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Virtu Financial (VIRT) director adds Class A shares through RSU vesting and new grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Virtu Financial, Inc. director William Frank Cruger Jr. reported equity compensation-related transactions on July 1, 2026. He exercised vested restricted stock units to acquire 3,392 shares of Class A common stock at an exercise price of $0.00 per share, bringing his direct Class A holdings to 67,775 shares.

He also received a new grant of 2,504 restricted stock units (RSUs), each representing a contingent right to one share of Class A common stock, scheduled to vest on July 1, 2027. Separately, 6,389 non-voting Virtu Financial LLC units, indirectly held through Virtu Employee Holdco LLC, are exchangeable one-for-one into Class A shares under an Exchange Agreement with no expiration, and are subject to time-based vesting; he disclaims beneficial ownership in those units except for his pecuniary interest.

Positive

  • None.

Negative

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Insider Cruger William Frank Jr.
Role null
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,392 $0.00 --
Grant/Award Restricted Stock Unit 2,504 $0.00 --
Exercise Class A common stock 3,392 $0.00 --
holding Non-voting common interest units of Virtu Financial LLC -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Class A common stock — 67,775 shares (Direct, null); Non-voting common interest units of Virtu Financial LLC — 6,389 shares (Indirect, See footnote)
Footnotes (1)
  1. Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan. Each RSU is granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vested on July 1, 2026. The RSUs vest on July 1, 2027. 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. 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. 6,389 Virtu Financial Units held by the reporting person are subject to time-based vesting.
RSUs exercised into Class A 3,392 shares Shares of Class A common stock issued upon RSU settlement on July 1, 2026
Direct Class A holdings after transaction 67,775 shares Total Class A common stock directly owned following July 1, 2026 exercise
New RSU grant 2,504 RSUs RSUs granted under 2015 Management Incentive Plan, vesting July 1, 2027
Indirect Virtu Financial LLC units 6,389 units Non-voting LLC units indirectly held via Virtu Employee Holdco LLC, time-based vesting
Underlying Class A from LLC units 6,389 shares Underlying Class A common stock exchangeable one-for-one under Exchange Agreement
Exercise price of RSUs and units $0.00 per unit/share Conversion or exercise price shown as 0.0000 for RSUs and LLC units
Restricted Stock Unit financial
"Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Management Incentive Plan financial
"granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan."
A management incentive plan is a structured pay program that rewards company executives and senior managers when they meet specific goals, using cash bonuses, stock awards, or options. It matters to investors because it helps align leaders’ actions with shareholder interests—like tying a coach’s bonus to a team’s wins—while influencing retention, risk-taking and potential share dilution, all of which can affect company performance and stock value.
Exchange Agreement financial
"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"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Virtu Financial Units financial
"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"
pecuniary interest financial
"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."
Virtu Employee Holdco LLC financial
"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."
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SEC Form 4
FORM 4UNITED 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*
Cruger William Frank Jr.

(Last)(First)(Middle)
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY

(Street)
NEW YORK NEW YORK 10019

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc. [ VIRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A common stock07/01/2026M3,392A(1)67,775D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)07/01/2026M3,392 (3) (3)Class A common stock3,392$00D
Restricted Stock Unit(2)07/01/2026A2,504 (4) (4)Class A common stock2,504$02,504D
Non-voting common interest units of Virtu Financial LLC(5)(5) (5) (5)Class A common stock6,3896,389ISee footnote(6)
Explanation of Responses:
1. Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
2. Each RSU is granted under the Issuer's Second 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 vested on July 1, 2026.
4. The RSUs vest on July 1, 2027.
5. 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.
6. 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. 6,389 Virtu Financial Units held by the reporting person are subject to time-based vesting.
Remarks:
Justin Waldie, as Attorney-in-Fact07/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Virtu Financial (VIRT) director William Frank Cruger Jr. report in this Form 4?

He reported equity compensation activity, including exercising vested restricted stock units into Class A common stock and receiving a new RSU grant. These are compensation-related entries, not open-market purchases or sales, and update his direct and indirect ownership in Virtu equity-linked instruments.

How many Virtu Financial (VIRT) Class A shares does Cruger hold after the reported transactions?

After exercising vested RSUs, he holds 67,775 shares of Virtu Class A common stock directly. This figure reflects his position following the July 1, 2026 transaction in which 3,392 shares were issued upon settlement of vested restricted stock units.

What new restricted stock units did Cruger receive from Virtu Financial (VIRT)?

He received a grant of 2,504 restricted stock units (RSUs), each representing a contingent right to one share of Class A common stock. According to the disclosure, these RSUs vest on July 1, 2027 under Virtu’s Second Amended and Restated 2015 Management Incentive Plan.

What are Virtu Financial LLC units and how can they convert into VIRT Class A shares?

Non-voting Virtu Financial LLC units, together with Class C common stock, may be exchanged one-for-one into Virtu Class A common stock under an Exchange Agreement. The filing notes these exchange rights do not expire and provide voting and economic rights through the resulting Class A shares.

Is there any indication of open-market buying or selling by Cruger in this Virtu Financial (VIRT) Form 4?

No open-market buy or sell codes appear. Reported codes include M for exercising derivative securities and A for a grant, reflecting RSU vesting and new awards. These actions are compensation-related rather than discretionary market purchases or sales of Virtu stock.