02/03/2026 | Press release | Distributed by Public on 02/03/2026 18:43
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 01/31/2026 | M | 37,500 | (5) | (5) | Class A common stock | 37,500 | $ 0 | 57,743 | D | ||||
| Restricted Stock Unit | (6) | 01/31/2026 | A | 53,125 | (7) | (7) | Class A common stock | 53,125 | $ 0 | 110,868 | D | ||||
| Restricted Stock Unit | (8) | 02/02/2026 | M | 11,782 | (9) | (9) | Class A common stock | 11,782 | $ 0 | 99,086 | D | ||||
| Non-voting common interest units of Virtu Financial LLC | (10) | (10) | (10) | Class A common stock | 520,184 | 520,184 | I | See footnote(11) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Simons Aaron Wyatt C/O VIRTU FINANCIAL, INC. 1633 BROADWAY, 41ST FL NEW YORK, NY 10019 |
X | Chief Executive Officer | ||
| Justin Waldie, as Attorney-in-Fact | 02/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024 and vested and settled in shares of Class A common stock on January 31, 2026. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons. |
| (2) | Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Second Amended and Restated 2015 Management Incentive Plan. |
| (3) | 53,125 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 vested on January 31, 2026. The shares are granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons. |
| (4) | Shares of Class A common stock issued in settlement of vested shares granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan. |
| (5) | The RSUs vested on January 31, 2026. |
| (6) | 53,125 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2025. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons. |
| (7) | The RSUs vest January 31, 2027. |
| (8) | Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer. |
| (9) | The RSUs vested February 2, 2026. |
| (10) | Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire. |
| (11) | By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein. |