Item 5. Other Information
Item 5. Other Information
(c) Rule 10b5-1 Trading Plans and Non-Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, none of our directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
35
Table of Contents
Item 6. Exhibits
Exhibit
Number Document
3.1* Amended and Restated Certificate of Incorporation of ITG, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6 , 2026.
3.2* Amended and Restated Bylaws of ITG, Inc., incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2026.
10.1†* Amendment to Employment Agreement, dated June 4, 2026, by and among ITG Communications, LLC, Integrated Tech Group, LLC and Michael G. Brooks, incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 5, 2026.
10.2†* Second Addendum to Offer Letter, dated June 4, 2026, by and between ITG Communications, LLC and Joel Rivas , incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 5, 2026.
10.3†* Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 5, 2026.
10.4* Amendment No. 1 to Letter Agreement, dated June 4, 2026, by and among ITG Parent, LLC, Michael G. Brooks, Peter A. Giacalone, Christopher Perkins, Troy McClendon, Tracey Giacalone, Christopher Cowart, Guilherme Elias and Jerry Taylor
10.5 ITG, Inc. Non-Employee Director Compensation Policy, effective June 30, 2026.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Inline XBRL file set for the Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” and for the information under Part II, Item 5, “Other Information” of this Quarterly Report on Form 10-Q.
104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL file set.
________________
* Previously filed.
† Management contract or compensatory plan or arrangement.
36
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ITG, Inc.
Date: August 12, 2026
By: /s/ Andrew D. Parrott
Andrew D. Parrott
Chief Executive Officer and Director
Date: August 12, 2026
By: /s/ Christopher H. Mecray
Christopher H. Mecray
Chief Financial Officer and Principal Accounting Officer
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.