Virtu (VIRT) EVP Stephen Cavoli details RSU vesting, new awards and tax withholdings

Rhea-AI Filing Summary

Virtu Financial EVP Stephen Cavoli reported multiple equity compensation events tied to performance-based awards. On January 31, 2026, 37,500 restricted stock units (RSUs) for 2024 performance vested and settled into Class A common shares, and 37,500 performance-based shares for 2025 also vested. Virtu withheld blocks of shares for taxes in connection with these settlements. Cavoli also received a new grant of 37,500 RSUs for 2025 performance that will vest on January 31, 2027. On February 2, 2026, an additional 10,309 RSUs vested and were settled in shares, with further tax withholding. After these transactions, Cavoli directly held 199,461 Class A shares and 81,989 RSUs.

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^*

Cavoli Stephen

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY

(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)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

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	01/31/2026		M		37,500	A	(1)	195,203	D
Class A common stock	01/31/2026		F		19,144	D	(2)	176,059	D
Class A common stock	01/31/2026		A		37,500	A	(3)	213,559	D
Class A common stock	01/31/2026		F		19,144	D	(2)	194,415	D
Class A common stock	02/02/2026		M		10,309	A	(4)	204,724	D
Class A common stock	02/02/2026		F		5,263	D	(2)	199,461	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	(1)	01/31/2026		M			37,500	(5)	(5)	Class A common stock	37,500	$0	54,798	D
Restricted Stock Unit	(6)	01/31/2026		A		37,500		(7)	(7)	Class A common stock	37,500	$0	92,298	D
Restricted Stock Unit	(8)	02/02/2026		M			10,309	(9)	(9)	Class A common stock	10,309	$0	81,989	D

Explanation of Responses:

1. 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024 and vested and settled in shares of Class A common stock on January 31, 2026. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.

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

3. 37,500 shares of class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 and vested on January 31, 2026. The shares were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.

4. Shares of Class A common stock issued in settlement of vested RSUs granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.

5. The RSUs vested January 31, 2026.

6. 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2025. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.

7. The RSUs vest January 31, 2027.

8. 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.

9. The RSUs vested on February 2, 2026.

Remarks:

Amendment corrects transaction codes in Table I box 3 for withheld shares.

	Justin Waldie, as Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What did Virtu Financial (VIRT) EVP Stephen Cavoli report in this Form 4/A?

Stephen Cavoli reported vesting and settlement of multiple performance-based RSUs into Class A common stock, new RSU grants, and related tax-withholding share reductions, all under Virtu’s 2015 Management Incentive Plan and his amended and restated employment agreement.

How many Virtu (VIRT) shares and RSUs did Stephen Cavoli hold after these transactions?

Following the reported transactions, Stephen Cavoli directly beneficially owned 199,461 shares of Virtu Class A common stock and 81,989 restricted stock units, reflecting the net effect of vesting, share issuances, and shares withheld to cover tax obligations.

What performance periods did the reported Virtu (VIRT) RSU awards to Stephen Cavoli relate to?

The filing shows 37,500 RSUs earned for Virtu’s 2024 performance and 37,500 RSUs earned for 2025 performance, with both tied to performance objectives under the Second Amended and Restated 2015 Management Incentive Plan and Cavoli’s amended employment agreement.

When did Stephen Cavoli’s Virtu (VIRT) RSUs vest and settle into common stock?

RSUs linked to 2024 performance vested and settled into shares on January 31, 2026. Performance-based shares for 2025 also vested that day, and an additional block of 10,309 RSUs vested on February 2, 2026, all converting into Class A common stock.

Why were some Virtu (VIRT) shares withheld from Stephen Cavoli in this filing?

The filing states that certain Class A shares were withheld by Virtu to satisfy tax obligations arising from the settlement of vested RSUs. These withholdings are reported using transaction code “F” and reduce the net number of shares delivered to Cavoli.

What are the key terms of Stephen Cavoli’s new Virtu (VIRT) RSU grant?

Cavoli received a grant of 37,500 RSUs earned for 2025 performance under Virtu’s Second Amended and Restated 2015 Management Incentive Plan. Each RSU represents a contingent right to one Class A share and is scheduled to vest on January 31, 2027.

What does the amendment in this Virtu (VIRT) Form 4/A correct?

The amendment notes that it corrects transaction codes in Table I, box 3 for shares withheld. This clarifies the coding of tax-withholding transactions without changing the underlying share amounts or vesting details previously reported for Stephen Cavoli.