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

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY) has filed a Form 4 disclosing that its Chairman, President & CEO, Dushyant Sharma, received 1,100,000 Class A RSUs on 07/02/2025 under the company’s 2021 Equity Incentive Plan. Each RSU converts into one share of Class A common stock as it vests. Vesting schedule: one-sixteenth of the award will vest on each quarterly vesting date beginning 15 Aug 2025 (Feb 15, May 15, Aug 15, Nov 15 thereafter), subject to continued service. Following the grant, the reporting person shows 1,100,000 shares owned directly and an additional 1 share held indirectly through Ashigrace LLC, where Sharma holds sole voting and dispositive power. No price was paid for the RSUs, indicating a standard equity-based compensation grant designed to align executive incentives with shareholder value over time.

Positive

• 1,100,000 RSUs granted to the CEO align management incentives with shareholder interests over a four-year vesting period.
• Quarterly vesting beginning 15 Aug 2025 promotes long-term retention of key leadership.

Negative

• The award represents potential future dilution as each RSU converts to a Class A share upon vesting.
• No performance conditions are cited; vesting depends solely on continued service, which may be viewed as less demanding by some investors.

Insights

Securities Analyst

TL;DR: CEO granted 1.1 M RSUs; standard incentive, limited immediate market impact.

The filing records an equity award of 1,100,000 RSUs to CEO Dushyant Sharma. Because the shares vest quarterly over four years, the grant spreads potential dilution and aligns management with long-term performance. No cash changed hands, and the grant price is $0, typical for RSUs. The direct ownership line now reflects the full 1.1 M shares, while a single share remains under Ashigrace LLC. Absent additional share-count context, the award looks routine for a founder-led growth company and should not create immediate trading pressure.

Corporate Governance Expert

TL;DR: Long-dated RSU grant strengthens retention but increases future dilution risk.

The four-year, quarterly vesting cadence signals a deliberate retention mechanism. Tying vesting to continued service incentivizes leadership stability. From a governance lens, the board is employing equity rather than cash compensation, which improves alignment but dilutes shareholders as shares are issued on each vesting date. The filing meets Section 16 reporting requirements, and the solitary indirect share suggests most of Sharma’s new exposure is held personally rather than via an entity. Overall, the disclosure is transparent and within best-practice norms.

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)
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		98,199	A	(1)	528,144	D
Class A common stock	07/01/2025		F		51,997	D	(2)	476,147	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
Deferred Stock Unit	(3)	07/01/2025		M			98,199	(4)	(4)	Class A common stock	98,199	(4)	0	D
Restricted Stock Unit	(5)							(6)	(6)	Class A common stock	94,066		94,066	D

Explanation of Responses:

1. Shares of Class A common stock distributed under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020 (the "Deferred Compensation Plan"), as of July 1, 2025, the date specified in the Reporting Person's deferral election.

2. Shares of Class A common stock withheld for tax by the Issuer in relation to the distribution of Class A common stock under the Deferred Compensation Plan.

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

4. The DSUs credited under the Deferred Compensation Plan became payable on July 1, 2025, in accordance with the terms thereof.

5. 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.

6. The RSUs vest on various dates in 2026, 2027, and 2028.

Remarks:

	Justin Waldie, as Attorney-in-Fact	07/02/2025
	** 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 shares did Paymentus CEO Dushyant Sharma receive in the latest Form 4?

The filing reports a grant of 1,100,000 Class A restricted stock units.

When do the newly granted RSUs to PAY’s CEO begin vesting?

Vesting starts on 15 August 2025 and occurs quarterly thereafter.

Was any cash paid for the 1.1 M RSUs disclosed by Paymentus?

No. The transaction price is reported as $0, indicating a compensation grant.

What is the ownership form of the new shares reported by Paymentus’ CEO?

Direct ownership of 1,100,000 shares and indirect ownership of 1 share via Ashigrace LLC.

Does the Form 4 filing indicate whether Dushyant Sharma remains a 10% owner of PAY?

Yes. The form’s relationship box is checked for Director, Officer, and 10% Owner.