ITG, Inc./DE/

Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ITG, INC. ITG, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: The original Certificate of Incorporation of the Company was filed with the office of the Secretary of State of the State of Delaware on January 15, 2026 (the “Certificate of Incorporation”). ─────────────────────────────────────────────────────────…

S-8 · 2026-07-06 · 0001193125-26-295213

Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF ITG, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of ITG, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered agent at such address is Corporation Service Company. The Company may also have offices in such other places in the United States or elsewhere (and may change the Company’…

S-8 · 2026-07-06 · 0001193125-26-295213

Exhibit 4.3 ITG, INC. OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this ITG, Inc. Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the da…

S-8 · 2026-07-06 · 0001193125-26-295213

EX-4.1 5 d88011dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 STOCKHOLDERS AGREEMENT OF ITG, INC. THIS STOCKHOLDERS AGREEMENT, dated as of July 2, 2026 (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among ITG, Inc., a Delaware corporation (the “Company”), OCM Power VI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Blocked Fund”), OCM ITG Aggregator, LLC, a Delaware limited liabilit…

8-K · 2026-07-06 · 0001193125-26-295159

EX-4.2 6 d88011dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 ITG, Inc. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 2, 2026 among ITG, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor…

8-K · 2026-07-06 · 0001193125-26-295159

EX-10.7 12 d103576dex107.htm EX-10.7 EX-10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of, 2026 between ITG, Inc., a Delaware corporation (the “Company”), and    (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof. WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capa…

S-1 · 2026-06-05 · 0001193125-26-259828