Virtu officer sold 90,701 shares; retains 94,065 RSUs and exchangeable units

Rhea-AI Filing Summary

Brett Fairclough, Co‑President & Co‑COO of Virtu Financial (VIRT), reported a sale of 90,701 shares of Class A common stock on 08/07/2025 at a weighted average price of $42.4036 (individual trades ranged $42.225–$42.66). The filing reports 0 Class A shares directly owned following the transaction. Fairclough continues to hold 94,065 restricted stock units (each representing a contingent right to one share) and 10,930 non‑voting Virtu Financial LLC units held indirectly through Virtu Employee Holdco LLC, which may be exchanged for Class A shares under the Exchange Agreement. The RSUs vest in multiple installments in early 2026–2028 as detailed in the filing.

Positive

• Continued equity alignment: Reporting person retains 94,065 RSUs and 10,930 exchangeable LLC units, preserving potential future ownership.
• Detailed vesting schedule disclosed: RSU vesting dates and installment amounts are explicitly provided, improving transparency on potential future dilution and insider incentives.
• Price transparency: Filing discloses a weighted average sale price of $42.4036 and price range $42.225–$42.66, and the filer offers to provide detailed per‑trade quantities on request.

Negative

• Large insider sale: 90,701 Class A shares were sold on 08/07/2025, a material disposition of equity by a senior officer.
• Direct ownership reduced to zero: The filing reports 0 Class A shares directly owned following the reported transaction.

Insights

Financial Analyst

TL;DR: Officer sold ~90.7k shares; retains substantial RSUs and exchangeable units—transaction is informationally neutral.

The Form 4 discloses a sizable open‑market sale of 90,701 Class A shares at a weighted average price of $42.4036 and shows direct holdings reduced to zero. Material continuing equity exposure is preserved via 94,065 RSUs and 10,930 exchangeable units held indirectly. The RSU vesting schedule is explicit, providing a timeline for potential future share issuance. On balance this is a routine insider disposition with continued alignment through unvested awards; it does not by itself provide evidence of a change in company fundamentals.

Corporate Governance Expert

TL;DR: Direct ownership cleared out while unvested awards and exchange rights remain—filing is transparent on holdings and vesting.

The disclosure details both direct and indirect positions and includes footnotes explaining exchange rights and the vested/unvested status of awards. The filing also states the sale price range and the reporting person's undertaking to provide granular price/quantity information on request, which supports transparency. The presence of exchangeable LLC units and a holding vehicle (Virtu Employee Holdco LLC) is clearly noted along with a disclaimer of beneficial ownership except for pecuniary interest, which investors and governance reviewers should consider when assessing insider alignment.

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^*

Fairclough Brett

(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)
	Co-President & Co-COO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. 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 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	08/07/2025		S		90,701	D	$42.4036(1)	0	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	(2)							(3)	(3)	Class A common stock	94,065		94,065	D
Non-voting common interest units of Virtu Financial LLC	(4)							(4)	(4)	Class A common stock	10,930		10,930	I	See footnote(5)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $42.225 to $42.66, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. 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.

3. The RSUs vest in installments as follows: 11,588 vest on February 3, 2026; 22,385 vest in equal annual installments on February 2, 2026 and February 2, 2027; 22,592 vest in equal annual installments on February 4, 2026, February 4, 2027 and February 4, 2028; and 37,500 vest on January 31, 2026.

4. 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 of the Issuer, 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.

5. 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:

	Justin Waldie, as Attorney-in-Fact	08/08/2025
	** 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 4 (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

What did Brett Fairclough (VIRT) sell on 08/07/2025?

He sold 90,701 Class A shares of Virtu Financial on 08/07/2025 at a weighted average price of $42.4036 (trades ranged $42.225–$42.66).

How many shares does Brett Fairclough still effectively hold after the sale?

The filing reports 0 Class A shares directly owned after the sale, but he holds 94,065 RSUs and 10,930 non‑voting Virtu Financial LLC units indirectly.

What are the unvested RSU details for Brett Fairclough?

The filing states 94,065 RSUs granted under the company's plan with vesting in multiple installments: 11,588 on Feb 3, 2026; 22,385 in equal annual installments on Feb 2, 2026 and Feb 2, 2027; 22,592 in equal annual installments on Feb 4, 2026, Feb 4, 2027 and Feb 4, 2028; and 37,500 on Jan 31, 2026.

What are the 10,930 non‑voting units reported on the Form 4?

Those are non‑voting common interest units of Virtu Financial LLC held indirectly via Virtu Employee Holdco LLC; they may be exchanged for Class A common stock on a one‑for‑one basis under the Exchange Agreement.

Who is the reporting person and what is their role at VIRT?

The reporting person is Brett Fairclough, who is identified as Co‑President & Co‑COO of Virtu Financial, Inc.