Virtu Financial (VIRT) Co-President logs RSU vesting, new 22,593-unit grant

Rhea-AI Filing Summary

Virtu Financial Co-President & Co-COO Brett Fairclough reported multiple equity compensation events. On February 3 and 4, 2026, restricted stock units (RSUs) vested and were settled into Class A common stock, with portions of the shares withheld by the company to cover taxes under its management incentive plans.

On February 4, 2026, Fairclough also received a new grant of 22,593 RSUs, which are scheduled to vest in equal annual installments on February 4, 2027, 2028, and 2029. The filing also notes 10,930 non-voting common interest units of Virtu Financial LLC held indirectly through Virtu Employee Holdco LLC, where Fairclough disclaims beneficial ownership except for 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)
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)	63,403	D
Class A common stock	02/03/2026		F		4,602	D	(2)	58,801	D
Class A common stock	02/04/2026		M		7,531	A	(1)	66,332	D
Class A common stock	02/04/2026		F		2,974	D	(2)	63,358	D
Class A common stock	02/04/2026		A		15,062	A	(3)	78,420	D
Class A common stock	02/04/2026		F		5,947	D	(2)	72,473	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	71,284	D
Restricted Stock Unit	(4)	02/04/2026		M			7,531	(6)	(6)	Class A common stock	7,531	$0	63,753	D
Restricted Stock Unit	(4)	02/04/2026		A		22,593		(7)	(7)	Class A common stock	22,593	$0	86,346	D
Non-voting common interest units of Virtu Financial LLC	(8)							(8)	(8)	Class A common stock	10,930		10,930	I	See footnote(9)

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 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.

5. The RSUs vested on February 3, 2026.

6. The RSUs vested on February 4, 2026.

7. The RSUs vest in equal annual installments on February 4, 2027, February 4, 2028 and February 4, 2029.

8. 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.

9. 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	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Brett Fairclough report at Virtu Financial (VIRT)?

Brett Fairclough reported RSU vesting, related share issuances, tax withholdings, and a new RSU grant. These transactions reflect routine equity compensation as Co-President & Co-COO, rather than open-market buying or selling of Virtu Financial Class A common stock.

How many new restricted stock units did Brett Fairclough receive from Virtu Financial?

Brett Fairclough received a grant of 22,593 restricted stock units on February 4, 2026. These RSUs represent future rights to receive an equal number of Virtu Financial Class A shares, subject to a multi-year vesting schedule tied to continued service.

When do Brett Fairclough’s newly granted RSUs at Virtu Financial vest?

The newly granted RSUs vest in three equal annual installments on February 4, 2027, February 4, 2028, and February 4, 2029. Each vesting date delivers a portion of the 22,593 units as Class A common stock, assuming applicable conditions are met.

What happened to Brett Fairclough’s RSUs on February 3 and 4, 2026 at Virtu Financial?

RSUs vested on February 3, 2026 (11,588 units) and February 4, 2026 (7,531 units). Upon vesting, they were settled in Class A common stock, with some shares withheld by Virtu Financial to satisfy tax obligations under its management incentive plans.

How does the tax withholding work on Brett Fairclough’s Virtu Financial RSU settlements?

When RSUs vested and were settled into Class A shares, Virtu Financial withheld shares for taxes. The filing explains that certain shares were retained by the issuer to cover tax liabilities, a common mechanism in equity compensation rather than a market sale.

What are the non-voting common interest units held for Brett Fairclough at Virtu Financial LLC?

The filing lists 10,930 non-voting common interest units of Virtu Financial LLC held indirectly via Virtu Employee Holdco LLC. These units may be exchangeable one-for-one into Class A common stock, and Fairclough disclaims beneficial ownership beyond his pecuniary interest.

What is the exchange right described for Virtu Financial LLC units in Brett Fairclough’s filing?

Under an Exchange Agreement effective April 15, 2015, Virtu Financial LLC units plus corresponding Class C shares may be exchanged one-for-one into Class A common stock. These Class A shares carry one vote and full economic rights, and the exchange rights do not expire.