Virtu Financial (VIRT) Co-President details major RSU awards

Rhea-AI Filing Summary

Virtu Financial Co-President & Co-COO Brett Fairclough reported multiple equity compensation events involving Class A common stock and restricted stock units. On January 31, 2026, 37,500 RSUs tied to 2024 performance vested and settled into Class A shares, and 37,500 performance-based Class A shares for 2025 vested the same day. Virtu withheld shares of Class A stock to cover taxes on these settlements. Fairclough also received a new grant of 37,500 RSUs based on 2025 performance that are scheduled to vest on January 31, 2027. On February 2, 2026, additional RSUs vested and were settled into 11,193 Class A shares, with further shares withheld for taxes. He also has an indirect interest in 10,930 non-voting common interest units of Virtu Financial LLC held through Virtu Employee Holdco LLC, for which he disclaims beneficial ownership beyond his pecuniary interest.

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^*

Fairclough Brett

(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)
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)	37,500	D
Class A common stock	01/31/2026		F		14,958	D	(2)	22,542	D
Class A common stock	01/31/2026		A		37,500	A	(3)	60,042	D
Class A common stock	01/31/2026		F		14,958	D	(2)	45,084	D
Class A common stock	02/02/2026		M		11,193	A	(4)	56,277	D
Class A common stock	02/02/2026		F		4,462	D	(2)	51,815	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	56,565	D
Restricted Stock Unit	(6)	01/31/2026		A		37,500		(7)	(7)	Class A common stock	37,500	$0	94,065	D
Restricted Stock Unit	(8)	01/31/2026		M			11,193	(9)	(9)	Class A common stock	11,193	$0	82,872	D
Non-voting common interest units of Virtu Financial LLC	(10)							(10)	(10)	Class A common stock	10,930		10,930	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 Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.

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 Second Amended and Restated 2015 Management Incentive Plan.

3. 37,500 shares of class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 and vested on January 31, 2026. The shares were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.

4. 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.

5. The RSUs vested January 31, 2026.

6. 37,500 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 pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.

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 on 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 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.

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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FAQ

What insider equity transactions did VIRT executive Brett Fairclough report?

Brett Fairclough reported vesting and settlement of performance-based RSUs into Class A shares, related tax withholding in shares, and a new RSU grant. These awards were made under Virtu’s 2015 Management Incentive Plan and his amended and restated employment agreement.

How many Virtu (VIRT) RSUs vested for Brett Fairclough in January 2026?

On January 31, 2026, 37,500 RSUs tied to 2024 performance vested and settled into Class A common stock. On the same date, 37,500 performance-based Class A shares for 2025 also vested, reflecting achievement of associated performance objectives specified in his incentive arrangements.

What new restricted stock units did VIRT grant to Brett Fairclough for 2025 performance?

Virtu granted Brett Fairclough 37,500 restricted stock units earned from 2025 performance goals. These RSUs were issued under the Second Amended and Restated 2015 Management Incentive Plan and are scheduled to vest on January 31, 2027, subject to the plan and employment agreement terms.

Why were Virtu (VIRT) Class A shares withheld from Brett Fairclough’s Form 4 transactions?

Certain Class A shares were withheld by Virtu to cover tax obligations arising from RSU vesting and settlement. The filing notes those shares were retained by the issuer in accordance with the Second Amended and Restated 2015 Management Incentive Plan’s tax withholding provisions.

What happened with Brett Fairclough’s Virtu RSUs on February 2, 2026?

On February 2, 2026, additional RSUs vested and were settled into 11,193 Class A common shares for Brett Fairclough. The filing also shows further Class A shares withheld by Virtu for tax purposes, consistent with the company’s equity incentive plan procedures.

What are Brett Fairclough’s non-voting Virtu Financial LLC units on this Form 4?

The Form 4 lists 10,930 non-voting common interest units of Virtu Financial LLC, exchangeable one-for-one into Class A shares under an exchange agreement. These are held via Virtu Employee Holdco LLC, where Fairclough disclaims beneficial ownership except for his pecuniary interest.

Under what plan were Brett Fairclough’s Virtu (VIRT) equity awards granted?

All reported RSUs and related Class A share awards were granted under Virtu’s Second Amended and Restated 2015 Management Incentive Plan. The filing ties these grants to performance objectives and to Brett Fairclough’s Amended and Restated Employment Agreement with the company.