[Form 4] Virtu Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Virtu Financial, Inc. reported equity compensation activity for CEO and director Aaron Wyatt Simons. On January 31, 2026, 37,500 restricted stock units tied to 2024 performance vested into Class A shares, and 53,125 performance-based Class A shares for 2025 were earned and granted. The company withheld 15,128 and 21,432 Class A shares for taxes on that date.

Simons also received 53,125 new performance-based RSUs for 2025 that are scheduled to vest on January 31, 2027, and 11,782 RSUs vested and settled into Class A shares on February 2, 2026, with 4,752 shares withheld for taxes. In addition, 520,184 non-voting Virtu Financial LLC units are held indirectly through Virtu Employee Holdco LLC and are exchangeable one-for-one into Class A common stock, with Simons only recognizing his pecuniary interest in that vehicle.

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^*

Simons Aaron Wyatt

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY, 41ST FL

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

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

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	01/31/2026		M		37,500	A	(1)	37,593	D
Class A common stock	01/31/2026		F		15,128	D	(2)	22,465	D
Class A common stock	01/31/2026		A		53,125	A	(3)	75,590	D
Class A common stock	01/31/2026		F		21,432	D	(2)	54,158	D
Class A common stock	02/02/2026		M		11,782	A	(4)	65,940	D
Class A common stock	02/02/2026		F		4,752	D	(2)	61,188	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	57,743	D
Restricted Stock Unit	(6)	01/31/2026		A		53,125		(7)	(7)	Class A common stock	53,125	$0	110,868	D
Restricted Stock Unit	(8)	02/02/2026		M			11,782	(9)	(9)	Class A common stock	11,782	$0	99,086	D
Non-voting common interest units of Virtu Financial LLC	(10)							(10)	(10)	Class A common stock	520,184		520,184	I	See footnote(11)

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 Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.

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

3. 53,125 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 vested on January 31, 2026. The shares are granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.

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

5. The RSUs vested on January 31, 2026.

6. 53,125 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 Plan and pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.

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 February 2, 2026.

10. 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.

11. 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	02/03/2026
	** Signature of Reporting Person	Date
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