Virtu Financial (VIRT) boosts CFO Cindy Lee pay, equity and change-in-control severance

Q: What equity award does Virtu Financial (VIRT) grant to its CFO under the new agreement?

The amended agreement grants Cindy Lee a special long-term equity award of 20,000 restricted shares or RSUs . These units vest in three equal annual installments on the first three anniversaries of the grant date, encouraging multi‑year retention and alignment with shareholder interests.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Virtu Financial, Inc. updated the employment agreement for its Chief Financial Officer, Cindy Lee. The amended deal sets an annual base salary of $500,000 and includes eligibility for a discretionary annual bonus.

Ms. Lee will receive a special long-term equity award of 20,000 restricted shares or RSUs, vesting in three equal annual installments from the grant date. The agreement runs initially through June 30, 2029, with automatic one-year renewals unless either party gives timely notice of non-renewal. For certain qualifying terminations, she is entitled to cash severance, continued benefits coverage and partial acceleration of the equity award, with enhanced severance of 2.5× salary plus most recent annual bonus and extended benefits if the termination is connected to a change in control. Existing confidentiality, non-compete and non-solicitation covenants continue to apply.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CFO base salary: $500,000 per year Special equity award: 20,000 restricted shares or RSUs Vesting schedule: 3 equal annual installments +5 more

8 metrics

CFO base salary $500,000 per year Annual base salary for Cindy Lee under amended agreement

Special equity award 20,000 restricted shares or RSUs Long-term equity award granted to CFO

Vesting schedule 3 equal annual installments Special Award vests on first three anniversaries of grant

Initial term end June 30, 2029 Expiration of initial term of amended agreement

Standard severance multiple 1× base salary or salary through term Severance for qualifying termination without change in control

Change-in-control severance 2.5× salary plus most recent bonus Enhanced severance for qualifying termination tied to change in control

Benefits continuation (standard) At least 12 months Health, dental, vision, life insurance continuation

Benefits continuation (CIC) At least 24 months Extended benefits if tied to change in control

Key Terms

Qualifying Termination, change in control, restricted shares or RSUs, Severance Amount, +2 more

6 terms

Qualifying Termination financial

"each, a “Qualifying Termination”), then in addition to receiving her accrued amounts"

change in control financial

"in anticipation of, and at a time when material steps have been taken toward, a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

restricted shares or RSUs financial

"special long-term equity award under the Amended and Restated Employment Agreement of 20,000 restricted shares or RSUs"

Severance Amount financial

"the amount of base salary that would have been paid through the end of the term but for the termination (the “Severance Amount”)"

Benefits Continuation Period financial

"whichever is longer (the “Benefits Continuation Period”); and (3) a pro rata portion"

non-renewal financial

"as a result of the Company’s delivery of a notice of non-renewal of the term"

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Understanding 8-K Material Events →

06/09/2026 - 04:06 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 9, 2026

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)

001-37352
(Commission File No.)

32-0420206
(IRS Employer
Identification No.)

1633 Broadway

New York, NY 10019

(Address of principal executive offices)

(212) 418-0100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Class A common stock, par value $0.00001 per share		VIRT		New York Stock Exchange

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On June 8, 2026, Virtu Financial Operating LLC (“VFO”), a subsidiary of Virtu Financial, Inc. (the “Company”) entered into an amended and restated employment letter agreement (the “Amended and Restated Employment Agreement”) with Ms. Cindy Lee, the Company’s Chief Financial Officer.

Under the Amended and Restated Employment Agreement, Ms. Lee’s annual base salary is $500,000 per year, and Ms. Lee will be eligible to receive a discretionary annual bonus.

Ms. Lee will also receive a special long-term equity award under the Amended and Restated Employment Agreement of 20,000 restricted shares or RSUs (the “Special Award”), subject to the terms and conditions of the Company’s Second Amended and Restated 2015 Management Incentive Plan and the terms of a separate award agreement, the form of which has previously been filed with the SEC (the “Award Agreement”). The Special Award will vest in three equal annual installments on the first three anniversaries of the date of grant.

The Amended and Restated Employment Agreement has an initial term expiring June 30, 2029, with automatic one-year renewal periods thereafter unless either party provides notice of non-renewal at least ninety days in advance of the expiration of the then-current term.

Under the Amended and Restated Employment Agreement, if Ms. Lee’s employment is terminated by VFO without cause, due to death or disability, by Ms. Lee for good reason, or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term (each, a “Qualifying Termination”), then in addition to receiving her accrued amounts, Ms. Lee will be entitled to, subject to the execution of a release of claims: (1) severance pay in an aggregate amount equal to the greater of (a) one times her base salary or (b) the amount of base salary that would have been paid through the end of the term but for the termination (the “Severance Amount”); (2) continued health, dental, vision and life insurance benefits under the terms of the Company’s benefit plans for (x) twelve months or (y) the period from termination of employment through the remainder of the term, whichever is longer (the “Benefits Continuation Period”); and (3) a pro rata portion of the next scheduled vesting installment under the Special Award plus the full next installment of the Special Award, if any (collectively, the “Equity Acceleration”).

If a Qualifying Termination occurs (i) in anticipation of, and at a time when material steps have been taken toward, a change in control and a change in control does occur, or (ii) within twelve months following a change in control, then Ms. Lee is entitled to the payments and benefits described above; however (1) in lieu of the Severance Amount, Ms. Lee will be entitled to receive two and a half times the sum of (x) her base salary and (y) the annual bonus (including any amounts deferred or satisfied through the grant of equity awards) most recently awarded to her for a completed fiscal year of the Company and (2) the Benefits Continuation Period will be extended to (x) 24 months or (y) the period from termination of employment through the remainder of the term, whichever is longer. In the event that the Qualifying Termination occurs in anticipation of, and at a time when material steps have been taken toward, a change in control and a change in control does occur, then any amounts payable to Ms. Lee pursuant to this paragraph will be adjusted to reflect any prior receipt of the Severance Amount or Equity Acceleration.

Ms. Lee previously agreed to and remains subject to a restrictive covenant agreement with VFO that provides for confidentiality and non-disparagement restrictions and that provides that she will not engage in any business that competes with the Company or its affiliates, and that she will not solicit or hire employees, consultants or members of VFO, its subsidiaries or its affiliates, during her employment and for a period of 12 months thereafter.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under, and is qualified in its entirety by reference to the full text of, the Amended and Restated Employment Agreement, which will be filed as an exhibit to the Company’s next quarterly report on Form 10-Q, and the Award Agreement, which was filed as Exhibit 10.2 to the Company's Form 10-K for the year ended December 31, 2023.

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: June 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What is the new base salary for Virtu Financial (VIRT) CFO Cindy Lee?

Cindy Lee’s amended employment agreement sets her annual base salary at $500,000. This fixed cash component is supplemented by eligibility for a discretionary annual bonus, aligning her compensation with company and individual performance outcomes determined by Virtu Financial’s board and management.

What equity award does Virtu Financial (VIRT) grant to its CFO under the new agreement?

The amended agreement grants Cindy Lee a special long-term equity award of 20,000 restricted shares or RSUs. These units vest in three equal annual installments on the first three anniversaries of the grant date, encouraging multi‑year retention and alignment with shareholder interests.

How long is the initial term of Cindy Lee’s amended employment agreement at Virtu (VIRT)?

The amended employment agreement has an initial term expiring on June 30, 2029. After that date, it automatically renews for one-year periods unless either Virtu or Cindy Lee provides at least ninety days’ notice of non‑renewal before the then‑current term ends.

What severance can the Virtu (VIRT) CFO receive in a qualifying termination without a change in control?

For a qualifying termination, Cindy Lee is entitled to cash severance equal to the greater of one times base salary or salary through the remaining term. She also receives continued health, dental, vision and life insurance benefits for at least twelve months and specified equity acceleration.

How does a change in control affect severance for Virtu (VIRT) CFO Cindy Lee?

If a qualifying termination occurs in connection with a change in control, Cindy Lee’s severance increases to 2.5 times the sum of her base salary and most recent annual bonus. Her benefits continuation period also extends to at least twenty‑four months or through the remaining contract term.

What restrictive covenants apply to Virtu (VIRT) CFO Cindy Lee under the amended agreement?

Cindy Lee remains subject to a restrictive covenant agreement requiring confidentiality and non-disparagement. It also bars her from competing with Virtu or soliciting or hiring its employees, consultants or members during employment and for 12 months after her employment ends.

Filing Exhibits & Attachments

3 documents