Virtu (NASDAQ: VIRT) CEO logs RSU vesting and new stock awards

Rhea-AI Filing Summary

Virtu Financial CEO Aaron Wyatt Simons reported equity compensation activity involving Class A common stock and restricted stock units (RSUs). On February 3, 2026, 11,588 RSUs vested and were settled in shares, with a portion of the shares withheld to cover taxes. On February 4, 2026, a further 7,531 RSUs vested and were settled, again with some shares withheld for taxes, and he received a separate grant of 21,394 shares of Class A common stock. Simons was also granted 32,089 new RSUs, which will vest in three equal installments on February 4, 2027, February 4, 2028, and February 4, 2029. Following these transactions, he directly held derivative awards covering 112,056 RSUs.

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^*

Simons Aaron Wyatt

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY, 41ST FL

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)	72,776	D
Class A common stock	02/03/2026		F		4,636	D	(2)	68,140	D
Class A common stock	02/04/2026		M		7,531	A	(1)	75,671	D
Class A common stock	02/04/2026		F		2,983	D	(2)	72,688	D
Class A common stock	02/04/2026		A		21,394	A	(3)	94,082	D
Class A common stock	02/04/2026		F		8,473	D	(2)	85,609	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	87,498	D
Restricted Stock Unit	(4)	02/04/2026		M			7,531	(6)	(6)	Class A common stock	7,531	$0	79,967	D
Restricted Stock Unit	(4)	02/04/2026		A		32,089		(7)	(7)	Class A common stock	32,089	$0	112,056	D

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 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 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 three equal installments on February 4, 2027, February 4, 2028 and February 4, 2029.

Remarks:

	Justin Waldie, as Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Virtu (VIRT) CEO Aaron Wyatt Simons report?

Aaron Wyatt Simons reported RSU vesting, tax withholding, and new equity grants. Vested RSUs were settled into Class A common stock, with some shares withheld for taxes, and he received additional stock and RSU awards under Virtu’s management incentive plans.

How many RSUs vested for the Virtu (VIRT) CEO in February 2026?

Simons had 19,119 RSUs vest over two days in February 2026. On February 3, 2026, 11,588 RSUs vested, and on February 4, 2026, another 7,531 RSUs vested, each converting into an equal number of Class A common shares under Virtu’s incentive plan.

What new equity grants did the Virtu (VIRT) CEO receive in this Form 4?

Simons received 21,394 shares and 32,089 new RSUs. The shares of Class A common stock were granted under Virtu’s management incentive plan, and the new RSUs represent additional contingent rights to receive Class A common stock in the future.

When will the newly granted Virtu (VIRT) RSUs to the CEO vest?

The 32,089 new RSUs will vest in three equal installments. According to the filing, these RSUs vest on February 4, 2027, February 4, 2028, and February 4, 2029, aligning the CEO’s compensation with longer-term company performance.

How many RSUs does the Virtu (VIRT) CEO hold after these transactions?

After the reported transactions, Simons beneficially owns 112,056 RSUs. These restricted stock units are granted under Virtu’s management incentive plan and each represents a contingent right to receive one share of Class A common stock upon vesting.

Why were some Virtu (VIRT) shares withheld in the CEO’s Form 4?

Shares were withheld to satisfy tax obligations on vested RSUs. The filing notes that Class A common stock was withheld by Virtu under its 2015 Management Incentive Plan to cover taxes triggered when RSUs vested and were settled in shares.