Virtu Financial (VIRT) CFO Cindy Lee details RSU vesting, tax share withholding in Form 4 filing

Rhea-AI Filing Summary

Virtu Financial, Inc. Chief Financial Officer Cindy Lee reported equity award activity involving the company’s Class A common stock and restricted stock units in early February 2026. On February 2, 2026, 2,749 RSUs vested and were settled in 2,749 shares of Class A common stock, with 1,108 of those shares withheld by Virtu to cover taxes. On February 3, 2026, a further 3,090 RSUs vested into 3,090 Class A shares, with 1,246 shares withheld for taxes.

Following these transactions, Lee directly held 22,077 shares of Class A common stock and 27,252 RSUs, each RSU representing a contingent right to receive one Class A share under Virtu’s Amended and Restated 2015 Management Incentive Plan. The filing also notes 4,760 non-voting common interest units of Virtu Financial LLC held indirectly through Virtu Employee Holdco LLC, a vehicle through which employees and directors hold Virtu Financial Units and Class C common stock, with the reporting person disclaiming beneficial ownership except to the extent of her 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^*

Lee Cindy

(Last) (First) (Middle)

1633 BROADWAY

41ST FLOOR

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		M		2,749	A	(1)	21,341	D
Class A common stock	02/02/2026		F		1,108	D	(2)	20,233	D
Class A common stock	02/03/2026		M		3,090	A	(1)	23,323	D
Class A common stock	02/03/2026		F		1,246	D	(2)	22,077	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	(3)	02/02/2026		M			2,749	(4)	(4)	Class A common stock	2,749	$0	30,342	D
Restricted Stock Unit	(3)	02/03/2026		M			3,090	(5)	(5)	Class A common stock	3,090	$0	27,252	D
Non-voting common interest units of Virtu Financial LLC	(6)							(6)	(6)	Class A common stock	4,760		4,760	I	See footnote(7)

Explanation of Responses:

1. 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.

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. 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.

4. The RSUs vested on February 2, 2026.

5. The RSUs vested on February 3, 2026.

6. 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.

7. 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	02/04/2026
	** 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 transactions did Virtu (VIRT) CFO Cindy Lee report in February 2026?

Cindy Lee reported RSU vesting and related share issuances on February 2 and 3, 2026. RSUs converted into Class A shares, with a portion of those shares withheld by Virtu Financial to cover tax obligations under the company’s management incentive plan.

How many Virtu (VIRT) Class A shares did Cindy Lee acquire and have withheld for taxes?

On February 2 and 3, 2026, RSU vesting generated 2,749 and 3,090 Class A shares, respectively. Virtu withheld 1,108 shares and 1,246 shares, respectively, to satisfy tax obligations related to these equity award settlements under its incentive plan.

How many Virtu (VIRT) Class A shares does CFO Cindy Lee hold after these Form 4 transactions?

After the reported February 2026 transactions, Cindy Lee directly held 22,077 shares of Virtu Financial Class A common stock. This balance reflects shares issued from RSU vesting and shares withheld by the company to cover associated tax liabilities.

How many restricted stock units does Virtu (VIRT) CFO Cindy Lee still own after vesting?

Following the February 2 and 3, 2026 vesting events, Cindy Lee held 27,252 restricted stock units. Each RSU represents a contingent right to receive one share of Virtu Financial Class A common stock under the company’s Amended and Restated 2015 Management Incentive Plan.

What is the significance of the non-voting common interest units reported for Virtu (VIRT)?

The Form 4 shows 4,760 non-voting common interest units of Virtu Financial LLC held indirectly through Virtu Employee Holdco LLC. These Virtu Financial Units may be exchangeable for Class A common stock under an exchange agreement, with the reporting person disclaiming beneficial ownership except for her pecuniary interest.

Were Cindy Lee’s February 2026 Virtu (VIRT) transactions open-market trades?

The reported transactions reflect RSU vesting, share issuance, and tax withholding, not open-market purchases or sales. Shares were issued at a price of $0.00 per share upon RSU settlement, and certain shares were withheld by Virtu Financial to satisfy tax obligations.