Virtu Financial Q3 2026 net income reaches $283M
The $0.24 quarterly dividend is payable December 15, while the planned Texas conversion is expected later this year and remains conditional.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Virtu Financial, Inc. reported third-quarter 2026 total revenue of $1,153.9 million, up 39.9% from $824.8 million a year earlier. Net income was $282.5 million, versus $149.1 million, and diluted earnings per share were $1.65, versus $0.86. Adjusted EBITDA, a non-GAAP measure, rose 63.5% to $437.9 million; Adjusted Net Trading Income rose 50.7% to $704.0 million.
At September 30, 2026, cash, cash equivalents and restricted cash were $1,575.4 million; the aggregate principal amount of long-term debt outstanding was $2,551.8 million. The board declared a $0.24 quarterly cash dividend payable December 15, 2026, to shareholders of record December 1, 2026. It also approved a planned conversion from Delaware to Texas, expected later this year and subject to conditions including requisite stockholder approval and regulatory or contractual approvals, consents, notices or filings the board determines to obtain. TJMT Holdings LLC, the controlling stockholder, approved the plan by written consent. Each issued or treasury share of each common-stock class would convert one-for-one into the corresponding Texas-company class.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 39.9% to $1,153.9 million.
- Moderate pointThird-quarter net income was $282.5 million, compared with $149.1 million a year earlier.
Negative
- None.
Filing Explained
If completed, Virtu’s internal affairs would move from Delaware’s corporate statute and current charter and bylaws to the Texas Business Organizations Code and Texas charter and bylaws; the conversion is not yet effective.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Adjusted Net Trading Income financial
Normalized Adjusted EPS financial
Plan of Conversion regulatory
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were VIRT's third-quarter 2026 revenue and net income?
What dividend did VIRT declare?
When is VIRT's planned move to Texas expected, and what conditions apply?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
|
(Address of principal executive offices) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(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 Instructions 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 | ||
| Item 2.02 | results of operations and financial condition. |
On November 5, 2026, Virtu Financial, Inc., a Delaware corporation (the “Company”), issued a press release setting forth its financial results for the quarter ended September 30, 2026 and announcing its planned reincorporation from the State of Delaware to the State of Texas. A copy of the Company's press release is attached as Exhibit 99.1 to this report. The Company does not intend for this Item 2.02 or Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or to be incorporated by reference into filings under the Securities Act of 1933, as amended.
| ITEM 8.01 | OTHER EVENTS. |
On November 4, 2026, the Board of Directors (the “Board”) of the Company upon the unanimous recommendation of a special committee of the Board, adopted resolutions (the “Reincorporation Resolutions”) approving a Plan of Conversion (the “Plan of Conversion”) pursuant to which the Company will convert from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Texas (the “Reincorporation”). Also on November 4, 2026, TJMT Holdings LLC, which holds a majority of the aggregate voting power of the issued and outstanding common stock of the Company entitled to vote on the Reincorporation, approved and adopted by written consent the Reincorporation, the Plan of Conversion and the Reincorporation Resolutions.
The Plan of Conversion provides that, at the effective time of the Reincorporation specified in the certificates of conversion to be filed with the Secretaries of State of Delaware and Texas (the “Effective Time”), and subject to the terms of the Plan of Conversion, the Company will continue its existence, without lapse or interruption, as a Texas corporation under the name “Virtu Financial, Inc.” Each share of the Company’s Class A common stock, par value $0.00001 per share; Class B common stock, par value $0.00001 per share; Class C common stock, par value $0.00001 per share; and Class D common stock, par value $0.00001 per share, issued and outstanding or held in treasury immediately prior to the Effective Time will automatically convert into one share of the corresponding class of common stock of the Texas corporation. At the Effective Time, the internal affairs of the Company will cease to be governed by the General Corporation Law of the State of Delaware, the Company’s Second Amended and Restated Certificate of Incorporation and its Amended and Restated By-laws and will instead be governed by the Texas Business Organizations Code, the Texas certificate of formation and the Texas bylaws in the forms attached to the Plan of Conversion.
As provided in the Plan of Conversion, the directors and officers of the Company serving immediately prior to the Effective Time will continue to serve as the directors and officers, respectively, of the Texas corporation, and the committees of the Board immediately prior to the Effective Time will continue as committees of the board of directors of the Texas corporation. The Company’s employment agreements, employee benefit and incentive compensation plans and other agreements will continue as agreements and plans of the Texas corporation on the same terms and conditions. Outstanding equity and equity-based awards and other instruments relating to the Company’s equity securities will become corresponding awards or instruments relating to the corresponding equity securities of the Texas corporation and, to the extent permitted by law and otherwise reasonably practicable, will continue on the same terms and conditions as in effect immediately prior to the Effective Time. The Texas corporation will remain responsible for all debts and liabilities of the Company.
Consummation of the Reincorporation is subject to the conditions set forth in the Plan of Conversion, including, among other things, the continued effectiveness of the Reincorporation Resolutions, receipt of the requisite stockholder approval for the Reincorporation and receipt of any regulatory or contractual approvals, consents, notices or filings that the Board or any duly authorized committee thereof determines to obtain. The Plan of Conversion may be terminated, and the Reincorporation may be abandoned or deferred, at any time prior to the Effective Time if the Board determines that doing so would be in the best interests of the Company and its stockholders. The Company will file an information statement with the U.S. Securities and Exchange Commission setting forth information regarding the Reincorporation prior to the Effective Time.
The foregoing description of the Plan of Conversion does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1 | Plan of Conversion of Virtu Financial, Inc., dated November 4, 2026. | |
| 99.1 | Press Release of Virtu Financial, Inc., dated November 5, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: November 5, 2026
Exhibit 99.1
Virtu Announces Third Quarter 2026 Results
NEW YORK, NY, November 5, 2026 - Virtu Financial, Inc. (NYSE: VIRT), a leading provider of financial services and products that leverages cutting edge technology to deliver innovative, transparent trading solutions to its clients and liquidity to the global markets, today reported results for the third quarter ended September 30, 2026.
Third Quarter 2026:
| • | Net income of $282.5 million; Normalized Adjusted Net Income1 of $283.5 million |
| • | Basic and diluted earnings per share of $1.65; Normalized Adjusted EPS1 of $1.77 |
| • | Total revenues of $1,153.9 million; Trading income, net, of $820.2 million; Net income Margin of 24.5%2 |
| ◦ | Adjusted Net Trading Income1 of $704.0 million |
| • | Adjusted EBITDA1 of $437.9 million; Adjusted EBITDA Margin1 of 62.2% |
The Virtu Financial, Inc. Board of Directors declared a quarterly cash dividend of $0.24 per share. This dividend is payable on December 15, 2026 to shareholders of record as of December 1, 2026.
The Virtu Financial, Inc. Board of Directors also unanimously approved changing the company’s state of incorporation from Delaware to Texas. Additional information on the planned redomestication is set forth below.
Note 1: Non-GAAP financial measures. Please see "Non-GAAP Financial Measures and Other Items" for more information.
Note 2: Calculated by dividing Net income by Total revenue.
Page 1
Exhibit 99.1
Financial Results
Third Quarter 2026:
Total revenues increased 39.9% to $1,153.9 million for this quarter, compared to $824.8 million for the same period in 2025. Trading income, net, increased 55.0% to $820.2 million for the quarter compared to $529.1 million for the same period in 2025. Net income totaled $282.5 million for this quarter, compared to net income of $149.1 million in the prior year quarter.
Basic and diluted earnings per share for this quarter were $1.65, compared to basic and diluted earnings per share of $0.86 for the same period in 2025.
Adjusted Net Trading Income increased 50.7% to $704.0 million for this quarter, compared to $467.0 million for the same period in 2025. Adjusted EBITDA increased 63.5% to $437.9 million for this quarter, compared to $267.8 million for the same period in 2025. Normalized Adjusted Net Income increased 70.2% to $283.5 million for this quarter, compared to $166.5 million for the same period in 2025.
Assuming all non-controlling interests had been exchanged for common stock, and the Company’s Normalized Adjusted Net Income before income taxes was subject to corporation taxes, Normalized Adjusted EPS was $1.77 for this quarter, compared to $1.05 for the same period in 2025.
Operating Segment Information
The Company has two operating segments: Market Making and Execution Services; and one non-operating segment: Corporate.
Market Making principally consists of market making in the cash, futures and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities. As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker dealers, banks and institutions.
Execution Services comprises agency-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker dealers. The Company also provides proprietary technology and infrastructure, workflow technology, and trading analytics services to select third parties. The segment also includes the results of the Company's capital markets business, in which the Company acts as an agent for issuers in connection with at-the-market offerings and buyback programs.
Corporate contains the Company's investments, principally in strategic trading-related opportunities, and maintains corporate overhead expenses.
Page 2
Exhibit 99.1
The following tables show the trading income, net, total revenues and Adjusted Net Trading Income by segment for the three and nine months ended September 30, 2026 and 2025.
Total revenues by segment
(in thousands, unaudited)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Market Making | Execution Services | Corporate | Total | Market Making | Execution Services | Corporate | Total | |||||||||||||||||||||||||
| Trading income, net | $ | 819,716 | $ | 482 | $ | — | $ | 820,198 | $ | 521,128 | $ | 7,932 | $ | — | $ | 529,060 | ||||||||||||||||
| Commissions, net and technology services | 17,614 | 154,612 | — | 172,226 | 9,821 | 144,662 | — | 154,483 | ||||||||||||||||||||||||
| Interest and dividends income | 147,941 | 3,214 | — | 151,155 | 125,076 | 2,343 | — | 127,419 | ||||||||||||||||||||||||
| Other, net | 1,507 | 4,723 | 4,131 | 10,361 | 11,992 | (431 | ) | 2,266 | 13,827 | |||||||||||||||||||||||
| Total Revenues | $ | 986,778 | $ | 163,031 | $ | 4,131 | $ | 1,153,940 | $ | 668,017 | $ | 154,506 | $ | 2,266 | $ | 824,789 | ||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Market Making | Execution Services | Corporate | Total | Market Making | Execution Services | Corporate | Total | |||||||||||||||||||||||||
| Trading income, net | $ | 2,451,537 | $ | 14,498 | $ | — | $ | 2,466,035 | $ | 1,751,094 | $ | 20,745 | $ | — | $ | 1,771,839 | ||||||||||||||||
| Commissions, net and technology services | 42,233 | 496,163 | — | 538,396 | 41,547 | 418,102 | — | 459,649 | ||||||||||||||||||||||||
| Interest and dividends income | 416,325 | 8,234 | — | 424,559 | 357,407 | 7,471 | — | 364,878 | ||||||||||||||||||||||||
| Other, net | 1,554 | 4,727 | 3,949 | 10,230 | (4,266 | ) | 63,684 | 6,447 | 65,865 | |||||||||||||||||||||||
| Total Revenues | $ | 2,911,649 | $ | 523,622 | $ | 3,949 | $ | 3,439,220 | $ | 2,145,782 | $ | 510,002 | $ | 6,447 | $ | 2,662,231 | ||||||||||||||||
Reconciliation of trading income, net to Adjusted Net Trading Income by operating segment
(in thousands, unaudited)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Market Making | Execution Services | Corporate | Total | Market Making | Execution Services | Corporate | Total | |||||||||||||||||||||||||
| Trading income, net | $ | 819,716 | $ | 482 | $ | — | $ | 820,198 | $ | 521,128 | $ | 7,932 | $ | — | $ | 529,060 | ||||||||||||||||
| Commissions, net and technology services | 17,614 | 154,612 | — | 172,226 | 9,821 | 144,662 | — | 154,483 | ||||||||||||||||||||||||
| Interest and dividends income | 147,941 | 3,214 | — | 151,155 | 125,076 | 2,343 | — | 127,419 | ||||||||||||||||||||||||
| Brokerage, exchange, clearance fees and payments for order flow, net | (209,758 | ) | (32,305 | ) | — | (242,063 | ) | (147,522 | ) | (30,734 | ) | — | (178,256 | ) | ||||||||||||||||||
| Interest and dividends expense | (196,704 | ) | (845 | ) | — | (197,549 | ) | (164,374 | ) | (1,317 | ) | — | (165,691 | ) | ||||||||||||||||||
| Adjusted Net Trading Income | $ | 578,809 | $ | 125,158 | $ | — | $ | 703,967 | $ | 344,129 | $ | 122,886 | $ | — | $ | 467,015 | ||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Market Making | Execution Services | Corporate | Total | Market Making | Execution Services | Corporate | Total | |||||||||||||||||||||||||
| Trading income, net | $ | 2,451,537 | $ | 14,498 | $ | — | $ | 2,466,035 | $ | 1,751,094 | $ | 20,745 | $ | — | $ | 1,771,839 | ||||||||||||||||
| Commissions, net and technology services | 42,233 | 496,163 | — | 538,396 | 41,547 | 418,102 | — | 459,649 | ||||||||||||||||||||||||
| Interest and dividends income | 416,325 | 8,234 | — | 424,559 | 357,407 | 7,471 | — | 364,878 | ||||||||||||||||||||||||
| Brokerage, exchange, clearance fees and payments for order flow, net | (538,331 | ) | (101,546 | ) | — | (639,877 | ) | (514,136 | ) | (88,120 | ) | — | (602,256 | ) | ||||||||||||||||||
| Interest and dividends expense | (576,027 | ) | (4,715 | ) | — | (580,742 | ) | (458,296 | ) | (3,936 | ) | — | (462,232 | ) | ||||||||||||||||||
| Adjusted Net Trading Income | $ | 1,795,737 | $ | 412,634 | $ | — | $ | 2,208,371 | $ | 1,177,616 | $ | 354,262 | $ | — | $ | 1,531,878 | ||||||||||||||||
Page 3
Exhibit 99.1
Financial Condition
As of September 30, 2026, Virtu had $1,575.4 million in cash, cash equivalents and restricted cash, and total long-term debt outstanding in an aggregate principal amount of $2,551.8 million.
Planned Redomestication
In considering a potential redomestication, Virtu’s Board of Directors concluded that aligning Virtu’s legal state of incorporation with the location of a critical trading, technology and operational hub in Texas will benefit shareholders. In making its recommendation, the Board considered Texas’ legal and regulatory environment, including its modernized business statutes and the Texas Business Court, which is designed to resolve complex disputes efficiently and apply clear statute-based standards.
A committee of the Board of Directors composed of independent and disinterested directors recommended the legal move to Texas. Following the Board’s approval, Virtu’s controlling stockholder also approved the planned redomestication via written consent. The planned redomestication, which is expected to occur later this year, is not expected to affect business operations, management, strategy, assets, or employee locations. Detailed information about the planned redomestication will be set forth in a preliminary information statement to be filed by Virtu with the Securities and Exchange Commission and available through the SEC’s website at www.sec.gov.
Earnings Conference Call Information
Virtu Financial will host a conference call to review its third quarter 2026 financial performance today, November 5th, 2026, at 8:00 a.m. ET. Members of the public may listen to the conference call through an audio webcast through the Investor Relations section of the firm’s website ir.virtu.com/investor-relations.
Website Information
We routinely post important information for investors on the Investor Relations section of our website, ir.virtu.com/investor-relations and also from time to time may use social media channels, including our X account (x.com/virtufinancial) and our LinkedIn account (linkedin.com/company/virtu-financial), as an additional means of disclosing public information to investors, the media and others interested in us. It is possible that certain information we post on our website and on social media could be deemed to be material information, and we encourage investors, the media and others interested in us to review the business and financial information we post on our website and on the social media channels identified above, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website and our social media channels is not incorporated by reference into, and is not a part of, this document.
Page 4
Exhibit 99.1
Non-GAAP Financial Measures and Other Items
To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), we use the following non-GAAP measures of financial performance:
| • | “Adjusted Net Trading Income”, which is the amount of revenue we generate from our market making activities, or trading income, net, plus commissions, net and technology services, plus interest and dividends income and expense, net, less direct costs associated with those revenues, including brokerage, exchange, clearance fees and payments for order flow, net. Management believes that this measurement is useful for comparing general operating performance from period to period. Although we use Adjusted Net Trading Income as a financial measure to assess the performance of our business, the use of Adjusted Net Trading Income is limited because it does not include certain material costs that are necessary to operate our business. Our presentation of Adjusted Net Trading Income should not be construed as an indication that our future results will be unaffected by revenues or expenses that are not directly associated with our core business activities. |
| • | “EBITDA”, which measures our operating performance by adjusting Net Income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA”, which measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, and Other, net, which includes gains and losses from strategic investments and the sales of businesses. |
| • | “Normalized Adjusted Net Income”, “Normalized Adjusted Net Income before income taxes”, “Normalized provision for income taxes”, and “Normalized Adjusted EPS”, which we calculate by adjusting Net Income to exclude certain items, and other non-cash items, assuming that all vested and unvested Virtu Financial Units have been exchanged for Class A Common Stock, and applying an effective tax rate, which was approximately 24%. |
Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, and Normalized Adjusted EPS are non-GAAP financial measures used by management in evaluating operating performance and in making strategic decisions. Additional information provided regarding the breakdown of Total Adjusted Net Trading Income by category is also a non-GAAP financial measure but is not used by the Company in evaluating operating performance and in making strategic decisions. In addition, these non-GAAP financial measures or similar non-GAAP measures are used by research analysts, investment bankers and lenders to assess our operating performance. Management believes that the presentation of Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide useful information to investors regarding our results of operations because they assist both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide indicators of general economic performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period. Furthermore, our credit agreement contains tests based on metrics similar to Adjusted EBITDA. Other companies may define Adjusted Net Trading Income, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS differently, and as a result our measures of Adjusted Net Trading Income, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS may not be directly comparable to those of other companies. Although we use these non-GAAP financial measures as financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business.
Page 5
Exhibit 99.1
Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS should be considered in addition to, and not as a substitute for, Net Income in accordance with U.S. GAAP as a measure of performance. Our presentation of Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Adjusted Net Trading Income, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted EPS and our EBITDA-based measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:
| • | they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; |
| • | our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; |
| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements; |
| • | they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; |
| • | they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and |
| • | they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us. |
Because of these limitations, Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS are not intended as alternatives to Net Income as indicators of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. These U.S. GAAP measurements include Net Income, cash flows from operations and cash flow data. See below a reconciliation of each non-GAAP measure to the most directly comparable GAAP measure.
Page 6
Exhibit 99.1
Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenues: | ||||||||||||||||
| Trading income, net | $ | 820,198 | $ | 529,060 | $ | 2,466,035 | $ | 1,771,839 | ||||||||
| Interest and dividends income | 151,155 | 127,419 | 424,559 | 364,878 | ||||||||||||
| Commissions, net and technology services | 172,226 | 154,483 | 538,396 | 459,649 | ||||||||||||
| Other, net | 10,361 | 13,827 | 10,230 | 65,865 | ||||||||||||
| Total revenues | 1,153,940 | 824,789 | 3,439,220 | 2,662,231 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Brokerage, exchange, clearance fees and payments for order flow, net | 242,063 | 178,256 | 639,877 | 602,256 | ||||||||||||
| Communication and data processing | 71,185 | 62,774 | 207,772 | 184,012 | ||||||||||||
| Employee compensation and payroll taxes | 198,989 | 157,669 | 624,027 | 413,206 | ||||||||||||
| Interest and dividends expense | 197,549 | 165,691 | 580,742 | 462,232 | ||||||||||||
| Operations and administrative | 34,795 | 24,908 | 93,313 | 72,939 | ||||||||||||
| Depreciation and amortization | 21,731 | 15,401 | 56,543 | 46,951 | ||||||||||||
| Amortization of purchased intangibles and acquired capitalized software | 11,783 | 11,783 | 35,349 | 35,349 | ||||||||||||
| Termination of office leases | 5 | (6,510 | ) | 826 | (6,489 | ) | ||||||||||
| Debt issue cost related to debt refinancing, prepayment and commitment fees | 1,562 | 1,517 | 4,692 | 4,880 | ||||||||||||
| Transaction advisory fees and expenses | — | 13 | — | 410 | ||||||||||||
| Financing interest expense on long-term borrowings | 43,179 | 33,297 | 112,851 | 95,739 | ||||||||||||
| Total operating expenses | 822,841 | 644,799 | 2,355,992 | 1,911,485 | ||||||||||||
| Income before income taxes and noncontrolling interest | 331,099 | 179,990 | 1,083,228 | 750,746 | ||||||||||||
| Provision for income taxes | 48,557 | 30,939 | 169,161 | 119,084 | ||||||||||||
| Net income | $ | 282,542 | $ | 149,051 | $ | 914,067 | $ | 631,662 | ||||||||
| Noncontrolling interest | (129,285 | ) | (71,423 | ) | (427,602 | ) | (303,166 | ) | ||||||||
| Net income available for common stockholders | $ | 153,257 | $ | 77,628 | $ | 486,465 | $ | 328,496 | ||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 1.65 | $ | 0.86 | $ | 5.27 | $ | 3.60 | ||||||||
| Diluted | $ | 1.65 | $ | 0.86 | $ | 5.27 | $ | 3.59 | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 88,465,017 | 84,797,006 | 87,396,136 | 85,319,476 | ||||||||||||
| Diluted | 88,465,017 | 84,797,006 | 87,396,136 | 85,461,108 | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income | $ | 282,542 | $ | 149,051 | $ | 914,067 | $ | 631,662 | ||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign exchange translation adjustment, net of taxes | (1,702 | ) | (2,715 | ) | (6,602 | ) | 14,564 | |||||||||
| Net change in unrealized cash flow hedges gain (loss), net of taxes | — | 264 | — | (748 | ) | |||||||||||
| Comprehensive income | $ | 280,840 | $ | 146,600 | $ | 907,465 | $ | 645,478 | ||||||||
| Less: Comprehensive income attributable to noncontrolling interest | (128,460 | ) | (70,373 | ) | (424,702 | ) | (309,087 | ) | ||||||||
| Comprehensive income available for common stockholders | $ | 152,380 | $ | 76,227 | $ | 482,763 | $ | 336,391 | ||||||||
Page 7
Exhibit 99.1
Virtu Financial, Inc. and Subsidiaries
Reconciliation to Non-GAAP Operating Data (Unaudited)
The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and selected Operating Margins.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Reconciliation of Trading income, net to Adjusted Net Trading Income | ||||||||||||||||
| Trading income, net | $ | 820,198 | $ | 529,060 | $ | 2,466,035 | $ | 1,771,839 | ||||||||
| Commissions, net and technology services | 172,226 | 154,483 | 538,396 | 459,649 | ||||||||||||
| Interest and dividends income | 151,155 | 127,419 | 424,559 | 364,878 | ||||||||||||
| Brokerage, exchange, clearance fees and payments for order flow, net | (242,063 | ) | (178,256 | ) | (639,877 | ) | (602,256 | ) | ||||||||
| Interest and dividends expense | (197,549 | ) | (165,691 | ) | (580,742 | ) | (462,232 | ) | ||||||||
| Adjusted Net Trading Income | $ | 703,967 | $ | 467,015 | $ | 2,208,371 | $ | 1,531,878 | ||||||||
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA | ||||||||||||||||
| Net income | 282,542 | 149,051 | 914,067 | 631,662 | ||||||||||||
| Financing interest expense on long-term borrowings | 43,179 | 33,297 | 112,851 | 95,739 | ||||||||||||
| Debt issue cost related to debt refinancing, prepayment and commitment fees | 1,562 | 1,517 | 4,692 | 4,880 | ||||||||||||
| Depreciation and amortization | 21,731 | 15,401 | 56,543 | 46,951 | ||||||||||||
| Amortization of purchased intangibles and acquired capitalized software | 11,783 | 11,783 | 35,349 | 35,349 | ||||||||||||
| Provision for income taxes | 48,557 | 30,939 | 169,161 | 119,084 | ||||||||||||
| EBITDA | $ | 409,354 | $ | 241,988 | $ | 1,292,663 | $ | 933,665 | ||||||||
| Severance | 2,407 | 19,122 | 6,327 | 24,479 | ||||||||||||
| Transaction advisory fees and expenses | — | 13 | — | 410 | ||||||||||||
| Termination of office leases | 5 | (6,510 | ) | 826 | (6,489 | ) | ||||||||||
| Gain on sale of RFQ-hub | — | — | — | (66,988 | ) | |||||||||||
| Other | (7,687 | ) | (13,682 | ) | (6,207 | ) | 783 | |||||||||
| Share based compensation | 33,804 | 26,882 | 101,625 | 71,341 | ||||||||||||
| Adjusted EBITDA | $ | 437,883 | $ | 267,813 | $ | 1,395,234 | $ | 957,201 | ||||||||
| Selected Operating Margins | ||||||||||||||||
| GAAP Net income Margin (1) | 24.5 | % | 18.1 | % | 26.6 | % | 23.7 | % | ||||||||
| Non-GAAP Net income Margin (2) | 40.1 | % | 31.9 | % | 41.4 | % | 41.2 | % | ||||||||
| EBITDA Margin (3) | 58.1 | % | 51.8 | % | 58.5 | % | 60.9 | % | ||||||||
| Adjusted EBITDA Margin (4) | 62.2 | % | 57.3 | % | 63.2 | % | 62.5 | % | ||||||||
1 Calculated by dividing Net income by Total revenue.
2 Calculated by dividing Net income by Adjusted Net Trading Income.
3 Calculated by dividing EBITDA by Adjusted Net Trading Income.
4 Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.
Page 8
Exhibit 99.1
Virtu Financial, Inc. and Subsidiaries
Reconciliation to Non-GAAP Operating Data (Unaudited)
(Continued)
The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS.
Three Months Ended September 30,
| Nine Months Ended September 30,
| |||||||||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Reconciliation of Net Income to Normalized Adjusted Net Income | ||||||||||||||||
| Net income | $ | 282,542 | $ | 149,051 | $ | 914,067 | $ | 631,662 | ||||||||
| Provision for income taxes | 48,557 | 30,939 | 169,161 | 119,084 | ||||||||||||
| Income before income taxes and noncontrolling interest | $ | 331,099 | $ | 179,990 | $ | 1,083,228 | $ | 750,746 | ||||||||
| Amortization of purchased intangibles and acquired capitalized software | 11,783 | 11,783 | 35,349 | 35,349 | ||||||||||||
| Debt issue cost related to debt refinancing, prepayment and commitment fees | 1,562 | 1,517 | 4,692 | 4,880 | ||||||||||||
| Severance | 2,407 | 19,122 | 6,327 | 24,479 | ||||||||||||
| Transaction advisory fees and expenses | — | 13 | — | 410 | ||||||||||||
| Termination of office leases | 5 | (6,510 | ) | 826 | (6,489 | ) | ||||||||||
| Gain on sale of RFQ-hub | — | — | — | (66,988 | ) | |||||||||||
| Other | (7,687 | ) | (13,682 | ) | (6,207 | ) | 783 | |||||||||
| Share based compensation | 33,804 | 26,882 | 101,625 | 71,341 | ||||||||||||
| Normalized Adjusted Net Income before income taxes | $ | 372,973 | $ | 219,115 | $ | 1,225,840 | $ | 814,511 | ||||||||
| Normalized provision for income taxes (1) | 89,514 | 52,589 | 294,202 | 195,483 | ||||||||||||
| Normalized Adjusted Net Income | $ | 283,459 | $ | 166,526 | $ | 931,638 | $ | 619,028 | ||||||||
| Weighted Average Adjusted shares outstanding (2) | 159,775,309 | 158,817,572 | 159,725,948 | 159,692,628 | ||||||||||||
| Normalized Adjusted EPS | $ | 1.77 | $ | 1.05 | $ | 5.83 | $ | 3.88 | ||||||||
| (1) Reflects U.S. federal, state, and local income tax rate applicable to corporations of approximately 24% for all periods presented. | ||||||||
| (2) Assumes that (1) holders of all vested and unvested non-vesting Virtu Financial Units (together with corresponding shares of the Company's Class C common stock, par value $0.00001 per share (the “Class C Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of Class A Common Stock on a one-for-one basis, (2) holders of all Virtu Financial Units (together with corresponding shares of the Company's Class D common stock, par value $0.00001 per share (the “Class D Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of the Company's Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-for-one basis, and subsequently exercised their right to convert the shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. Includes additional shares from the dilutive impact of restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan during the three and nine months ended September 30, 2026 and 2025. | ||||||||
Page 9
Exhibit 99.1
Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition (Unaudited)
| (in thousands, except share data) | September 30, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 1,516,624 | $ | 1,061,697 | ||||
| Cash and securities segregated under regulations and other | 58,759 | 64,744 | ||||||
| Securities borrowed | 3,565,819 | 3,191,138 | ||||||
| Securities purchased under agreements to resell | 1,730,184 | 988,929 | ||||||
| Receivables from broker-dealers and clearing organizations | 3,066,691 | 1,896,405 | ||||||
| Receivables from customers | 220,701 | 161,561 | ||||||
| Trading assets, at fair value | 13,772,164 | 10,551,557 | ||||||
| Property, equipment and capitalized software, net | 175,337 | 96,378 | ||||||
| Operating lease right-of-use assets | 219,385 | 213,707 | ||||||
| Goodwill | 1,148,926 | 1,148,926 | ||||||
| Intangibles (net of accumulated amortization) | 119,582 | 154,931 | ||||||
| Deferred taxes | 78,627 | 92,422 | ||||||
| Other assets | 712,486 | 528,341 | ||||||
| Total assets | 26,385,285 | 20,150,736 | ||||||
| Liabilities and equity | ||||||||
| Liabilities | ||||||||
| Short-term borrowings, net | 184,119 | 12,382 | ||||||
| Securities loaned | 4,008,974 | 3,477,831 | ||||||
| Securities sold under agreements to repurchase | 2,092,530 | 1,405,639 | ||||||
| Payables to broker-dealers and clearing organizations | 1,464,692 | 998,276 | ||||||
| Payables to customers | 63,747 | 43,103 | ||||||
| Trading liabilities, at fair value | 12,192,294 | 9,105,263 | ||||||
| Tax receivable agreement obligations | 173,090 | 181,855 | ||||||
| Accounts payable and accrued expenses and other liabilities | 931,393 | 652,352 | ||||||
| Operating lease liabilities | 264,963 | 261,169 | ||||||
| Long-term borrowings, net | 2,520,360 | 2,039,463 | ||||||
| Total liabilities | 23,896,162 | 18,177,333 | ||||||
| Total equity | 2,489,123 | 1,973,403 | ||||||
| Total liabilities and equity | $ | 26,385,285 | $ | 20,150,736 | ||||
| As of September 30, 2026 | ||||||||
| Ownership of Virtu Financial LLC Interests: | Interests | % | ||||||
| Virtu Financial, Inc. - Class A Common Stock and Restricted Stock Units | 93,050,798 | 58.3% | ||||||
| Non-controlling Interests (Virtu Financial LLC) | 66,689,109 | 41.7% | ||||||
| Total Virtu Financial LLC Interests | 159,739,907 | 100.0% | ||||||
Page 10
Exhibit 99.1
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 may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding Virtu Financial, Inc.’s (“Virtu’s”, the “Company’s” or “our”) business that are not historical facts are forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties, some or all of which are not predictable or within Virtu’s control, that could cause actual performance or results to differ materially from those expressed in the statements. Those risks and uncertainties include, without limitation: fluctuations in trading volume and volatilities in the markets in which we operate; the ability of our trading counterparties, clients, and various clearing houses to perform their obligations to us; the performance and reliability of our customized trading platform; the risk of material trading losses from our market making activities; swings in valuations in securities or other instruments in which we hold positions; increasing competition and consolidation in our industry; the risk that cash flow from our operations and other available sources of liquidity will not be sufficient to fund our various ongoing obligations, including operating expenses, short-term funding requirements, margin requirements, capital expenditures, debt service and dividend payments; regulatory and legal uncertainties and other potential changes associated with our industry, particularly in light of increased attention from media, regulators and lawmakers to market structure and related issues including but not limited to the retail trading environment, wholesale market making and off exchange trading more generally and payment for order flow arrangements; potential adverse results from legal or regulatory proceedings; our ability to remain technologically competitive and to ensure that the technology we utilize is not vulnerable to security risks, hacking and cyber-attacks; risks associated with third party software and technology infrastructure. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, see Virtu’s Securities and Exchange Commission filings, including but not limited to Virtu’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
CONTACT
Investor Relations
Matthew Sandberg
investor_relations@virtu.com
Page 11