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

Rhea-AI Filing Summary

Virtu Financial, Inc. (VIRT) filed a Form 4 disclosing insider activity by director Virginia Gambale.

• 07/01/2025: The director was granted 3,392 restricted stock units (RSUs) under the company’s 2015 Management Incentive Plan. These RSUs will vest on 07/01/2026.
• 07/03/2025: 6,681 previously-granted RSUs vested and were automatically converted into the same number of Class A common shares (Transaction Code M).
• Following the transactions, Gambale directly holds 30,803 Class A shares and 3,392 unvested RSUs; no indirect ownership was reported.

The filing reflects routine equity compensation and settlement, with no cash consideration and no indication of open-market buying or selling.

Positive

• Director’s direct share ownership increased to 30,803 Class A shares, reinforcing alignment with shareholder interests.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine equity grant and RSU settlement; minimal valuation impact.

The Form 4 shows standard director compensation rather than discretionary buying or selling. The grant of 3,392 RSUs refreshes annual equity, while conversion of 6,681 vested RSUs merely shifts previously accrued value from derivative form to common stock. Total direct share ownership rises to 30,803, a modest percentage of Virtu’s float, so dilution is immaterial. Because no market purchase or sale occurred, the filing provides limited new information for earnings forecasts or valuation models.

Corporate Governance Expert

TL;DR – Aligns director incentives with shareholders; governance neutral.

The equity structure keeps Gambale’s interests linked to share performance, consistent with best-practice board compensation. The one-for-one RSU conversion and absence of open-market disposals indicate no negative signal. However, the transaction is scheduled, so it does not constitute an active vote of confidence. Overall governance effect is neutral, with standard disclosure and no red flags.

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

OMB APPROVAL

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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^*

Gambale Virginia

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		6,681	A	(1)	30,803	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	(2)	07/01/2025		A		3,392		(3)	(3)	Class A common stock	3,392	$0	10,073	D
Restricted Stock Unit	(2)	07/03/2025		M			6,681	(4)	(4)	Class A common stock	6,681	$0	3,392	D

Explanation of Responses:

1. Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.

2. Each RSU is granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.

3. The RSUs vest on July 1, 2026.

4. The RSUs vested on July 3, 2025.

Remarks:

	Justin Waldie, as Attorney-in-Fact	07/03/2025
	** 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

How many Virtu Financial (VIRT) shares does Director Virginia Gambale now own?

Following the RSU conversion, she directly owns 30,803 Class A shares and holds 3,392 unvested RSUs.

What was the size of the new RSU grant disclosed in the Form 4?

The filing shows a grant of 3,392 restricted stock units on 07/01/2025.

Did the director buy or sell Virtu Financial shares on the open market?

No. The transactions were RSU grants and automatic share settlement; no open-market purchases or sales occurred.

When will the newly granted RSUs vest?

The 3,392 RSUs will vest on 07/01/2026.