Virtu Financial (VIRT) CFO reports RSU grant, vesting and tax share withholding

Rhea-AI Filing Summary

Virtu Financial, Inc.’s Chief Financial Officer reported equity compensation activity and an amendment to a prior insider filing. On February 4, 2025, the CFO acquired 2,343 shares of Class A common stock and had 1,296 shares withheld to cover taxes under the company’s 2015 Management Incentive Plan.

The CFO also received a new grant of 3,514 restricted stock units (RSUs), which are scheduled to vest in February 2026, 2027 and 2028, and 2,343 RSUs vested on February 4, 2025. The filing notes indirect holdings of 4,760 non-voting Virtu Financial LLC units through Virtu Employee Holdco LLC, with beneficial ownership disclaimed except for the CFO’s pecuniary interest. This amendment clarifies that the 2,343 vested RSUs are reflected in both the non-derivative and derivative tables.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Cindy

(Last) (First) (Middle)

1633 BROADWAY

41ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/04/2026

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	02/04/2025		A		2,343	A	(1)	14,673	D
Class A common stock	02/04/2025		F		1,296	D	(2)	13,377	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	02/04/2025		A		3,514		(4)	(4)	Class A common stock	3,514	$0	47,101	D
Restricted Stock Unit	(3)	02/04/2025		M			2,343	(5)	(5)	Class A common stock	2,343	$0	44,758	D
Non-voting common interest units of Virtu Financial LLC	(6)							(6)	(6)	Class A common stock	4,760		4,760	I	See footnote(7)

Explanation of Responses:

1. Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of $39.8369.

2. Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.

3. 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.

4. The RSUs vest in February 2026, 2027 and 2028.

5. The RSUs vested on February 4, 2025.

6. 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.

7. 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:

Amended to reflect the previously reported vesting of 2,343 RSUs in Table II, in addition to Table I. Original filing only reflected such vesting in Table I.

	Justin Waldie, as Attorney-in-Fact	02/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity transactions did Virtu Financial (VIRT) report for its CFO?

The CFO reported acquiring 2,343 Class A shares and having 1,296 shares withheld for taxes on February 4, 2025. These arose from restricted stock units vesting under Virtu’s Amended and Restated 2015 Management Incentive Plan.

How many restricted stock units did the Virtu Financial (VIRT) CFO receive and when do they vest?

The CFO received 3,514 new restricted stock units on February 4, 2025. These RSUs vest in three annual installments in February 2026, February 2027, and February 2028, each representing a right to one share of Class A common stock.

Why was this Form 4/A amendment filed for Virtu Financial (VIRT)?

The amendment was filed to clarify that the previously reported vesting of 2,343 RSUs on February 4, 2025 is shown in both Table I and Table II. The original filing reflected this vesting only in the non-derivative securities table.

What tax-related stock withholding did Virtu Financial (VIRT) disclose for its CFO?

Virtu disclosed that 1,296 shares of Class A common stock were withheld for taxes on February 4, 2025. This withholding was done under the Amended and Restated 2015 Management Incentive Plan when restricted stock units vested.

What indirect equity interests in Virtu Financial (VIRT) does the CFO report?

The CFO reports indirect beneficial ownership of 4,760 non-voting common interest units of Virtu Financial LLC through Virtu Employee Holdco LLC. The CFO disclaims beneficial ownership of these units except to the extent of his pecuniary interest in the vehicle.

How are Virtu Financial LLC units exchangeable into Virtu Financial (VIRT) Class A shares?

Under an Exchange Agreement effective April 15, 2015, Virtu Financial LLC units, together with corresponding Class C shares, may be exchanged one-for-one into Class A common stock. Class A shares carry one vote and full economic rights, and the exchange rights do not expire.