Virtu Financial (VIRT) EVP Stephen Cavoli logs RSU vesting, tax withholdings and new grant

Rhea-AI Filing Summary

Virtu Financial EVP Stephen Cavoli reported equity compensation activity involving Class A common stock and restricted stock units (RSUs). On February 3 and 4, 2026, previously granted RSUs vested and were settled into shares of Class A common stock, with a portion of those shares withheld by the company to cover taxes.

Cavoli also received a new grant of 22,593 RSUs on February 4, 2026, which will vest in three equal installments on February 4, 2027, February 4, 2028, and February 4, 2029. Following these transactions, he directly holds 216,191 shares of Class A common stock and 85,463 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)
02/03/2026

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	02/03/2026		M		11,588	A	(1)	211,049	D
Class A common stock	02/03/2026		F		5,916	D	(2)	205,133	D
Class A common stock	02/04/2026		M		7,531	A	(1)	212,664	D
Class A common stock	02/04/2026		F		3,845	D	(2)	208,819	D
Class A common stock	02/04/2026		A		15,062	A	(3)	223,881	D
Class A common stock	02/04/2026		F		7,690	D	(2)	216,191	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	(4)	02/03/2026		M			11,588	(5)	(5)	Class A common stock	11,588	$0	70,401	D
Restricted Stock Unit	(4)	02/04/2026		M			7,531	(6)	(6)	Class A common stock	7,531	$0	62,870	D
Restricted Stock Unit	(4)	02/04/2026		A		22,593		(7)	(7)	Class A common stock	22,593	$0	85,463	D

Explanation of Responses:

1. 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.

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 Amended and Restated 2015 Management Incentive Plan.

3. Shares of Class A common stock granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.

4. 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.

5. The RSUs vested on February 3, 2026.

6. The RSUs vested on February 4, 2026.

7. The RSUs vest in three equal installments on February 4, 2027, February 4, 2028 and February 4, 2029.

Remarks:

	Justin Waldie, as Attorney-in-Fact	02/05/2026
	** 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).
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FAQ

What insider activity did Virtu Financial (VIRT) report for EVP Stephen Cavoli?

Virtu Financial reported equity compensation activity for EVP Stephen Cavoli, including RSU vesting, share settlements, tax withholding, and a new RSU grant. These transactions adjust his mix of directly held Class A shares and unvested restricted stock units under the company’s management incentive plan.

How many Virtu Financial (VIRT) RSUs vested for EVP Stephen Cavoli in February 2026?

RSUs vested for Stephen Cavoli on February 3 and February 4, 2026, and were settled into shares of Virtu Financial Class A common stock. The filing shows associated “M” transactions for 11,588 RSUs on February 3 and 7,531 RSUs on February 4, reflecting these vesting events.

What new RSU grant did Virtu Financial (VIRT) give EVP Stephen Cavoli?

On February 4, 2026, Stephen Cavoli received a grant of 22,593 restricted stock units. These RSUs were issued under Virtu Financial’s management incentive plan and represent contingent rights to receive Class A common shares if service-based vesting conditions are satisfied on specified future dates.

When will Stephen Cavoli’s new Virtu Financial (VIRT) RSUs vest?

The new 22,593 RSU grant to Stephen Cavoli vests in three equal installments. Vesting is scheduled on February 4, 2027, February 4, 2028, and February 4, 2029, aligning the compensation with longer-term service and creating a multi‑year incentive horizon for the executive.

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

After the reported February 2026 transactions, Stephen Cavoli directly holds 216,191 shares of Virtu Financial Class A common stock. He also beneficially owns 85,463 restricted stock units, which represent future rights to receive additional shares if the applicable vesting conditions are met.

Why were some Virtu Financial (VIRT) shares withheld in Stephen Cavoli’s Form 4?

Some Class A shares were withheld by Virtu Financial to satisfy tax obligations arising from the RSU vesting events. The filing notes that these withheld shares relate to settlement of vested RSUs under the company’s management incentive plan and are reported with transaction code “F.”