Mecray Christopher H. 4

What Happened
Christopher H. Mecray, Chief Financial Officer of ITG, reported equity awards and a tax-withholding share disposition on July 2, 2026. He acquired 5,000 shares (vested RSUs) at $0.00 and had 1,850 shares withheld to satisfy tax obligations at $16.00/share (proceeds/withholding value $29,600). In addition, Mecray was granted three derivative award tranches of 15,000 units each (45,000 total) at $0.00 — these are performance- and service-based restricted stock units (PSUs/RSUs) that may convert to shares in the future if vesting conditions are met.

Key Details

• Transaction date: July 2, 2026; Form 4 filed July 7, 2026 (filing marked late).
• Acquisitions: 5,000 vested RSUs @ $0.00 (reported as acquired).
• Tax withholding (disposition): 1,850 shares withheld @ $16.00 = $29,600 (reported as disposed to satisfy taxes).
• Additional awards: three grants of 15,000 derivative units each (45,000 total) reported @ $0.00.
• Shares owned after transaction: not specified in the filing.
• Notable footnotes: withheld shares satisfy tax withholding on vested RSUs (F1); two PSU grants can pay up to 200% of grant based on performance (one tied to market price (F2), one not tied to market price and reported voluntarily (F3)); remaining 15,000 RSUs from IPO grant vest in three annual installments beginning July 2, 2027 (F4).

Context

• The 1,850-share disposition was a tax-withholding action (routine administrative step), not an open-market sale.
• The three 15,000-unit grants are conditional (PSUs/RSUs) and only convert to shares if performance targets and/or continued service requirements are met, so they do not represent immediately tradable shares.
• Filing was submitted after the transaction date; late Form 4 filings can reduce the timeliness of disclosure for investors.