Virtu Financial (VIRT) EVP Cavoli reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Virtu Financial EVP Stephen Cavoli reported multiple equity transactions involving Class A common stock and restricted stock units (RSUs). On January 31, 2026, 37,500 RSUs tied to 2024 performance vested and settled into Class A shares, and 37,500 performance-based shares for 2025 vested, all under the company’s 2015 Management Incentive Plan and his amended employment agreement.

On the same date, the company withheld 19,144 shares twice to cover taxes related to RSU settlements. Cavoli also received a new grant of 37,500 RSUs for 2025 performance that will vest on January 31, 2027. On February 2, 2026, 10,309 RSUs vested and settled into shares, with 5,263 shares withheld for taxes. Following these transactions, Cavoli directly owned 199,461 Class A shares and held 81,989 RSUs.

Insider Trade Summary

47,809 shares exercised/converted

Net Sell 9 txns

Insider Cavoli Stephen

Role EVP

Sold 43,551 shs ($0.00)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	10,309	$0.00	--
Exercise	Class A common stock	10,309	$0.00	--
Sale	Class A common stock	5,263	$0.00	--
Exercise	Restricted Stock Unit	37,500	$0.00	--
Grant/Award	Restricted Stock Unit	37,500	$0.00	--
Exercise	Class A common stock	37,500	$0.00	--
Sale	Class A common stock	19,144	$0.00	--
Grant/Award	Class A common stock	37,500	$0.00	--
Sale	Class A common stock	19,144	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 81,989 shares (Direct); Class A common stock — 204,724 shares (Direct)

Footnotes (1)

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. Stephen Cavoli. 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. 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. Stephen Cavoli. 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. The RSUs vested January 31, 2026. 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. Stephen Cavoli. The RSUs vest January 31, 2027. 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. The RSUs vested on February 2, 2026.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Cavoli Stephen

(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)
	EVP

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)	195,203	D
Class A common stock	01/31/2026		S		19,144	D	(2)	176,059	D
Class A common stock	01/31/2026		A		37,500	A	(3)	213,559	D
Class A common stock	01/31/2026		S		19,144	D	(2)	194,415	D
Class A common stock	02/02/2026		M		10,309	A	(4)	204,724	D
Class A common stock	02/02/2026		S		5,263	D	(2)	199,461	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	54,798	D
Restricted Stock Unit	(6)	01/31/2026		A		37,500		(7)	(7)	Class A common stock	37,500	$0	92,298	D
Restricted Stock Unit	(8)	02/02/2026		M			10,309	(9)	(9)	Class A common stock	10,309	$0	81,989	D

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. Stephen Cavoli.

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. Stephen Cavoli.

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. Stephen Cavoli.

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.

Remarks:

	Justin Waldie, as Attorney-in-Fact	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Virtu Financial (VIRT) EVP Stephen Cavoli report?

Stephen Cavoli reported RSU vesting and related share activity. Performance-based RSUs for 2024 and 2025 vested into Class A shares, additional RSUs were granted, and the issuer withheld shares to cover taxes. All transactions occurred under Virtu’s 2015 Management Incentive Plan.

How many Virtu Financial Class A shares does EVP Stephen Cavoli own after these Form 4 transactions?

Stephen Cavoli directly owns 199,461 Class A shares after the transactions. This balance reflects RSU settlements into stock on January 31, 2026 and February 2, 2026, net of shares withheld by Virtu Financial to satisfy tax obligations related to those vested RSUs.

What RSU awards did Virtu Financial (VIRT) grant or vest for Stephen Cavoli in early 2026?

Cavoli had several RSU events tied to performance goals. 37,500 RSUs for 2024 performance vested and settled January 31, 2026, 37,500 shares for 2025 performance vested that day, a further 37,500 RSUs for 2025 performance were granted, and 10,309 RSUs vested on February 2, 2026.

Why were Virtu Financial shares withheld in Stephen Cavoli’s Form 4 filing?

Shares were withheld to cover tax obligations on vested RSUs. The filing explains that Class A shares were retained by Virtu Financial in connection with RSU settlements, consistent with the company’s Second Amended and Restated 2015 Management Incentive Plan procedures for tax withholding.

How many restricted stock units does Virtu Financial EVP Stephen Cavoli hold after these transactions?

Cavoli holds 81,989 restricted stock units after the reported activity. These RSUs include awards earned for 2025 performance and other grants under Virtu Financial’s Amended and Restated 2015 Management Incentive Plan, each representing a contingent right to receive one Class A share.

What performance goals are linked to Stephen Cavoli’s Virtu Financial RSU awards?

The RSUs are tied to Virtu’s performance objectives for 2024 and 2025. The filing notes that 37,500 RSUs for 2024 and 37,500 RSUs for 2025 were earned upon achievement of associated performance objectives, then vested or were granted under Cavoli’s employment agreement.