Virtu Financial, Inc. reported an ownership update via a Schedule 13G/A. Douglas A. Cifu and affiliated entities disclosed they have ceased to be beneficial owners of more than five percent of Virtu’s Class A common stock.
Cifu reported beneficial ownership of 4.67% of Class A, reflecting 4,134,858 shares, including 484,312 vested deferred stock units and shares issuable upon exchange of partnership units held through related entities. DAC Investment LLC reported 3.23% (beneficially owning 2,830,742 shares on an as-exchanged basis), and the Cifu 2025 GST Trust reported 0.96% (beneficially owning 819,804 shares on an as-exchanged basis). Percentages are based on 84,906,703 Class A shares outstanding as of October 23, 2025.
The filing lists Douglas A. Cifu and related entities with aggregate beneficial holdings under 5% of Virtu Class A. Reported components include 484,312 vested deferred stock units and shares issuable upon exchange of Virtu Financial LLC units held by DAC Investment LLC and the Cifu 2025 GST Trust.
Percentages are calculated against 84,906,703 Class A shares outstanding as of October 23, 2025. This is an ownership disclosure; cash-flow effects are not part of this update.
Subsequent ownership changes would appear in future disclosures if thresholds are crossed or holdings otherwise change.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Virtu Financial, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
928254101
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
928254101
1
Names of Reporting Persons
Douglas A. Cifu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
484,312.00
6
Shared Voting Power
3,650,546.00
7
Sole Dispositive Power
484,312.00
8
Shared Dispositive Power
3,650,546.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,134,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.67 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The Reporting Person may be deemed to beneficially own: (i) the 2,830,742 shares of Class A common stock, par value $0.00001 per share (the "Class A common stock") of Virtu Financial, Inc. (the "Issuer") issuable to DAC Investment LLC at any time upon the exchange of 2,830,742 non-voting common interest units of Virtu Financial LLC (the "Virtu Financial Units") acquired prior to the completion of the Issuer's initial public offering on April 21, 2015 (the "IPO"), and an equal number of shares of Class C common stock, par value $0.00001 per share, of the Issuer held by DAC Investments LLC by virtue of the Reporting Person's ownership of the entity with his spouse; (ii) the 819,804 shares of Class A common stock issuable to the Cifu 2025 GST Trust, at any time upon the exchange of the 819,804 Virtu Financial Units acquired prior to the completion of the IPO and an equal number of shares of Class C common stock held by the Cifu 2025 GST Trust, by virtue of the Reporting Person's relationship with his spouse, who holds dispositive control and voting control and (iii) the 484,312 shares of Class A common stock underlying an equal number of vested deferred stock units held by the Reporting Person. Based on (i) 84,906,703 shares of Class A common stock that were issued and outstanding as of October 23, 2025 as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission on October 30, 2025 (the "Q3 2025 Form 10-Q"), and (ii) 3,650,546 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 3,650,546 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G
CUSIP No.
928254101
1
Names of Reporting Persons
DAC Investment LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,830,742.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,830,742.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,830,742.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.23 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Represents 2,830,742 shares of Class A common stock issuable to the Reporting Person at any time upon the exchange of the 2,830,742 Virtu Financial Units acquired prior to the completion of the IPO, and an equal number of shares of Class C common stock held by the Reporting Person. Based on (i) 84,906,703 shares of Class A common stock that were issued and outstanding as of October 23, 2025 as reported in the Q3 2025 Form 10-Q, and (ii) 2,830,742 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 2,830,742 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G
CUSIP No.
928254101
1
Names of Reporting Persons
Cifu Family 2011 Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
928254101
1
Names of Reporting Persons
Cifu Family 2020 Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
928254101
1
Names of Reporting Persons
Cifu 2025 GST Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
819,804.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
819,804.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
819,804.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.96 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Represents 819,804 shares of Class A common stock issuable to the Reporting Person at any time upon the exchange of the 819,804 Virtu Financial Units and an equal number of shares of Class C common stock. Based on (i) 84,906,703 shares of Class A common stock that were issued and outstanding as of October 23, 2025 as reported in the Q3 2025 Form 10-Q, and (ii) 819,804 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 819,804 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Virtu Financial, Inc.
(b)
Address of issuer's principal executive offices:
1633 BROADWAY, NEW YORK, NY, 10019
Item 2.
(a)
Name of person filing:
This statement is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):
(1) Douglas A. Cifu, a U.S. citizen
(2) DAC Investment LLC, a Delaware limited liability company
(3) Cifu Family 2011 Trust
(4) Cifu Family 2020 Trust
(5) Cifu 2025 GST Trust.
Explanatory Note
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the U.S. Securities and Exchange Commission on February 28, 2025. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of the Issuer.
(b)
Address or principal business office or, if none, residence:
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The response of the Reporting Persons to Row 9 in each of their respective cover pages to this Section 13G is incorporated herein by reference.
(b)
Percent of class:
The response of the Reporting Persons to Row 11 in each of their respective cover pages to this Section 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The response of the Reporting Persons to Row 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Schedule 13G except to the extent of such persons' pecuniary interest in the shares of Class A common stock reported herein, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of each Reporting Person's cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of each Reporting Person's cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of each Reporting Person's cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Douglas A. Cifu
Signature:
/s/ Justin Waldie
Name/Title:
Justin Waldie as Attorney-in-Fact
Date:
11/14/2025
DAC Investment LLC
Signature:
/s/ Justin Waldie
Name/Title:
Justin Waldie as Attorney-in-Fact
Date:
11/14/2025
Cifu Family 2011 Trust
Signature:
/s/ Justin Waldie
Name/Title:
Justin Waldie as Attorney-in-Fact
Date:
11/14/2025
Cifu Family 2020 Trust
Signature:
/s/ Justin Waldie
Name/Title:
Justin Waldie as Attorney-in-Fact
Date:
11/14/2025
Cifu 2025 GST Trust
Signature:
/s/ Justin Waldie
Name/Title:
Justin Waldie as Attorney-in-Fact
Date:
11/14/2025
Exhibit Information
Exhibit 99.3: Joint Filing Agreement, dated as of November 14, 2025.
Exhibit 99.4: Power of Attorney, dated as of November 14, 2025.
How many Virtu Class A shares were outstanding for the percentage calculations?
Percentages were based on 84,906,703 Class A shares outstanding as of October 23, 2025.
What instruments contribute to the beneficial ownership totals?
Reported holdings include 484,312 vested deferred stock units and shares issuable upon exchange of Virtu Financial LLC units with corresponding Class C shares.
Which entities are included in this joint filing for VIRT?
The filers are Douglas A. Cifu, DAC Investment LLC, Cifu Family 2011 Trust, Cifu Family 2020 Trust, and the Cifu 2025 GST Trust.
