has determined that the Company functions as a single operating segment and thus reports as a single reportable segment which derives revenues by providing specialty contracting services throughout the United States. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. The CODM assesses segment performance and determines annual budgeting and forecasting using net income, which is reported in the Company’s consolidated statements of operations. Specifically, performance is continuously monitored at the consolidated and, as necessary, the individual contract level to timely identify deviations from expected results. Resource allocations are based on the needs of the customers and the capacity of the Company’s service personnel to pursue new project opportunities, including reallocation of underutilized personnel where additional resources might be required to fully meet demand. Other factors further supporting this conclusion include substantial similarities throughout all of the Company’s operations with respect to services provided, type of customers, and service delivery methodologies. 19 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The following table presents selected financial information with respect to the Company’s single operating segment as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 404,633 $ 292,405 $ 738,555 $ 517,792 Cost of revenue, excluding depreciation and amortization 332,581 237,091 613,647 423,696 Selling, general and administrative 28,141 15,765 53,713 30,546 Depreciation and amortization 21,014 13,988 41,439 27,245 Change in fair value of contingent liabilities 300 170 2,186 337 Total 382,036 267,014 710,985 481,824 Interest expense ( 19,534 ) ( 6,919 ) ( 37,759 ) ( 13,745 ) Other expense, net ( 1,008 ) ( 1,042 ) ( 1,927 ) ( 2,030 ) Income (loss) before provision for income taxes $ 2,055 $ 17,430 $ ( 12,116 ) $ 20,193 The measure of segment assets is reported in the Company’s condensed consolidated balance sheets. NOTE 13 – MAJOR CUSTOMERS For the three and six months ended June 30, 2026, one customer accounted for 33 % and 35 % of the Company’s revenues, respectively. Accounts receivable from that customer is 39 % of total accounts receivable as of June 30, 2026. In addition, there was a second customer that accounted for 20 % and 22 % of the Company’s revenue for the three and six months ended June 30, 2026, respectively, and 4 % of the Company’s accounts receivable as of June 30, 2026. For the three and six months ended June 30, 2025, one customer accounted for 33 % and 35 % of the Company’s revenues, respectively. Accounts receivable from that customer is 48 % of total accounts receivable as of June 30, 2025. In addition, there was a second customer that accounted for 28 % and 26 % of the Company’s revenue for the three and six months ended June 30, 2025, respectively, and 4 % of the Company’s accounts receivable as of June 30, 2025. NOTE 14 – RELATED PARTY TRANSACTIONS The Company subcontracts certain services with an entity owned by a family member of one of the minority members. For the three and six months ended June 30, 2026, we paid approximately $ 0.5 million and $ 0.9 million, respectively, to this entity. For the three and six months ended June 30, 2025, we paid approximately $ 0.2 million and $ 0.4 million, respectively, to this entity. In addition, we engaged an entity owned by family of another minority member for subcontractor services and paid approximately $ 0.0 million and $ 0.3 million to this entity for the three and six months ended June 30, 2026, respectively and paid approximately $ 0.2 million and $ 0.5 million to this entity for the three and six months ended June 30, 2025, respectively. These expenses are reflected in cost of revenue, excluding depreciation and amortization on the consolidated statements of operations. In addition, the Company purchased uniform and apparel products from an entity owned by a family member of one of our management team. We paid $ 0.1 million and $ 0.2 million to this entity during the three and six months ended June 30, 2026, respectively, and we paid $ 0.1 million and $ 0.2 million to this entity during the three and six months ended June 30, 2025, respectively, and the expenses are included in cost of revenue, excluding depreciation and amortization on the consolidated statements of operations. The Company has a property lease with an entity that is owned by certain of the minority members of ITG Parent. The Company paid a total of $ 0.2 million to the related entity for this lease during the six months ended June 30, 2025. During the first quarter of 2026, this property was sold by the minority members to an unrelated third party. 20 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) In conjunction with the initial acquisition, the Company is due approximately $ 2.4 million from certain members of the ITG Parent through a note receivable. The note receivable bears interest at the rate of 5.5 % and does not have a specified maturity date. As of June 30, 2026 and December 31, 2025, approximately $ 0.4 million has been recorded for interest income due on the note. In conjunction with the initial acquisition, the Company entered into an agreement with certain members in which it could owe $ 10.0 million upon a Trigger Event, as defined in the agreement, and would incur interest at a rate of 8 % per annum. The Company paid $ 2.9 million to certain of the holders during June 2026 to satisfy a portion of the liability. The fair value of this contingent liability is $ 9.0 million and $ 11.4 million as of June 30, 2026 and December 31, 2025, respectively. NOTE 15 – COMMITMENTS AND CONTINGENCIES The Company is from time to time subject to legal proceedings and claims, which arise in the normal course of its business. In the opinion of management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position, results of operations or cash flows of the Company. NOTE 16 – INCOME TAXES On July 4, 2025, the “One Big Beautiful Bill Act” (“Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to the Company beginning in 2025. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures, accelerated bonus depreciation for property and equipment, changes in calculating interest expense limitations, and other provisions. The Company provides for income taxes for the corporate tax return filed by Broadband Technical Resources Inc. based on the provisions of ASC 740, Income Taxes. ITG Parent, LLC; ITG Communications, LLC; Integrated Tech Group, LLC; TCB Telecom, LLC; Simplicity LLC; K&B Communications, LLC; and BTR Fiber, LLC are pass-through entities for tax paying purposes at both the federal and state level, except for certain states that have margin or franchise taxes that are considered income taxes for financial statement reporting purposes. Accordingly, no provisions are made for income tax liability for those entities on a federal level and also at the state level for those that recognize the pass-through status. Broadband Technical Resources, Inc. is a C-Corp and files federal and state income tax returns. In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income, adjusted for any discrete events during the period. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The Company’s effective income tax rate for the three and six months ended June 30, 2026, was 13.0 % and 6.2 %, respectively. The Company’s effective income tax rate for the three and six months ended June 30, 2025, was 33.4 % and 34.7 %, respectively. For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying condensed consolidated statements of operations. 21 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The Company files U.S. federal and certain state income tax returns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed. NOTE 17 – SUBSEQUENT EVENTS The date through which subsequent events have been evaluated is August 12, 2026. The financial statements were available to be issued at that time. Except as discussed below, the Company has identified no subsequent events that require adjustment to or disclosure in the consolidated financial statements. Initial Public Offering of ITG, Inc. On July 2, 2026, ITG, Inc. (the "Corporation") closed an initial public offering (“IPO”) of 22,439,025 shares of Class A common stock (including the exercise in full of the underwriters' overallotment) at a public offering price of $ 16.00 per share. From the IPO, the Corporation received $ 338.4 million in proceeds, net of underwriting discounts and commissions, which was used to indirectly purchase 22,439,025 common units of membership interest in ITG Parent ("LLC Interests"), and ITG Parent primarily utilized the net proceeds it received from the sale of LLC Interests to the Corporation to repay borrowings under its revolving credit facility and term loan facility. The Corporation is the indirect sole managing member of ITG Parent, through ITG Intermediate, LLC ("ITG Intermediate"), and indirectly owns 39.02 % of the economic interests of ITG Parent. Accordingly, the Corporation will consolidate the financial results of ITG Parent and report non-controlling interest in the Corporation's consolidated financial statements related to the LLC Interests held by the Class B common stockholders ("Continuing Equity Owners"). Accelerated vesting of Class D Units On July 2, 2026, in connection with the IPO, the Company accelerated vesting on the Class D Units issued prior to December 31, 2025 resulting in approximately $ 10.6 million of equity based compensation expense. Organizational Transactions In connection with the IPO, the Corporation and ITG Parent completed a series of transactions (the "Organizational Transactions"), including the following: • the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent (the "LLC Interests"), (ii) exchange all of the then existing membership interests of the equity holders of ITG Parent for LLC Interests and (iii) appoint the ITG Intermediate as the sole managing member of ITG Parent; • the Corporation's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 75,712,686 shares of Class B common stock to the Continuing Equity Owners; • the acquisition, by merger, of Oaktree Blocked Fund for which the Company issued 26,005,508 shares of Class A Common Stock as merger consideration. Following the completion of the Organizational Transactions, the Company indirectly owned 25.57 % of ITG Parent. ITG Parent Recapitalization As noted above, in connection with the IPO, the limited liability company agreement of ITG Parent was amended and restated to, among other things, (i) provide for a new single class of common units of membership interest in ITG Parent, the LLC Interests; (ii) exchange all of the then existing membership interests for LLC Interests; and (iii) appoint the ITG Intermediate as the sole managing member of ITG Parent. The Corporation has an indirect economic interest in ITG Parent, is the sole managing member, has the sole voting power in, and controls the management, through ITG Intermediate. As a result, the Corporation will consolidate the financial results of ITG Parent and report a non-controlling interest related to the LLC interests owned by the Continuing Equity Owners. The amendment also requires that ITG Parent, at all times, maintain (i) a one -to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Corporation and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners. Business Acquisition 22 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) On August 10, 2026, the Company entered into an asset purchase agreement with a construction company headquartered in Tampa, Florida. On August 10, 2026, pursuant to the agreement, the Company acquired certain assets and assumed certain liabilities of this organization. The purchase price of this acquisition was paid in cash and the total consideration for the acquisition is not material or significant to the Company's condensed consolidated financial statements. As of the date of this Quarterly Report, the Company has not completed its assessment and valuation of the assets acquired and liabilities assumed, and therefore expects to finalize the purchase price allocation upon completion of its valuation analyses and other procedures necessary to determine the relative fair values of the acquired assets and assumed liabilities. 23 Table of Contents