ITG, Inc.
ITG · Nasdaq Global Select Market · Industrials
- Expected pricing
- Jun 26, 2026
- Price range
- $19.00 – $22.00
- Shares offered
- 19.5M
- Filing
- S-1/A · Jun 26, 2026
Founders & leadership
Background and track record, from the Management section.
- Andrew D. ParrottChief Executive Officer and Director
Has served as director since April 2022 and CEO since April 2026. Over 30 years of industry experience building and operating broadband networks; previously held leadership roles at Mega Broadband Investments and Vyve Broadband.
Source
“Mr. Andrew D. Parrott has served as a director since April 2022 and as Chief Executive Officer since April 2026. Mr. Parrott has more than 30 years of industry experience building and operating broadband networks and companies.”
High confidenceView in filing → - Christopher H. MecrayChief Financial Officer
Has served as CFO since April 2026. Previously VP of Investor Relations at MasTec, DuPont de Nemours, and Axalta Coating Systems; fund management roles at BlackRock; equity analyst at Deutsche Bank and predecessors.
Source
“Mr. Christopher H. Mecray has served as Chief Financial Officer since April 2026. Previously, Mr. Mecray served as Vice President of Investor Relations for MasTec, Inc. from April 2025 to April 2026 and as Vice President of Investor Relations for DuPont de Nemours, Inc. from March 2022 to March 2025.”
High confidenceView in filing → - Michael G. BrooksFounder and Executive Chairman and Director
Founder of the company; served as CEO from January 2014 to April 2026 and as Executive Chairman since April 2026. Has a 28-year history in the cable industry; previously President of FTS USA and CEO and President of Helm CATV Services.
Source
“Mr. Michael G. Brooks is our Founder and has served as a director since January 2014. Mr. Brooks served as our Chief Executive Officer from January 2014 to April 2026 and has served as our Executive Chairman since April 2026.”
High confidenceView in filing → - Peter A. GiacaloneFounder and Director
Founder of the company; served as Executive Chairman from January 2014 until retirement in April 2026. Previously Executive Chairman and President of UniTek Global Services, President and CEO of 180 Connect Inc., EVP at DIRECTV, and VP of Finance at The News Corporation Limited.
Source
“Mr. Peter A. Giacalone is our Founder and has served as a director since January 2014. Mr. Giacalone served as our Executive Chairman from January 2014 until his retirement in April 2026 and was responsible for the overall strategic vision of the Company.”
High confidenceView in filing → - William G. LaPerchDirector
Has served as director since September 2022. Over 30 years of executive experience in telecommunications and technology; principal of LaPerch Consulting since 2012; previously President, CEO and board member of AboveNet; held roles at Metromedia Fiber Network and MCI Worldcom.
Source
“Mr. William G. LaPerch has served as a director since September 2022. Mr. LaPerch has more than 30 years of executive experience in the telecommunications and technology sectors, with operational and network management depth across fiber, metro networks and data services.”
High confidenceView in filing → - Francis A. Braun IIIDirector Nominee
Will serve as director upon completion of offering. Approximately 40 years of public accounting experience with Arthur Andersen, Deloitte & Touche, and Grant Thornton; previously consultant to Kohlberg Kravis Roberts and Partner at Grant Thornton.
Source
“Mr. Francis A. Braun III will serve as a director upon completion of this offering. Mr. Braun has approximately 40 years of diversified experience in public accounting serving public and private companies, including during his time with Arthur Andersen LLP, Deloitte & Touche LLP and Grant Thornton LLP.”
High confidenceView in filing → - James S. LeeLead Independent Director
Has served as director since December 2021. Managing Director and Assistant Portfolio Manager at Oaktree Capital's Power Opportunities strategy since 2009; began career at Merrill Lynch in investment banking.
Source
“Mr. James S. Lee has served as a director since December 2021 and is a Managing Director and Assistant Portfolio Manager in Oaktree Capital's Power Opportunities investment strategy.”
High confidenceView in filing → - Nicholas G. PapadakisDirector
Has served as director since December 2021. Senior Vice President at Oaktree Capital's Power Opportunities strategy since April 2020; previously VP at SoftBank Vision Fund and associate at Marlin Equity Partners; began career in investment banking at J.P. Morgan and Wells Fargo Securities.
Source
“Mr. Nicholas G. Papadakis has served as a director since December 2021 and is a Senior Vice President in Oaktree Capital's Power Opportunities investment strategy.”
High confidenceView in filing → - Dylan G. PetreDirector Nominee
Will serve as director upon completion of offering. Vice President at Oaktree Capital's Power Opportunities strategy since February 2021; previously associate at Industrial Growth Partners; began career at Robert W. Baird in investment banking.
Source
“Mr. Dylan G. Petre will serve as a director upon completion of this offering and is a Vice President in Oaktree Capital's Power Opportunities investment strategy.”
High confidenceView in filing → - Robert L. WuDirector
Has served as director since December 2021. Senior Vice President at Oaktree Capital's Power Opportunities strategy since March 2020; previously at Flexis Capital and Quadrangle Group; began career at Bear, Stearns & Co.
Source
“Mr. Robert L. Wu has served as a director since December 2021 and is a Senior Vice President in Oaktree Capital's Power Opportunities investment strategy.”
High confidenceView in filing →
What the company does
The problem it solves and how it differentiates.
ITG (Infrastructure Technologies Group) provides end-to-end engineering, construction, and maintenance services for broadband, fiber, wireless, data center, and other utility infrastructure across the United States. It operates through two service lines: Engineering & Maintenance (recurring network operations, maintenance, and upgrades) and Infrastructure Deployment (large-scale fiber and network construction). The company differentiates through national scale across 49 states, a proprietary technology platform (FUSE360), long-term master service agreements with ~100% historical renewal rates, and an integrated lifecycle model where new infrastructure deployments generate recurring E&M revenue.
Source
“We deliver technology-enabled, end-to-end services supporting the planning, design, construction, operation, maintenance and expansion of the broadband networks that have become critical infrastructure and essential to modern life and economic activity.”
Market & competition
The market it plays in and who it competes with.
ITG Communications operates in the digital and other utility infrastructure services market in the United States, providing engineering, maintenance, and construction services for broadband networks, fiber, wireless, data centers, and utilities. Annual investment in outsourced engineering and construction services for digital and other utility infrastructure grew from approximately $14.8 billion in 2022 to approximately $26.9 billion in 2025, and is forecasted to reach approximately $33.2 billion in 2029.
Source
“Annual investment in the United States in outsourced engineering and construction services for digital and other utility infrastructure increased from approximately $14.8 billion in 2022 to approximately $26.9 billion in 2025, and is forecasted to grow to approximately $33.2 billion in 2029, according to the Altman Solon Report.”
Financials
Revenue, profitability, and cash, from the financial statements.
- Cash & equivalents
- $1.6M (as of March 31, 2026)
- Burn rate
- $12.3M operating cash flow (Year ended December 31, 2025)
Source
“Cash and cash equivalents $ 1,626”
Source
“Net cash provided by operating activities 12,292”
Statement-derived (Year ended December 31, 2025; figures in thousands).
The offering
Use of proceeds, pricing, and dilution to new investors.
- repay a portion of the outstanding borrowings under the Credit Agreement
- general corporate purposes
- Offering price / share
- $20.50
- Dilution / share
- $20.69
- NTBV / share (adj.)
- -$0.19
- Shares out (after)
- 121,230,390
Source
“Assumed initial public offering price per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) $20.50”
Source
“Dilution in net tangible book value per share to new investors in this offering $20.69”
Source
“Pro forma as adjusted net tangible book value per share, after this offering (0.19)”
Source
“Total 121,230,390 100% 560,000,018 100% $ 4.62”
Source
“the use of a portion of the proceeds by ITG Parent (from the sale of LLC Interests to Intermediate using the proceeds of this offering) to repay a portion of the outstanding borrowings under the Credit Agreement as described in "Use of Proceeds."”
Control & governance
Share classes, founder voting control, board, and insider conflicts — the founder-control signals.
One vote per share across all classes — no super-voting.
Founders hold 19% economic · 19% voting
Offering is all primary (company-raising) — no insider selling disclosed.
9 directors · Chair is separate from the CEO
- Redemption of LLC Interests from Continuing Equity Owners (over-allotment)
If underwriters exercise their over-allotment option, ITG Parent will use net proceeds to redeem up to 2,168,635 LLC Interests from certain Continuing Equity Owners at a price per unit equal to the IPO price less underwriting discounts and commissions.
Source
“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”
High confidenceView in filing → - Stockholders Agreement, Registration Rights Agreement, and Tax Receivable Agreement — Continuing Equity Owners
ITG, Inc. will enter into a Stockholders Agreement, Registration Rights Agreement, and Tax Receivable Agreement with the Continuing Equity Owners and TRA Participants in connection with the IPO.
Source
“ITG, Inc. will enter into (1) the Stockholders Agreement (as defined below) with the Continuing Equity Owners, (2) the Registration Rights Agreement (as defined below) with the Continuing Equity Owners and (3) the Tax Receivable Agreement with the TRA Participants.”
High confidenceView in filing → - Vesting of Class D and Class X units — directors, officers, and employees
The board will deem 8,570,653 Class D units and 3,500,000 Class X units issued to various directors, officers, and employees of ITG Parent to have vested prior to the IPO.
Source
“As a result of this determination, 8,570,653 Class D units and 3,500,000 Class X units issued to various directors, officers, and employees of ITG Parent will be deemed to have vested.”
High confidenceView in filing → - Post-IPO ownership — Continuing Equity Owners (Class B shares and LLC Interests)
The Continuing Equity Owners (other than Oaktree Blocked Fund) will own 75,368,148 LLC Interests of ITG Parent and 75,368,148 shares of Class B common stock, representing approximately 62.17% of combined voting power and economic interest.
Source
“the Continuing Equity Owners (other than Oaktree Blocked Fund) will own (1) 75,368,148 LLC Interests of ITG Parent, representing approximately 62.17% of the economic interest in ITG Parent and (2) 75,368,148 shares of Class B common stock of ITG, Inc., representing approximately 62.17% of the combined voting power of all of ITG, Inc.'s common stock”
High confidenceView in filing →
Lock-up schedule & insider ownership
When insider shares unlock, and who holds them — the part most tools skip.
Lock-up schedule
When insider shares unlock signals when selling pressure may arrive. Conditional unlocks have no fixed date and are shown as such — they are not collapsed to a single guessed date.
- Directors, officers, and substantially all stockholders including the selling stockholder101.7M sharesNo fixed dateFixed date
180 days following the date of this prospectus
Source
“Beginning 180 days after the date of this prospectus and when permitted under Rule 144 or Rule 701, or otherwise pursuant to an effective registration statement (such number of shares includes the Class A common stock that may be issued upon exchange of all or a portion of the LLC Interests) 101,718,194”
High confidenceView in filing → - Directors, officers, and substantially all stockholders including the selling stockholderShare count not disclosedNo fixed dateDiscretionary
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 from the restrictions in such agreements.
Source
“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 from the restrictions in such agreements.”
High confidenceView in filing →
Insider ownership
Beneficial ownership as reported in the S-1 (includes shares deemed beneficially owned via options and affiliated entities). Percentages are beneficial, not record, ownership.
| Holder | Shares | % pre-IPO | % post-IPO | Source |
|---|---|---|---|---|
OCM Power VI AIV Holdings (Delaware), L.P(2) 5% Stockholders | 26.4M | 25.9% | 21.7% | Source“OCM Power VI AIV Holdings (Delaware), L.P(2) 26,350,046 — 25.9% 26,350,046 — 21.7% 25,591,852 — 21.1%” High confidenceView in filing → |
OCM ITG Aggregator LLC(3) 5% Stockholders | 32.3M | 31.8% | 26.6% | Source“OCM ITG Aggregator LLC(3) — 32,302,468 31.8% — 32,302,468 26.6% — 31,373,000 25.8%” High confidenceView in filing → |
ITG Management Holdings, LLC(4) 5% Stockholders | 43.1M | 42.3% | 35.5% | Source“ITG Management Holdings, LLC(4) — 43,065,679 42.3% — 43,065,679 35.5% — 41,826,512 34.5%” High confidenceView in filing → |
Christopher Perkins(5) 5% Stockholders | 7.1M | 6.9% | 5.8% | Source“Christopher Perkins(5) — 7,051,109 6.9% — 7,051,109 5.8% — 6,848,221 5.6%” High confidenceView in filing → |
Andrew D. Parrott(5)(6)1 Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Andrew D. Parrott(5)(6) — — — 12,195 — ** 12,195 — **” High confidenceView in filing → |
Christopher H. Mecray(7)2 Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Christopher H. Mecray(7) — — — 3,902 — ** 3,902 — **” High confidenceView in filing → |
Michael G. Brooks(5) Named Executive Officers, Directors and Director Nominees | 11.9M | 11.7% | 9.8% | Source“Michael G. Brooks(5) — 11,939,771 11.7% — 11,939,771 9.8% — 11,596,217 9.6%” High confidenceView in filing → |
Guilherme Elias(5) Named Executive Officers, Directors and Director Nominees | 1.5M | 1.5% | 1.2% | Source“Guilherme Elias(5) — 1,500,135 1.5% — 1,500,135 1.2% — 1,456,970 1.2%” High confidenceView in filing → |
Peter A. Giacalone(5)(8) Named Executive Officers, Directors and Director Nominees | 11.1M | 10.9% | 9.2% | Source“Peter A. Giacalone(5)(8) — 11,134,389 10.9% — 11,134,389 9.2% — 10,814,010 8.9%” High confidenceView in filing → |
William G. LaPerch(5) Named Executive Officers, Directors and Director Nominees | 216.7K | 0.2% | 0.2% | Source“William G. LaPerch(5) — 216,694 0.2% — 216,694 0.2% — 210,459 0.2%” High confidenceView in filing → |
Joel Rivas(5) Named Executive Officers, Directors and Director Nominees | 373.9K | 0.4% | 0.3% | Source“Joel Rivas(5) — 373,938 0.4% — 373,938 0.3% — 363,178 0.3%” High confidenceView in filing → |
Francis A. Braun III Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Francis A. Braun III — — — — — — — — —” High confidenceView in filing → |
James S. Lee Named Executive Officers, Directors and Director Nominees | — | — | — | Source“James S. Lee — — — — — — — — —” High confidenceView in filing → |
Nicholas G. Papadakis Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Nicholas G. Papadakis — — — — — — — — —” High confidenceView in filing → |
Dylan G. Petre Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Dylan G. Petre — — — — — — — — —” High confidenceView in filing → |
Robert L. Wu Named Executive Officers, Directors and Director Nominees | — | — | — | Source“Robert L. Wu — — — — — — — — —” High confidenceView in filing → |
All executive officers and directors as a group (10 individuals) Directors & executive officers (group) | 23.3M | 22.9% | 19.2% | Source“All executive officers and directors as a group (10 individuals) — 23,290,854 22.9% 16,098 23,290,854 19.2% 16,098 22,620,686 18.7%” High confidenceView in filing → |
- 1 Before offering shows —; after offering 12,195 Class A shares
- 2 Before offering shows —; after offering 3,902 Class A shares
Risk flags
Key items from the Risk Factors section.
- Highly Concentrated Customer Base
The top two customers accounted for 68% and 60% of total revenues in 2024 and 2025 respectively; loss of either customer or their financial impairment could materially harm revenues and liquidity.
Source
“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.”
High confidenceView in filing → - Substantial Outstanding Debt
As of March 31, 2026, the company had approximately $807 million in total indebtedness; this leverage could restrict financial flexibility, lead to covenant breaches, and impair access to capital markets.
Source
“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.”
High confidenceView in filing → - Continuing Equity Owners' Concentrated Voting Control
After the IPO, Continuing Equity Owners will hold approximately 83.90% of combined voting power, enabling them to control all major stockholder decisions including board composition, mergers, and asset sales, limiting other stockholders' influence.
Source
“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...they will have the ability to exercise substantial control and significant influence over our management and affairs and all corporate actions requiring stockholder approval.”
High confidenceView in filing → - Tax Receivable Agreement Payment Obligations
The company expects to pay approximately $346.2 million under the Tax Receivable Agreement over 15 years; payments may exceed actual tax benefits realized, and a change of control could trigger an immediate accelerated payment of approximately $244.9 million.
Source
“we would be required to pay approximately $346.2 million over the fifteen-year period from the date of this offering...if we experience a change of control...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.”
High confidenceView in filing → - Cancellable Contracts and Backlog Uncertainty
A significant portion of backlog and revenues derives from MSAs that customers can cancel on short or no notice with no minimum purchase obligation, making backlog an uncertain indicator of future revenue.
Source
“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.”
High confidenceView in filing → - Immediate and Substantial IPO Dilution
Purchasers in this offering will incur immediate dilution of approximately $20.69 per share because the IPO price substantially exceeds the pro forma net tangible book value per share, which is a deficit of approximately $23.4 million.
Source
“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.”
High confidenceView in filing → - LLC Interest Exchange and Future Share Sales Dilution
Up to 75,368,148 shares of Class A common stock are issuable upon exchange of LLC Interests by Continuing Equity Owners, and 45.8 million shares carry registration rights; such sales or the perception thereof could depress the stock price.
Source
“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...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.”
High confidenceView in filing → - Internal Controls Not Yet Assessed
Management has not completed an assessment of internal controls over financial reporting and the auditors have not audited them; identification of material weaknesses could lead to restatements, SEC sanctions, and loss of investor confidence.
Source
“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.”
High confidenceView in filing → - Project Execution and Cost Overrun Risk
Failure to complete projects on time, meet performance standards, or accurately estimate costs can expose the company to losses, liquidated damages, and reputational harm, particularly on fixed-price contracts.
Source
“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.”
High confidenceView in filing → - Inherently Dangerous Operations and Safety Compliance
Field operations performed near utilities and in hazardous environments can cause property damage, injury, or death; failure to maintain safe work sites or comply with OSHA could result in financial losses, penalties, and contract cancellations.
Source
“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.”
High confidenceView in filing →
Underwriters
The banks running the offering, from the filing. Informational only — not a recommendation or where to buy.
Underwriters allocate IPO shares primarily to their institutional and wealth-management clients; a directed share program (when present) reserves shares for company insiders/affiliates, not the general public. Not investment advice.
Source
“Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated are acting as the representatives of the underwriters named below.”