Virtu Financial (VIRT) Co-President reports RSU vesting, tax withholdings and new award

Rhea-AI Filing Summary

Virtu Financial Co-President & Co-COO Joseph Molluso reported equity compensation activity involving Class A common stock and stock units. On February 3, 2026, 11,588 shares were issued upon RSU vesting, with 6,409 shares withheld for taxes, leaving 519,853 shares directly owned. On February 4, 2026, 15,062 additional shares were issued from vested RSUs and 8,330 shares were withheld for taxes, bringing his direct Class A common stock holdings to 526,585 shares.

Derivative transactions show RSU conversions and awards at no cash exercise price. After these, he held 86,347 restricted stock units and 7,531 deferred stock units, with the newly granted 22,593 RSUs scheduled to vest in three equal installments on February 4, 2027, 2028, and 2029.

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^*

Molluso Joseph

(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)
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)	526,262	D
Class A common stock	02/03/2026		F		6,409	D	(2)	519,853	D
Class A common stock	02/04/2026		A		15,062	A	(3)	534,915	D
Class A common stock	02/04/2026		F		8,330	D	(2)	526,585	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	71,285	D
Restricted Stock Unit	(4)	02/04/2026		M			7,531	(6)	(6)	Class A common stock	7,531	$0	63,754	D
Deferred Stock Unit	(7)	02/04/2026		M		7,531		(8)	(8)	Class A common stock	7,531	$0	7,531	D
Restricted Stock Unit	(4)	02/04/2026		A		22,593		(9)	(9)	Class A common stock	22,593	$0	86,347	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 and were previously subject to a deferral election.

7. Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for Restricted Stock Units ("RSUs") granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan. Each DSU is economically equivalent to one share of Class A common stock.

8. The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.

9. 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.
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FAQ

What insider transactions did Joseph Molluso report for Virtu Financial (VIRT)?

Joseph Molluso reported RSU vesting and related share issuances in Virtu Class A stock. On February 3 and 4, 2026, RSUs converted into shares, some shares were withheld for taxes, and he also received a new RSU grant vesting over three years.

How many Virtu (VIRT) Class A shares does Joseph Molluso own after these transactions?

After the reported transactions, Joseph Molluso directly owns 526,585 shares of Virtu Class A common stock. This balance reflects RSU settlements into shares on February 3 and 4, 2026, net of shares withheld by the company to cover tax obligations.

What restricted stock unit (RSU) holdings did Joseph Molluso report at Virtu Financial (VIRT)?

Following the Form 4 transactions, Joseph Molluso reported beneficial ownership of 86,347 restricted stock units. These RSUs were granted under Virtu’s 2015 Management Incentive Plan and represent contingent rights to receive an equal number of Class A common shares in the future.

What new RSU grant did Joseph Molluso receive from Virtu Financial (VIRT)?

On February 4, 2026, Joseph Molluso received a grant of 22,593 restricted stock units. According to the filing, these RSUs vest in three equal installments on February 4, 2027, February 4, 2028, and February 4, 2029, subject to the plan’s terms.

Why were some Virtu (VIRT) shares withheld in Joseph Molluso’s Form 4?

The filing states that certain shares of Class A common stock were withheld by Virtu Financial to cover tax obligations arising from RSU settlements. On both February 3 and 4, 2026, shares were withheld in connection with vested RSUs under the company’s incentive plan.

What are the deferred stock units reported by Joseph Molluso at Virtu (VIRT)?

Joseph Molluso reported 7,531 deferred stock units under Virtu’s Deferred Compensation Plan. Each DSU is economically equivalent to one Class A share and becomes payable upon separation from service, a specified date, or a change in control, as outlined in the plan.