Form S-1/A ITG, Inc./DE/

As filed with the Securities and Exchange Commission on June 22, 2026.

No. 333-296557

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ITG, Inc.

(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, a non-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 June 22, 2026

Preliminary Prospectus

19,512,196 Shares

ITG, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of ITG, Inc. We are offering 19,512,196 shares of Class A common stock. We intend to use the net proceeds we receive from this offering to repay approximately $120.0 million in aggregate principal amount of borrowings currently outstanding under the Revolving Credit Facility (as defined below) and approximately $241.0 million in aggregate principal amount of borrowings outstanding under the Term Loan Facility (as defined below) and, to the extent of any remaining net proceeds, 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 2,926,829 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 2,168,635 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 2,168,635 LLC Interests from certain of the Continuing Equity Owners (as defined below). We will not receive any of the proceeds from the sale of 758,194 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 $19.00 and $22.00 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 37.83% of the LLC Interests (or approximately 39.62% 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 62.17% 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 16.10% of the combined voting power of all of our outstanding common stock and approximately 16.10% of the economic interests in ITG Parent (or approximately 18.51% of the combined voting power of all of our outstanding common stock and approximately 18.51% 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 83.90% of the combined voting power of all of our outstanding common stock and approximately 83.90% of the economic interests in ITG Parent (or approximately 81.49% of the combined voting power of all of our outstanding common stock and approximately 81.49% 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 through the book-entry facilities of the Depositary Trust Company.

Joint Bookrunners

Co-Managers

Prospectus dated    , 2026.

TABLE OF CONTENTS

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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ABOUT THIS PROSPECTUS

We, the selling stockholder and the underwriters have not authorized anyone to provide you with information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We, the selling stockholder and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our Class A common stock offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: we, the selling stockholder and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

Organizational Structure

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure in order to implement an “Up-C” structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Organizational Structure” and this offering and the application of the proceeds therefrom, which we refer to, collectively, as the “Transactions.” See “Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions.

Presentation of Financial and Operating Data

ITG, Inc. is a Delaware corporation that was incorporated for the purpose of effectuating the Transactions, and ITG Parent is a Delaware limited liability company. The historical consolidated financial information presented in this prospectus is that of ITG, Inc.’s accounting predecessor, ITG Parent. Immediately following the Transactions, ITG, Inc. will be a holding company, and its sole material asset will be a controlling equity interest (both directly and indirectly) in 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, have the obligation to absorb losses and receive benefits from ITG Parent and, through ITG Parent and its subsidiaries, conduct the business of ITG OpCo. The Transactions lack economic substance under GAAP and therefore will be accounted for in a manner consistent with a reorganization of entities under common control. Please see the section titled “Organizational Structure” and the unaudited pro forma consolidated financial information and the related notes to such financial information included elsewhere in this prospectus for additional information.

Certain Definitions

As used in this prospectus, unless the context otherwise requires:

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Trademarks

This prospectus contains references to our trademarks, trade names and service marks, which are protected under applicable intellectual property laws and are our property. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Market and Industry Data

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate, including our general expectations, addressable market size, market position, market share and market opportunity, is based on information from third-party sources, including independent industry publications and other reports, internal data and management estimates. Management estimates are derived from publicly available information released by independent industry analysts, subscription-based publications and other third-party sources, as well as data from our internal research, and are our good faith estimates based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. This prospectus also contains data and estimates derived from a March 2026 industry report commissioned by us and prepared by Altman Solon US, LP, a third-party strategy consulting firm (the “Altman Solon Report”). The Altman Solon Report does not constitute financial, legal or investment advice. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. Data regarding our industry and our market position and market share within our industry are

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inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, and you are cautioned not to place undue reliance on such information or estimates. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance, are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Non-GAAP Financial Measures

This prospectus contains certain financial measures, including, without limitation, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Cost of Revenue, Adjusted SG&A, Free Cash Flow and Free Cash Flow Conversion that are not required by, or prepared in accordance with, GAAP. We refer to these measures as “non-GAAP” financial measures and believe these non-GAAP financial measures are useful in evaluating our performance. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. For more information about these non-GAAP financial measures, including a discussion of the material risks and limitations of these measures as well as a reconciliation of these measures to the most directly comparable GAAP measures, please see the sections titled “Summary Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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RISK FACTORS

Investing in our Class A common stock involves a substantial risk of loss. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to purchase shares of our Class A common stock. If any of the following risks occur, it could have a material adverse effect on our business, financial condition or results of operations. In that case, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Additional risks not known to us or that we believe are immaterial may also adversely affect our business, financial condition, results of operations and the value of an investment in our securities. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past or current events are provided by way of example only and should not be relied on as a complete listing or a representation as to whether or not such factors have occurred in the past, are occurring in the present, or their likelihood of occurring in the future. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See the section of this prospectus captioned “Special Note Regarding Forward-Looking Statements.”

Risks Related to our Business

We operate in a highly competitive industry, and competitive pressures could materially and adversely affect our business.

The markets in which we compete are highly competitive, with many companies of varying size and business models competing for the same business as we do. Relatively few barriers prevent entry into some areas of our business, and as a result, any organization that has adequate financial resources and access to technical expertise may enter our markets and become one of our competitors. Some of our competitors may have greater resources than us and could focus their substantial financial resources to develop a competitive advantage; others may be smaller, have a lower cost structure or be able to adapt to the constantly changing demand of the market more quickly. Our competitors may also offer services at prices below cost, devote a significant sales force to competing with us or attempt to recruit our key personnel by increasing compensation, any of which could improve their competitive positions. If our work processes become obsolete, through technological advancements, including artificial intelligence and automation, or otherwise, we may not be able to differentiate our service offerings from our competitors. We also encounter competition in the form of potential customers electing to develop solutions or perform services internally rather than engaging an outside provider such as us. For example, we face competition from the in-house service organizations of our customers whose personnel perform many of the services that we provide. These customers may also face pressure or be compelled by regulatory or other requirements to self-perform an increasing number of the services we currently perform for them, thereby reducing the services they outsource to us in the future.

Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices in order to compete, and reduce our market share and revenues, any of which could have a material adverse impact on our business, financial condition and results of operations. We cannot be certain that we will maintain or enhance our competitive position or maintain our current customer base. In addition, some of our competitors have significant financial, technical and marketing resources, and may have or develop expertise, experience and resources to provide services that are superior in either or both price and quality. Certain of our competitors may also have lower overhead cost structures and therefore may be able to provide services at lower pricing than us.

Furthermore, a portion of our revenues is directly or indirectly dependent upon obtaining new contracts, which is highly competitive, unpredictable and often involves complex and lengthy negotiations and bidding processes that are impacted by a wide variety of factors, including, among other things, price, governmental approvals, financing contingencies, commodity prices, environmental conditions, overall market and economic conditions, and a potential customer’s perception of our ability to perform the work or the technological advantages held by our competitors. We compete with other general and specialty contractors, both regional and

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national, as well as small local contractors. The strong competition in our markets requires maintaining skilled personnel and investing in technology and puts pressure on profit margins. We do not obtain contracts from all of our bids and our inability to win bids at acceptable profit margins would adversely affect our results of operations. The competitive environment in which we operate can also affect the timing of contract awards and the commencement or progress of work under awarded contracts. For example, based on rapidly changing competition dynamics, we have recently experienced, and may in the future experience, more competitive pricing for smaller scale projects. Additionally, changing competitive pressures present difficulties in matching workforce size with available contract awards. As a result, changes in the competitive environment in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We derived 68% and 60% of our total revenues from our top two customers for 2024 and 2025, respectively, and the loss of either or both of these customers, or the impairment of the financial condition of one or more of our customers affecting their ability to pay us on a timely basis, could adversely affect our revenues, results of operations, and liquidity.

Our customer base is highly concentrated, with our top two customers during 2024 and 2025 accounting for approximately 68% and 60% of our total revenues, respectively. Our industry is highly competitive and the revenue we expect from an existing customer in any market could fail to be realized if competitors who offer comparable services to our customers do so on more favorable terms or have a better relationship with a customer. Additionally, the continued consolidation of the digital and other utility infrastructure services industry could result in the loss of a customer if, as a result of a merger or acquisition involving one or more of our customers, the surviving entity chooses to use one of our competitors for the services we currently provide.

Unfavorable market conditions, including rising or elevated levels of inflation or interest rates, enacted or threatened changes to tariffs and/or trade policies affecting macroeconomic conditions, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, supply chain disruptions or political, regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services.

The demand for our services is dependent upon service requirements within the markets in which we operate. Demand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to unfavorable market conditions and/or downturns in the economy. Unfavorable market conditions, including rising or elevated levels of inflation and/or interest rates, supply chain disruptions, enacted or threatened changes to tariffs or trade policies, affecting macroeconomic conditions as well as the industries we serve and related projects and expenditures, access to capital, material and costs, political, regulatory or market uncertainty or public health matters could have a negative effect on demand for, or the profitability of, our customers’ services, which could have a material adverse effect on our business, financial condition and results of operations.

Recent inflationary conditions and general labor shortages have resulted in wage inflation as well as increased competition for skilled labor. Even if inflationary pressures moderate, we expect our labor and materials costs, in particular, to remain elevated if we continue to expand our operations and volume of work. We may not be able to fully adjust our contract pricing to compensate for these cost increases, which may affect our profitability and cash flows. Inflationary pressures and the related elevated levels of market interest rates have caused, and could continue to cause, uncertainty for our customers, which has negatively affected, and could continue to negatively affect, their capital expenditure and maintenance budgets.

Should inflation persist or increase, interest rates could remain at elevated levels or increase, which, together with inflation, could have a significant negative effect on the economy in general, and on the construction industry in particular, as well as create volatility in the capital markets, which could adversely affect demand for our services, as well as our profitability, liquidity, cash flows and/or financial condition. We continually monitor

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general economic conditions and the market conditions of the industries our customers serve, and their relative health compared to the economy as a whole. Uncertain or adverse economic or political conditions, limited or lack of availability of debt or equity financing and/or higher interest rates could cause our customers to reduce their capital spending or seek more favorable pricing and other contract terms and/or cause project cancellations or deferrals.

Our operations and/or our customers could be negatively affected by market-related supply chain disruptions caused by delays, shortages of, and increased costs for, the materials necessary to perform projects.

In recent years, increased tariffs were implemented on goods imported into the United States, particularly from China, Canada, and Mexico. These and similar types of trade policies could lead to a material adverse effect on our results of operations if our customers’ businesses are impacted by a response to such policies, including changes in spending behavior. In addition, although the Federal Reserve has periodically lowered short-term interest rates since September 2024, interest rates, particularly long-term rates, remain elevated along with levels of inflation, and we have been subject to, and may continue to be subject to, the general effect of such inflationary market pressures on our business, particularly with respect to interest expense and labor and materials costs.

Seasonality and adverse weather conditions affect demand for our services.

Our revenues and results of operations exhibit seasonality and are impacted by adverse weather changes as we perform a significant portion of our work outdoors. Consequently, adverse weather, which is more likely to occur with greater frequency, severity, and duration during the winter, as well as reduced daylight hours, impact our operations during the fiscal quarters ending in March and December. Additionally, extreme weather conditions such as major or extended winter storms, droughts and tornados, wildfires, and natural disasters, such as floods, hurricanes, tropical storms, whether as a result of climate change or otherwise, could also impact the demand for our services, or impact our ability to perform our services. Also, several holidays fall within the fiscal quarter ending in December, which decreases the number of available workdays in this fiscal quarter. Because of these factors, we are most likely to experience reduced revenue and profitability or losses during the fiscal quarters ending in March and December compared to the fiscal quarters ending in June and September.

Our backlog is subject to cancellation and unexpected adjustments and may not result in actual revenue or profits.

Our Total Backlog represents the estimated amount of revenue we expect to realize from services to be performed pursuant to MSAs and other contractual arrangements over their terms. Our NTM Backlog represents the estimated amount of revenue we expect to realize from services to be performed pursuant to MSAs and other contractual arrangements over the next 12 months. Our management estimates of NTM Backlog are based on contract values, customer-provided schedules / general timing guidelines, historical activity levels, and management’s understanding of the scope and timing of expected work. A significant portion of our Total Backlog and NTM Backlog is attributable to MSAs and other service agreements, none of which require our customers to purchase a minimum amount of services and are cancelable on short or no advance notice. The balance of our Total Backlog and NTM Backlog is our estimate of work to be completed under contracts for specific projects. Estimated backlog for work under MSAs and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communication with our customers, which estimates may prove inaccurate. Timing of revenue for construction and installation projects included in our Total Backlog and NTM Backlog can be subject to change as a result of customer, regulatory or other delays or cancellations. These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. From time to time, we experience postponements, cancellations and reductions in expected future work due to changes in our customers’ spending plans, changes or delays in customers’ obtaining funding either from capital markets and/or government programs, market volatility, changes in governmental permitting, regulatory delays and/or other factors. In addition, contract revenues reflected in our Total Backlog and NTM Backlog may be realized in different periods from those previously anticipated due to these factors as well as project accelerations or delays due to various reasons, including, but not limited to, scheduling changes, commercial issues, such as permitting, engineering revisions, job site conditions and adverse weather.

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There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our Total Backlog and NTM Backlog as of any particular date is an uncertain indicator of future revenue and earnings. In addition, contracts included in our Total Backlog and NTM Backlog may not be profitable. If our Total Backlog or NTM Backlog fails to materialize, or if amounts in our Total Backlog or NTM Backlog are unprofitable, our results of operations, cash flows, liquidity and financial condition could be materially and adversely affected.

We derive a significant portion of our revenues from multi-year master service agreements and other contracts which our customers may cancel at any time or may reschedule or modify previously assigned work.

The majority of our long-term contracts are cancellable by our customers with little advance notice and for any, or no, reason. Our customers may also have the right to cancel or remove assigned work without canceling the contract or to reschedule or modify previously assigned work. We may also experience difficulty in managing and timely executing on long-term contracts due to the complex nature of the projects and changes in customer needs and priorities may adversely impact the profitability of these contracts. In addition, we may be unsuccessful in securing contracts when their fixed terms expire. The potential loss of work under master service agreements and other long-term contracts, or the rescheduling or modification of previously assigned work by a customer, could adversely affect our business, financial condition, results of operations and cash flows.

If we fail to complete a project in a timely manner, miss a required performance standard or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability or subject us to liquidated or other damages.

Our engagements may involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third parties and our own personnel, in a timely manner. We may commit to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of underutilizing our workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including, among other things, unavoidable delays from government inaction, power, water or other resource availability, public opposition or negative press, inability to obtain financing, weather conditions, unavailability of materials or required services, unavailability of technical or specialized labor, changes in the project scope of services requested by our clients, workplace and industrial accidents, denial of or delay in securing required permits, environmental hazards and labor disruptions. To the extent these events occur, the total costs of the project could exceed our estimates, and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us. Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation and client base. Any such circumstances could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Inaccurate cost estimates on our contracts or cost overruns caused by a variety of circumstances could reduce our profit margins, cause us to incur losses under such contracts or harm our reputation, any of which could adversely affect our profitability, results of operations and cash flows.

A significant portion of our services are provided under unit-based contracts and MSAs. We bear the risk of cost overruns in connection with the services provided under these contracts and MSAs and our profitability could decline if our actual cost (for labor, subcontractors, fuel, equipment or other operational costs) to complete

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each unit or project exceeds our original estimates, as our long-term contracts do not cover all the types of costs that may be incurred in the process of completing our customers’ projects. A variety of factors could negatively impact the actual costs we incur in performing our work, such as changes made by our customers to the scope and extent of the services that we are to provide under a contract, delays resulting from weather, natural disasters, public health emergencies and other similar factors, conditions at work sites differing materially from those anticipated at the time we bid on the contract, higher than expected costs of materials, including as a result of increased tariffs, and labor, delays in obtaining necessary permits, under-absorbed costs, and lower than anticipated productivity. An increase in costs due to any of these factors, or for other reasons, could reduce our profit margins, cause us to incur losses under such contracts or harm our reputation, any of which could adversely affect our profitability, results of operations and cash flows.

In addition, we also recognize revenue over time using the output method, which relies on the accuracy of management’s estimates of the cost to complete each project. Revenue and total contract cost estimates are reviewed and revised on an ongoing basis as the work progresses. Adjustments arising from changes in the estimates of revenue or costs are reflected in the fiscal period in which such estimates are revised, including the full amount of any expected project losses. Estimates are based on management’s reasonable assumptions, judgment and experience, but are subject to the risks inherent in estimates, including unanticipated delays or technical complications, changes in job performance, job conditions and management’s assessment of expected variable consideration. Variances in actual results from related estimates on a single large project, or concurrently on several smaller projects, could be material. Any such adjustments could result in reduced profitability and negatively affect our profitability, results of operations and cash flows.

Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to our fixed-price contracts.

It is important for us to accurately estimate and control our contract costs, so that we can maintain positive operating margins and profitability. We could experience cost overruns if our initial estimates are inaccurate as a result of errors or ambiguities in the contract specifications or become inaccurate as a result of a change in circumstances following the submission of the estimate due to, among other things, unanticipated technical or equipment problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, changes in the costs of raw materials or the inability of our vendors or subcontractors to perform their obligations within budget. If cost overruns occur, we could experience reduced profits or, in some cases, a loss for that project. If a project is significant, or if there are one or more common issues that impact multiple projects, costs overruns could increase the unpredictability of our earnings, as well as have a material adverse impact on our business, financial condition and results of operations. When cost overruns occur due to factors outside of our control, we may be able to recoup our revenues through change order; however, this process is subject to negotiations with the relevant client or customer.

Certain of our contracts require us to satisfy specific milestones in order to receive payment for the work completed or equipment or supplies procured prior to achievement of the applicable milestone. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If a client determines not to proceed with the completion of the project or if the client defaults on its payment obligations, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies.

Accounting for a contract requires judgments relative to assessing the contract’s estimated risks, revenue, costs and other technical issues. Due to the size and nature of many of our contracts, the estimation of overall risk, revenue and cost at completion is complicated and subject to many variables. Changes in underlying assumptions, circumstances or estimates may also adversely affect future period financial performance. If we are unable to accurately estimate the overall revenue or costs on a contract, then we may experience a lower profit or incur a loss on the contract.

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Our business is labor-intensive, and we may be unable to attract, retain and ensure the productivity of qualified members of our workforce or to pass increased labor and training costs to our customers. Members of our workforce, including any subcontractors, may fail to satisfy their obligations to us, which may adversely affect our relationships with our customers or cause us to incur additional costs.

We are highly dependent upon our ability to employ, train, retain, and ensure the productivity of the skilled personnel needed to operate our business. Given the highly specialized work we perform, many of our workers receive training in, and possess, specialized technical skills that are necessary to operate our business and maintain productivity and profitability. We cannot be certain that we will be able to maintain and ensure the productivity of the skilled workforce necessary to operate our business. Our ability to do so depends on a number of factors, such as the general rate of employment, fluctuations in economic and industry conditions, changes in U.S. immigration policies, regulatory changes, competition for workers possessing the skills we need and the general health and welfare of our workforce. Additionally, factors such as corporate culture, organizational changes, remote working opportunities and our compensation programs may impact our ability to effectively attract, retain and manage our workforce. In addition, the uncertainty of contract awards and project delays can also present difficulties in appropriately sizing our skilled workforce. Furthermore, we may be unable to pass increases in labor and training costs on to our customers. If we are unable to attract or retain qualified personnel or incur additional workforce and training costs, we may be unable to maintain or improve our competitive position and our results of operations could be adversely affected.

In addition, we contract with subcontractors to hire the employees of such subcontractors for our projects, in order to manage fluctuations in work volumes and reduce the amounts that we would otherwise expend on fixed assets and working capital. If we are unable to secure qualified subcontractors who can provide adequate labor resources at a reasonable cost, we may be delayed or unable to complete our work under a contract on a timely basis. In addition, subcontractors may not meet performance expectations, fail to meet regulatory or contractual requirements, or experience financial instability that could result in disputes or litigation and adversely impact, among other things, the quality and timeliness of the work they have performed. We may incur additional costs to correct such shortfalls in the work performed by the employees of our subcontractors. Any of these factors could negatively impact the quality of our service, our ability to perform under certain customer contracts, and our relationships with our customers, which could adversely affect our results of operations.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future success and ability to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees, including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly skilled individuals with technical expertise is extremely intense, and we face challenges in identifying, hiring and retaining qualified personnel in many areas of our business. Integrating new employees into our team could prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. An inability to retain our senior management and other key personnel or to attract additional qualified personnel could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including our ability to transition members of our workforce from completed projects to new assignments and to hire and assimilate new workers; our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and operating units; and our ability to manage attrition. If we underutilize our workforce, our profit margin and profitability could suffer, which could in turn have a material adverse impact on our business, financial condition and results of operations.

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We rely on subcontractors and their failure to perform or any challenges maintaining our relations with our subcontractors may adversely impact our operations.

Our subcontractor network, and employees working for such subcontractors, work on many of our services. Our subcontractors are contractually obligated to operate their businesses in accordance with the agreements we enter into with them and applicable laws and regulations. However, they are third-party independent contractors that we do not control, and they own, operate and oversee the daily operations of their own businesses. In addition, while our managers regularly and routinely oversee the work performed by our subcontractors’ employees, such employees of our subcontractors are not directly employed by us. As a result, we are limited in our ability to control their work product and we do not have direct contact with them as we do with our in-house employees. If any of our subcontractors fail to fulfill their contractual obligations to deliver services on time, either because of poor management by such subcontractors or due to the failure of their individual employees, our business, financial condition and results of operations could be adversely affected. If such subcontractors do not perform their obligations to us, our customers or any relevant third parties, we may be adversely impacted by claims from our customers and others.

Additionally, if such subcontractors do not successfully operate their businesses in a manner consistent with required laws, standards or regulations, we could be subject to claims from regulators or legal claims for the actions or omissions of such subcontractors. In addition, our relationship with our subcontractors and their employees could become strained (including resulting in litigation) as we impose new standards or assert more rigorous enforcement practices relating to the existing required standards. Any such strain in our relationships or claims arising out of litigation could have a material adverse effect on our reputation, business, financial condition and results of operations.

An increase in the prices or availability of materials and equipment used in our business, including certain customer-provided materials and commodities, could materially and adversely affect our business, results of operations and cash flows.

A significant portion of our contracts are also performed utilizing our own construction and field services equipment rather than rented equipment. We sometimes bid for work knowing that we will have to rent equipment on a short-term basis, in which case we include the equipment rental rates in our bid. If market rates for either new equipment purchases or rental equipment increase between the time of bid submission and project execution, our operating margins and/or cash flow for the project may be reduced. If we are unable to buy or lease equipment necessary for a project or maintain the equipment in our fleet, we may be forced to incur unexpected costs, including costs in connection with renting equipment on a short-term basis, obtaining additional third-party repair services at a higher cost, or be unable to bid on additional contracts, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

For a majority of the contract services we perform, customers provide the necessary materials. Increases in certain commodity prices, including copper and steel, which are inputs into components utilized in our operations, may expose us to market risk as our customers can experience difficulty supplying such materials on a timely basis or may be unable to supply such materials. In addition, our customers’ capital budgets may be impacted by the prices of certain materials, and reduced customer spending could lead to fewer project awards and more competition. These prices could be materially impacted by general market conditions, inflationary pressures, and other factors, including U.S. trade relationships with other countries or the imposition of tariffs or other trading restrictions. We and our customers are also exposed to the availability of these materials which have been impacted by the supply-chain disruption from the imposition of tariffs, inflationary pressures, and a changing regulatory landscape. If we, or our customers, are unable to procure the materials necessary to the contract services we perform, or if those materials are only available at prices that make our work unprofitable under our existing contracts, our revenues and results of operations could be adversely affected.

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Changes in fuel prices may increase our costs, and we may not be able to pass along increased fuel costs to our customers.

Fuel prices fluctuate based on events outside of our control, including as the result of global economic conditions, market volatility, import and export restrictions, sanctions or trade regulations and the imposition of tariffs. Some of our contracts may not allow us to adjust our pricing for higher fuel costs during a contract term. In addition, we may be unable to secure prices that reflect rising costs when renewing or bidding contracts. We do not currently engage in fuel hedging transactions or purchase gasoline or fuel future contracts in an effort to mitigate the risk of future fuel price increases. Changes in fuel prices may adversely affect our results of operations.

Our operations involve activities that are inherently dangerous. If our activities result in, or if it is alleged that our activities have resulted in, damage or destruction to the property of others, or in injury or death to others, we could be exposed to significant financial losses, reputational harm and civil and criminal liabilities.

From time to time, our operations involve dangerous activities that could result in, or be alleged to have resulted in, damage to the real and personal property of others, and cause personal injury or death to third parties or our workforce. In many instances, our activities are performed in close proximity to other utilities which, if damaged, may result in the occurrence of catastrophic events. Additionally, we may perform our activities in environmentally sensitive locations or in locations that may be susceptible to catastrophic events. If our activities cause or contribute to, or are alleged to have caused or contributed to, a catastrophic event, we could be exposed to severe financial losses and reputational harm. We procure insurance coverage to cover many of these risks; however, there can be no assurance that coverage will continue to be available to us on commercially reasonable terms, or at all, or that our coverage will be adequate in scope or amount to address financial losses from these risks. As a result, we could incur significant costs to defend any such allegations, defend and indemnify our customers, repair and replace assets, or to compensate third parties; reputational harm could result in the loss of future revenue-generating opportunities; or we may be subject to civil and, in certain situations, criminal liabilities.

The capital and operating expenditure budgets and spending patterns of our customers affect demand for our services and the addition of new customers with differing behaviors may adversely impact our business.

Generally, our customers have no obligation to assign specific amounts of work to us. Customers decide to engage us to provide services based on, among other things, the amount of capital they have available and their spending priorities. Our customers’ capital budgets may change for reasons over which we have no control. These changes may occur quickly and without advance notice. Any fluctuation in the capital or operating expenditure budgets and priorities of our customers could adversely affect our business, financial condition, results of operations and cash flows. Further, if we continue to broaden our customer base, we may become subject to different customer requirements or characteristics, including less advantageous contractual requirements, customers with financial or operational instability or increased contract terminations or project cancellations. Our failure or inability to anticipate or adapt to a changing customer base and shifting business models could have an adverse effect on our competitive position, business or results of operations.

If we experience delays and/or defaults in client payments, we could be unable to recover all expenditures.

Because of the nature of our contracts, at times we commit resources to projects prior to receiving payments from the client in amounts sufficient to cover expenditures on projects as they are incurred. Delays in client payments may require us to make a working capital investment. While we historically have had low levels of credit loss, if a client defaults in making their payments on a project to which we have devoted resources, it could have a material adverse impact on our business, financial condition and results of operations.

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The industries we serve are subject to rapid technological changes, regulatory changes and requirements associated with government funding as well as customer consolidation, any of which could result in decreased demand for our services and adversely affect our business, financial condition, results of operations and cash flows.

We derive a substantial portion of our revenue from customers in industries that are subject to rapid changes in technology, government regulation, changing consumer demands and consolidation, and our business performance is therefore highly dependent on conditions affecting those industries. Technological advances in the markets we serve, including from climate-related initiatives and use of AI, could render existing projects or technologies uncompetitive or obsolete, and/or alter our customers’ existing operating models or materially and adversely affect our customers’ willingness or ability to purchase, or continue purchasing, our services (including if customers reallocate spending toward new or alternative technologies). Technological change occurs frequently, often in ways that are difficult to predict, and may require us and our customers to make significant investments to remain competitive. Our failure to rapidly adopt and master new technologies as they are developed or adapt to changing customer requirements could reduce demand for our services. If we fail to anticipate, identify or respond effectively to technological developments, or if our technology or services fail to keep pace with evolving customer needs and industry standards, our competitive position could be materially and adversely affected. New and evolving technologies can materially impact our business in a number of ways, including by affecting the costs, speed and efficiency with which we can provide our services to our customers and our ability to differentiate ourselves from our competitors’ offerings. In addition, increased adoption of AI and other advanced technologies by us, our competitors or our customers may increase competitive pressures, accelerate innovation cycles and reduce barriers to entry, which could result in pricing pressure or loss of market share. Technological change in the industries we operate in that are not directly related to the services we provide may also impair the competitive or financial position of one or more of our customers, which could result in a reduction, delay or elimination of their use and purchase of our services. Any reduction, delay, reallocation of spending priorities or elimination of spending by one of our customers on the services we provide could materially and adversely affect our business, financial condition, results of operations and cash flows. There can be no assurance that our investments in new technologies, including AI, will achieve their intended benefits, or that we will be able to do so on a timely or cost-effective basis.

In addition, our customers operate in regulated industries and are subject to laws and regulations that can change frequently. Where our customers utilize governmental funding sources in connection with the work they contract us to perform, such work may be subject to new or enhanced regulatory requirements and compliance obligations. The application of new or enhanced regulatory requirements or obligations, or changes to the enforcement or interpretation of existing laws or regulations, may delay or constrain our ability to perform our work, increase our costs to perform our work without a corresponding increase in payment from our customers, and could cause our customers to reduce or delay spending on the services we provide, which could adversely affect our business, financial condition, results of operations and cash flows.

Additionally, consolidation among our customers could result in the loss of customer revenue or could materially and adversely affect customer demand and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business is subject to the risks of earthquakes, fire, power outages, floods, pandemics, public health emergencies and other catastrophic events, and to interruption by man-made problems such as political disruption, strikes and terrorism. In addition, climate change and related environmental issues could have an adverse impact on our business.

Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as outbreaks of infectious disease, acts of sabotage and terrorist actions, could negatively impact us. We typically negotiate contract language intended to grant us certain relief from force majeure events in our contracts and review and attempt to mitigate force majeure events in our contracts. Even if

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a force majeure clause is available to us, in the event that relief from force majeure events is not provided or is denied, we remain obligated to perform our services. If we are not able to react quickly to force majeure events, our operations may be affected significantly, which would have a material adverse impact on our business, financial condition and results of operations and could also negatively affect our reputation in the marketplace.

We may be subject to warranty claims, which could result in significant liabilities and adversely impact our financial results.

We typically warrant the services we provide by guaranteeing the work performed against defects in workmanship and materials or where our services are not provided in a manner consistent with applicable requirements. When these claims occur, we may be required to repair or replace our work without receiving any additional compensation and we may be liable to our customers for significant monetary claims. Our performance of warranty services requires us to allocate resources that otherwise might be engaged in the provision of services that generate revenue. In addition, our customers often have the right to repair or replace items under warranty using the services of another provider and to charge the cost of the repair or replacement to us. Costs incurred for warranty claims, or reductions to revenue-generating activities arising from the allocation of resources to resolve warranty claims, could adversely affect our results of operations and financial position.

The nature of our business exposes us to potential liability for warranty, engineering and other related claims. Our insurance policies may not provide coverage for such claims.

We typically provide contractual warranties for our services and materials, guaranteeing the work performed against, among other things, defects in workmanship, and we may agree to indemnify our customers for losses related to our services. While our standard warranty period lasts 12 months, the length of these warranty periods varies, and certain projects can have longer warranty periods and include facility performance warranties that are broader than the warranties we typically provide. Warranties generally require us to re-perform the services and/or repair or replace any items under warranty and any other facilities impacted thereby, at our sole expense, and we could also be responsible for other damages if we are not able to adequately satisfy our warranty obligations. In addition, we can be required under contractual arrangements with our customers to provide a warranty for any defects or failures in materials we provide. While we generally require materials suppliers to provide us warranties that are consistent with those we provide to customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to repair or replace the defective materials.

Furthermore, our business involves professional judgments regarding the planning, design, development, construction, operations and management of telecom, cable, fiber, and related networks and critical infrastructure. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages. An accident or other adverse event at a project site or completed project resulting from the services we performed could result in professional or product liability, personal injury (including claims for loss of life) or property damage claims or other claims against us, as well as reputational harm. Although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, we may be deemed to be responsible for these professional judgments, recommendations or opinions if they are later determined to be inaccurate, or if an accident or other adverse event or failure occurs at one of our project sites or completed projects. These liabilities could exceed our insurance limits or impact our ability to obtain third-party insurance in the future, and customers, workforce or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. In addition, our insurance policies do not cover warranty periods. We could also be liable to third parties, including through class actions, even if we are not contractually bound to those third parties. These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at all due to various exclusions in our coverage and could impact our ability to obtain insurance in the future. Further, any such incident may lead to reputational harm. Any unfavorable legal ruling against us could result in substantial monetary damages, disqualification to perform services in the future or even criminal violations. As a result, warranty, engineering and other related claims could have a material adverse impact on our business, financial condition and results of operations.

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Furthermore, certain of our services are designed to support critical infrastructure and any failure of such workmanship could result in significant liability and warranty claims, as well as damage to our reputation in the marketplace. Our quality control processes and testing may be inadequate to detect all defects, errors, failures and quality issues, which could impact customer satisfaction or result in claims against us. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in our workmanship, and the occurrence of any defect, error, failure or quality issue could result in cancellation of orders, damage to our reputation, diversion of our resources, lawsuits or claims by our customers or other third parties and other losses to us or to any of our customers or third parties, which could have a material adverse impact on our business, financial condition and results of operations.

Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.

Our services involve significant risks of professional and other liabilities, which may substantially exceed the fees that we derive from our services. We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. From time to time, we assume liabilities as a result of indemnification provisions contained in our service contracts. We cannot predict the magnitude of these potential liabilities.

We are liable to pay such liabilities from our assets if and when the aggregate settlement or judgment amount exceeds our insurance policy limits. Further, our insurance may not protect us against liability because our policies typically have various exceptions to the claims covered and also require us to assume some costs of the claim even though a portion of the claim may be covered. A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse impact on our liquidity.

If any of our third-party insurers fail, suddenly cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase, and the management of our business operations would be disrupted. In addition, if we expand into new markets, we may not be able to obtain insurance coverage for these new activities or, if insurance is obtained, the dollar amount of any liabilities incurred could exceed our insurance coverage. There can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits. Any uninsured claim, either in whole or in part, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or retention, if successful and of material magnitude, could have a material adverse impact on our business, financial condition and results of operations.

A failure in our information technology systems could significantly disrupt and negatively impact our business and operations.

We rely on information technology systems to record and process transactions, manage our business, and maintain the financial accuracy of our records. Our information technology systems may be adversely impacted by various factors, including power outages, software and hardware failures, connectivity outages, catastrophic events, and human error. Interruptions to our information systems could disrupt our business, delay our financial reporting, and could result in the loss of revenue, and cause us to incur additional expense. We utilize FUSE360, our proprietary business intelligence system, to standardize our operations and information technology systems, with the goal of fully integrating new acquisitions into our existing platform as such acquisitions are completed. Any delays or failures in such business intelligence system, or integrating new acquisitions on a timely basis, may adversely impact our financial results. In addition, the failure to adequately address the necessary readiness and training needs of our personnel could lead to business disruption, negatively affect our customer relationships, and restrict our ability to execute our business strategy, which could adversely affect our business.

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A cybersecurity breach of our technology systems or those of third-party providers may adversely affect our operations and financial results.

We are dependent on information technology systems (“IT Systems”) to operate our business, to engage with our customers and other third parties, and to increase the efficiency and effectiveness of the services we offer our customers. We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. Additionally, we and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, as cybersecurity incidents are evolving and are increasing in frequency and magnitude across all business types. We have experienced, and may continue to experience, cybersecurity threats. While we have implemented certain security measures that are designed to detect and protect against cyberattacks, no security measure is infallible, and further, we may not be able to timely deploy and monitor effective measures and protocols at our brands.

Despite our security measures and any additional measures we may implement or adopt in the future, our IT Systems, and those of our third-party service providers, and our Confidential Information have been and continue to be vulnerable to cyber incidents, such as security breaches, computer viruses, other malicious or destructive software, attacks designed or enhanced by artificial intelligence, ransomware, denial-of-service attacks, lost or misplaced data, programming errors, scams, hacking, burglary, human errors, misdirected wire transfers, damage by individuals (which may include our and our third party providers’ employees), groups or nation states or state-sponsored threats and other adverse events, including threats to our critical operations technologies. Moreover, we may acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational and financial risks until they are fully integrated into our IT Systems. Additionally, the increased use of remote working arrangements by employees, vendors and other third parties has increased the exposure to possible attacks, thereby increasing the risk of a data security compromise. Third-party systems on which we rely could also suffer such cybersecurity incidents or operational system failures.

Any adverse impact to the availability, integrity, or confidentiality of our IT Systems or Confidential Information could result in material harm to our business, including disruption of our business plans; ransom payments; significant remediation and cybersecurity protection costs; loss of Confidential Information; litigation (including class-actions) and legal risks, including regulatory actions; potential liability; damage to our reputation or customer relationships; or damage to the Company’s competitiveness, stock price and long-term stockholder value, or otherwise have a material adverse impact on our business, financial condition and results of operations. An attack could also cause service disruptions to our IT Systems or, in extreme circumstances, infiltration into, damage to or loss of control of our customers’ systems. While we maintain insurance coverage intended to address these types of cybersecurity incidents, such insurance policies may not completely provide coverage for, or completely offset, the costs associated with such incidents, including losses from reputational harm or the costs to improve security against future similar threats. Additionally, because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently and are generally not identifiable until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.

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If we fail to promote, maintain or enhance our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

Our brand, reputation and relationships with customers are among our most important assets, and our ability to attract and retain customers and workers depends on brand recognition and reputation. Such dependence makes our business susceptible to reputational damage and to competition from other companies. A variety of events could result in damage to our reputation or brand, some of which are outside of our control, including: acts or omissions that adversely affect our business such as a crime, scandal, cyber-related incident, litigation or other negative publicity; failure to successfully perform, or negative publicity related to, a high-profile project; misconduct, fraud or other improper activities caused by our workers’, partners’ or consultants’ failure to comply with laws or regulations; engagements in or perceived connections to politically or socially sensitive activities; infringement of our trademarks or other intellectual property by third parties or accusations that our operations infringe the intellectual property rights of third parties; actual or potential involvement in a catastrophic fire, explosion or similar event; or actual or perceived responsibility for a serious accident or injury.

Increased media coverage and interest in many of the industries that we serve, along with the intensification of media coverage generally, including through the considerable expansion in the use of social media, have increased the volume and speed at which negative publicity arising from any such events can be generated and spread, and we may be unable to timely respond to, correct any inaccuracies in, or adequately address negative perceptions arising from such media coverage. If the reputation or perceived quality of our brand declines or customers lose confidence in us, our business, financial condition and results of operations could be adversely affected.

We may use AI in our business, and challenges with properly managing its use, as well as uncertainty regarding the legal and regulatory landscape surrounding the use of AI, could result in reputational harm, competitive harm and legal liability, and adversely affect our business.

We utilize AI, data analytics and related tools to collect, aggregate and analyze data. We may incorporate AI and related solutions into our business and services, and these applications may increase over time. However, there are significant risks involved in utilizing AI and no assurance can be provided that our use will enhance our business or operations or result in our business or operations being more efficient or profitable. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our services. If the AI solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm or other adverse impacts on our business, operating results and financial conditions. If we do not have sufficient rights to use the data or other material or content on which our AI solutions or other AI tools we use rely, we also may incur liability through the violation of applicable laws, third-party intellectual property, privacy or other rights or contracts to which we are a party.

In addition, regulation of AI is rapidly evolving as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws, including intellectual property, privacy, data protection and cybersecurity, consumer protection, competition and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states are applying, or are considering applying, their platform moderation, cybersecurity and data protection laws to AI or are considering general legal frameworks for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.

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We may incur goodwill and other intangible impairment charges in the future which could reduce our profitability and adversely affect our stockholders’ equity.

Because we have grown in part through acquisitions, we have a significant amount of goodwill and intangible assets. Under GAAP, we are required to test goodwill and intangible assets carried in our consolidated balance sheets for possible impairment on an annual basis based upon a fair value approach and whenever events occur that indicate impairment could exist. We examine relevant events and circumstances, such as: macroeconomic conditions, including levels of inflation, market interest rates and supply chain disruptions; any adverse effects of industry and/or market conditions, including the potential effects of regulatory and other uncertainty; uncertainty related to the implementation and pace of spending under governmental infrastructure programs and initiatives; project permitting uncertainty; financial, competitive and other conditions, including declines in the operating performance of our reporting units; entity-specific events; the rates of success on new project awards; the potential effects of longer-term changes in consumer behavior from regulatory, climate-related or other factors; and other adverse changes in the key valuation assumptions contributing to the estimated fair value of our reporting units. These events and circumstances could adversely affect the estimated fair values of the related reporting units and result in an impairment of the recorded balances of goodwill or intangible assets, which could materially and adversely affect our business, results of operations and financial condition.

Fluctuations in our effective tax rate and tax liabilities may cause volatility in our financial results.

We determine and provide for income taxes based on the tax laws of each of the jurisdictions in which we operate. Changes in the mix and level of earnings among jurisdictions could materially impact our effective tax rate in any given financial statement period. Our effective tax rate may also be affected by changes in tax laws and regulations at the federal, state, and local level, or by new interpretations of existing tax laws and regulations. We are also subject to audits by various taxing authorities. An adverse outcome from an audit could unfavorably impact our effective tax rate and increase our tax liabilities.

Our financial results are based, in part, upon estimates and assumptions that may differ from actual results.

In preparing our consolidated financial statements in conformity with GAAP, management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates and assumptions must be made because certain information used in the preparation of our consolidated financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain and we must exercise significant judgment. Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity.

Changes in accounting rules and regulations could adversely affect our financial results.

Accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various other governing bodies. A change in accounting rules and regulations pursuant to FASB or SEC guidance or a change in GAAP could have a significant effect on our reported financial results. Additionally, the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls. We cannot predict the effect of future changes to accounting principles, which could have a significant effect on our reported financial results and/or our business, financial condition and results of operations.

Risks Related to Growth and Acquisitions

As a growing company with a relatively limited operating history at our current scale, we face various risks, uncertainties, expenses and difficulties. Our business is dependent on our ability to effectively develop, maintain and scale our platform.

Our expected future growth presents numerous managerial, administrative, operational and other challenges. Our ability to manage the growth of our platform will require us to continue to develop, improve and maintain

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the quality of our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate and retain both our management and our workforce. The inability to effectively manage our growth or the inability of our workforce to achieve anticipated performance could have a material adverse impact on our business, financial condition and results of operations.

We may be unsuccessful at generating internal growth, which may materially and adversely affect our ability to expand our operations or grow our business.

Our ability to generate internal growth may be adversely affected if, among other factors, we are unable to: attract new customers and retain our existing customers; successfully complete work for existing customers and increase the number of projects or amount of work performed for existing customers; hire and retain qualified personnel; secure appropriate levels of equipment; efficiently allocate our resources; successfully bid for new projects; or adapt the range of services we offer to address our customers’ evolving needs.

In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital. Our customers may also reduce projects in response to economic conditions.

Many of the factors affecting our ability to generate internal growth are beyond our control, and we cannot be certain that our strategies will be successful or that we will be able to generate cash flow sufficient to fund our operations and to support internal growth. If we are unsuccessful, we may not be able to achieve internal growth, expand our operations or grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may pursue acquisitions and strategic investments which involve risks, including the diversion of financial and management resources and the integration of acquired businesses into our operations, which, if unsuccessful, could cause us to experience operational challenges and/or negatively affect our operating results, cash flows and liquidity and may not enhance stockholder value.

As part of our growth strategy, we have made, and may continue to make, strategic acquisitions and investments. For example, in 2025, we completed seven acquisitions. In the future, we may be unsuccessful in completing acquisition opportunities that we pursue, which would cause us to incur pursuit costs without the commensurate benefit of completing the acquisition. Our competitors may be more effective than us in executing and closing acquisitions in competitive auctions. Our ability to enter into and complete acquisitions may be restricted by, or subject to, various approvals under state or federal law or may not otherwise be possible, may result in a possible dilutive issuance of our securities, or may require us to seek additional financing.

In addition, strategic acquisitions and investments may expose us to operational challenges and risks, including: (i) the ability to profitably manage the acquired business or successfully integrate the operations, information, internal controls, procedures, sales, billing, payroll and regulatory compliance systems and financial reporting and accounting systems of the businesses we acquire into our business operations; (ii) the ability to realize the anticipated benefits from successful integration of the acquired businesses; (iii) increased indebtedness, contingent earn-out obligations and/or other liabilities including the assumption of liabilities of the acquired business for which there are inadequate reserves; (iv) the ability to fund cash flow shortages that may occur if anticipated revenue, profits and/or cash flows are not realized or are delayed, whether by general economic or market conditions, or other unforeseen difficulties; (v) the expense of integrating acquired businesses; (vi) the ability to retain or hire the personnel required for the successful operation of the acquired business and expanded business operations, in general; (vii) the assimilation of new workforce and the integration of business cultures; (viii) challenges in keeping existing customers and obtaining new customers; (ix) challenges in combining services offerings and sales and marketing activities; (x) the potential impairment of acquired goodwill and intangible assets; (xi) the inability to enforce covenants not to compete; (xii) training; (xiii) the ability to retain the business relationships of the acquired businesses; (xiv) diversion of management’s attention; (xv) managing a larger company than before the completion of an acquisition; and (xvi) the availability of funding sufficient to meet increased capital needs, among others.

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Acquired companies may have liabilities that we failed or were unable to discover in the course of performing due diligence reviews. We cannot assure you that the indemnifications granted to us by sellers of acquired companies will be sufficient in amount, scope or duration to fully offset potential liabilities associated with such acquired businesses. Additionally, purchase agreements for certain acquisitions may not contain indemnification provisions, which would fully expose us to legacy liabilities of the related acquired business. We may learn additional information about the businesses we have acquired that could materially adversely affect us, such as unknown or contingent liabilities, unprofitable projects, litigation-related liabilities and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We generally require that key management and former principals of the businesses we acquire enter into non-competition agreements in our favor. If we are unable, and the courts refuse to enforce the non-competition agreement entered into by such person or persons, we might be subject to increased competition. Failure to successfully manage the operational challenges and risks associated with, or resulting from, our acquisitions could adversely affect our results of operations, cash flows and liquidity.

We may pay for acquisitions or strategic investments with increased borrowings under our credit facility or through the issuance of debt instruments, which could result in higher levels of indebtedness and negatively affect our ability to service our debt within the scheduled repayment terms, or our ability to remain in compliance with our debt covenants. Additionally, from time to time, we may pay for acquisitions with shares of our common stock, which could dilute the ownership interests of our common stockholders. In addition, in connection with certain of our future acquisitions, we may agree to future earn-out arrangements. To the extent we defer payment of an acquisition’s purchase price through a cash earn-out arrangement, it will reduce our cash flows in subsequent periods. We may decide to pursue acquisitions with which our stockholders may not agree. In addition, we may not be able to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required consent of our lenders and therefore, may not be able to complete such acquisitions or strategic investments. We have incurred substantial expenses in connection with the integration of the operations, practices, policies and procedures of past acquisitions that required significant acquisition and integration efforts, which negatively affected our results of operations, cash flows and liquidity. Our results of operations and cash flows could be negatively affected in the future if we continue to acquire additional businesses requiring significant acquisition and integration efforts.

We may be exposed to a unionized workforce as a result of future acquisitions. Strikes or work stoppages caused by any unions have the potential to adversely affect our relationships with our customers and cause us to lose business. If we do become exposed to a unionized workforce in the future, we cannot assure you that agreements will be reached with such unions, or on desirable terms. Additionally, the labor unions may not be able to negotiate extensions or replacements on terms favorable to their members, or at all, or avoid strikes, lockouts or other labor actions that could affect their members. Any action against us relating to any unionized workforce we employ could have a material adverse effect on our business operations, financial results, liquidity and cash flows.

Risks Related to Indebtedness

As of December 31, 2025, we had $690.0 million of borrowings outstanding, excluding approximately $88.3 million of equipment loans. Our outstanding debt and debt service requirements could adversely affect our business, financial condition and results of operations or could affect our ability to access capital markets in the future. In addition, our debt contains restrictive covenants that may prevent us from engaging in transactions that might benefit us.

As of December 31, 2025, we had $690.0 million of borrowings outstanding, excluding approximately $88.3 million of equipment loans. Our outstanding debt and debt service requirements could have significant consequences on our future operations, including: making it more difficult for us to meet our debt-related payment and other obligations; an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which could result in all of our debt becoming immediately due and

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payable; reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments, and limiting our ability to obtain additional financing for these purposes; exposing us to interest rate risk on variable rate indebtedness, in particular, during periods of elevated interest rates; limiting our flexibility in planning for, or reacting to changes in our business, the industries in which we operate and the general economy; and placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

If our credit rating is downgraded, it could increase borrowing costs on our variable rate indebtedness, and/or increase the cost of renewing or obtaining new debt financing or make it more difficult to renew, obtain or issue new debt financing in the future.

The terms of our indebtedness contain customary events of default and covenants that prohibit us from taking certain actions without satisfying certain financial tests or obtaining the consent of the lenders. Should we be unable to comply with the terms and covenants of our indebtedness, including our credit facility, we would be required to obtain consents from our lenders, modify our credit facility or other debt instruments or secure another source of financing to continue to operate our business, none of which may be available to us on reasonable terms or at all. A default could also result in the acceleration of our obligations. In addition, these covenants may prevent us from engaging in transactions that benefit us, including responding to changing business and economic conditions or securing additional financing, if needed.

Any of these factors could have an adverse effect on our business, financial condition and results of operations. Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future, which can be subject to many factors, some of which are beyond our control. We cannot assure you that our business will generate future cash flow from operations, or that future borrowings will be available to us in an amount sufficient to enable us to meet our payment obligations and fund other liquidity needs. Our business is capital intensive, and if we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital, and some of these activities could have terms that are unfavorable or could be highly dilutive. Our ability to obtain additional financing or to refinance our existing indebtedness will depend on the capital markets and our financial condition at such time. Any of the above factors could adversely affect our results of operations, cash flows and liquidity.

Our level of indebtedness requires us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness and could adversely affect our financial flexibility and our competitive position.

Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our indebtedness could have other important consequences to you and significant effects on our business. For example, it could: require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; restrict us from exploiting business opportunities, make it more difficult to satisfy our financial obligations, including payments on our indebtedness; and limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

Our variable rate indebtedness subjects us to interest rate risk and could have a material adverse effect on us.

Borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even if the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Our weighted average interest rate on our variable rate debt

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during 2025 was 8.95%. The annual effect on our pre-tax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be approximately $3.5 million based on our December 31, 2025 balance of variable rate debt.

A downgrade in our debt rating could restrict our ability to access the capital markets.

The terms of our financings are, in part, dependent on the credit ratings assigned to our debt by independent credit rating agencies. We cannot provide assurance that our current credit rating will remain in effect for any given period of time or that it will not be lowered or withdrawn entirely by a rating agency. Factors that may impact our credit rating include, among other things, our debt levels and liquidity, capital structure, financial performance, future acquisitions or strategic investments, planned asset purchases or sales, near- and long-term growth opportunities, client base and market position, geographic diversity, regulatory environment, project performance and risk profile. A downgrade in our credit rating could limit our ability to access the debt capital markets or refinance our existing debt or cause us to refinance or issue debt with less favorable terms and conditions. An increase in the level of our indebtedness and related interest costs may increase our vulnerability to adverse general economic and industry conditions and may affect our ability to obtain additional financing, as well as have a material adverse impact on our business, financial condition and results of operations.

We may not have access in the future to sufficient capital on favorable terms or at all. We may require additional capital to pursue acquisitions, to fund capital expenditures, for working capital needs, or to respond to changing business conditions.

Our existing debt agreements include restrictions on our ability to incur additional debt at certain levels. In addition, if we seek to incur more debt, we may be required to agree to additional covenants that further limit our operational and financial flexibility. If we pursue additional debt or equity financings, we cannot be certain that such funding will be available on terms acceptable to us, or at all. Our inability to access additional capital could adversely affect our liquidity and may limit our growth and ability to execute our business strategy.

Risks Related to Legal, Compliance and Regulatory Matters

We are exposed to risks relating to occupational, health and safety matters and operate at project sites that involve a high degree of operational hazards and risks. In addition, we are subject to regulations including the U.S. Occupational Safety and Health Administration (“OSHA”), compliance for which can be costly. Failure by us or any of our business partners to maintain safe work sites and equipment or to comply with OSHA could have a material adverse impact on our business, financial condition and results of operations.

Our operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace, including those under state and local laws. While we have invested, and will continue to invest resources in our occupational, health, and safety programs, many of our businesses involve a high degree of operational hazards and risks, and there can be no assurance that we will avoid significant exposure to such hazards and risks. For example, the project sites at which we operate often put our workers and others in close proximity with mechanized equipment, moving vehicles, and utility infrastructure. These sites and conditions can create numerous safety risks, including but not limited to fall risks, electrocutions, fires, explosions, mechanical failures, transportation accidents and damage to equipment. These hazards and risks and any failure to implement effective safety procedures can cause, among other things, personal injury and loss of life, severe damage to or destruction of property and equipment and other consequential damages, and could lead to fines or penalties, suspension or cessation of operations, claims, costs to remediate occupational hazards, an increase in workforce turnover, insurance premiums, civil litigation or criminal liability. Any of the foregoing could have a material adverse impact on our business, financial condition and results of operations.

Furthermore, poor safety performance by us could also jeopardize our relationships with our customers, negatively impact the morale of our workers and harm our reputation. Our customers seek to minimize safety

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risks on their sites and frequently review the safety records of contractors during bidding processes. Accordingly, if our safety record were to substantially deteriorate over time, we might become ineligible to bid on certain work, and our customers could cancel our contracts and/or decline to award us future business. As a result, failure to maintain adequate safety standards, training and equipment by us, or any of our subcontractors could result in reduced profitability or the loss of projects or clients, and have a material adverse impact on our business, financial condition and results of operations.

In addition, we are subject to regulations promulgated by OSHA, which establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by applicable regulatory authorities and various recordkeeping, disclosure and procedural requirements. OSHA has and may continue to become more stringent over time. Changes to OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures or suspend, terminate or limit operations. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage our reputation and competitive position, impact our ability to maintain and secure new work with customers and have a material adverse effect on our business.

We have incurred, and we will continue to incur, capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state, local and foreign laws and regulations. While we have invested, and we will continue to invest, substantial resources in worker health and safety programs, there can be no assurance that we will avoid significant liability exposure. Personal injury claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows. In addition, if our safety record were to substantially deteriorate, or if we suffered substantial penalties or criminal prosecution for violation of health and safety regulations, business customers could cancel existing contracts and not award future business to us, which could materially and adversely affect our liquidity, cash flows and results of operations.

Project performance issues, including those caused by third parties, or certain contractual obligations may result in additional costs to us, reductions or delays in revenues or the payment of penalties, including liquidated damages.

Many projects involve challenging engineering, procurement and construction phases that may occur over several years. We may encounter difficulties that adversely affect our ability to complete the project in accordance with the original delivery schedule. These difficulties may be the result of delays: in designs; in engineering information or materials provided by the customer or a third party; in equipment and material delivery; due to schedule changes; from our customer’s failure to timely obtain permits, rights-of-way or to meet other regulatory requirements; due to weather-related issues; caused by difficult worksite environments; caused by inefficiencies and not achieving expected workforce performance and other factors, some of which are beyond our control; and due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric transmission lines, renewable energy projects, or other facilities.

Any delay or failure by suppliers or by workers in the completion of their portion of the project may result in delays in the overall progress of the project or may cause us to incur additional costs, or both. We may not be able to recover the costs we incur that are caused by delays. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, loss of revenue related to milestone achievement, and such amounts could reduce project profit. In extreme cases, the above-mentioned factors could cause project cancellations. Delays or cancellations may impact our reputation or relationships with customers and adversely affect our ability to secure new contracts. Larger projects present additional performance risks due to complexity of the work and duration of the project.

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Our customers may change or delay various elements of the project after its commencement. The design, engineering information, equipment or materials that are to be provided by the customer or other parties may be deficient or delivered later than required by the project schedule, resulting in additional direct or indirect costs. Under these circumstances, we generally negotiate with the customer with respect to the amount of additional time required and the compensation to be paid to us. We are subject to the risk that we may be unable to obtain, through negotiation, arbitration, litigation or otherwise, adequate amounts to compensate us for the additional work or expenses incurred by us due to change orders or failure by others to timely deliver items, such as engineering drawings or materials.

We have in the past brought, and may in the future bring, claims against our customers related to, among other things, the payment terms of our contracts and change orders relating to our contracts. These types of claims occur due to, among other things, customer-caused delays or changes in project scope, either of which may result in additional cost, which may not be recovered until the claim is resolved or at all. Additionally, if any of our customers do not proceed with the completion of projects or default on their payment obligations, or if we encounter disputes with our customers with respect to the adequacy of billing support, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred. In some instances, these claims can be the subject of lengthy legal proceedings, and it is difficult to accurately predict when or if they will be fully resolved. A failure to promptly recover on these types of claims in the future could have a negative impact on our business, financial condition, results of operations and cash flows. Additionally, any such claims may harm our future relationships with our customers and could negatively impact our brand.

Our failure to comply with various laws and regulations related to the construction and operation of utilities, employment licensing and the operation of our fleet of commercial motor vehicles could result in significant liabilities.

We are subject to a number of state and federal laws and regulations, including those related to the construction and operation of utilities, contractor licensing and the operation of our fleet of commercial motor vehicles. If we are not in compliance with these laws and regulations, we may be unable to perform services for our customers and may also be subject to fines, penalties, and the suspension or revocation of our licenses. Our failure to comply with these laws and regulations may affect our ability to operate and could require us to incur significant costs that adversely affect our results of operations.

Our business and our clients’ businesses are subject to a variety of federal, state and local laws and regulations, which could adversely affect our business, financial condition and results of operations.

Federal, state and local laws and regulations affecting our clients, including, among other things, environmental, health and safety, and permitting requirements, may have a material effect on our business. These regulations are complex and subject to change both in substance and interpretation, and often regulations across various industries and jurisdictions can differ or conflict, all of which can negatively impact our or our clients’ ability to efficiently operate. Furthermore, certain regulatory requirements applicable to our clients are also required of us when we contract with such clients, and our inability to meet those requirements could also result in decreased demand for our services. Increased and changing regulatory requirements applicable to us and our clients have resulted in, among other things, project delays for our services in the past, and may do so in the future, which can adversely affect our business, financial condition and results of operations. Changes in law, regulations or requirements, or a material failure to comply with any of them, could increase our costs and have other negative impacts on our business by, among other things, increasing costs, harming our reputation and, in some instances, causing us to be in violation of our contractual obligations.

Additionally, we collect and retain information about our customers, stockholders, vendors and personnel. Legislation and regulatory requirements, as well as contractual commitments, affect how we must store, use, handle, transmit, transfer and otherwise process the confidential and personal information of our customers, stockholders, vendors and personnel. These laws, as well as other new or changing legislative, regulatory or

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contractual requirements concerning data privacy and protection, could require us to expend significant additional compliance costs, and any failure to comply with such requirements can result in significant liability or harm to our reputation.

We may be subject to litigation, indemnity claims, and other disputes, which could result in significant liabilities and adversely impact our financial results.

From time to time, we are subject to lawsuits, arbitration proceedings, and other claims brought or threatened against us by various parties, including our customers. These actions and proceedings may involve claims for, among other things, compensation for personal injury, workers’ compensation, wage and hour violations, employment discrimination, harassment, retaliation, and other employment-related damages, breach of contract, property damage, liquidated damages, consequential damages, punitive damages, statutory damages, and civil penalties, other losses, or injunctive or declaratory relief. In addition, we may also be subject to class action lawsuits, including those alleging violations of the Fair Labor Standards Act, state and municipal wage and hour laws, and misclassification of independent contractors. We also indemnify our customers for claims arising out of or related to the services we provide and our actions or omissions under our contracts. In some instances, we may be allocated risk through our contract terms for the actions or omissions of our customers, workforce, or other third parties.

Due to the inherent uncertainties of litigation and other dispute resolution proceedings, we cannot accurately predict the ultimate outcome of these matters. The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify. Class action lawsuits may seek recovery of very large or indeterminate amounts. Accordingly, the magnitude of the potential loss may remain unknown for substantial periods of time. These proceedings could result in substantial costs and may require us to devote substantial resources to our defense. The ultimate resolution of any litigation or proceeding through settlement, mediation, or a judgment could have a material impact on our reputation and adversely affect our results of operations and financial position.

Climate change and related risks and environmental issues could have an adverse impact on our business. An earthquake, wildfire or other man-made or natural disaster or resource shortage could disrupt and harm our operations.

The effects of climate change may increase both the frequency and severity of extreme weather conditions and natural disasters, which may affect our business operations. The occurrence of extreme weather conditions or a man-made or natural disaster, including as a result of climate change, such as an earthquake, drought, hurricanes, freezing conditions, extreme heat, flood, hail, fire, water scarcity, damage to infrastructures, impacts to transportation systems or any critical resource shortages could cause a significant interruption in our or our customers’ business, damage or destroy our or our customers’ facilities or inventory or cause us to incur significant costs, any of which could harm our business, financial condition and results of operations. The activities of our third-party vendors and other suppliers, manufacturers, business partners and distributors may be similarly disrupted. Our business operations may face risks associated with “transition risks” such as risks related to the impact of climate-related legislation and regulation and risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy). Any insurance we maintain against such risks may not be adequate to cover losses in any particular case, and such insurance may become increasingly expensive or unavailable.

Our failure to comply with environmental and other laws and regulations could result in significant liabilities.

Our past, current and future operations are subject to numerous environmental and other laws and regulations governing our operations, including the use, transport and disposal of non-hazardous and hazardous substances and waste, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment, including asbestos and mercury, and

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workforce exposure to such hazardous substances and waste. We cannot predict future changes to environmental regulations and policies, nor can we predict the effects that any such changes would have on our business, but such effects could be significant.

Under the Comprehensive Environmental Response, Compensation and Liability Act, also known as the “Superfund” law, and comparable state laws and regulations, liabilities can be imposed for cleanup of previously owned or operated properties, or properties to which hazardous substances or waste were discharged by current or former operations at our facilities, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. The presence of contamination from such substances or waste could interfere with ongoing operations or adversely affect our ability to sell, lease or otherwise use our properties in ways such as collateral for possible financing. At times, our operations are conducted in close proximity to pipelines, underground storage tanks, or other equipment that may be used to transport or store hazardous substances. In the event that our operations cause a release of such substances, we could be subject to environmental compliance and/or remediation liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows. We could also be held liable for significant penalties and damages under certain other environmental laws and regulations, which could materially and adversely affect our business, financial condition, results of operations and cash flows. Generally, under our contracts we are responsible for any non-hazardous or hazardous substances and waste we bring on to a jobsite or that we generate secondary to the work we perform, which liabilities could arise from violations of environmental laws and regulations as a result of human error, equipment failure or other causes.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new permitting or cleanup requirements could require us to incur significant costs or become the basis for new or increased liabilities that could harm our business, financial condition, results of operations and cash flows. In certain instances, we have obtained indemnification or covenants from third parties (including our predecessor owners or lessors) for some or all of such cleanup and other obligations and liabilities. However, such third-party indemnities or covenants may not cover all of our costs, which could have a material adverse effect on our business, results of operations and cash flows.

Legislative and regulatory proposals to address greenhouse gas emissions could have an adverse effect on our business, financial condition and results of operations, and it is not possible at this time to predict how legislation or regulations adopted to address greenhouse gas emissions would impact our business in the future. Any of these actions could result in increased costs associated with our operations and impact the prices we charge our customers. If new regulations are adopted regulating greenhouse gas emissions from mobile sources such as cars and trucks, we could experience a significant increase in environmental compliance costs due to our large fleet. In addition, if our operations are perceived to result in high greenhouse gas emissions, our reputation could suffer.

We are also subject to laws and regulations protecting endangered species, artifacts and archaeological sites. Future changes to and enforcement of these laws and regulations could adversely impact our operations. We may incur work stoppages to avoid violating these laws and regulations, or we may risk fines or other sanctions for accidentally or willfully violating these laws and regulations. We are also subject to immigration laws and regulations, for which noncompliance by us or our workforce could materially and adversely affect our business, financial condition, results of operations and cash flows.

Increases in the costs of providing our workforce with medical benefits could adversely affect our financial results.

The costs of providing medical benefits to our workforce have steadily increased in recent years due to, among other things, rising healthcare costs and legislative requirements. Because of the complex nature of healthcare laws, as well as periodic healthcare reform legislation adopted by Congress, state legislatures, and

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municipalities, we cannot predict with certainty the future effect of these laws on our healthcare costs. Continued increases in healthcare costs or additional costs created by future health care reform laws adopted by Congress, state legislatures, or municipalities could adversely affect our results of operations and financial position.

Any actual or perceived failure to comply with new or existing laws, regulations, and other requirements relating to privacy, data protection, cybersecurity and consumer protection could adversely affect our business, financial condition and results of operations.

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”), including from and about actual and prospective customers, as well as our employees and business contacts. We are therefore subject to various federal, state and foreign laws and regulations governing the privacy, security, and processing of Personal Information. For example, the California Consumer Privacy Act, and other laws in other jurisdictions require us to adhere to certain disclosure restrictions and deletion obligations with respect to the Personal Information of their residents, and allow for penalties for violations and, in some cases, a private right of action. These laws also impose transparency and other obligations with respect to Personal Information of their respective residents and provide residents with similar rights with respect to their Personal Information. We have invested, and continue to invest, human and technology resources in our efforts to comply with such requirements that may be time-intensive and costly.

These laws, regulations, and other requirements, which include evolving privacy, data protection, cybersecurity and consumer protection requirements, continue to develop and may be subject to differing interpretations or inconsistent enforcement across jurisdictions. Changes in applicable laws or regulations, or the interpretation or application of existing requirements, may require us to modify our business practices, information technology systems or security controls, incur additional compliance costs, or limit the manner in which we collect, use or retain Personal Information. Any failure, or perceived failure, by us or by third-party service providers with whom we work to comply with applicable legal or regulatory obligations, contractual commitments, or our stated policies could result in regulatory inquiries, enforcement actions, fines, penalties, litigation, contractual liability or reputational harm. We could incur significant costs investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

We could be adversely affected by any violations of the U.S. FCPA, the U.K. Bribery Act and other foreign anti-bribery laws.

The U.S. Foreign Corrupt Practices Act of 1977, as amended (the “U.S. FCPA”) generally prohibits companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Other countries in which we operate also have anti-bribery laws, some of which prohibit improper payments to government and nongovernment persons and entities. Our policies mandate compliance with these anti-bribery laws. However, we currently operate in, and intend to further expand into, many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. In addition, due to the level of regulation in our industry, our entry into certain jurisdictions requires substantial government contact where norms can differ from U.S. standards. It is possible that our employees, subcontractors, agents and partners may take actions in violation of our policies and anti-bribery laws. Any such violation, even if prohibited by our policies, could subject us to criminal or civil penalties or other sanctions, which could have a material adverse effect on our business, financial condition, cash flows and reputation.

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If we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and requires attestations of the effectiveness of internal controls by independent auditors. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Evaluation by us of our internal controls over financial reporting may identify material weaknesses. The identification of a material weakness in our internal controls or the failure to remediate existing material weaknesses in our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. This could have a material adverse effect on our business, financial condition and results of operations and could also lead to a decline in the price of our Class A common stock.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following the first annual report we are required to file with the SEC. To comply with the requirements of being a public company, we will need to implement additional internal controls, reporting systems and procedures and hire additional accounting, finance and legal staff. For as long as we are an “emerging growth company” under the Securities Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. See “—As an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our Class A common stock less attractive to investors.” We could be an “emerging growth company” for up to five years. An independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Establishing these internal controls may also divert management’s attention.

Risks Related to Intellectual Property

If we fail to adequately protect our intellectual property or technology (including any later developed or acquired intellectual property or technology), our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our commercial success will depend in part on our ability to obtain and maintain appropriate intellectual property protection in the United States and foreign jurisdictions with respect to our proprietary technology and the proprietary technology and products we in-license from our partners. Our ability to successfully implement our business plan depends on our ability to build and maintain brand recognition using trademarks, service marks, trade dress and other intellectual property. While we have registered our material trademarks in many of our significant markets, we have not registered all of our marks in all of the jurisdictions in which we currently conduct or intend to conduct business. Further, if we seek to register these trademarks, we cannot be sure that our

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attempts will be successful. We may rely on trade secrets, trademark, patent and copyright laws and confidentiality and other agreements with employees and third parties, all of which offer only limited protection. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and subject to change at any time. The steps we have taken and the steps we will take to protect our proprietary rights may not be sufficient to prevent infringement, misappropriation, dilution or other violations of, or loss of rights in, our proprietary information or our intellectual property rights; prevent others from independently developing products or services similar to, or duplicative of, ours; prevent our competitors from gaining access to our proprietary information and technologies; or permit us to gain or maintain a competitive advantage. If our efforts to protect our intellectual property are unsuccessful or inadequate, or if any third party misappropriates or infringes on our intellectual property or successfully opposes or challenges our intellectual property applications, the value of our brands may be harmed, which could have a material adverse effect on our business. Protecting against unauthorized use of our trademarks and other intellectual property rights may be expensive, difficult and, in some cases, not possible. It may be difficult or impossible to detect third-party infringement or misappropriation of our intellectual property rights and proving any such infringement may be even more difficult. Furthermore, litigation to protect and enforce our intellectual property rights, regardless of merit, is inherently uncertain and our success cannot be assured. Any litigation could be lengthy and result in substantial costs and diversion of our resources and could have a material adverse effect on our business and results of operations, regardless of its outcome. If we are unsuccessful in enforcing our intellectual property rights, third parties may be able to offer competitive products and services at lower prices, and we may not be able to effectively compete against these companies. In addition, if any third-party copies or imitates our products or services in a manner that affects customer or consumer perception of the quality of our business, our reputation and sales could suffer whether or not these violate our intellectual property rights.

Third parties may claim in the future that we have infringed, misappropriated, diluted or otherwise violated their intellectual property rights. Former employers of our employees may also assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. There can be no assurance that we will obtain a favorable outcome in any resulting litigation or dispute. Further, certain agreements with customers contain provisions where we indemnify, subject to certain limitations, the counterparty for damages suffered as a result of claims related to intellectual property infringement based on our data or technology. Infringement claims covered by such indemnity provisions could be expensive to litigate and may result in significant settlement payments. Defending against any third-party claim could be time consuming, divert management’s attention from our business operations and could result in adverse judgments, settlements on unfavorable terms or substantial litigation costs, including any monetary damages and member or customer indemnification obligations that may result from such claims. As a result of such claims, we may be required to obtain licenses from third parties, develop alternative products or redesign our products. We cannot be sure that any such licenses would be available on terms acceptable to us, if at all. If we are unable to obtain licenses on terms acceptable to us, if at all, our ability to develop and sell products or services containing that intellectual property would be limited. We may be forced to acquire or develop alternative intellectual property, which we may be unable to do in a commercially feasible manner, or at all, which may require us to use alternative technology of lower quality or performance standards. If we are unable to develop or license alternative technology (or must spend significant amounts of money to do so), our business, cash flows, financial condition, results of operations or prospects could be materially adversely affected.

We also must rely on contractual provisions with the third parties that license intellectual property to us and that obligate these third parties to protect our rights in the intellectual property licensed to us. There is no guarantee that these third parties would be successful in attempting to protect our rights in any such licensed intellectual property. There is no assurance that competitors will not be able to design around current or future patents or other intellectual property or any intellectual property licensed to us.

The licenses we receive to such intellectual property rights may not provide exclusive or unrestricted rights in all fields of use and in all territories in which we may wish to develop or commercialize our products or services in the future and may restrict our rights to offer certain products or services in certain markets or impose

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other obligations on us in exchange for our rights to the licensed intellectual property. If we violate the terms of any of our license agreements, such as by failing to make specified royalty payments or failing to comply with quality control standards, a licensor may have the right to terminate our license. Even if we comply with all the terms of a license agreement, we cannot guarantee that we will be able to renew an agreement when it expires even if we desire to do so. The failure to maintain or renew our material license agreements could result in a loss of revenue and negatively impact our results of operations.

Risks Related to Our Organizational Structure

We will be a holding company and our principal asset after completion of the Transactions will be direct and indirect ownership of the LLC Interests and, accordingly, we will be dependent upon ITG Parent and its consolidated subsidiaries for our results of operations, cash flows and distributions.

Upon completion of the Transactions, we will be a holding company and will have no material assets other than direct and indirect ownership of the LLC Interests. As a holding company, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, including to satisfy our obligations under the Tax Receivable Agreement, or declare and pay dividends, if any, in the future, will depend upon the results of operations and cash flows of ITG Parent and its consolidated subsidiaries, including ITG OpCo, and distributions we receive from ITG Parent. Our subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions may not permit such distributions. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, without the prior consent of the Agent, any distributions we receive from ITG Parent may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose.

Though no assurances can be provided, we anticipate that ITG Parent will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income of ITG Parent will be allocated to holders of the LLC Interests. Accordingly, we and our subsidiaries will be required to pay income taxes on our allocable share of any net taxable income of ITG Parent allocated to us under the terms of the ITG Parent LLC Agreement. Under the terms of the ITG Parent LLC Agreement, ITG Parent will be required to make tax distributions to the holders of LLC Interests, including us, on a pro rata basis (unless certain exceptions apply) and without regard to any applicable basis adjustment from which we may benefit. In addition to tax payments, we will incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement, which we expect could be significant. The tax benefits we may realize as a result of our purchase of LLC Interests and any exchanges of LLC Interests, and the resulting amounts we are likely to pay out to the TRA Participants pursuant to the Tax Receivable Agreement depend on various factors and are difficult to quantify with any precision; however, we estimate that such payments may be substantial. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” Furthermore, our allocable share of ITG Parent’s net taxable income will increase over time as the Continuing Equity Owners redeem or exchange their LLC Interests for shares of Class A common stock or cash.

We intend (as the owner of its managing member) to cause ITG Parent to make cash distributions to the owners of LLC Interests, including us, in amounts sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them from ITG Parent and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. However, ITG Parent’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which ITG Parent or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering ITG Parent or its subsidiaries insolvent. If we do not have sufficient funds to pay our tax or other liabilities or to fund our operations (including, if applicable, because of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable

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Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds. In addition, if ITG Parent does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired (though we do not currently expect to declare or pay any dividends). See “—Risks Related to This Offering and Our Class A Common Stock,” “Dividend Policy,” “Certain Relationships and Related Party Transactions—ITG Parent LLC Agreement” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Conflicts of interest could arise between our stockholders and the Continuing Equity Owners, which may impede business decisions that could benefit our stockholders.

The Continuing Equity Owners, who, upon consummation of this offering, will be the only holders of LLC Interests other than us, have the right to consent to certain amendments to the ITG Parent LLC Agreement, as well as to certain other matters. The Continuing Equity Owners may exercise these consent rights in a manner that conflicts with the interests of our other stockholders. Circumstances may arise in the future when the interests of the Continuing Equity Owners conflict with the interests of our other stockholders, particularly in the context of acquisitions. As we control ITG Parent, we have certain obligations to the Continuing Equity Owners as holders of LLC Interests that may conflict with fiduciary duties our officers and directors owe to our stockholders. These conflicts may result in decisions that are not in the best interests of our stockholders.

We will be required to make payments under the Tax Receivable Agreement and the amounts of such payments could be significant.

In connection with the consummation of this offering, we will enter into the Tax Receivable Agreement with the TRA Participants. Under the Tax Receivable Agreement, we will be required to make cash payments to the TRA Participants equal to a percentage of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of certain tax attributes, including (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 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. We will be required to make payments to the TRA Participants under the Tax Receivable Agreement in respect of any tax year to the extent tax benefits are realized, or in certain circumstances deemed to be realized, in that tax year as a result of the specified circumstances (calculated using certain assumptions), even if all of the Continuing Equity Owners exchange or redeem their LLC Interests, and the payments under the Tax Receivable Agreement will not be conditioned upon continued ownership of our stock by the TRA Participants. The payment obligations under the Tax Receivable Agreement are obligations of ITG, Inc. and not of ITG Parent. There is no maximum term for the Tax Receivable Agreement.

We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Assuming there are no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and assuming all exchanges or redemptions would occur immediately after the initial public offering, based on the assumed initial public offering price of $20.50 per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we would be required to pay approximately $346.2 million over the fifteen-year period from the date of this offering. 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 differ based on, among other

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things: (i) the amount and timing of future exchanges or redemptions of the LLC Interests, as applicable, and the extent to which such exchanges or redemptions are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges or redemptions; (iii) the amount of Blocker tax attributes; (iv) the amount and timing of future income against which to offset the tax benefits; and (v) the tax rates then in effect. 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 would continue for more than fifteen years after all of the Continuing Equity Owners exchange or redeem all of their LLC Interests.

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. Furthermore, if we experience a change of control (as will be defined under the Tax Receivable Agreement), which we anticipate will include, among other things, certain mergers, asset sales, and other forms of business combinations, we expect that the Tax Receivable Agreement will obligate us to make an immediate payment, which may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Finally, because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement depends on the ability of ITG Parent to make distributions to us or to Intermediate. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.

In certain circumstances, ITG Parent will be required to make distributions to us and certain of the Continuing Equity Owners, and the distributions may be substantially in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement). To the extent we do not distribute such excess cash as dividends on our Class A common stock, certain of the Continuing Equity Owners receiving such distributions would benefit from any value attributable to such cash as a result of their ownership of shares of Class A common stock upon a redemption or exchange of their LLC Interests.

ITG Parent is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to its members, including us and certain of the Continuing Equity Owners. We intend to cause ITG Parent to make tax distributions quarterly to the holders of LLC Interests (including us), in each case on a pro rata basis based on ITG Parent’s net taxable income, and without regard to any applicable basis adjustment and based on an assumed tax rate (which is likely to be higher than the tax rate applicable to a corporate taxpayer). Funds used by ITG Parent to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, these tax distributions may be substantial and will likely exceed (as a percentage of ITG Parent’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. No adjustments to the exchange ratio of LLC Interests for shares of our Class A common stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent, as currently expected, we do not or cannot distribute such cash as dividends on our Class A common stock and instead, for example, hold such cash balances, this may result in shares of our

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Class A common stock increasing in value relative to the LLC Interests. The holders of LLC Interests may benefit from any value attributable to such cash balances if they receive shares of Class A common stock on redemption or exchange of their LLC Interests or if we acquire additional LLC Interests (whether from ITG Parent or from holders of LLC Interests) at a price based on the market price of our Class A common stock at the time. See “Dividend Policy.”

In certain cases, payments under the Tax Receivable Agreement to the TRA Participants may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

Under the Tax Receivable Agreement, if we exercise our right to terminate the Tax Receivable Agreement early, certain changes of control occur or we breach any of our material obligations under the Tax Receivable Agreement, our obligations under the Tax Receivable Agreement to make payments would be accelerated and based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

As a result of the foregoing, we could be required to make payments that are greater than 85% of the actual cash tax benefits that we realize in respect of the tax attributes subject to the Tax Receivable Agreement or that are prior to the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. Changes in law or changes in tax rates following the date of acceleration may also result in payments being made in excess of the future tax benefits, if any. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control or reducing the proceeds directly or indirectly attributable to the holders of our Class A common stock in connection with such transactions. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

Assuming that the market value of a share of Class A common stock were to be equal to an initial public offering price of $20.50 per share of Class A common stock (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) and a discount rate of 4.68%, we estimate that the aggregate amount of termination payments under the Tax Receivable Agreement would be approximately $244.9 million if we were to exercise its early termination right immediately following this offering.

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the tax attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.

Our ability to realize the tax benefits that we currently expect to be available as a result of the tax attributes covered by the Tax Receivable Agreement, the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax Receivable Agreement all depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. Additionally, if our actual taxable income were insufficient or there were additional adverse changes in applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows and stockholders’ equity could be negatively affected. See “Certain Relationships and Related Party Transactions —Tax Receivable Agreement.”

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We will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event that any purported tax benefits are subsequently disallowed by the IRS.

If the U.S. Internal Revenue Service (the “IRS”) or a state, local or foreign taxing authority challenges the tax attributes or tax positions that give rise to payments under the Tax Receivable Agreement and the tax savings that gave rise to such payments are subsequently deferred or disallowed, the recipients of payments under the Tax Receivable Agreement will not reimburse us for any payments we previously made to them. Moreover, such challenges by the IRS or a state, local or foreign taxing authority (and the determination of any excess payments under the Tax Receivable Agreement resulting therefrom) may take years to resolve. Any such disallowance would be factored into the determination of future payments under the Tax Receivable Agreement and may, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the basis adjustments, deductions and/or other tax benefits are disallowed, our payments under the Tax Receivable Agreement could exceed our actual tax savings, and we may not be able to recoup payments under the Tax Receivable Agreement that were calculated on the assumption that the disallowed tax savings were available, which could have a material adverse effect on our business, financial condition and results of operations.

The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of such tax attributes.

As a result of the Tax Receivable Agreement, interests of the Continuing Equity Owners may conflict with those of other holders of our Class A common stock.

Our organizational “Up-C” structure, including the Tax Receivable Agreement, may confer certain benefits upon certain of the Continuing Equity Owners that will not benefit the holders of our Class A common stock to the same extent. Certain of the Continuing Equity Owners may receive payments from us under the Tax Receivable Agreement upon any redemption or exchange of their LLC Interests, including in connection with a change of control transaction. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, without the prior consent of the Agent, any distributions we receive from ITG Parent may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose. As a result, the interests of such Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. For example, the Continuing Equity Owners could be entitled to a substantial termination payment under the Tax Receivable Agreement in connection with a change of control transaction which could impact their support for a change of control transaction and their view of the appropriateness of the consideration received for our Class A common stock. In addition, the structuring of future transactions may take into consideration tax or other considerations of such Continuing Equity Owners even in situations where no similar considerations are relevant to us. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and certain Continuing Equity Owners.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of equity-based compensation; costs related to intercompany restructurings; changes in tax laws, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state and local authorities. Outcomes from these audits could have an adverse effect on our results of operations and financial condition.

If ITG Parent were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and ITG Parent might be subject to potentially significant tax inefficiencies.

We intend to operate such that ITG Parent does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. A publicly traded partnership is generally taxable as a corporation for U.S. federal income tax purposes, unless 90% or more of such partnership’s gross income consists of certain passive-type qualifying income, such as interest, dividends and real property rents. Under certain circumstances, redemptions of LLC Interests pursuant to the redemption right, or other transfers of LLC Interests, could cause ITG Parent to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership. We generally intend to operate such that redemptions or other transfers of LLC Interests qualify for one or more such safe harbors or are otherwise restricted in a manner that is intended to prevent ITG Parent from becoming a publicly traded partnership for U.S. federal income tax purposes, though no assurances can be provided.

If ITG Parent were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for ITG Parent, including as a result of any inability to file a consolidated U.S. federal income tax return with ITG Parent.

Risks Related to This Offering and Our Class A Common Stock

The Continuing Equity Owners will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.

We are currently controlled, and after this offering is completed will continue to be controlled, by the Continuing Equity Owners. Upon completion of this offering, the Continuing Equity Owners will beneficially own 83.90% of the combined voting power of all of our outstanding common stock (or approximately 81.49% if the underwriters exercise in full their option to purchase additional shares to cover over-allotments). As long as the Continuing Equity Owners collectively own or control at least 40% of our outstanding voting power, they will have the ability to exercise substantial control and significant influence over our management and affairs and all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. See “Description of Capital Stock.” The concentration of voting power limits your ability to influence corporate matters, and as a result, we may take actions that you do not view as beneficial. As a result, the market price of our Class A common stock could be adversely affected. Even if their collective ownership falls below 40%, the Continuing Equity Owners will continue to be able to strongly influence or effectively control our decisions.

In addition, in connection with this offering, we intend to enter into the Stockholders Agreement with the Continuing Equity Owners, which, among other matters, will provide that the Continuing Equity Owners and their affiliates will be entitled to nominate up to six directors for election to our board of directors depending on the amount of outstanding equity securities of the Company held by them. Pursuant to the Stockholders Agreement, so long as the Oaktree Group beneficially owns shares of voting stock representing at least 5% of the voting power of the then-outstanding voting stock of the Company, the Oaktree Group will continue to have director nomination rights and the ability to receive access to insider information. For more information, see “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

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If the Continuing Equity Owners do not dispose of their remaining equity interest in our company, or if the Continuing Equity Owners purchase shares of our Class A common stock in the open market following the completion of this offering, the Continuing Equity Owners could remain our controlling stockholder for an extended period of time or indefinitely. Even if the Continuing Equity Owners were to beneficially own less than 40% of the total voting power of our outstanding shares of common stock, Continuing Equity Owners may be able to influence the outcome of corporate actions requiring stockholder approval for as long as they own a significant portion of our common stock. Additionally, the interests of the Continuing Equity Owners may not align with the interests of our other stockholders. The Continuing Equity Owners and their affiliates (including Oaktree) may, in the ordinary course of their respective businesses, acquire and hold interests in businesses that compete directly or indirectly with us. The Continuing Equity Owners and their affiliates (including Oaktree) each may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Following the offering, we will be classified as a “controlled company,” and as a result, we will qualify for, but do not intend to rely on, exemptions from certain corporate governance requirements. In the event that we elect to rely on these exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements. In addition, the Continuing Equity Owners’ interests may conflict with our interests and the interests of other stockholders.

After the closing of this offering, the Continuing Equity Owners will continue to control a majority of our voting power.

As a result, we will be a “controlled company” within the meaning of the applicable stock exchange corporate governance standards. Under the rules of Nasdaq, a company of which more than 50% of the outstanding voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain stock exchange corporate governance requirements, including:

We do not intend to rely on these exemptions immediately following this offering. However, for so long as we qualify as a “controlled company,” we will maintain the option to utilize some or all of these exemptions. If we utilize these exemptions, we may not have a majority of independent directors, our nominating and corporate governance and compensation functions may not be decided solely by independent directors, and such committees may not be subject to annual performance evaluations. Accordingly, in the event we elect to rely on these exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to all of the stock exchange corporate governance requirements.

The interests of the Continuing Equity Owners and their affiliates (including Oaktree) could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership beneficially held by Oaktree or the Continuing Equity Owners could delay, defer or prevent a change of control of our Company or impede a merger, takeover or other business combination, which may otherwise be favorable for us and our other stockholders. Additionally, Oaktree is in the business of making investments in companies and Oaktree or the Continuing Equity Owners may, from time to time, acquire and hold interests in businesses that compete, directly or indirectly, with us. Oaktree or the Continuing Equity Owners may also pursue

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acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Oaktree or the Continuing Equity Owners continue to directly or indirectly own a significant amount of our common stock, even if such amount is less than a majority thereof, Oaktree or the Continuing Equity Owners will continue to be able to substantially influence or effectively control our ability to enter into corporate transactions.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing requirements of Nasdaq, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Although we have already hired additional employees in preparation for these heightened requirements, we may need to hire more employees in the future, which would increase our costs and expenses.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance and we may have to choose between reduced coverage or substantially higher costs to obtain coverage. These factors could make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee and compensation committee.

We cannot be certain that an active trading market for our Class A common stock will develop or be sustained following the completion of this offering.

Prior to the completion of this offering, there has not been a public market for our Class A common stock. Although we have applied to list our Class A common stock on Nasdaq, we cannot predict whether an active public market for our Class A common stock will develop or be sustained after this offering. If an active and liquid trading market does not develop, you may have difficulty selling or may not be able to sell any of the shares of our Class A common stock that you purchase.

An inactive trading market could also impair our ability to raise capital by selling shares of our Class A common stock, our ability to attract and motivate our employees through equity incentive awards and our ability to acquire businesses, brands, assets or technologies by using shares of our Class A common stock as consideration. Furthermore, the liquidity of the market for shares of our Class A common stock may be constrained for as long as the Continuing Equity Owners continue to own a significant portion of our common stock.

We cannot assure you that the price of our Class A common stock will not decline or not be subject to significant volatility after this offering.

We cannot predict the prices at which our shares of Class A common stock will trade after the completion of this offering. The market price of our Class A common stock could be subject to significant fluctuations after this offering. The price of our stock may change in response to fluctuations in our results of operations in future periods and also may change in response to other factors, including factors specific to companies in our industry, many of which are beyond our control. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. Among other factors that could affect our stock price are:

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Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

We cannot assure you that you will be able to resell any of your shares of our Class A common stock at or above the initial public offering price. The initial public offering price will be determined by negotiations between us, the selling stockholder and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market, if a trading market develops, after this offering. If the market price of our Class A common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment and may lose some or all of your investment.

We cannot predict the effect our dual class structure may have on the trading market for our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or other adverse consequences. For example, certain index providers have announced

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restrictions on including companies with multiple-class share structures in certain of their indexes. FTSE Russell has announced changes to its eligibility criteria for inclusion of shares of public companies on certain indices, including the Russell 2000. These changes exclude companies with multiple classes of shares of common stock or ordinary shares from being added to these indices. Furthermore, we cannot assure you that other stock indices will not take a similar approach to FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors, and as a result, the market price of our Class A common stock could be adversely affected.

The Continuing Equity Owners have the right to have their LLC Interests exchanged for cash or shares of Class A common stock at the election of the Company and any disclosure of such exchange or the subsequent sale (or any disclosure of an intent to enter into such an exchange or subsequent sale) of such shares of Class A common stock may cause volatility in our stock price.

Immediately following the Transactions, we will have an aggregate of 75,368,148 shares of Class A common stock that are issuable upon exchange of LLC Interests that are held by the Continuing Equity Owners. Under the ITG Parent LLC Agreement, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, including lockup agreements with the underwriters or the market standoff provisions of the ITG Parent LLC Agreement, the Continuing Equity Owners will be entitled to have their LLC Interests exchanged for cash or shares of our Class A common stock at the election of the Company.

We cannot predict the timing, size, or disclosure of any future issuances of our Class A common stock resulting from the exchange of LLC Interests or the effect, if any, that future issuances, disclosure, if any, or sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

If you purchase shares of our Class A common stock sold in this offering, you will incur immediate and substantial dilution.

If you purchase shares of our Class A common stock in this offering, you will incur immediate and substantial dilution in the amount of $20.69 per share because the initial public offering price will be substantially higher than the pro forma net tangible book value per share of our outstanding Class A common stock. This dilution would result because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. In addition, you may also experience additional dilution upon future equity issuances, the exercise of stock options to purchase Class A common stock granted to our employees and directors under our stock option and equity incentive plans or the exercise of warrants to purchase common stock. See “Dilution.”

As an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the Securities Act, as modified by the JOBS Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute compensation not previously approved. We have in this prospectus utilized, and we may in future filings with the SEC continue to utilize, the modified disclosure requirements available to emerging growth companies. As a result, our stockholders may not have access to certain information they may deem important.

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Following this offering, we could remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year during which we had total annual gross revenues of at least $1.235 billion (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer,” as defined under the Exchange Act.

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our Class A common stock price may be more volatile.

A credit ratings downgrade or other negative action by a credit rating organization could adversely affect the trading price of the shares of our Class A common stock.

Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations could lead to a ratings downgrade for us or our subsidiaries. Any such fluctuation in our or our subsidiaries’ ratings may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock.

We do not intend to pay any cash distributions or dividends on our Class A common stock in the foreseeable future.

We have never declared or paid any distributions or dividends on our Class A common stock. We currently intend to retain any future earnings and do not expect to pay any cash distributions or dividends in the foreseeable future. Any future determination to declare cash distributions or dividends will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, without the prior consent of the Agent, any distributions we receive from ITG Parent may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose. As a result, capital appreciation in the price of our Class A common stock, if any, may be your only source of gain on an investment in our Class A common stock. See “Dividend Policy.”

The price of our Class A common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.

The trading of our Class A common stock is likely to be influenced by the reports and research that industry or securities analysts publish about us, our business, our market or our competitors. We do not currently have and may never obtain research coverage by securities or industry analysts. If no securities or industry analysts commence coverage of our Company, the trading price for our Class A common stock would be negatively affected. If we obtain securities or industry analyst coverage but one or more analysts downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more securities or industry analysts cease to cover the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

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Future sales of our Class A common stock, or the perception that such sales may occur, could depress our Class A common stock price.

Sales of a substantial number of shares of our Class A common stock in the public market following this offering, or the perception that such sales may occur, could depress the market price of our Class A common stock. Our executive officers and directors and certain of our equity holders have agreed with the underwriters not to offer, sell, dispose of or hedge any shares of our Class A common stock or any options or warrants to purchase any shares of our Class A common stock, or securities convertible into, exchangeable for, or that represent the right to receive, shares of our Class A common stock, subject to specified limited exceptions described elsewhere in this prospectus, during the period ending 180 days after the date of the final prospectus, except with the prior written consent of certain representatives of the underwriters. Our certificate of incorporation, as expected to be in effect upon the completion of this offering, will authorize us to issue up to 1,000,000,000 of our authorized shares of Class A common stock, of which 45,862,242 shares of Class A common stock, or 48,030,877 shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock, will be outstanding and 75,368,148 shares of Class A common stock, or 73,199,513 shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock, will be available upon the exchange of outstanding LLC Interests. All shares of our Class A common stock will be subject to the lockup agreements or market standoff provisions described under “Shares Eligible for Future Sale.” Shares of our Class A common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Any two underwriters out of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and UBS Securities LLC may at any time release all or any portion of the shares of Class A common stock subject to the lockup. See “Underwriting (Conflicts of Interest).”

Upon the completion of this offering, the holders of an aggregate of 45,862,242 shares of our Class A common stock, based on shares of Class A common stock outstanding as of the date of effectiveness of this registration statement, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. In addition, immediately following this offering, we intend to file a registration statement registering under the Securities Act the shares of Class A common stock reserved for issuance under the Incentive Plan. See “Shares Eligible for Future Sale” for a more detailed description of the shares that will be available for future sales upon completion of this offering. Sales of our Class A common stock pursuant to these registration rights or this registration statement may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of our Class A common stock.

Provisions in our certificate of incorporation and bylaws, to be adopted upon the consummation of this offering, may have the effect of delaying or preventing a change of control or changes in our management.

Our certificate of incorporation and bylaws will contain provisions that could depress the trading price of our Class A common stock by discouraging, delaying or preventing a change of control of our Company or changes in our management that the stockholders of our Company may believe advantageous. These provisions include:

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In addition, we are not governed by the provisions of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder becomes an “interested” stockholder. For a description of our capital stock, see “Description of Capital Stock.”

In addition, our certificate of incorporation will provide that the federal district court for Delaware will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.

Our certificate of incorporation will also provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder or employee of the Company to the Company or the Company’s stockholders, creditors or other constituents, or a claim of aiding and abetting any such breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our certificate of incorporation or our bylaws; any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; any action asserting a claim against us that is governed by the internal affairs doctrine; or any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court finds the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of

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the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternate forum, the federal district court for the District of Delaware will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws. We note that there is uncertainty as to whether a court would enforce the choice of forum provision with respect to claims under the federal securities laws, and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections captioned “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Important risks and uncertainties that could cause actual results to differ materially from our expectations include risks related to:

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Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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USE OF PROCEEDS

We estimate, based upon an assumed initial public offering price of $20.50 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $361.0 million (or $417.4 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock to cover over-allotments), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. For more information, see “Underwriting (Conflicts of Interest).”

ITG, Inc. intends to contribute the net proceeds from this offering to Intermediate, and Intermediate intends to use such net proceeds to purchase up to 19,512,196 LLC Interests from ITG Parent. ITG Parent intends to use the net proceeds it receives from the sale of LLC Interests to Intermediate to repay approximately $120.0 million in aggregate principal amount of borrowings currently outstanding under the Revolving Credit Facility and approximately $241.0 million in aggregate principal amount of borrowings outstanding under the Term Loan Facility and, to the extent of any remaining net proceeds, for general corporate purposes to support the growth of the business.

As of March 31, 2026, ITG OpCo had borrowed approximately $655.9 million under the Term Loan Facility and approximately $63.0 million under the Revolving Credit Facility. Borrowings under the Term Loan Facility bear interest, as elected by ITG OpCo, at: (a) a rate per annum equal to Term SOFR (as defined in the Credit Agreement (as defined below)) plus a margin of 4.75% or (b) the Base Rate (as defined in the Credit Agreement) plus a margin of 3.75%. Borrowings under the Revolving Credit Facility bear interest, as elected by ITG OpCo, at: (a) a rate per annum equal to Term SOFR plus a margin of 4.50% or (b) the Base Rate plus a margin of 3.50%. The Term Loan Facility was incurred on July 9, 2025 and proceeds therefrom were used to repay all amounts outstanding under ITG OpCo’s prior credit facility, to issue a special distribution of $226.1 million to members of ITG Parent in 2025, as described in the section entitled “Dividend Policy,” to pay fees, expenses and similar transaction costs incurred in connection with the foregoing and for working capital, capital expenditures and other general corporate purposes. The First Amendment Upsize (as defined below) to the Term Loan Facility was incurred on August 29, 2025 and proceeds therefrom were used to finance the acquisition of Tilson (as defined below), to pay fees, expenses and similar transaction costs incurred in connection with the foregoing and for working capital, capital expenditures and other general corporate purposes. The Second Amendment Term Upsize (as defined below) to the Term Loan Facility was incurred on December 30, 2025 and the proceeds therefrom were used to pay amounts outstanding under the Revolving Credit Facility at the time, to pay fees, expenses and similar transaction costs incurred in connection with the foregoing and for working capital, capital expenditures and other general corporate purposes. The Term Loan Facility and Revolving Credit Facility mature on July 9, 2031 and July 9, 2030, respectively.

In the event that the underwriters exercise their option to purchase additional shares of Class A common stock to cover over-allotments, ITG, Inc. will use the net proceeds it receives from such sale to purchase up to 2,168,635 LLC Interests directly from ITG Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions. ITG Parent will use the net proceeds it receives from the sale of LLC Interests directly to ITG, Inc. to redeem up to 2,168,635 LLC Interests from certain of the Continuing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less applicable underwriting discounts and commissions (and ITG, Inc. will cancel a corresponding number of shares of Class B common stock held by the Continuing Equity Owners).

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the net proceeds of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will have broad discretion in applying the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

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We will not receive any proceeds from the sale of our Class A common stock by the selling stockholder. We will, however, bear the costs associated with the sale of shares of Class A common stock by the selling stockholder, other than underwriting discounts and commissions. For more information, see “Principal and Selling Stockholder” and “Underwriting (Conflicts of Interest).” ITG Parent will bear or reimburse ITG, Inc. for all of the expenses incurred in connection with the Transactions, including this offering.

Assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock to cover over-allotments, each $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately $18.3 million and the net proceeds received by ITG Parent from the sale of LLC Interests to Intermediate by $18.3 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock to cover over-allotments, each 1,000,000 share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $19.3 million and, in turn, the net proceeds received by ITG Parent from the sale of LLC Interests to Intermediate by $19.3 million, assuming that the price per share for the offering remains at $20.50 (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

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ORGANIZATIONAL STRUCTURE

ITG, Inc., a Delaware corporation, was incorporated on January 15, 2026 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through ITG Parent and its direct and indirect subsidiaries, and the Continuing Equity Owners or their affiliates are the only owners of ITG Parent. We will consummate the Transactions, excluding this offering, substantially concurrently with or prior to the consummation of this offering.

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure in order to implement an “Up-C” structure. The Up-C structure can provide tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the limited liability company in the initial public offering. In particular, the Up-C structure will allow certain of the Continuing Equity Owners to retain their equity ownership in ITG Parent and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold their equity ownership in ITG, Inc., a Delaware corporation, that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the tax benefits to such Continuing Equity Owners associated with this structure is that future taxable income of ITG Parent that is allocated to such Continuing Equity Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the ITG Parent entity level. Additionally, because such Continuing Equity Owners may cause their LLC Interests to be redeemed by ITG Parent (or at our option, directly exchanged by ITG, Inc.) for, at our election, either cash or newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications), the Up-C structure also provides such Continuing Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Interests, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Owners will automatically be transferred to us for no consideration and be cancelled. In addition, Continuing Equity Owners and ITG, Inc. also each expect to benefit from the Up-C structure as a result of certain tax benefits arising from redemptions or exchanges of such Continuing Equity Owners’ LLC Interests for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” See “Risk Factors—Risks Related to Our Organizational Structure.” In general, the TRA Participants expect to receive payments under the Tax Receivable Agreement of 85% of the amount of certain tax benefits, as described below, and we expect to benefit from amounts equal to 15% of certain tax benefits, if any, that we may actually realize as described below. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial. As a result, the interests of the Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. See “Risk Factors-Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions-Tax Receivable Agreement.”

Existing Organization

ITG Parent is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to any U.S. federal entity-level income taxes. Taxable income or loss of ITG Parent is included in the U.S. federal income tax returns of ITG Parent’s members.

Transactions

Prior to the consummation of the Transactions, we expect that there will initially be one holder of common stock of ITG, Inc. We will consummate the following organizational transactions in connection with this offering:

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Organizational Structure Following the Transactions

Immediately following the consummation of the Transactions (including this offering):

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The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

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As the owner of the sole managing member of ITG Parent, we will operate and control all of the business and affairs of ITG Parent and, through ITG Parent and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, ITG, Inc. will have the majority economic interest in ITG Parent and will control the management of ITG Parent as the owner of its sole managing member. As a result, ITG, Inc. will consolidate ITG Parent and record a significant noncontrolling interest in a consolidated entity in ITG, Inc.’s consolidated financial statements for the economic interest in ITG Parent held by the Continuing Equity Owners.

Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $20.50 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus).

Pursuant to the terms of the existing limited liability company agreement of ITG Parent, the split between the number of LLC Interests among the Continuing Equity Owners will vary depending on the initial public offering price in this offering. The initial public offering price will also impact the relative allocation of LLC Interests issued in the Transactions among the Continuing Equity Owners and, in turn, the shares of Class A common stock and Class B common stock issued to the Continuing Equity Owners in the Transactions. Additionally, while the number of shares of Class A common stock being offered hereby to the public will not change, any increase or decrease in the number of shares of Class A common stock sold by ITG, Inc. in this offering due to a change in the initial public offering price will result in a corresponding increase or decrease in the number of LLC Interests purchased by ITG, Inc. from ITG Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions. Therefore, the indirect economic interest in ITG Parent represented by the shares of Class A common stock sold in this offering will be largely unaffected by the initial public offering price.

Incorporation of ITG, Inc.

ITG, Inc., the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on January 15, 2026. ITG, Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions. The amended and restated certificate of incorporation of ITG, Inc. that will become effective immediately prior to the consummation of this offering will, among other things, authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Reclassification and Amendment and Restatement of the ITG Parent LLC Agreement

In connection with the Transactions, Blocker, Oaktree Aggregator and Management Holdings will enter into the ITG Parent LLC Agreement, which will become effective prior to or substantially concurrently with the consummation of this offering to, among other things, recapitalize its capital structure by creating a single new class of units that we refer to as “common units” and provide for a right of redemption of common units in exchange for, at our election (determined solely by a majority of our directors who are disinterested), shares of our Class A common stock or cash. See “Certain Relationships and Related Party Transactions—ITG Parent LLC Agreement.”

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DIVIDEND POLICY

We did not declare any dividends in 2024. In 2025, we made one special distribution of $226.1 million to members of ITG Parent. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness, and therefore we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Our ability to pay dividends may be restricted by the terms of the Credit Agreement and any future credit agreement or any of our or our subsidiaries’ future debt or preferred equity securities. See “Description of Capital Stock,” “Description of Certain Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Following the consummation of this offering and the application of proceeds therefrom, ITG, Inc. will be a holding company, and ITG, Inc.’s principal asset will be direct and indirect ownership of LLC Interests. If we decide to pay a dividend in the future, we will need to cause ITG Parent to make distributions to us in an amount sufficient to cover such dividend. However, because we must pay taxes, make payments under the Tax Receivable Agreement and pay our expenses, amounts ultimately distributed as dividends to holders of Class A common stock are expected to be less than the amounts distributed by ITG Parent to the other holders of LLC Interests on a per share basis. If ITG Parent makes such distributions to us, the other holders of LLC Interests will be entitled to receive pro rata distributions. See “Risk Factors—Risks Related to Our Organizational Structure—We will be a holding company and our principal asset after completion of the Transactions will be direct and indirect ownership of the LLC Interests, and, accordingly, we will be dependent upon ITG Parent and its consolidated subsidiaries for our results of operations, cash flows and distributions” and “Certain Relationships and Related Party Transactions.”

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness and subject to the other factors described in this “Dividend Policy.” Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, applicable Delaware law and other factors that our board of directors may deem relevant.

Accordingly, you may need to sell your shares of our Class A common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to This Offering and Our Class A Common Stock—We do not intend to pay any cash distributions or dividends on our Class A common stock in the foreseeable future.”

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CAPITALIZATION

The following table sets forth our cash and restricted cash and capitalization as of March 31, 2026, as follows:

For more information, please see “Organizational Structure,” “Use of Proceeds” and “Unaudited Pro Forma Consolidated Financial Information” included elsewhere in this prospectus. You should read this information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.