Virtu Financial (NASDAQ: VIRT) prices $500M incremental senior secured term loan
Rhea-AI Filing Summary
Virtu Financial, Inc. entered into Amendment No. 4 to its senior secured credit agreement, under which subsidiaries Virtu Financial LLC and VFH Parent LLC obtained $500 million of incremental senior secured first lien Term B-2 loans. This increases the aggregate Term B-2 loan balance to $2,029.55 million.
The Term B-2 Loans bear floating interest, at Virtu’s election, either at an alternative base rate plus 1.50% or at term SOFR plus 2.50%. They mature on June 21, 2031, amortize annually by approximately 1.0% of the Incremental Term B-2 principal on a pro rata basis with other Term B-2 loans, and are subject to additional contingent principal payments tied to excess cash flow and other events. A related press release notes the term loan balance under the senior secured credit facility is now $2,030 million, and that proceeds may be used for general corporate purposes.
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Filing Explained
The July 23 borrowing is closed, with Virtu subsidiaries guaranteeing the resulting secured debt.
On July 23, the amendment became effective, and the company’s exhibit states that its subsidiaries had priced and closed
The borrowing increases the total Term B-2 balance to
The loans are guaranteed by Virtu Financial LLC and certain subsidiaries, and the press release states that they were issued at par.
8-K Event Classification
Key Figures
Key Terms
Incremental Term B-2 Loans financial
senior secured first lien financial
Term SOFR financial
excess cash flow financial
off-balance sheet arrangement financial
Inline XBRL technical
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FAQ
What new financing did Virtu Financial (VIRT) complete on July 23, 2026?
What are the interest terms on Virtu (VIRT)'s new Term B-2 Loans?
When do Virtu Financial (VIRT)'s Term B-2 Loans mature and how do they amortize?
How will Virtu Financial (VIRT) use the $500 million incremental term loan proceeds?
What is the total term loan balance under Virtu (VIRT)'s senior secured credit facility after this deal?
Who guarantees Virtu Financial (VIRT)'s Term Loans under the senior secured facility?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment to Credit Agreement
On July 23, 2026 (the “Amendment Effective Date”), Virtu Financial LLC (“Holdings”), VFH Parent LLC (the “Borrower”) and certain subsidiaries of the Borrower entered into Amendment No. 4 (“Amendment No. 4”), which amended the Credit Agreement, dated as of January 13, 2022 (as amended by Amendment No. 1, dated as of June 21, 2024, Amendment No. 2, dated as of February 19, 2025, and Amendment No. 3, dated as of September 23, 2025, the “Existing Credit Agreement”, and as amended by Amendment No. 4, the “Amended Credit Agreement”), by and among Holdings, the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Amendment No. 4 amends the Existing Credit Agreement to effect the issuance of incremental senior secured first lien term B-2 loans in the amount of $500 million (the “Incremental Term B-2 Loans”), the proceeds of which will be used for general corporate purposes, for a total term B-2 loan balance of $2,029.55 million (collectively, the “Term B-2 Loans”).
The Incremental Term B-2 Loans, together with the other Term B-2 Loans, bear interest, at our election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, and (c) term SOFR for a borrowing with an interest period of one month plus 1.0% and (d) 1.0%, plus, in each case, 1.50%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.50%.
The Incremental Term B-2 Loans, along with the other Term B-2 Loans, will mature on June 21, 2031. The Incremental Term B-2 Loans amortize in annual installments equal to approximately 1.0% of the aggregate principal amount of Incremental Term B-2 Loans made on the Amendment Effective Date and on a pro rata basis with the other Term B-2 Loans. The Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
The above description of the terms of Amendment No. 4 is qualified in its entirety by reference to the full text of Amendment No. 4, which is filed as Exhibit 10.1 to this 8-K and incorporated by reference herein.
The Company issued a press release announcing the foregoing on July 23, 2026. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 above is hereby incorporated by reference in its entirety in response to this Item.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Fourth Amendment, dated as of July 23, 2026, among Virtu Financial LLC, VFH Parent LLC, as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative and collateral agent | |
| 99.1 | Press Release dated July 23, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| VIRTU FINANCIAL, INC. | ||||
| By: | /s/ JUSTIN WALDIE | |||
| Name: | Justin Waldie | |||
| Title: | Senior Vice President, Secretary and General Counsel | |||
Dated: July 23, 2026
| 3 |
EXHIBIT 99.1
Virtu Completes Incremental First Lien Term Loan
NEW YORK, NY, July 23, 2026 - Virtu Financial, Inc. (NYSE: VIRT) (the “Company”), a global market maker, broker and leading provider of global financial services technology, today announced that its subsidiaries successfully priced and closed incremental term loans in the amount of $500 million (the “Incremental Term Loans”), increasing the total term loan balance under its senior secured credit facility to $2,030 million (the “Term Loans”).
The Incremental Term Loan, along with the existing Term Loans, will bear interest at Term SOFR + 250 basis points, and will be issued at par.
The proceeds of the Incremental Term Loan may be used for general corporate purposes. The Term Loans are guaranteed by Virtu Financial LLC, a subsidiary of the Company, and certain of its subsidiaries.
About Virtu Financial, Inc.
Virtu is a leading provider of financial services and products that leverages cutting-edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients. Leveraging its global market making expertise and infrastructure, Virtu provides a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology. Virtu’s product offerings allow clients to trade on hundreds of venues across 50+ countries and in multiple asset classes, including global equities, ETFs, foreign exchange, futures, fixed income, cryptocurrency and myriad other commodities. In addition, Virtu’s integrated, multi-asset analytics platform provides a range of pre-, intra-, and post-trade services, data products and compliance tools that clients rely upon to invest, trade and manage risk across global markets.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements are subject to numerous uncertainties and factors relating to the Company’s operations and business environment, as well as uncertainties relating to the Term Loans. Any forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized.
CONTACT
Investor Relations
Matthew Sandberg
investor_relations@virtu.com