VIRT Form 3: Aaron Wyatt Simons Reports 95K RSUs and 520K LLC Units

Rhea-AI Filing Summary

Aaron Wyatt Simons, identified as a Director and Chief Executive Officer of Virtu Financial, reports a mix of direct and derivative holdings. He directly owns 93 Class A shares, holds 95,243 restricted stock units (each a contingent right to one Class A share), and has an indirect interest in 520,184 Virtu Financial LLC units held through Virtu Employee Holdco LLC that are exchangeable one-for-one into Class A shares under the Exchange Agreement; he disclaims beneficial ownership of units held by the Holdco except to the extent of his pecuniary interest.

Positive

• Clear officer/director disclosure: Reporting person identified as both Chief Executive Officer and a Director.
• Substantial convertible economic interest: 520,184 Virtu Financial LLC units are exchangeable one-for-one into Class A shares under the Exchange Agreement.
• Significant RSU holdings: 95,243 restricted stock units representing contingent rights to Class A shares with specified vesting schedules.

Negative

• Minimal direct voting shares: Only 93 Class A shares are directly owned, limiting immediate voting power from direct holdings.
• Indirect holdings held through employee vehicle: Units are held via Virtu Employee Holdco LLC and the reporting person disclaims beneficial ownership except for pecuniary interest, which may reduce direct control.

Insights

Securities Analyst

TL;DR: Routine Form 3 shows CEO/director economic exposure to ~615k+ shares primarily via RSUs and exchangeable LLC units; disclosure is standard.

The filing discloses specific holdings: 93 directly owned Class A shares, 95,243 RSUs (contingent rights to Class A shares) and 520,184 Virtu Financial LLC units that are exchangeable one-for-one into Class A shares. The sizeable indirect position is held through Virtu Employee Holdco LLC and the reporting person expressly disclaims beneficial ownership of units held by that vehicle except for his pecuniary interest. This is a standard initial beneficial ownership disclosure for an officer/director and provides clear detail on the composition and convertibility of the reported interests.

Corporate Governance Expert

TL;DR: Officer and director ownership is disclosed with a mix of direct shares, time-based RSUs and exchangeable LLC units; governance impact is limited until exchanges or vesting occur.

The record shows leadership transparency by reporting both direct and derivative positions. The RSUs represent contingent rights to shares with specified vesting tranches, while the 520,184 LLC units carry perpetual exchange rights into voting Class A shares at the holder's discretion. Because many shares are in the form of RSUs or indirect units held in a collective employee vehicle, actual voting control from these holdings is constrained until vesting or exchange actions are taken; the reporting person also disclaims beneficial ownership of units held by the employee holding vehicle except for pecuniary interest, which is an important governance detail.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Simons Aaron Wyatt

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2025

3. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc. [ VIRT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	93	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(1)	Class A common stock	95,243	(2)	D
Non-voting common interest units of Virtu Financial LLC	(3)	(3)	Class A common stock	520,184	(3)	I	See footnote(4)

Explanation of Responses:

1. Includes (i) 11,588 RSUs granted on February 3, 2023 that vest on February 3, 2026, (ii) 61,063 RSUs granted on February 2, 2024 that vest as to 37,500 on January 31, 2026, 11,782 on February 2, 2026 and 11,781 on February 2, 2027; and (iii) 22,592 RSUs granted on February 4, 2025 that vest as to 7,531 on each of February 4, 2026 and February 4, 2027, and 7,530 on February 4, 2028.

2. Each RSU was 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.

3. 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.

4. 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.

Remarks:

Exhibit 24.1: Power of Attorney.

	Justin Waldie, as Attorney-in-Fact	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

Who filed the Form 3 for Virtu Financial (VIRT)?

Aaron Wyatt Simons, identified in the filing as a Director and Chief Executive Officer of Virtu Financial, Inc.

What does Aaron Wyatt Simons directly own in VIRT?

Directly owns 93 Class A common shares of Virtu Financial, Inc.

How many RSUs does the reporting person hold and what do they represent?

95,243 restricted stock units representing contingent rights to receive one Class A share each; grants include tranches from 2023, 2024 and 2025 with specified vesting schedules.

What is the size and nature of the indirect interest disclosed?

520,184 non-voting common units of Virtu Financial LLC, held indirectly and exchangeable one-for-one for Class A common stock under the Exchange Agreement; exchange rights do not expire.

Does the reporting person claim beneficial ownership of units held by Virtu Employee Holdco LLC?

The reporting person disclaims beneficial ownership of units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest.