Watch for final pricing and first-day trading to gauge demand. Post-IPO, monitor Q2 earnings for margin recovery (Q1 2026 net loss was -$13M), debt reduction's effect on interest expense, and backlog conversion to revenue. The $2.9B backlog and secular tailwinds are positives, but weak profitability and $20.69/share dilution are significant concerns.
Executive Summary
ITG, Inc. filed Amendment No. 2 to its S-1 registration statement for an IPO of 19,512,196 shares of Class A common stock, with an estimated price range of $19.00-$22.00 per share. The company, a provider of mission-critical digital and utility infrastructure services, saw revenue grow 34% CAGR (2022-2025) to $1.15 billion in 2025, but net income fell to $6.2 million from $28.3 million in 2024. IPO proceeds of ~$361 million (at the $20.50 midpoint) will repay $361 million in debt, reducing leverage but leaving post-IPO net tangible book value negative at -$0.19/share, implying massive dilution for new investors.
Key Financial Metrics
Key Facts
- Offering 19,512,196 shares at $19.00-$22.00 per share; midpoint $20.50
- IPO proceeds ~$361.0M net; to repay $120M revolver and $241M term loan
- Revenue: $1.15B in 2025, up 15.7% from $998M in 2024
- Net income: $6.2M in 2025, down 78% from $28.3M in 2024
- Adjusted EBITDA: $148.3M in 2025 (12.8% margin), down from $144.4M (14.5%) in 2024
- Net loss of $(13.2)M in Q1 2026 vs net income of $1.6M in Q1 2025
- Total Backlog $2.9B as of Dec 2025; NTM Backlog $1.3B
- Post-IPO pro forma net tangible book value deficit of $(0.19)/share; dilution of ~$20.69/share for new investors
- Up-C structure with ongoing Tax Receivable Agreement obligations of ~$346M over 15 years
- Continuing equity owners (Oaktree/management) will hold 83.9% voting power post-IPO
Financial Impact
IPO raises $361M net; massive ~$20.69/share dilution; ~$346M in future TRA obligations
Risk Factors
- Massive dilution of $20.69/share for new IPO investors
- Declining profitability: net income fell 78% in FY2025; net loss in Q1 2026
- Significant Tax Receivable Agreement obligations (~$346M over 15 years, ~$23M/year)
- Customer concentration: top 2 customers = 60% of 2025 revenue
- $690M debt + $88M equipment loans; restrictive covenants
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001193125-26-285598 |
| Document: d103576dexfilingfees.htm | 0001193125-26-285598 |
| Document: d103576dex235.htm | 0001193125-26-285598 |
| Document: 0001193125-26-285598-index-headers.html | 0001193125-26-285598 |
| Document: 0001193125-26-285598-index.html | 0001193125-26-285598 |
| Document: 0001193125-26-285598.txt | 0001193125-26-285598 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | 8-K | $5.07 $5.00 | ▼ −1.38% | ▼ −2.09% | $5.00 (−1.38%) |
Oct 22, 2026 4d ago | Press Release | $5.07 $5.00 | ▼ −1.38% | ▼ −2.09% | $5.00 (−1.38%) |
Oct 20, 2026 6d ago | Press Release | $5.10 | awaiting T+1 | — | $5.00 (−1.96%) |
Jul 2, 2026 16w ago | Press Release | $15.46 $14.69 | ▼ −4.98% | ▼ −5.85% | $5.00 (−67.66%) |
Jul 1, 2026 16w ago | 3 | $15.46 $14.69 | ▼ −4.98% | ▼ −5.85% | $5.00 (−67.66%) |
Jul 1, 2026 16w ago | 3 | $15.46 $14.69 | ▼ −4.98% | ▼ −5.85% | $5.00 (−67.66%) |
Jul 1, 2026 16w ago | 3 | $15.46 $14.69 | ▼ −4.98% | ▼ −5.85% | $5.00 (−67.66%) |
Jul 1, 2026 16w ago | EFFECT | $17.71 $15.46 | ▼ −12.70% | ▼ −12.57% | $5.00 (−71.77%) |
Jun 26, 2026 17w ago | S-1/A | — | awaiting T+1 | — | — |
Jun 22, 2026 18w ago | S-1/A | — | awaiting T+1 | — | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers