Virtu Employee Holdco logs equity exchange, keeps major holding

Rhea-AI Filing Summary

Virtu Financial, Inc. (VIRT) – Form 4 filing dated 08/05/2025

Virtu Employee Holdco LLC, a 10% owner and related party, reported an internal disposition of 224,662 Class C common shares and a corresponding reduction of 224,662 non-voting Virtu Financial LLC units on 08/01/2025. The transactions were executed under the company’s Exchange Agreement, which allows employees who elect to receive equity to swap Class C shares and LLC units for Class A common stock. Following the exchange, Virtu Employee Holdco LLC still beneficially owns 3,256,634 shares/units, maintaining its status as a significant insider holder.

No open-market sales, cash proceeds, or option exercises were disclosed; the activity reflects a reclassification of equity rather than a liquidity event. The filing does not alter total fully diluted share count, carries no reported price, and appears routine under Virtu’s capital structure mechanics.

Insights

Equity Market Analyst

TL;DR: Insider shifted 224k Class C shares into Class A via routine exchange; stake still >3.2 m shares, limited market impact.

The Form 4 shows an internal conversion required when employees elect to receive Class A stock. No shares hit the open market and no price was disclosed, so the move is accounting-driven. Virtu Employee Holdco LLC remains a 10%+ holder, signalling continued alignment with common shareholders. Given the modest size versus the remaining position and the absence of cash proceeds, I view the disclosure as neutral for valuation and sentiment.

Corporate Governance Specialist

TL;DR: Routine equity repapering under Exchange Agreement; governance risk unchanged.

The filing reflects contractual mechanics in Virtu’s dual-class structure: Class C holders convert into Class A upon employee departure or election. Such movements are expected and do not introduce additional voting dilution because Class C shares carry 1:1 voting rights with Class A. The continuing 3.3 m-share holding ensures the reporting entity’s governance influence persists. I see no red flags or shareholder-rights concerns arising from this transaction.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Virtu Employee Holdco LLC

(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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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 C common stock	08/01/2025		D		224,662	D	(1)	3,256,634	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
Non-voting common interest units of Virtu Financial LLC	(2)	08/01/2025		D			224,662	(2)	(2)	Class A common stock	224,662	(2)	3,256,634	D

Explanation of Responses:

1. Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 2).

2. Pursuant to the terms of Virtu Financial LLC's operating agreement, Virtu Financial LLC may repurchase Virtu Financial Units held by the reporting person on behalf of an employee or director upon such person's departure from the Company.

Remarks:

	Justin Waldie, as Attorney-in-Fact	08/05/2025
	** 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

How many Virtu Financial (VIRT) shares did the insider dispose of?

Virtu Employee Holdco LLC reported a disposition of 224,662 Class C shares and an equal number of LLC units.

What is the insider’s remaining stake after the transaction?

The reporting person now beneficially owns 3,256,634 shares/units.

Was this an open-market sale of VIRT stock?

No. The filing indicates an internal exchange under the company’s Exchange Agreement, not an open-market sale.

Does the transaction affect Virtu’s total share count or cash balance?

No financial consideration or share issuance was reported; it is a reclassification of existing equity.

Why did the insider convert shares?

Conversions occur when employees elect to hold Class A shares or depart, as permitted by Virtu Financial LLC’s operating agreement.