10q10k10q10k.net

What changed in Virtu Financial, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Virtu Financial, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+318 added−308 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in Virtu Financial, Inc.'s 2025 10-K

318 paragraphs added · 308 removed · 274 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+8 added−10 removed109 unchanged
Biggest changeAdditional recent proposals which have not been adopted include (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change the U.S. equities market structure, the routing, handling and potentially the amount, character, and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements, and (iv) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.
Biggest changeIn June of 2025, under Chair Atkins, the SEC withdrew the following previously pending proposals: (i) Proposed Rule 615 of Regulation NMS (i.e., the Order Competition Rule), (ii) Regulation Best Execution, (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.
We connect to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals; ◦ Our clearing system captures trades in real-time and performs automated reconciliations of trades and positions, corporate action processing, options exercises, securities lending and inventory management, allowing us to effectively manage operational risk; and ◦ Software developed to support our market making systems performs daily profit and loss and position reconciliations.
We connect 10 to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals; ◦ Our clearing system captures trades in real-time and performs automated reconciliations of trades and positions, corporate action processing, options exercises, securities lending and inventory management, allowing us to effectively manage operational risk; and ◦ Software developed to support our market making systems performs daily profit and loss and position reconciliations.
Regulators may propose market structure changes particularly considering the continued regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate 13 structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
Regulators may propose market structure changes particularly considering the continued regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
The Founder Post-IPO Member is controlled by family members of Mr. Viola, our Founder and Chairman Emeritus. We have completed two significant acquisitions that have expanded and complemented Virtu Financial’s original electronic trading and market making business. On July 20, 2017 (the “KCG Closing Date”), the Company completed the all-cash acquisition (the “Acquisition of KCG”) of KCG Holdings, Inc.
The Founder Post-IPO Member is controlled by family members of Mr. Viola, our Founder and Chairman Emeritus. 15 We have completed two significant acquisitions that have expanded and complemented Virtu Financial’s original electronic trading and market making business. On July 20, 2017 (the “KCG Closing Date”), the Company completed the all-cash acquisition (the “Acquisition of KCG”) of KCG Holdings, Inc.
These efficiencies are central to our ability to deliver consistently positive Adjusted Net Trading Income (as defined below) as our profitability per trade and per instrument is not significant, particularly in U.S. equities. Our transaction processing is automated over the full life cycle of a trade. Our market making platform generates and disseminates continuous bid and offer quotes.
These efficiencies are central to our ability to deliver consistently positive Adjusted Net Trading Income (as defined below) as our profitability per trade and per instrument is not significant, particularly in U.S. equities. 6 Our transaction processing is automated over the full life cycle of a trade. Our market making platform generates and disseminates continuous bid and offer quotes.
We use the latest technology to create and deliver liquidity to global markets and innovative trading solutions and analytics tools to our clients. We interact directly with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions. We have two operating segments: Market Making and Execution Services, and one non-operating segment: Corporate.
We use the latest technology to create and deliver liquidity to global markets and innovative trading solutions and analytics tools to our clients. We interact directly 5 with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions. We have two operating segments: Market Making and Execution Services, and one non-operating segment: Corporate.
Our algorithms and order routers help portfolio managers and traders to trade orders quickly, comprehensively and cost‑efficiently from our EMS or our Order Management System (“OMS”) and most third‑party trading platforms. Our institutional sales traders offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs.
Our algorithms and order routers help portfolio managers and traders to trade orders quickly, comprehensively and cost‑efficiently 8 from our EMS or our Order Management System (“OMS”) and most third‑party trading platforms. Our institutional sales traders offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs.
TCA is also available for foreign exchange transactions (FX TCA) and for corporate and sovereign bond trading (FI TCA). Corporate Our Corporate segment contains investments principally in strategic financial services-oriented opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to our operating segments. Risk Management We are acutely focused on risk management.
TCA is also available for foreign exchange transactions (FX TCA) and for corporate and sovereign bond trading (FI TCA). Corporate Our Corporate segment contains investments principally in strategic financial services-oriented opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to our operating segments. 9 Risk Management We are acutely focused on risk management.
Risk Factors - Risks Related to Our Business - Non-compliance with applicable laws or regulatory requirements could subject us to sanctions and could negatively impact our reputation, prospects, revenues and earnings.” 15 Corporate History We and our predecessors have been in the electronic trading and market making business for more than 20 years.
Risk Factors - Risks Related to Our Business - Non-compliance with applicable laws or regulatory requirements could subject us to sanctions and could negatively impact our reputation, prospects, revenues and earnings.” Corporate History We and our predecessors have been in the electronic trading and market making business for more than 20 years.
Key automated controls include: 10 ◦ Our technical operations system continuously monitors our network and the proper functioning of each of our trading centers around the world; ◦ Our market making system continuously evaluates the listed securities and other financial products in which we provide bid and offer quotes and changes its bids and offers to reflect changes in market conditions.
Key automated controls include: ◦ Our technical operations system continuously monitors our network and the proper functioning of each of our trading centers around the world; ◦ Our market making system continuously evaluates the listed securities and other financial products in which we provide bid and offer quotes and changes its bids and offers to reflect changes in market conditions.
We believe that market participants benefit from the increased liquidity, lower overall trading costs and execution transparency that Virtu provides. 5 Our execution services and client solutions products are designed to be transparent, because we believe transparency makes markets more efficient and helps investors make better, more informed decisions.
We believe that market participants benefit from the increased liquidity, lower overall trading costs and execution transparency that Virtu provides. Our execution services and client solutions products are designed to be transparent, because we believe transparency makes markets more efficient and helps investors make better, more informed decisions.
We conduct our APAC market making activities, including much of our market making in cryptocurrency products from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte. Ltd. Virtu Financial Singapore Pte. Ltd. is 12 registered with the MAS for an investment incentive arrangement and licensed by the MAS to deal in certain capital markets instruments.
We conduct our APAC market making activities, including much of our market making in cryptocurrency products from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte. Ltd. Virtu Financial Singapore Pte. Ltd. is registered with the MAS for an investment incentive arrangement and licensed by the MAS to deal in certain capital markets instruments.
Leveraging the scalability and low costs of our platform, we are able to test and rapidly deploy new liquidity provisioning strategies, expand to new securities, asset classes and geographies and increase transaction volumes at little 6 incremental cost.
Leveraging the scalability and low costs of our platform, we are able to test and rapidly deploy new liquidity provisioning strategies, expand to new securities, asset classes and geographies and increase transaction volumes at little incremental cost.
Virtu ITG Hong Kong Limited is a participating organization of the Hong Kong Stock Exchange and a holder of a securities dealer’s license issued by the SFC, which is its principal regulator.
Virtu 12 ITG Hong Kong Limited is a participating organization of the Hong Kong Stock Exchange and a holder of a securities dealer’s license issued by the SFC, which is its principal regulator.
In 2024, our Execution Services segment did not have any client that accounted for more than 10% of our total commissions earned. Clients may access a broad range of products and services that includes electronic execution services in global equities via algorithmic trading, order routing and an execution management system (“EMS”) as well as internal crossing through our registered ATSs.
In 2025, our Execution Services segment did not have any client that accounted for more than 10% of our total commissions earned. Clients may access a broad range of products and services that includes electronic execution services in global equities via algorithmic trading, order routing and an execution management system (“EMS”) as well as internal crossing through our registered ATSs.
Our Options and Other market making includes our activity on all of the U.S. options exchanges of which we are a member (i.e., Cboe, ISE, and NYSE Arca) and on the U.S. futures exchanges, as well as our activity in cryptocurrencies. Our cryptocurrency market making includes spot, perpetuals, futures, and ETFs and takes place across over 55 venues and exchanges.
Our Options and Other market making includes our activity on all of the U.S. options exchanges of which we are a member (i.e., Cboe, ISE, and NYSE Arca) and on the U.S. futures exchanges, as well as our activity in cryptocurrencies. Our cryptocurrency market making includes spot, perpetuals, futures, and ETFs and takes place across over 75 venues and exchanges.
We trade these products on a variety of specialized exchanges, direct to counterparties, and other trading venues, including BrokerTec, eSpeed, DealerWeb, Bloomberg, Tradeweb, MarketAxess, and BGC’s Fenics UST. 7 Our Currencies market making, including spot, futures and forwards, comprises our activity in over 80 currency pairs, including deliverable, non-deliverable, fiat, and digital currencies, across dozens of venues and direct to counterparties.
We trade these products on a variety of specialized exchanges, direct to counterparties, and other trading venues, including BrokerTec, eSpeed, DealerWeb, Bloomberg, Tradeweb, MarketAxess, and BGC’s Fenics UST. Our Currencies market making, including spot, futures and forwards, comprises our activity in over 50 currency pairs, including deliverable, non-deliverable, fiat, and digital currencies, across dozens of venues and direct to counterparties.
On February 28, 2024, Directive (EU) 2024/790 amending MiFID II and Regulation (EU) 2024/791 amending Regulation (EU) No 600/2014 (also known as “MiFIR”) as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payment for order flow were each adopted.
On February 28, 2024, Directive (EU) 2024/790 amending MiFID II (the “MiFID Amending Directive”) and Regulation (EU) 2024/791 amending Regulation (EU) No 600/2014 (also known as “MiFIR”) (the “MiFIR Amending Regulation”) as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payment for order flow were each adopted.
Securities and Exchange Commission (“SEC”) registered exchanges and other market centers around the world, including the New York Stock Exchange (“NYSE”), the Nasdaq, NYSE Arca, Cboe BATS, Chicago Stock Exchange, the Members Exchange (“MEMX”), the TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 20 private liquidity pools.
Securities and Exchange Commission (“SEC”) registered exchanges and other market centers around the world, including the New York Stock Exchange (“NYSE”), the Nasdaq Stock Market LLC (“Nasdaq”), NYSE Arca, Cboe BATS, Chicago Stock Exchange, the Members Exchange (“MEMX”), the TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 150 private liquidity pools.
The two acts entered into force on March 28, 2024, with the MiFIR amending regulation applying from that date, and the MiFID II amendments requiring adoption by Member States by September 29, 2025.
The two acts entered into force on March 28, 2024, with the MiFIR Amending Regulation applying from that date, and the MiFID Amending Directive requiring adoption by Member States by September 29, 2025.
We engage in principal trading in the Market Making segment direct to clients as well as on exchanges, ATSs and other market centers. As a complement to electronic market making, our cash trading business handles specialized orders and transacts on the OTC Link ATS operated by OTC Markets Group Inc.
We engage in principal trading in the Market Making segment direct to clients as well as on exchanges, Alternative Trading Systems (“ATSs”) and other market centers. As a complement to electronic market making, our cash trading business handles specialized orders and transacts on the OTC Link ATS operated by OTC Markets Group Inc.
We continually refine our automated order routing models so that we may remain competitive. Global Equities We trade over 25,000 listed and over-the-counter (“OTC”) securities including, among others, equity related futures and exchange traded products (“ETPs”), on sixteen U.S.
We continually refine our automated order routing models so that we may remain competitive. Global Equities We trade over 50,000 listed and over-the-counter (“OTC”) securities including, among others, equity related futures and exchange traded products (“ETPs”), on seventeen U.S.
We completed our initial public offering (“IPO”) in April 2015, after which shares of our Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) began trading on Nasdaq under the ticker symbol “VIRT.” Prior to our IPO, we completed a series of reorganization transactions (the “Reorganization Transactions”) pursuant to which, among other things, we acquired equity interests in Virtu Financial as a result of certain mergers involving wholly owned subsidiaries of ours, an affiliate of Silver Lake Partners and Temasek Holdings (Private) Limited (“Temasek”), and an affiliate of Temasek (the “Temasek Pre-IPO Member”) (the “Mergers”), and in exchange we issued to an affiliate of Silver Lake Partners (such affiliate, the “Silver Lake Post-IPO Stockholder”) and an affiliate of Temasek (such affiliate, the “Temasek Post-IPO Stockholder”, and together with the Silver Lake Post-IPO Stockholder, the “Investor Post-IPO Stockholders”), shares of our Class A Common Stock and rights to receive payments under a tax receivable agreement described below, we became the sole managing member of Virtu Financial, all of the existing equity interests in Virtu Financial were reclassified into non-voting common interest units (“Virtu Financial Units”), our certificate of incorporation was amended and restated to authorize the issuance of four classes of common stock: Class A Common Stock, Class B Common Stock (as defined below), Class C Common Stock (as defined below) and Class D Common Stock (as defined below), and the holders of Virtu Financial Units other than us subscribed for shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) or Class D common stock, par value $0.00001 per share (the “Class D Common Stock”) (in the case of the Founder Post-IPO Member, as defined below) in an amount equal to the number of Virtu Financial Units held by such member.
Prior to our IPO, we completed a series of reorganization transactions (the “Reorganization Transactions”) pursuant to which, among other things, we acquired equity interests in Virtu Financial as a result of certain mergers involving wholly owned subsidiaries of ours, an affiliate of Silver Lake Partners and Temasek Holdings (Private) Limited (“Temasek”), and an affiliate of Temasek (the “Temasek Pre-IPO Member”) (the “Mergers”), and in exchange we issued to an affiliate of Silver Lake Partners (such affiliate, the “Silver Lake Post-IPO Stockholder”) and an affiliate of Temasek (such affiliate, the “Temasek Post-IPO Stockholder”, and together with the Silver Lake Post-IPO Stockholder, the “Investor Post-IPO Stockholders”), shares of our Class A Common Stock and rights to receive payments under a tax receivable agreement described below, we became the sole managing member of Virtu Financial, all of the existing equity interests in Virtu Financial were reclassified into non-voting common interest units (“Virtu Financial Units”), our certificate of incorporation was amended and restated to authorize the issuance of four classes of common stock: Class A Common Stock, Class B Common Stock (as defined below), Class C Common Stock (as defined below) and Class D Common Stock (as defined below), and the holders of Virtu Financial Units other than us subscribed for shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) or Class D common stock, par value $0.00001 per share (the “Class D Common Stock”) (in the case of the Founder Post-IPO Member, as defined below) in an amount equal to the number of Virtu Financial Units held by such member.
As a result of the completion of the IPO, the Reorganization Transactions, the July 2017 Private Placement (as defined below), and certain other secondary offerings and permitted exchanges by current and former employees of Virtu Financial Units for shares of the Company’s Class A Common Stock, the Company holds an approximately 56.9% interest in Virtu Financial at December 31, 2024.
As a result of the completion of the IPO, the Reorganization Transactions, the July 2017 Private Placement (as defined below), and certain other secondary offerings and permitted exchanges by current and former employees of Virtu Financial Units for shares of the Company’s Class A Common Stock, the Company holds an approximately 57.2% interest in Virtu Financial at December 31, 2025.
The SEC, FINRA, CFTC, NFA, U.S. state securities regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASIC in Australia, CIRO and OSC in Canada, other SROs and other U.S. and foreign governmental regulatory bodies promulgate numerous rules and regulations that may impact our business.
Department of Treasury, U.S. state securities regulators and other state regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASIC in Australia, CIRO and OSC in Canada, other SROs and other U.S. and foreign governmental regulatory bodies promulgate numerous rules and regulations that may impact our business.
We are a leading participant in the major foreign exchange venues, including LSEG, Currenex, Cboe FX, and CME. Our Commodities market making takes place on the CME, ICE, and Nasdaq Futures in crude oil, natural gas, heating oil, and gasoline futures. We trade approximately 100 energy products and futures on the ICE, CME, and TOCOM.
We are a leading participant in the major foreign exchange venues, including LSEG, Currenex, Cboe FX, and CME. 7 Our Commodities market making takes place on the CME, ICE, and Nasdaq Futures in crude oil, natural gas, heating oil, and gasoline futures.
The Founder Post-IPO Member controls approximately 87.0% of the combined voting power of our outstanding common stock as of December 31, 2024.
The Founder Post-IPO Member controls approximately 87.1% of the combined voting power of our outstanding common stock as of December 31, 2025.
We also actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.
We also actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper. We trade over 100 commodity products.
In the U.S., we conduct our business from our headquarters in New York City and our offices in Boston, Austin, Texas, Chicago, Short Hills, New Jersey, Rye Brook, New York, and Palm Beach Gardens, Florida. Abroad, we conduct our business through trading centers located in London, Dublin, Paris, Singapore, Hong Kong, Toronto, and Sydney.
In the U.S., we conduct our business from our headquarters in New York City (NY) and our offices in Boston (MA), Austin (TX), Chicago (IL), Short Hills (NJ), Rye Brook (NY), and Palm Beach Gardens (FL). Abroad, we conduct our business through trading centers located in London, Dublin, Paris, Singapore, Hong Kong, Toronto, and Sydney.
Specifically, the SEC under the previous administration (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), which have a compliance date commencing in November 2025, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but is currently subject to legal challenge, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court.
Specifically, the SEC under the previous administration (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infrastructure rule proposals”), which had a previous compliance date commencing in November 2025, and the compliance date for tick size and access fees rule changes have been delayed until November 2026, and the infrastructure rule proposal concerning odd lots has been delayed until May 2026, (ii) adopted amendments to Rule 605 of Regulation NMS, which had a previous compliance date on or about December 15, 2025 but which has now been postponed until August 1, 2026, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but which was ultimately struck down by the 11th Circuit Court of Appeals, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court.
Human Capital Resources As of February 14, 2025, we had approximately 969 employees, located in twelve countries around the world, all of whom were employed on a full‑time basis and in good standing. The approximate regional representation of our workforce is as follows: 70% Americas, 19% EMEA and 11% APAC. None of our employees are covered by collective bargaining agreements.
Human Capital Resources As of February 13, 2026, we had approximately 1,027 employees, located in thirteen countries around the world, all of whom were employed on a full‑time basis and in good standing. The approximate regional representation of our workforce is as follows: 69% Americas, 19% EMEA and 12% APAC. None of our employees are covered by collective bargaining agreements.
Each of these legislative and regulatory requirements imposes additional technological, operational and compliance costs on us. New laws, rules or regulations as well as any regulatory or legal actions or proceedings, changes in legislation or regulation and changes in market customs and practices could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
New laws, rules or regulations as well as any regulatory or legal actions or proceedings, changes in legislation or regulation and changes in market customs and practices could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
MiFID II introduced requirements for increased pre- and post-trade transparency, technological and organizational requirements for firms deploying algorithmic trading techniques, restrictions on dark trading, and the roll out of a new bi-lateral OTC equity trading regime called the Systematic Internaliser regime.
MiFID II represented significant change in the operation of European capital markets and became effective on January 3, 2018. MiFID II introduced requirements for increased pre- and post-trade transparency, technological and organizational requirements for firms deploying algorithmic trading techniques, restrictions on dark trading, and the roll out of a new bi-lateral OTC equity trading regime called the Systematic Internaliser regime.
VFIL and VETL continue to access U.K. markets, however, these entities do so not on the basis of MiFID passporting rights, but as third-country entities pursuant to U.K. law. Following Brexit, VETL had continued initially to service its U.K. client-base by means of the U.K.
VFIL and VETL continue to access U.K. markets, however, these entities do so not on the basis of MiFID passporting rights, but as third-country entities pursuant to U.K. law.
Intellectual Property and Other Proprietary Rights We rely on federal, state and international laws that govern trade secrets, trademarks, domain names, patents, copyright and contract law to protect our intellectual property and proprietary technology.
We believe that our scalable technology allows us to access new markets and increase volumes with limited incremental costs. 11 Intellectual Property and Other Proprietary Rights We rely on federal, state and international laws that govern trade secrets, trademarks, domain names, patents, copyright and contract law to protect our intellectual property and proprietary technology.
Our Investor Relations Department can be contacted at Virtu Financial, Inc., 163 3 Broadway, New York, NY, 10019, Attn: Investor Relations, e-mail: investor_relations@virtu.com. 16 From time to time, we use our website, public conference calls, and social media channels, including our X account (x.com/virtufinancial), our LinkedIn account (linkedin.com/company/virtu-financial), and our Instagram account (instagram.com/virtu.financial), as additional means of disclosing public information to investors, the media and others interested in us.
From time to time, we use our website, public conference calls, and social media channels, including our X account (x.com/virtufinancial), our LinkedIn account (linkedin.com/company/virtu-financial), and our Instagram account (instagram.com/virtu.financial), as additional means of disclosing public information to investors, the media and others interested in us.
The market making and execution services industry in many foreign countries is heavily regulated, much like in the U.S. The varying compliance requirements of these different regulatory jurisdictions and other factors may limit our ability to conduct business or expand internationally. MiFID II represented significant change in the operation of European capital markets and became effective on January 3, 2018.
We have foreign subsidiaries and plan to continue to expand our international presence. The market making and execution services industry in many foreign countries is heavily regulated, much like in the U.S. The varying compliance requirements of these different regulatory jurisdictions and other factors may limit our ability to conduct business or expand internationally.
One of our subsidiaries is registered with the CFTC as a floor trader, and is exempt from registration as a swap dealer based on its current activity. Registration as a swap dealer would subject our subsidiary to various requirements, including those related to capital, conduct, and reporting. We have foreign subsidiaries and plan to continue to expand our international presence.
Two of our subsidiaries are registered with the CFTC as floor traders, and are exempt from registration as swap dealers based on their current activity. Registration as a swap dealer would subject one or both of our subsidiaries to various requirements, including those related to capital, conduct, and reporting.
The segment also includes the results of our capital markets business, in which we act as an agent for issuers in connection with at-the-market offerings and buyback programs. 8 Agency-based, Execution-only Trading Our clients may access a broad range of products and services that includes electronic execution services in global equities via algorithmic trading, order routing and an EMS as well as internal crossing through our registered ATSs.
Agency-based, Execution-only Trading Our clients may access a broad range of products and services that includes electronic execution services in global equities via algorithmic trading, order routing and an EMS as well as internal crossing through our registered ATSs.
Our POSIT and MatchIt ATSs compete with various national and regional securities exchanges, ATSs, Electronic Communication Networks, MTFs and systematic internalizers for trade execution services.
Our POSIT and MatchIt ATSs compete with various national and regional securities exchanges, ATSs, Electronic Communication Networks, MTFs and systematic internalizers for trade execution services. Our EMS, OMS, connectivity and RFQ services compete with offerings from independent vendors, agency‑only firms and other sell‑side firms.
We also offer a comprehensive research payment account solution, enabling clients to unbundle research and execution payments to comply with the European Markets in Financial Instruments Directive (“MiFID”) II regulations. 9 Analytics Our trading analytics suite helps enable portfolio managers and traders to analyze execution performance before the trade happens (pre‑trade) and during trading (real‑time) by providing trading analytics and risk models that help them perform predictive analysis, manage risk, change strategy and reduce trading costs.
Analytics Our trading analytics suite helps enable portfolio managers and traders to analyze execution performance before the trade happens (pre‑trade) and during trading (real‑time) by providing trading analytics and risk models that help them perform predictive analysis, manage risk, change strategy and reduce trading costs.
We continually monitor the credit quality of our prime brokers and rely on large multinational banks for most of our execution and clearing needs globally. Our energy, commodities and currency market making and trading activities are primarily conducted through Virtu Financial Global Markets LLC.
We continually monitor the credit quality of our prime brokers and rely on large multinational banks for most of our execution and clearing needs globally.
These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, that are yet to be developed. 14 Further, in light of the U.K.’s withdrawal of its membership from the E.U., which is commonly referred to as “Brexit,” the passporting regime under MiFID II, which enables firms to provide services to countries across the E.U., no longer encompasses the U.K.
Further, in light of the U.K.’s withdrawal of its membership from the E.U., which is commonly referred to as “Brexit,” the passporting regime under MiFID II, which enables firms to provide services to countries across the E.U., no longer encompasses the U.K.
FCA’s Temporary Permissions Regime, pursuant to which its former MiFID branch was deemed to be authorized and regulated by the FCA under U.K. law. As of December 8, 2023, VETL’s application for its London branch to be authorized as a third-country branch was approved by the FCA, facilitating the long-term operational footprint of VETL’s branch in the U.K.
As of December 8, 2023, VETL’s application for 14 its London branch to be authorized as a third-country branch was approved by the FCA, facilitating the long-term operational footprint of VETL’s branch in the U.K. Each of these legislative and regulatory requirements imposes additional technological, operational and compliance costs on us.
We also provide algorithmic trading and order routing that combine technology, access to our differentiated liquidity and support from experienced professionals to help clients execute trades.
We also provide algorithmic trading and order routing that combine technology, access to our differentiated liquidity and support from experienced professionals to help clients execute trades. The segment also includes the results of our capital markets business, in which we act as an agent for issuers in connection with at-the-market offerings and buyback programs.
Technology and software innovation is a primary focus for us, rather than relying solely on the speed of our network. We believe that our scalable technology allows us to access new markets and increase volumes with limited incremental costs.
Some of our competitors in market making and execution services are larger than we are and have more captive order flow in certain assets. Technology and software innovation is a primary focus for us, rather than relying solely on the speed of our network.
The SEC and other SROs have recently enacted and considered rules that may affect our operations and profitability.
These enacted, pending or potential rule changes in law, rule or regulation, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry, though may also have positive impacts. The SEC and other SROs have recently enacted and considered rules that may affect our operations and profitability.
Removed
RFQ‑hub, a multi‑asset platform for global listed and over‑the‑counter (“OTC”) financial instruments, connects buy‑side trading desks and portfolio managers with a large network of sell‑side market makers in Europe, North America and the APAC region, allowing these trading desks to place requests‑for‑quotes (“RFQ”) in negotiated equities, futures, options, swaps, convertible bonds, structured products and commodities.
Added
We also offer a comprehensive research payment account solution, enabling clients to unbundle research and execution payments to comply with the European Markets in Financial Instruments Directive (“MiFID”) II regulations.
Removed
RFQ‑hub is available as a stand‑alone platform and can also be integrated with Triton in certain regions. In May 2022, we formed a consortium of strategic partners and investors to own and support the growth of the RFQ-hub business.
Added
Our energy, commodities and currency market making and trading activities are primarily conducted through Virtu Financial Global Markets LLC, and we conduct our digital asset market making and trading activities primarily through our Singapore affiliate, Virtu Financial Singapore Pte. Ltd..
Removed
Through a series of related transactions, we sold a substantial minority interest in the business to multiple strategic partners and have maintained a majority ownership interest.
Added
Additionally, recent developments in law and regulation relating to digital assets and cryptocurrency include the adoption of the Guiding and Establishing National innovation for U.S.
Removed
In April 2024, the Company entered into a Unit Purchase Agreement to sell a 49% interest in RFQ-hub, and the transaction is expected to close in 2025, subject to the satisfaction of certain closing conditions, including the receipt of specified regulatory approvals. See Note 3 “Business Held for Sale” for further details.
Added
Stablecoins Act (the “GENIUS Act”) and the proposal of the Digital Asset Market Clarity Act (the “CLARITY Act”) and the “Responsible Financial Innovation Act of 2025” in the United States, and the adoption of the Markets in Crypto-Assets Regulation (MiCAR) 13 in the EU.
Removed
Our EMS, OMS, connectivity and RFQ services compete with offerings from independent vendors, agency‑only firms and other sell‑side firms. 11 Some of our competitors in market making and execution services are larger than we are and have more captive order flow in certain assets.
Added
Further, in September 2025, the FTC took steps to dismiss its appeal of a rule it previously announced a final rule banning most non-compete clauses in employer-employee contracts.
Removed
If adopted, these or other potential rule changes may alter the market structure for NMS securities in ways that would disfavor the current competing market center model and lessen the amount of volume executed off-exchange in favor of a central limit order book model or other centralized model for order interaction.
Added
These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, several of which remain outstanding.
Removed
Proposed revisions to SEC Rule 3b-16, Regulation ATS, and Regulation SCI would increase the number of technology platforms that meet the definition of an exchange and would then be required to register as an exchange or alternatively operate as an ATS, and/or operate under the more complex and costly Regulation SCI regime.
Added
We completed our initial public offering (“IPO”) in April 2015, after which shares of our Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) began trading on Nasdaq under the ticker symbol “VIRT.” In 2025, we transferred the listing of the Class A Common Stock from Nasdaq to NYSE.
Removed
Proposed changes to Regulation ATS would revise the format of Form ATS required to be filed and would impose additional disclosures and costs to rewrite and refile those forms. Further, on April 23, 2024, the Federal Trade Commission (FTC) announced a final rule banning most non-compete clauses in employer-employee contracts.
Added
The reports and the other documents that we file with the SEC are also available on the SEC’s website at www.sec.gov. Our Investor Relations Department can be contacted at Virtu Financial, Inc., 163 3 Broadway, New York, NY, 10019, Attn: Investor Relations, e-mail: investor_relations@virtu.com.
Removed
The final rule was scheduled to become effective on September 4, 2024, but it was enjoined by a federal district court in September 2024 on the grounds that the rule exceeds the FTC’s authority. The FTC is appealing the ruling, and therefore its implementation has not yet been definitively resolved.
Removed
These recently adopted and potential additional changes and others may impose additional technological, operational and compliance costs on us and create uncertainty with regard to their effects.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+11 added−15 removed303 unchanged
Biggest changeMoreover, if our systems fail at managing our inventory or customer orders, we could be left with excess inventory that increases our exposure to the volatility of the price of cryptocurrencies. 28 Further, because cryptocurrency, along with other digital assets, is a new and emerging asset class with unique electronic exposure, there is a high degree of fraud, theft, cyberattacks and other forms of risk in the cryptocurrency space, and legal, regulatory and market standards around market conduct, transparency, custody, segregation of client assets, clearing and settlement for these assets, including when traded in spot, ETP/ETF, or other form, are all evolving or unsettled, which can increase risks for us and other market participants.
Biggest changeLegal, regulatory and market standards around market conduct, transparency, custody, segregation of client assets, clearing and settlement for these assets, including when traded in spot, ETP/ETF, or other form, are all evolving or unsettled, which can increase risks for us and other market participants.
Our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located. This may include a disruption involving electrical, satellite, undersea cable or other communications, internet, transportation or other services facilities used by us, our employees or third parties with which we conduct business.
Our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located. This may include a disruption involving electrical, satellite, undersea cable or other communications, internet, transportation or other services facilities used by us, our employees or third parties with which we conduct business.
Class A Common Stock • Substantial future sales of shares of our Class A common stock in the public market could cause our stock price to fall. • Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations and cash flows, and stock price. • We intend to pay regular dividends to our stockholders, but our ability to do so may be limited by our holding company structure, contractual restrictions and regulatory requirements. • Provisions in our charter documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party.
Class A Common Stock • Substantial future sales of shares of our Class A common stock in the public market could cause our stock price to fall. • Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations and cash flows, and stock price. • We intend to pay regular dividends to our stockholders, but our ability to do so may be limited by our holding company structure, contractual restrictions and regulatory requirements. 17 • Provisions in our charter documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party.
Regulators may propose other market structure changes, particularly considering the continued regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
Regulators may propose other market structure changes, particularly considering the continued 29 regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
We entered into three tax receivable agreements with the Virtu Post-IPO Members and the Investor Post-IPO Stockholders (one with the Founder Post-IPO Member, the Employee Trust, Virtu Employee Holdco and other post IPO investors, other than affiliates of Silver Lake Partners and affiliates of Temasek, another with the Investor Post-IPO Stockholders and the other with the Silver Lake Post-IPO Members) that provide for the payment by us to the Virtu Post-IPO Members and the Investor Post-IPO Stockholders (or their transferees of Virtu Financial Units or other assignees) of 85% of the 36 amount of actual cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in Virtu Financial’s assets resulting from (a) the acquisition of equity interests in Virtu Financial from an affiliate of Silver Lake Partners and Temasek, and the Temasek Pre-IPO Member in the Reorganization Transactions (which represents the unamortized portion of the increase in tax basis in Virtu Financial’s assets resulting from a prior acquisition of interests in Virtu Financial by an affiliate of Silver Lake Partners and Temasek, and the Temasek Pre-IPO Member), (b) the purchases of Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) from certain of the Virtu Post-IPO Members using a portion of the net proceeds from the IPO or in any subsequent offering (including, without limitation, the Secondary Offerings), (c) exchanges by the Virtu Post-IPO Members of Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) for shares of our Class A Common Stock or Class B Common Stock, as applicable, or (d) payments under the tax receivable agreements, (ii) any net operating losses available to us as a result of the Mergers and (iii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreements.
We entered into three tax receivable agreements with the Virtu Post-IPO Members and the Investor Post-IPO Stockholders (one with the Founder Post-IPO Member, the Employee Trust, Virtu Employee Holdco and other post IPO investors, other than affiliates of Silver Lake Partners and affiliates of Temasek, another with the Investor Post-IPO Stockholders and the other with the Silver Lake Post-IPO Members) that provide for the payment by us to the Virtu Post-IPO Members and the Investor Post-IPO Stockholders (or their transferees of Virtu Financial Units or other assignees) of 85% of the amount of actual cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in Virtu Financial’s assets resulting from (a) the acquisition of equity interests in Virtu Financial from an affiliate of Silver Lake Partners and Temasek, and the Temasek Pre-IPO Member in the Reorganization Transactions (which represents the unamortized portion of the increase in tax basis in Virtu Financial’s assets resulting from a 35 prior acquisition of interests in Virtu Financial by an affiliate of Silver Lake Partners and Temasek, and the Temasek Pre-IPO Member), (b) the purchases of Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) from certain of the Virtu Post-IPO Members using a portion of the net proceeds from the IPO or in any subsequent offering (including, without limitation, the Secondary Offerings), (c) exchanges by the Virtu Post-IPO Members of Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) for shares of our Class A Common Stock or Class B Common Stock, as applicable, or (d) payments under the tax receivable agreements, (ii) any net operating losses available to us as a result of the Mergers and (iii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreements.
Following recent regulatory attention on U.S. equities market structure, including the practice of wholesale market making and other forms of off exchange trading, the SEC proposed the adoption of new Rule 615, which, if adopted, would dramatically change U.S. equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, and therefore may substantially diminish the volume of our transactions with retail client orders.
Following recent regulatory attention on U.S. equities market structure, including the practice 20 of wholesale market making and other forms of off exchange trading, the SEC proposed the adoption of new Rule 615, which, if adopted, would dramatically change U.S. equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, and therefore may substantially diminish the volume of our transactions with retail client orders.
See Note 9 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further details. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, or issue equity to obtain necessary funds.
See Note 9 21 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further details. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, or issue equity to obtain necessary funds.
If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace and require us to enter into license agreements that may not be 26 available on favorable terms or at all.
If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace and require us to enter into license agreements that may not be available on favorable terms or at all.
We are subject to liquidity risk in our operations. We require liquidity to fund various ongoing obligations, including operating expenses, margin requirements, capital expenditures, debt service and dividend payments. Our main sources of liquidity are cash flow from the operations of our 21 subsidiaries, our broker‑dealer revolving credit facilities (described under “Item 7.
We are subject to liquidity risk in our operations. We require liquidity to fund various ongoing obligations, including operating expenses, margin requirements, capital expenditures, debt service and dividend payments. Our main sources of liquidity are cash flow from the operations of our subsidiaries, our broker‑dealer revolving credit facilities (described under “Item 7.
See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” However, we are a holding company, with our principal asset 38 being our direct and indirect equity interests in Virtu Financial, and we will have no independent means of generating revenue.
See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” However, we are a holding company, with our principal asset being our direct and indirect equity interests in Virtu Financial, and we will have no independent means of generating revenue.
To attract order flow, we compete with other firms not only on our ability to provide liquidity at competitive prices, but also on other factors such as order execution speed and technology. Similarly, revenues from our technology services and agency execution services depend on our ability to offer cutting edge technology and risk management solutions.
To attract order flow, we 19 compete with other firms not only on our ability to provide liquidity at competitive prices, but also on other factors such as order execution speed and technology. Similarly, revenues from our technology services and agency execution services depend on our ability to offer cutting edge technology and risk management solutions.
For example, a given digital asset could be considered a security, a commodity or currency, or some combination thereof, and therefore may be subject to rules and regulations promulgated by federal regulators, including but not limited to the SEC, the CFTC, the Department of Treasury, in addition to state regulators.
For example, a given digital asset could be considered a security, a commodity or currency, or 28 some combination thereof, and therefore may be subject to rules and regulations promulgated by federal regulators, including but not limited to the SEC, the CFTC, the Department of Treasury, in addition to state regulators.
The Founder Post‑IPO Member controls approximately 87.0% of the combined voting power of our common stock as a result of its ownership of our Class C and Class D Common Stock, each share of which is entitled to 1 vote and 10 votes, respectively, on all matters submitted to a vote of our stockholders.
The Founder Post‑IPO Member controls approximately 87.1% of the combined voting power of our common stock as a result of its ownership of our Class C and Class D Common Stock, each share of which is entitled to 1 vote and 10 votes, respectively, on all matters submitted to a vote of our stockholders.
When Virtu Financial makes such distributions, the other equity holders of Virtu Financial will be entitled to receive equivalent distributions pro rata based on their economic interests in Virtu Financial. In order for Virtu Financial to make distributions, it may need to receive distributions from its subsidiaries.
When Virtu Financial makes such distributions, the other equity holders of Virtu Financial will be entitled to receive equivalent distributions pro rata based on their economic interests in Virtu Financial. In order for Virtu 37 Financial to make distributions, it may need to receive distributions from its subsidiaries.
As the sole managing member of Virtu Financial, we cause Virtu Financial to make distributions to its equity holders, including the Founder Post-IPO Member, Virtu Employee Holdco, certain current and former members of management of the Company and their affiliates (the “Management Members”) and us, in amounts sufficient to fund dividends to our stockholders in accordance with our dividend policy and, as further described below, to cover all applicable taxes payable by us and any payments we are obligated to make under the tax receivable agreements we entered into as part of the Reorganization Transactions, but we are limited in our ability to cause Virtu Financial to make these and other distributions to us (including for purposes of paying corporate and other overhead expenses and dividends) under our Credit Agreement governing our $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (“First Lien Term B-1 Loan Facility”).
As the sole managing member of Virtu Financial, we cause Virtu Financial to make distributions to its equity holders, including the Founder Post-IPO Member, Virtu Employee Holdco, certain current and former members of management of the Company and their affiliates (the “Management Members”) and us, in amounts sufficient to fund dividends to our stockholders in accordance with our dividend policy and, as further described below, to cover all applicable taxes payable by us and any payments we are obligated to make under the tax receivable agreements we entered into as part of the Reorganization Transactions, but we are limited in our ability to cause Virtu Financial to make these and other distributions to us (including for purposes of paying corporate and other overhead expenses and dividends) under our Credit Agreement governing our $1,545.0 million in aggregate principal amount of Senior Secured First Lien Term B-2 Loans due 2031 (“First Lien Term B-2 Loan Facility”).
Similarly, VFIL, VETL and VIUK, our regulated 27 subsidiaries in Ireland and the U.K., are subject to change in control regulations promulgated by the CBI and/or the FCA, and other registered or regulated foreign subsidiaries may be subject to similar regulations in applicable jurisdictions.
Similarly, VFIL, VETL and VIUK, our regulated subsidiaries in Ireland and the U.K., are subject to change in control regulations promulgated by the CBI and/or the FCA, and other registered or regulated foreign subsidiaries may be subject to similar regulations in applicable jurisdictions.
Any of these laws, rules or regulations, as well as changes in legislation or regulation and changes in market customs and practices could have a material adverse effect on our business, financial condition, results of 29 operations and cash flows.
Any of these laws, rules or regulations, as well as changes in legislation or regulation and changes in market customs and practices could have a material adverse effect on our business, financial condition, results of operations and cash flows.
These provisions of the tax receivable agreements may result in situations where the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders have interests that differ from or are in addition to those of our other 37 shareholders.
These provisions of the tax receivable agreements may result in situations where the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders have interests that differ from or are in addition to those of our other shareholders.
Representative Peter DeFazio and former Senator Thomas Harkin introduced proposed legislation, a bill entitled the “Wall Street Trading and Speculators Tax Act,” which would have, subject to certain exceptions, imposed an excise tax on the purchase of a security, including equities, bonds, debentures, other debt and interests in derivative financial instruments, if the purchase occurred or was cleared on a trading facility in the U.S. and the purchaser or seller is a 32 U.S. person.
Representative Peter DeFazio and former Senator Thomas Harkin introduced proposed legislation, a bill entitled the “Wall Street Trading and Speculators Tax Act,” which would have, subject to certain exceptions, imposed an excise tax on the purchase of a security, including equities, bonds, debentures, other debt and interests in derivative financial instruments, if the purchase occurred or was cleared on a trading facility in the U.S. and the purchaser or seller is a 31 U.S. person.
As a result, we are considered a “controlled company” for purposes of the Nasdaq rules and corporate governance standards, and therefore we are permitted and may elect not to or may have elected not to, comply with certain Nasdaq corporate governance requirements, including those that would otherwise require our Board of Directors to have a majority of independent directors and require that we either establish a Compensation and Nominating and Corporate Governance Committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the Board of Directors by the independent members of the Board of Directors.
As a result, we are considered a “controlled company” for purposes of the NYSE rules and corporate governance standards, and therefore we are permitted and may elect not to or may have elected not to, comply with certain NYSE corporate governance requirements, including those that would otherwise require our Board of Directors to have a majority of independent directors and require that we either establish a Compensation and Nominating and Corporate Governance Committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the Board of Directors by the independent members of the Board of Directors.
Similarly, VFIL, VETL and VIUK are subject to change in control 39 regulations promulgated by the CBI and/or the FCA. We may also be subject to similar restrictions in other jurisdictions in which we operate.
Similarly, VFIL, VETL and VIUK are subject to change in control regulations promulgated by the CBI and/or the FCA. We may also be subject to similar restrictions in other jurisdictions in which we operate.
Although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or may not 24 cover any losses.
Although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or may not cover any losses.
Business and Operations • Our revenues and profitability depend on trading volume, volatility, retail participation and other characteristics in the markets in which we operate and the order flow with which we interact and therefore are subject to factors beyond our control, are prone to significant fluctuations and are difficult to predict. • We are dependent upon our trading counterparties, clients and clearing houses to perform their obligations to us. • We may incur losses in our market making activities and our execution services businesses due to failures of our customized trading platform, due to market risk or from a lack of perfect information. • The valuation of the securities we hold at any particular time may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period. • We face substantial competition and other competitive dynamics which could harm our financial performance. • Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. • We could lose significant sources of revenues if we lose any of our larger clients or sources of order flow or lose access to an important exchange or other trading venue or if we fail to adapt to proposed new regulations, should they become final rules. • We are subject to liquidity risk in our operations. • Self‑clearing and other elements of our trade processing expose us to operational, financial and liquidity risks. • We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. • We depend on our technology and our results may be negatively impacted if we cannot remain competitive. • Artificial intelligence and machine learning are new and emerging technologies and could ultimately cause harm to our business. • Our reliance on our computer systems and software could expose us to material financial and reputational harm if any of our computer systems or software were subject to any material disruption or corruption. • We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence. • Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays. • Failure or poor performance of third‑party software, infrastructure or systems could adversely affect our business. • The use of open source software may expose us to additional risks. • We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business. • Fluctuations in currency exchange rates could negatively impact our earnings. • We may incur material losses on foreign exchange transactions entered into on behalf of clients and be exposed to material liquidity risk due to counterparty defaults or errors. • We may experience risks associated with future growth or expansion of our operations or acquisitions, strategic investments or dispositions of businesses, and we may never realize the anticipated benefits of such activities. • Our future efforts to sell shares of our common stock or raise additional capital may be inhibited by regulations. • We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business and our success depends, in part, on our ability to identify, recruit and retain skilled management and technical personnel. 17 • We may be subject to increased risks or business disruption, incur losses or suffer reputational harm in relation to or as a result of climate change. • Cryptocurrency is an emerging asset class that carries unique risk, including the risk of financial loss.
Business and Operations • Our revenues and profitability depend on trading volume, volatility, retail participation and other characteristics in the markets in which we operate and the order flow with which we interact and therefore are subject to factors beyond our control, are prone to significant fluctuations and are difficult to predict. • We are dependent upon our trading counterparties, clients and clearing houses to perform their obligations to us. • We may incur losses in our market making activities and our execution services businesses due to failures of our customized trading platform, due to market risk or from a lack of perfect information. • The valuation of the securities we hold at any particular time may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period. • We face substantial competition and other competitive dynamics which could harm our financial performance. • Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. • We could lose significant sources of revenues if we lose any of our larger clients or sources of order flow or lose access to an important exchange or other trading venue or if we fail to adapt to proposed new regulations, should they become final rules. • We are subject to liquidity risk in our operations. • Self‑clearing and other elements of our trade processing expose us to operational, financial and liquidity risks. • We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. • We are pursuing a growth strategy which involves increased investment in employee-related expenses and technical infrastructure, and our ability to realize benefits from these investments is uncertain. • We depend on our technology and our results may be negatively impacted if we cannot remain competitive. • Cryptocurrency is an emerging asset class that carries unique risk, including the risk of financial loss. • Artificial intelligence and machine learning are new and emerging technologies and could ultimately cause harm to our business. 16 • Our reliance on our computer systems and software could expose us to material financial and reputational harm if any of our computer systems or software were subject to any material disruption or corruption. • We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence. • Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays. • Failure or poor performance of third‑party software, infrastructure or systems could adversely affect our business. • The use of open source software may expose us to additional risks. • We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business. • Fluctuations in currency exchange rates could negatively impact our earnings. • We may incur material losses on foreign exchange transactions entered into on behalf of clients and be exposed to material liquidity risk due to counterparty defaults or errors. • We may experience risks associated with future growth or expansion of our operations or acquisitions, strategic investments or dispositions of businesses, and we may never realize the anticipated benefits of such activities. • Our future efforts to sell shares of our common stock or raise additional capital may be inhibited by regulations. • We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business and our success depends, in part, on our ability to identify, recruit and retain skilled management and technical personnel. • We may be subject to increased risks or business disruption, incur losses or suffer reputational harm in relation to or as a result of climate change.
We also rely on certain third‑party software, third‑party computer systems and third‑party service providers, including clearing systems, exchange systems, alternate trading systems, order routing systems, internet service providers, 25 communications facilities and other facilities.
We also rely on certain third‑party software, third‑party computer systems and third‑party service providers, including clearing systems, exchange systems, alternate trading systems, order routing systems, internet service providers, communications facilities and other facilities.
We expect that, as a result of the amount of the increases in the tax basis of the tangible and intangible assets of Virtu Financial, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefits described above, future payments to the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders in respect of the purchases, the exchanges and the Mergers in connection with the IPO, the purchases and exchanges completed in connection with our subsequent public offerings, the Secondary Offerings, and exchanges by employees and other Virtu Post-IPO Members will range from approximately $0.1 million to $22.1 million per year over the next 15 years.
We expect that, as a result of the amount of the increases in the tax basis of the tangible and intangible assets of Virtu Financial, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefits described above, future payments to the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders in respect of the purchases, the exchanges and the Mergers in connection with the IPO, the purchases and exchanges completed in connection with our subsequent public offerings, the Secondary Offerings, and exchanges by employees and other Virtu Post-IPO Members will range from approximately $0.3 million to $22.5 million per year over the next 15 years.
Any of these effects of the U.K.’s departure from the E.U., and others we cannot anticipate or that may evolve over time, could adversely affect our business, results of operations and financial condition. 33 In connection with our historical acquisitions, the Company is subject to potential liabilities that could materially and adversely affect our business.
Any of these effects of the U.K.’s departure from the E.U., and others we cannot anticipate or that may evolve over time, could adversely affect our business, results of operations and financial condition. 32 In connection with our historical acquisitions, the Company is subject to potential liabilities that could materially and adversely affect our business.
If we default on our indebtedness, our business, financial condition and results of operation could suffer a material adverse effect. We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the Nasdaq rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements.
If we default on our indebtedness, our business, financial condition and results of operation could suffer a material adverse effect. We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the NYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements.
If we are prevented from using any of our current trading operations, or if our business continuity operations do not work effectively, we may not have complete business continuity, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 40 ITEM 1B. UNRESOLVED STAFF COMMENTS None. 41
If we are prevented from using any of our current trading operations, or if our business continuity operations do not work effectively, we may not have complete business continuity, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 39 ITEM 1B. UNRESOLVED STAFF COMMENTS None. 40
The EU Financial Transaction Tax was initially intended to be implemented within those 11 European Union Member States in January 2014. In 2016, Estonia, one of the original members, withdrew its support for the proposal. As of December 31, 2024, such tax has not yet been implemented.
The EU Financial Transaction Tax was initially intended to be implemented within those 11 European Union Member States in January 2014. In 2016, Estonia, one of the original members, withdrew its support for the proposal. As of December 31, 2025, such tax has not yet been implemented.
Our Credit Agreement restricts the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreements.
Our Credit Agreement 36 restricts the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreements.
The varying compliance requirements of these different regulatory jurisdictions, which are often unclear, may limit our ability to continue existing international operations and further expand internationally. 31 Certain of our subsidiaries are subject to regulatory capital rules of the SEC, FINRA, other SROs and foreign regulators.
The varying compliance requirements of these different regulatory jurisdictions, which are often unclear, may limit our ability to continue existing international operations and further expand internationally. 30 Certain of our subsidiaries are subject to regulatory capital rules of the SEC, FINRA, other SROs and foreign regulators.
Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules and corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the NYSE rules and corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
The Credit Agreement also provides for a revolving credit facility which allows us to borrow on a revolving basis, subject to maximum borrowing limit of $250.0 million, which was subsequently amended to $300.0 million, under which we had no borrowing outstanding as of December 31, 2024.
The Credit Agreement also provides for a revolving credit facility which allows us to borrow on a revolving basis, subject to maximum borrowing limit of $250.0 million, which was subsequently amended to $300.0 million, under which we had no borrowing outstanding as of December 31, 2025.
Additionally, we are party to an uncommitted facility (the “Uncommitted Facility”), subject to a maximum borrowing limit of $400.0 million, under which we had no borrowings outstanding as of December 31, 2024. We are also a party to a $650.0 million broker-dealer revolving credit facility (the “Committed Facility”) under which we had no borrowings outstanding as of December 31, 2024.
Additionally, we are party to an uncommitted facility (the “Uncommitted Facility”), subject to a maximum borrowing limit of $400.0 million, under which we had no borrowings outstanding as of December 31, 2025. We are also a party to a $650.0 million broker-dealer revolving credit facility (the “Committed Facility”) under which we had no borrowings outstanding as of December 31, 2025.
The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy and have a negative impact on our revenues, in addition to potentially causing employee morale problems and/or the loss of key employees. In particular, Mr.
The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy and have a negative impact on our revenues, in addition to potentially causing employee morale problems and/or the loss of key employees.
As a public company, we incur significant levels of legal, accounting and other expenses. Sarbanes-Oxley and related rules of the SEC, together with the listing requirements of Nasdaq, impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting.
As a public company, we incur significant levels of legal, accounting and other expenses. Sarbanes-Oxley and related rules of the SEC, together with the listing requirements of NYSE, impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting.
These regulations could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of our Class A Common Stock in the future, which could reduce the market price of our Class A Common Stock. General Risks Our stock price may be volatile.
These regulations could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of our Class A Common Stock in the future, which could reduce the market price of our Class A Common Stock. 38 General Risks Factors Our stock price may be volatile.
No adjustments to the exchange ratio for Virtu Financial Units and corresponding shares of 34 common stock will be made as a result of any cash distribution by us or any retention of cash by us, and in any event the ratio will remain one‑to‑one.
No adjustments to the exchange ratio for Virtu Financial Units and corresponding shares of 33 common stock will be made as a result of any cash distribution by us or any retention of cash by us, and in any event the ratio will remain one‑to‑one.
Organization and Structure • We are a holding company and our principal asset is our 56.9% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses. • We are controlled by the Founder Post‑IPO Member, whose interests in our business may be different than the interests of other shareholders, and certain statutory provisions afforded to stockholders are not applicable to us. • We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business. • We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the Nasdaq rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements. • We are required to pay the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders for certain tax benefits we may claim, and the amounts we may pay could be significant.
Organization and Structure • We are a holding company and our principal asset is our 57.2% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses. • We are controlled by the Founder Post‑IPO Member, whose interests in our business may be different than the interests of other shareholders, and certain statutory provisions afforded to stockholders are not applicable to us. • We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business. • We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the NYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements. • We are required to pay the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders for certain tax benefits we may claim, and the amounts we may pay could be significant.
Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. The majority of our market making revenue for 2024 was derived from our market making in U.S. equities.
Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. The majority of our market making revenue for 2025 was derived from our market making in U.S. equities.
Cifu, may not directly or indirectly engage in certain competitive activities until the third 35 anniversary of the date on which such person ceases to be an officer, director or employee of ours. Our non‑employee directors are not subject to any such restriction. To the extent that the Founder Post-IPO Member, Mr.
Simons, may not directly or indirectly engage in certain competitive activities until the third anniversary of the date on which such person ceases to be an officer, director or employee of ours. Our non‑employee directors are not subject to any such restriction. To the extent that the Founder Post-IPO Member, Mr.
The holders of these 79,008,091 shares of our Class A Common Stock, including shares issuable upon exchange, conversion or vesting as described above, are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act.
The holders of these 79,816,694 shares of our Class A Common Stock, including shares issuable upon exchange, conversion or vesting as described above, are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act.
In 2022, we incurred $1.8 billion of term loans under the Credit Agreement (as defined below) in connection with a refinancing transaction entered into on January 13, 2022, which was subsequently amended to $1.2 billion on June 21, 2024. In 2024, we also incurred $0.5 billion of senior secured first lien notes.
In 2022, we incurred $1.8 billion of term loans under the Credit Agreement (as defined below) in connection with a refinancing transaction entered into on January 13, 2022, which was subsequently amended to $1.2 billion on June 21, 2024 and to $1.5 billion on September 23, 2025. In 2024, we also incurred $0.5 billion of senior secured first lien notes.
The prior SEC administration proposed several rule changes focused on equity market structure reform, some of which have been adopted.
For example, the prior SEC administration proposed several rule changes focused on equity market structure reform, some of which have been adopted.
The two acts entered into force on March 28, 2024, with the MiFIR amending regulation applying from that date, and the MiFID II amendments requiring adoption by Member States by September 29, 2025.
The two acts entered into force on March 28, 2024, with the MiFIR Amending Regulation applying from that date, and the MiFID Amending Directive requiring adoption by Member States by September 29, 2025.
Risks Related to Our Organization and Structure We are a holding company and our principal asset is our 56.9% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses.
Risks Related to Our Organization and Structure We are a holding company and our principal asset is our 57.2% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses.
Our performance is substantially dependent on the performance of our senior management, including Douglas Cifu, our Chief Executive Officer, Joseph Molluso, our Co-President and Co-Chief Operating Officer, Brett Fairclough, our Co-President and Co-Chief Operating Officer, Cindy Lee, our Chief Financial Officer and Stephen Cavoli, our Executive Vice President, Global Head of Execution Services.
Our performance is substantially dependent on the performance of our senior management, including Aaron Simons, our Chief Executive Officer, Joseph Molluso, our Co-President and Co-Chief Operating Officer, Brett Fairclough, our Co-President and Co-Chief Operating Officer, Cindy Lee, our Chief Financial Officer and Stephen Cavoli, our Executive Vice President, Global Head of Execution Services.
For example, MiFID, which was implemented in November 2007, has been replaced by MiFID II/Markets in Financial Investments Regulation (“MiFIR”), which was adopted by the European Parliament on April 15, 2014 and by the Council on May 13, 2014, entered into force on July 2, 2014, and became effective on January 3, 2018.
For example, MiFID, which was implemented in November 2007, has been replaced by MiFID II/MiFIR, which was adopted by the European Parliament on April 15, 2014 and by the Council on May 13, 2014, entered into force on July 2, 2014, and became effective on January 3, 2018.
We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. As of December 31, 2024, we had an aggregate of $1,767.3 million outstanding indebtedness under our long-term borrowings.
We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. As of December 31, 2025, we had an aggregate of $2,067.3 million outstanding indebtedness under our long-term borrowings.
Specifically, the SEC under the previous administration (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infrastructure rule proposals”) which have a compliance date commencing in November 2025, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but is currently subject to legal challenge, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court.
Specifically, the SEC under the previous administration (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infrastructure rule proposals”) which had a compliance date commencing in November 2025 which has now been postponed to November 2026, (ii) adopted amendments to Rule 605 of Regulation NMS, which had an initial compliance date on or about December 15, 2025 that has now been postponed until August 1, 2026 , (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but was vacated by the 11th Circuit Court of Appeals in July 2025, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court.
Of these shares, 79,128,972 shares sold in the IPO and the Secondary Offerings are freely tradable without further restriction under the Securities Act.
Of these shares, 79,041,198 shares sold in the IPO and the Secondary Offerings are freely tradable without further restriction under the Securities Act.
We have filed a registration statement under the Securities Act registering 26,000,000 shares of our Class A Common Stock reserved for issuance under our Amended and Restated 2015 Management Incentive Plan, 2,606,625 of which are issuable, and we entered into the Registration Rights Agreement (as defined below) pursuant to which we granted demand and piggyback registration rights to the Founder Post-IPO Member, Temasek, another former stockholder, and piggyback registration rights to certain of the other Virtu Post-IPO Members.
We have filed registration statements under the Securities Act registering an aggregate of 33,500,000 shares of our Class A Common Stock reserved for issuance under our Second Amended and Restated 2015 Management Incentive Plan, 7,625,526 of which are issuable, and we entered into the Registration Rights Agreement (as defined below) pursuant to which we granted demand and piggyback registration rights to the Founder Post-IPO Member, Temasek, another former stockholder, and piggyback registration rights to certain of the other Virtu Post-IPO Members.
We are a holding company and our principal asset is our direct and indirect ownership of 56.9% of the Virtu Financial Units as of December 31, 2024. We have no independent means of generating revenue.
We are a holding company and our principal asset is our direct and indirect ownership of 57.2% of the Virtu Financial Units as of December 31, 2025. We have no independent means of generating revenue.
The remaining balance of 80,065,595 shares of Class A Common Stock outstanding as of December 31, 2024 (including shares issuable upon exchange and/or conversion, or vesting) are “restricted securities,” as that term is defined under Rule 144 of the Securities Act.
The remaining balance of 79,816,694 shares of Class A Common Stock outstanding as of December 31, 2025 (including shares issuable upon exchange and/or conversion, or vesting) are “restricted securities,” as that term is defined under Rule 144 of the Securities Act.
Any actual or perceived breach of our cybersecurity could damage our reputation, expose us to a risk of loss or litigation and possible liability, require us to expend significant capital and other resources to alleviate problems caused by such breaches and otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any actual or perceived breach of our cybersecurity could damage our reputation, expose us to a risk of loss or litigation and possible liability, require us to expend significant capital and other resources to alleviate problems caused by such breaches and otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. 24 Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays.
We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business, and our success depends in part on our ability to identify, recruit and retain skilled management and technical personnel.
We may be subject to similar restrictions in other jurisdictions in which we operate. 27 We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business, and our success depends in part on our ability to identify, recruit and retain skilled management and technical personnel.
These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, that are yet to be developed. Each of these and other proposals may impose technological and compliance costs on us.
These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, several of which remain outstanding. Each of these and other proposals may impose technological and compliance costs on us.
Also, certain of our non-guarantor subsidiaries are party to various short-term credit facilities with various prime brokers and other financial institutions in an aggregate amount of $623.2 million under which we had $123.0 million in borrowings outstanding at December 31, 2024. 22 The credit agreement entered into on January 13, 2022 by and among VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and subsequently amended on June 21, 2024 (the “Credit Agreement”), and any other existing or future indebtedness of ours may contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our restricted subsidiaries’ ability to, among other things: • incur additional debt, guarantee indebtedness or issue certain preferred equity interests; • pay dividends on or make distributions in respect of, or repurchase or redeem, our equity interests or make other restricted payments; • prepay, redeem or repurchase certain debt; • make loans or certain investments; • sell certain assets; • create liens on our assets; • consolidate, merge or sell or otherwise dispose of all or substantially all of our assets; • enter into certain transactions with our affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • designate our subsidiaries as unrestricted subsidiaries.
The credit agreement entered into on January 13, 2022 by and among VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and subsequently amended on June 21, 2024, February 19, 2025, and September 23, 2025 (the “Credit Agreement”), and any other existing or future indebtedness of ours may contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our restricted subsidiaries’ ability to, among other things: • incur additional debt, guarantee indebtedness or issue certain preferred equity interests; • pay dividends on or make distributions in respect of, or repurchase or redeem, our equity interests or make other restricted payments; • prepay, redeem or repurchase certain debt; • make loans or certain investments; • sell certain assets; • create liens on our assets; • consolidate, merge or sell or otherwise dispose of all or substantially all of our assets; • enter into certain transactions with our affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • designate our subsidiaries as unrestricted subsidiaries.
As a result of these regulations, our future efforts to sell shares of our common stock or raise additional capital may be delayed or prohibited. We may be subject to similar restrictions in other jurisdictions in which we operate.
As a result of these regulations, our future efforts to sell shares of our common stock or raise additional capital may be delayed or prohibited.
Flaws in our strategies, order management system, risk management processes, latencies or inaccuracies in the market data that we use to generate our quotes, or human error in managing risk parameters or other strategy inputs, may lead to unexpected and unprofitable trades, which may result in material trading losses and could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 A significant portion of our revenues are derived from our trading as principal in our role as a formal or registered market maker and liquidity provider on various exchanges and markets, as well as direct to customer market making.
Flaws in our strategies, order management system, risk management processes, latencies or inaccuracies in the market data that we use to generate our quotes, or human error in managing risk parameters or other strategy inputs, may lead to unexpected and unprofitable trades, which may result in material trading losses and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
As of December 31, 2024, we had 84,976,325 shares of Class A Common Stock outstanding and 5,564,532 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan (as defined below) upon the vesting of granted but unvested restricted stock units, excluding 2,606,625 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan but not yet granted, and 68,653,710 shares of Class A Common Stock issuable upon potential exchanges and/or conversions.
As of December 31, 2025, we had 84,919,931 shares of Class A Common Stock outstanding and 5,876,036 shares of Class A Common Stock issuable pursuant to the Second Amended and Restated 2015 Management Incentive Plan (as defined below) upon the vesting of granted but unvested restricted stock units, excluding shares of Class A Common Stock issuable pursuant to the Second Amended and Restated 2015 Management Incentive Plan but not yet granted, and 68,061,925 shares of Class A Common Stock issuable upon potential exchanges and/or conversions.
General • Our stock price may be volatile. • We incur increased costs as a result of being a public company. • Our stock price and trading volume could decline as a result of inaccurate or unfavorable research, or the cessation of research coverage, about us or our business published by securities or industry analysts. • We may incur losses as a result of unforeseen or catastrophic events, including the emergence of another pandemic, social unrest, terrorist attacks, extreme weather events or other natural disasters. • Our reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates. 18 Risks Related to Our Business and Operations Our revenues and profitability depend on trading volume, volatility, retail participation and other characteristics of the markets in which we operate and the order flow with which we interact, and therefore are subject to factors beyond our control, are prone to significant fluctuations and are difficult to predict.
General • Our stock price may be volatile. • We incur increased costs as a result of being a public company. • Our stock price and trading volume could decline as a result of inaccurate or unfavorable research, or the cessation of research coverage, about us or our business published by securities or industry analysts. • We may incur losses as a result of unforeseen or catastrophic events, including the emergence of another pandemic, social unrest, terrorist attacks, extreme weather events or other natural disasters. • Our reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates.
If our trading counterparties do not meet their obligations to us, or if any central clearing parties fail to properly manage defaults by market participants, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows.
If our trading counterparties do not meet their obligations to us, or if any central clearing parties fail to properly manage defaults by market participants, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows. 18 We may incur losses in our market making activities and our execution services businesses due to failures of our customized trading platform, due to market risk or from a lack of perfect information.
If our arrangements with any third party are terminated, we may not be able to find an alternative source of software or systems support on a timely basis or on commercially reasonable terms. This could also have a material adverse effect on our business, financial condition, results of operations and cash flows.
If our arrangements with any third party are terminated, we may not be able to find an alternative source of software or systems support on a timely basis or on commercially reasonable terms.
These larger and better capitalized competitors may be better able to respond to changes in the market making industry, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to manage costs and expenses and to compete for market share 20 generally.
These larger and better capitalized competitors may be better able to respond to changes in the market making industry, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to finance capital projects including but not limited to infrastructure projects relating to artificial intelligence and machine learning that could alter competitive dynamics, to manage costs and expenses and to compete for market share generally.
Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays. Our business activities are heavily dependent on the integrity and performance of the computer and communications systems supporting them.
Our business activities are heavily dependent on the integrity and performance of the computer and communications systems supporting them.
We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant part of our outstanding indebtedness. Despite our substantial indebtedness, we may still be able to incur significantly more debt, which could intensify the risks associated with our substantial indebtedness.
We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant part of our outstanding indebtedness.
The value of cryptocurrencies and other digital assets, whether traded in spot, ETP/ETF, or other form, is based in part on market adoption and future expectations, which may or may not be realized. As a result, the prices of cryptocurrencies and other digital assets are highly speculative.
Cryptocurrency and other digital assets are an emerging asset class that carries unique risk, including the risk of financial loss. The value of cryptocurrencies and other digital assets, whether traded in spot, ETP/ETF, or other form, is based in part on market adoption and future expectations, which may or may not be realized.
The potential for new rules or regulations or the application of existing rules or regulations related to cryptocurrency and digital assets could also increase the costs and risks associated with participating in these markets.
The implementation of the GENIUS Act in the United States and MiCAR in the EU, as well as the adoption of other crypto focused legislation in the United States or other jurisdictions, and other potential new rules or regulations or the application of existing rules or regulations related to cryptocurrency and digital assets could also increase the costs and risks associated with participating in these markets.
The use of open source software may expose us to additional risks. We use software development tools covered by open source licenses and may incorporate such open source software into our proprietary software from time to time.
This could also have a material adverse effect on our business, financial condition, results of operations and cash flows. 25 The use of open source software may expose us to additional risks. We use software development tools covered by open source licenses and may incorporate such open source software into our proprietary software from time to time.
Although we maintain insurance, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate. Legal and Regulatory Risks Regulatory and legal uncertainties could harm our business. Securities and derivatives businesses are heavily regulated.
Although we maintain insurance, 23 there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.
We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business. The covenants in our Credit Agreement may negatively impact our ability to finance future operations or capital needs or to engage in other business activities.
The covenants in our Credit Agreement may negatively impact our ability to finance future operations or capital needs or to engage in other business activities.
Due to this highly volatile nature, prices of cryptocurrencies and other digital assets have been subject to dramatic fluctuations which may impact our balance sheet. For example, if the price of the cryptocurrencies we hold in inventory drops below the price we paid to acquire this inventory, we could incur a loss.
As a result, the prices of cryptocurrencies and other digital assets are highly speculative. Due to this highly volatile nature, prices of cryptocurrencies and other digital assets have been subject to dramatic fluctuations which may impact our balance sheet.
Viola, any of our non‑employee directors or any of their respective affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. In addition, subject to the restrictions on competitive activities described below, Mr.
Viola, any of our non‑employee directors or any of their respective affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. The Amended and Restated Virtu Financial LLC Agreement provides that Mr. Viola, in addition to our executive officers and our employees that are Virtu Post-IPO Members, including Mr.
Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows. Fluctuations in currency exchange rates could negatively impact our earnings.
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows. 26 Fluctuations in currency exchange rates could negatively impact our earnings.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Cryptocurrency and other digital assets are an emerging asset class that carries unique risk, including the risk of financial loss.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Legal and Regulatory Risks Regulatory and legal uncertainties could harm our business. Securities and derivatives businesses are heavily regulated.
The MiFID II regime has been under review, with European Union authorities making further changes to the regime.
The MiFID II regime has been under review, with European Union authorities making further changes to the regime. On February 28, 2024, the MiFID Amending Directive (Directive (EU) 2024/790) and the MiFIR Amending Regulation (Regulation (EU) 2024/791) were each adopted.
Borrowings under the Credit Agreement, the Uncommitted Facility and the Committed Facility are at variable rates of interest and expose us to interest rate risk.
Despite our substantial indebtedness, we may still be able to incur significantly more debt, which could intensify the risks associated with our substantial indebtedness. 22 Borrowings under the Credit Agreement, the Uncommitted Facility and the Committed Facility are at variable rates of interest and expose us to interest rate risk.
Viola, our non‑employee directors or any of their respective affiliates invests in other businesses, they may have differing interests than our other stockholders. Messrs. Viola and Cifu also have business relationships outside of our business.
Viola, our non‑employee directors or any of their respective affiliates invests in other businesses, they may have differing interests than our other stockholders. 34 We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business.
Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. 23 We depend on our technology, and our future results may be negatively impacted if we cannot remain technologically competitive.
Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. We are pursuing a growth strategy which involves increased investment in employee related expenses and technical infrastructure, and our ability to realize benefits from these investments is uncertain.

… 26 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−0 removed11 unchanged
Biggest changeThe CISO reports directly to the Chief Executive Officer, and together with the Global Security team, possesses significant experience in various roles involving managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs. As part of its Security Program, the Company has developed policies and procedures governing cybersecurity (the “Cybersecurity Program”).
Biggest changeThe CISO reports directly to the Chief Executive Officer, and together with the Global Security team, possesses significant experience in various roles involving managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs.
For more information about the cybersecurity risks we face, see the risk factor entitled “We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence” in Item 1A - Risk Factors. 42
For more information about the cybersecurity risks we face, see the risk factor entitled “We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence” in Item 1A - Risk Factors. 41
Added
Specifically, the CISO holds a degree in computer engineering and possesses over 25 years of relevant technical experience, having held roles of increasing seniority across development, infrastructure, IT and cybersecurity functions at the Company, a predecessor, and other organizations. As part of its Security Program, the Company has developed policies and procedures governing cybersecurity (the “Cybersecurity Program”).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this item is set forth in the “Legal Proceedings” section in Note 15 “Commitments, Contingencies and Guarantees” to the Company’s Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data”, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 43 PART II 44
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this item is set forth in the “Legal Proceedings” section in Note 16 “Commitments, Contingencies and Guarantees” to the Company’s Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data”, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 42 PART II 43

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 43 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 45 I TEM 6. RESERVED 48 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 76 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 42 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 44 I TEM 6. RESERVED 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 76 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+0 added−0 removed10 unchanged
Biggest changeIndex 12/31/2019 6/30/2020 12/31/2020 6/30/2021 12/31/2021 6/30/2022 12/30/2022 6/30/2023 12/29/2023 06/28/2024 12/30/2024 Virtu Financial Inc. 100.00 151.08 164.42 177.26 188.33 149.69 133.33 108.76 132.35 144.56 234.78 S&P 500 100.00 95.96 116.26 133.02 147.52 117.17 118.84 137.75 147.64 169.01 182.83 NYSE Arca Securities Broker/Dealer 100.00 93.62 130.03 161.55 167.66 131.31 154.67 162.44 191.92 217.47 278.21 Stock and Common Units Repurchases Pursuant to the exchange agreement (the “Exchange Agreement”) entered into on April 15, 2015 by and among the Company, Virtu Financial and holders of Virtu Financial Units, Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) may be exchanged at any time for shares of our Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Biggest changeIndex 12/31/2020 6/30/2021 12/31/2021 6/30/2022 12/30/2022 6/30/2023 12/29/2023 6/28/2024 12/30/2024 06/30/2025 12/31/2025 Virtu Financial Inc. 100.00 107.81 114.54 91.04 81.09 66.15 80.49 87.92 142.79 175.76 132.38 S&P 500 100.00 114.41 126.89 100.78 102.22 118.49 126.99 145.38 157.26 165.20 182.25 NYSE Arca Securities Broker/Dealer 100.00 124.24 128.94 100.98 118.95 124.92 147.59 167.24 213.95 262.98 271.54 Stock and Common Units Repurchases Pursuant to the exchange agreement (the “Exchange Agreement”) entered into on April 15, 2015 by and among the Company, Virtu Financial and holders of Virtu Financial Units, Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) may be exchanged at any time for shares of our Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
The graph assumes $100 was invested in our Class A Common Stock, the S&P 500 Index and the NYSE Arca Securities 45 Broker/Dealer Index. It assumes that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes.
The graph assumes $100 was invested in our Class A Common Stock, the S&P 500 Index and the NYSE Arca Securities 44 Broker/Dealer Index. It assumes that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Class A Common Stock trade on Nasdaq under the ticker symbol “VIRT.” There is no established public trading market for Class B Common Stock, Class C Common Stock or Class D Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Class A Common Stock trade on NYSE under the ticker symbol “VIRT.” There is no established public trading market for Class B Common Stock, Class C Common Stock or Class D Common Stock.
Dividend and Capital Return Policy Our Board of Directors has adopted a policy of returning excess cash to our stockholders. The Board of Directors declared and we paid quarterly cash dividends of $0.24 during the years ended December 31, 2024, 2023, and 2022.
Dividend and Capital Return Policy Our Board of Directors has adopted a policy of returning excess cash to our stockholders. The Board of Directors declared and we paid quarterly cash dividends of $0.24 during the years ended December 31, 2025, 2024, and 2023.
Repurchases may also be made under Rule 10b5-1 plans. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.
Repurchases may also be made under Rule 10b5-1 plans. The timing and amount of repurchase transactions are determined by the Company’s management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A Common Stock, from December 31, 2019 through December 31, 2024, with the S&P 500 Index and the NYSE Arca Securities Broker/Dealer Index.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A Common Stock, from December 31, 2020 through December 31, 2025, with the S&P 500 Index and the NYSE Arca Securities Broker/Dealer Index.
On April 24, 2024, the Company’s Board of Directors authorized the expansion of the program by an additional $500 million to $1,720 million and extended the duration through 46 April 24, 2026. The Company may repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.
On April 24, 2024, the Company’s Board of Directors authorized the expansion of the program by an additional $500 million to $1,720 million and extended the duration through 45 April 24, 2026. The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.
Holders Based on information made available to us by the transfer agent, as of February 19, 2025, there are forty-five stockholders of record of our Class A Common Stock, one of which was Cede & Co., a nominee for The Depository Trust Company, zero stockholders of record of our Class B Common Stock, six stockholders of record of our Class C Common Stock and one stockholder of record of our Class D Common Stock.
Holders Based on information made available to us by the transfer agent, as of February 13, 2026, there are forty-four stockholders of record of our Class A Common Stock, one of which was Cede & Co., a nominee for The Depository Trust Company, zero stockholders of record of our Class B Common Stock, six stockholders of record of our Class C Common Stock and one stockholder of record of our Class D Common Stock.
The Company has approximately $438.2 million of remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
The Company has approximately $302.8 million of remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
There are no assurances that any further repurchases will actually occur. From the inception of the program through December 31, 2024, the Company has repurchased approximately 50.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,281.8 million.
There are no assurances that any further repurchases will actually occur. From the inception of the program through December 31, 2025, the Company has repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,417.2 million.
Equity Compensation Plan Information The following table provides information about shares of common stock available for future awards under all of the Company’s equity compensation plans as of December 31, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) Equity compensation plans approved by security holders Amended and Restated 2015 Management Incentive Plan 813,750 $ 19.00 2,606,625 Equity compensation plans not approved by security holders None — — — Total 813,750 $ 19.00 2,606,625 47
Equity Compensation Plan Information The following table provides information about shares of common stock available for future awards under all of the Company’s equity compensation plans as of December 31, 2025: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) Equity compensation plans approved by security holders Second Amended and Restated 2015 Management Incentive Plan — $ — 7,625,526 Total — $ — 7,625,526 46
The following table contains information about the Company’s purchases of its Class A Common Stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 Class A Common Stock repurchases 666,538 $ 31.85 635,708 $ 475,055,810 November 1, 2024 - November 30, 2024 Class A Common Stock repurchases 518,675 34.7 518,675 457,056,187 December 1, 2024 - December 31, 2024 Class A Common Stock repurchases 518,886 36.50 517,749 438,159,344 Total Common Stock repurchases 1,704,099 $ 34.13 1,672,132 $ 438,159,344 (1) Includes the repurchase of 31,967 shares from employees in order to satisfy statutory tax withholding requirements upon the net settlement of equity awards for the three months ended December 31, 2024 During the year ended December 31, 2024, pursuant to the Exchange Agreement, certain current and former employees elected to exchange 43,391 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one-for-one basis for shares of Class A Common Stock.
The following table contains information about the Company’s purchases of its Class A Common Stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 Class A Common Stock repurchases — $ — — $ 302,812,949 November 1, 2025 - November 30, 2025 Class A Common Stock repurchases — — — 302,812,949 December 1, 2025 - December 31, 2025 Class A Common Stock repurchases 13,838 33.97 — 302,812,949 Total Common Stock repurchases 13,838 $ 33.97 — $ 302,812,949 (1) Includes the repurchase of 13,838 shares from employees in order to satisfy statutory tax withholding requirements upon the net settlement of equity awards for the three months ended December 31, 2025 During the year ended December 31, 2025, pursuant to the Exchange Agreement, certain current and former employees elected to exchange 566,924 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one-for-one basis for shares of Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

125 edited+24 added−9 removed154 unchanged
Biggest changeThe Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program and for general corporate purposes, and (ii) a $250.0 million senior secured first lien revolving facility to VFH, with a $20.0 million letter of credit subfacility and a $20.0 million swingline subfacility. 67 The term loan borrowings and revolver borrowings under the Original Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) an adjusted term Secured Overnight Financing Rate (“SOFR”) rate with an interest period of one month plus 1.00% and (d)(1) in the case of term loan borrowings, 1.50% and (2) in the case of revolver borrowings, 1.00%, plus, (x) in the case of term loan borrowings, 2.00% and (y) in the case of revolver borrowings, 1.50% or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50% and (2) in the case of revolver borrowings, 0.00%, plus, (x) in the case of term loan borrowings, 3.00% and (y) in the case of revolver borrowings, 2.50%.
Biggest changeThe Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program and for general corporate purposes, and (ii) a $250.0 million senior secured first lien revolving facility to VFH, with a $20.0 million letter of credit subfacility and a $20.0 million swingline subfacility.
The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu Financial and the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as the trustee and collateral agent. The Notes mature on June 15, 2031.
The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu Financial and the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as the trustee and collateral agent. The Notes mature on June 15, 2031.
Interest on the Notes accrues at 7.50% per annum, payable every six months through maturity on each June 15 and December 15, beginning on December 15, 2024.
Interest on the Notes accrues at 7.50% per annum, payable every six months through maturity on each June 15 and December 15, beginning on December 15, 2024.
We refer to VFH and the Co-Issuer together as, the “Issuers.” The Notes and the related guarantees are secured by first-priority perfected liens on substantially all of the Issuers’ and guarantors’ existing and future assets, subject to certain exceptions, including all material personal property, a pledge of the capital stock of the Issuers, the guarantors (other than Virtu Financial) and the direct subsidiaries of the Issuers and the guarantors and 100% of the non-voting capital stock and up to 65.0% of the voting capital stock of any now-owned or later acquired foreign subsidiaries that are directly owned by the Issuers or any of the guarantors, which assets also secure obligations under the Credit Agreement on a first-priority basis.
We refer to VFH and the Co-Issuer together as, the “Issuers.” The Notes and the related guarantees are secured by first-priority perfected liens on substantially all of the Issuers’ and guarantors’ existing and future assets, subject to certain exceptions, including all material personal property, a pledge of the 68 capital stock of the Issuers, the guarantors (other than Virtu Financial) and the direct subsidiaries of the Issuers and the guarantors and 100% of the non-voting capital stock and up to 65.0% of the voting capital stock of any now-owned or later acquired foreign subsidiaries that are directly owned by the Issuers or any of the guarantors, which assets also secure obligations under the Credit Agreement on a first-priority basis.
On or after June 15, 2027, we may redeem some or all of the Notes, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to (but not including) the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Period Percentage 2027 103.750% 2028 101.875% 2029 and thereafter 100.000% 69 Upon the occurrence of specified change of control events as defined in the Indenture, we must offer to repurchase the outstanding Notes at 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.
On or after June 15, 2027, we may redeem some or all of the Notes, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to (but not including) the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Period Percentage 2027 103.750% 2028 101.875% 2029 and thereafter 100.000% Upon the occurrence of specified change of control events as defined in the Indenture, we must offer to repurchase the outstanding Notes at 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable The fair values for substantially all of our financial instruments owned and financial instruments sold but not yet purchased are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable The fair values for substantially all of our financial instruments owned, financial instruments sold but not yet purchased, and digital assets are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy.
Valuation of Financial Instruments Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, and receivables from brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.
Valuation of Financial Instruments Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, receivables from brokers, dealers and clearing organizations, and digital assets are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.
Customers agree to pay for analytics products and services with commissions generated from trade execution services, and commissions are allocated to the analytics performance obligation(s) using: (i) the commission value for each customer for the products and services it receives, which is priced using the value for similar stand-alone subscription arrangements; and (ii) a calculated ratio of the commission value for the products and services relative to the total amount of commissions generated from the customer.
Customers agree to pay for analytics products and services with commissions generated from trade execution services, and commissions are allocated to the analytics performance obligation(s) using: 72 (i) the commission value for each customer for the products and services it receives, which is priced using the value for similar stand-alone subscription arrangements; and (ii) a calculated ratio of the commission value for the products and services relative to the total amount of commissions generated from the customer.
Some of these limitations are: • they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; 59 • our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements; • they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows; • they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and • they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.
Some of these limitations are: • they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; 58 • our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements; • they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows; • they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and • they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.
If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various 68 actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement.
If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement.
Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Amended and Restated 2015 Management Incentive Plan were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).
Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Second Amended and Restated 2015 Management Incentive Plan were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).
Employee compensation and payroll taxes include employee salaries, cash and non-cash incentive compensation, employee benefits, payroll taxes, severance and other employee related costs. Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Amended and Restated 2015 Management Incentive Plan. Interest and dividends expense.
Employee compensation and payroll taxes include employee salaries, cash and non-cash incentive compensation, employee benefits, payroll taxes, severance and other employee related costs. Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Second Amended and Restated 2015 Management Incentive Plan. Interest and dividends expense.
See Note 9 “Borrowings” in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for more details. Leases We have lease arrangements, primarily for office space and technology and equipment.
See Note 9 “Borrowings” in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for more details. 70 Leases We have lease arrangements, primarily for office space and technology and equipment.
Due to the relative immateriality of our financial instruments classified as level 3, we do not believe that a significant change to the inputs underlying the fair value of our level 3 financial instruments would have a material impact on our Consolidated Financial Statements.
Due to the relative immateriality of our financial instruments classified as level 3, we do not believe that a significant change to the inputs underlying the fair value of our level 3 financial instruments would have a material impact on our Consolidated Financial 71 Statements.
Trading income, net, is comprised of changes in fair value of financial instruments owned and financial instruments sold, not yet purchased assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on equities, fixed income securities, currencies and commodities.
Trading income, net, is primarily comprised of changes in fair value of financial instruments owned and financial instruments sold, not yet purchased assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on equities, fixed income securities, currencies and commodities.
The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means. Repurchases are also permitted to be made under Rule 10b5-1 70 plans.
The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means. Repurchases are also permitted to be made under Rule 10b5-1 plans.
Increases in market volatility can cause bid/ask spreads to widen as market participants are more willing to pay market makers like us to transact immediately and as a result, market makers’ capture rate per notional amount transacted may increase. 51 Execution Services We offer client execution services and trading venues that provide transparent trading in global equities, ETFs, fixed income, currencies, and commodities to institutions, banks and broker-dealers.
Increases in market volatility can cause bid/ask spreads to widen as market participants are more willing to pay market makers like us to transact immediately and as a result, market makers’ capture rate per notional amount transacted may increase. 50 Execution Services We offer client execution services and trading venues that provide transparent trading in global equities, ETFs, fixed income, currencies, and commodities to institutions, banks and broker-dealers.
The New Term Loans will bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%.
The Term B-1 Loans bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%.
The increase was primarily driven by the acceleration of capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the year ended December 31, 2024. See Note 9 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional details.
The decrease was primarily driven by the acceleration of capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the year ended December 31, 2024. See Note 9 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional details.
The New Term Loans will bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%.
The Term B-1 Loans bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%.
We record our pro-rata share of our JVs’ earnings or losses within Other, net, while fees related to the use of communication services provided by the JVs are recorded within Communications and data processing. 56 We have a noncontrolling investment (the “JNX Investment”) in Japannext Co., Ltd. (“JNX”), a proprietary trading system based in Tokyo.
We record our pro-rata share of our JVs’ earnings or losses within Other, net, while fees related to the use of communication services provided by the JVs are recorded within Communications and data processing. 55 We have a noncontrolling investment (the “JNX Investment”) in Japannext Co., Ltd. (“JNX”), a proprietary trading system based in Tokyo.
Virtu ITG Singapore Pte. Limited and Virtu Financial Singapore Pte. Ltd. have similar regulatory requirements and are regulated by the Monetary Authority of Singapore. See Note 21 “Regulatory Requirement” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of regulatory capital requirements of our regulated subsidiaries.
Virtu ITG Singapore Pte. Limited and Virtu Financial Singapore Pte. Ltd. have similar regulatory requirements and are regulated by the Monetary Authority of Singapore. See Note 22 “Regulatory Requirement” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of regulatory capital requirements of our regulated subsidiaries.
See below a reconciliation of each of the Company’s Non-GAAP Measures to the most directly comparable U.S. GAAP measure. The following table reconciles the Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the years ended December 31, 2024, 2023, and 2022.
See below a reconciliation of each of the Company’s Non-GAAP Measures to the most directly comparable U.S. GAAP measure. The following table reconciles the Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the years ended December 31, 2025, 2024, and 2023.
Cash Flows Our main sources of liquidity are cash flow from the operations of our subsidiaries, our broker-dealer credit facilities (as described above), margin financing provided by our prime brokers and cash on hand. The table below summarizes our primary sources and uses of cash for the years ended December 31, 2024, 2023, and 2022.
Cash Flows Our main sources of liquidity are cash flow from the operations of our subsidiaries, our broker-dealer credit facilities (as described above), margin financing provided by our prime brokers and cash on hand. The table below summarizes our primary sources and uses of cash for the years ended December 31, 2025, 2024, and 2023.
Debt issue cost related to debt refinancing, prepayment and commitment fees. As a result of the refinancing or early termination of our long-term borrowings, we accelerate the capitalized debt issue cost and the discount on the term loan that 57 would otherwise be amortized or accreted over the life of the term loan.
Debt issue cost related to debt refinancing, prepayment and commitment fees. As a result of the refinancing or early termination of our long-term borrowings, we accelerate the capitalized debt issue cost and the discount on the term loan that 56 would otherwise be amortized or accreted over the life of the term loan.
Transaction advisory fees and expenses. Transaction advisory fees and expenses were insignificant for the years ended December 31, 2024 and December 31, 2023. These expenses, when incurred, are primarily in relation to our strategic investment portfolio. Financing interest expense on long term borrowings.
Transaction advisory fees and expenses. Transaction advisory fees and expenses were insignificant for the years ended December 31, 2025 and December 31, 2024. These expenses, when incurred, are primarily in relation to our strategic investment portfolio. Financing interest expense on long term borrowings.
On June 21, 2024 (the “Amendment Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (as amended, the “Credit Agreement”) and completed the issuance of the Notes (as defined below).
On June 21, 2024 (the “Amendment No. 1 Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (as amended, the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below).
The increase was largely a result of higher trading volumes and increased opportunities across global markets during the year ended December 31, 2024 compared to the same period in 2023.
The increase was largely a result of higher trading volumes and increased opportunities across global markets during the year ended December 31, 2025 compared to the same period in 2024.
Pursuant to the Credit Agreement, $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “New Term Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
Pursuant to the First Amended Credit Agreement, $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “Term B-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
See Note 14 “Income Taxes” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information. 58 Non-GAAP Financial Measures and Other Items To supplement our Consolidated Financial Statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use the following non-U.S.
See Note 15 “Income Taxes” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information. 57 Non-GAAP Financial Measures and Other Items To supplement our Consolidated Financial Statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use the following non-U.S.
Pursuant to the Credit Agreement, $1,245.0 million in aggregate principal amount of senior secured first lien term B-1 loans due 2031 (the “New Term Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
Pursuant to the First Amended Credit Agreement, $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “Term B-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
The Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 16,000,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.
The Second Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 33,500,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.
The New Term Loans will mature on the seventh anniversary of the Amendment Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the New Term Loans. The New Term Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
The Term B-1 Loans will mature on the seventh anniversary of the Amendment No. 1 Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the Term B-1 Loans. The Term B-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
The New Term Loans will mature on the seventh anniversary of the Amendment Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the New Term Loans. The New Term Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
The Term B-1 Loans will mature on the seventh anniversary of the Amendment No. 1 Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the Term B-1 Loans. The Term B-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
Dividends income arises from holding market making positions over dates on which dividends are paid to shareholders of record. Commissions, net and technology services. We earn revenues on transactions for which we charge explicit commissions, which include the majority of our institutional client orders.
Dividends income arises from holding market making positions over dates on which dividends and capital gain distributions are paid to shareholders of record. Commissions, net and technology services. We earn revenues on transactions for which we charge explicit commissions, which include the majority of our institutional client orders.
This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions, as well as higher dividends expense with respect to securities sold, not yet purchased for the period compared to the same period during the prior year.
This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions, as well as higher dividends expense with respect to securities sold, not yet purchased for the period compared to 63 the prior year.
(and certain states therein) and other jurisdictions and other potential changes which could increase our corporate or other tax obligations in one or more jurisdictions; • obligations to comply with laws and regulations applicable to our operations in the U.S. and abroad; • need to maintain and continue developing proprietary technologies; • capacity constraints, system failures, and delays; • dependence on third-party infrastructure or systems; • use of open source software; • failure to protect or enforce our intellectual property rights in our proprietary technology; • failure to protect confidential and proprietary information; • failure to protect our systems from internal or external cyber threats that could result in damage to our computer systems, business interruption, loss of data, monetary payment demands or other consequences; • risks associated with international operations and expansion, including failed acquisitions or dispositions; • the effects of and changes in economic conditions (such as volatility in the financial markets, increased inflation, monetary conditions and foreign currency and continued or exacerbated exchange rate fluctuations, foreign currency controls and/or government mandated pricing controls, as well as in trade, tariff, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities), and other global events such as fires, geopolitical conflicts, natural disasters, pandemics or extreme weather; • risks associated with potential growth and associated corporate actions; • risks associated with new and emerging asset classes and eco-systems in which we may participate, including digital assets, including risks related to volatility in the underlying assets, regulatory uncertainty, evolving industry practices and standards around custody, clearing and settlement, and other risks inherent in a new and evolving asset class; • inability to access, or delay in accessing, the capital markets to sell shares or raise additional capital; • loss of key executives and failure to recruit and retain qualified personnel; • risks associated with losing access to a significant exchange or other trading venue; and • risks associated with changes in governmental administrations and agencies.
(and certain states therein) and other jurisdictions and other potential changes which could increase our corporate or other tax obligations in one or more jurisdictions; • obligations to comply with laws and regulations applicable to our operations in the U.S. and abroad; 48 • need to maintain and continue developing proprietary technologies; • capacity constraints, system failures, and delays; • dependence on third-party infrastructure or systems; • use of open source software; • failure to protect or enforce our intellectual property rights in our proprietary technology; • failure to protect confidential and proprietary information; • failure to protect our systems from internal or external cyber threats that could result in damage to our computer systems, business interruption, loss of data, monetary payment demands or other consequences; • risks associated with investments in our growth strategy which increase our capital expenditures and operating expenses and which may not ultimately yield returns that justify these increases; • risks associated with international operations and expansion, including failed acquisitions or dispositions; • the effects of and changes in economic conditions (such as volatility in the financial markets, increased inflation, monetary conditions and foreign currency and continued or exacerbated exchange rate fluctuations, foreign currency controls and/or government mandated pricing controls, as well as in trade, tariff, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities), and other global events such as fires, natural disasters, pandemics or extreme weather; • risks associated with potential growth and associated corporate actions; • inability to access, or delay in accessing, the capital markets to sell shares or raise additional capital; • risks associated with new and emerging asset classes and eco-systems in which we may participate, including digital assets, including risks related to volatility in the underlying assets, regulatory uncertainty, evolving industry practices and standards around custody, clearing and settlement, and other risks inherent in a new and evolving asset class; • loss of key executives and failure to recruit and retain qualified personnel; • risks associated with losing access to a significant exchange or other trading venue; and • risks associated with changes in governmental administrations and agencies.
(2) Calculated by dividing Net Income by Adjusted Net Trading Income. 60 (3) Calculated by dividing EBITDA by Adjusted Net Trading Income. (4) Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.
(2) Calculated by dividing Net Income by Adjusted Net Trading Income. (3) Calculated by dividing EBITDA by Adjusted Net Trading Income. (4) Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.
In the impairment assessment as of July 1, 2024, we performed a qualitative assessment as described above for each reporting unit. No impairment of goodwill was identified.
In the impairment assessment as of July 1, 2025, we performed a qualitative assessment as described above for each reporting unit. No impairment of goodwill was identified.
Additionally, the Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment Effective Date.
Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment No. 1 Effective Date.
Additionally, the Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment Effective Date.
Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment No. 1 Effective Date.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis covers the years ended December 31, 2024 and 2023 should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2024, which are included in Part II, Item 8 of this Annual Report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis covers the years ended December 31, 2025 and 2024 should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2025, which are included in Item 8 of this Annual Report on Form 10-K.
Basis of Preparation Our Consolidated Financial Statements for the years ended December 31, 2024 and 2023 reflect our operations and those of our consolidated subsidiaries. 50 Overview We are a leading financial services firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients.
Basis of Preparation Our Consolidated Financial Statements for the years ended December 31, 2025 and 2024 reflect our operations and those of our consolidated subsidiaries. 49 Overview We are a leading financial services firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients.
Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks. Trading income, net, accounted for 63% and 57% of our total revenues for the years ended December 31, 2024 and 2023, respectively. Interest and dividends income.
Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks. Trading income, net, accounted for 67% and 63% of our total revenues for the years ended December 31, 2025 and 2024, respectively. Interest and dividends income.
Tax Receivable Agreements Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.
Tax Receivable Agreements Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial or their permitted assignees (collectively, “TRA Parties”) that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.
On June 21, 2024 (the “Amendment Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (the “Credit Agreement”) and completed the issuance of the Notes (as defined below).
On June 21, 2024 (the “Amendment No. 1 Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below).
As of December 31, 2024, we also had $500.0 million of outstanding principal on our Senior Secured First Lien Notes, and the principal amount is due in 2031. Additionally, $22.3 million of our long-term debt related to the SBI bonds is due in 2026.
As of December 31, 2025, we also had $500.0 million of outstanding principal on our Senior Secured First Lien Notes, and the principal amount is due in 2031. Additionally, $22.3 million of our long-term debt related to the SBI bonds is due in 2029.
For discussion around our results of operations for the year ended December 31, 2023 and for a comparison of our results of operations for the year ended December 31, 2023 and year ended December 31, 2022, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended December 31, 2023, filed with the SEC on February 16, 2024.
For discussion around our results of operations for the year ended December 31, 2024 and for a comparison of our results of operations for the year ended December 31, 2024 and year ended December 31, 2023, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025.
Such payments will occur only after we have filed our U.S. federal and state income tax returns and realized the cash tax savings from the favorable tax attributes. We made payments totaling $114.0 million from February 2017 through December 2024. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts.
Such payments will occur only after we have filed our U.S. federal and state income tax returns and realized the cash tax savings from the favorable tax attributes. We made payments totaling $134.8 million from February 2017 through December 2025. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts.
Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten to twelve years. Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $18.4 million, $21.7 million, and $21.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten to twelve years. 74 Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $14.4 million, $18.4 million, and $21.7 million of amortization expense for the years ended December 31, 2025, 2024, and 2023, respectively.
The following table shows the total revenues by segment for the years ended December 31, 2024 and 2023.
The following table shows the total revenues by segment for the years ended December 31, 2025 and 2024.
Our market structure expertise, broad diversification, and scalable execution technology enable us to provide competitive bids and offers in over 25,000 securities and other financial instruments, on over 250 venues, in 40 countries worldwide. We use the latest technology to create and deliver liquidity to the global markets and automate our market making, risk controls, and post-trade processes.
Our market structure expertise, broad diversification, and scalable execution technology enable us to provide competitive bids and offers in over 50,000 securities and other financial instruments, on over 150 venues worldwide. We use the latest technology to create and deliver liquidity to the global markets and automate our market making, risk controls, and post-trade processes.
We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income. Communication and data processing. Communication and data processing expense increased $5.6 million, or 2.4%, to $236.4 million for the year ended December 31, 2024, compared to $230.8 million for the year ended December 31, 2023.
We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income. Communication and data processing. Communication and data processing expense increased $12.8 million, or 5.4%, to $249.2 million for the year ended December 31, 2025, compared to $236.4 million for the year ended December 31, 2024.
We refer to VFH and the Co-Issuer together as, the “Issuers.” 52 Amended and Restated 2015 Management Incentive Plan The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 (the “Amended and Restated 2015 Management Incentive Plan”).
We refer to VFH and the Co-Issuer together as, the “Issuers.” Second Amended and Restated 2015 Management Incentive Plan The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 and June 2, 2025 (as amended and restated, the “Second Amended and Restated 2015 Management Incentive Plan”).
As of December 31, 2024, a total of $196.6 million has been recorded for amounts due pursuant to tax receivable agreements in the Consolidated Financial Statements representing management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement, as savings are realized as a result of favorable tax attributes.
As of December 31, 2025, a total of $181.9 million has been recorded for amounts due pursuant to tax receivable agreements in the Consolidated Financial Statements representing management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement, as savings are realized as a result of favorable tax attributes.
Contractual Obligations Our expected material cash requirements include the following contractual obligations: Debt As of December 31, 2024, we had $1,245.0 million of outstanding principal on our First Lien Term B-1 Loan Facility. Each year, we are required to repay $12.5 million of this balance, with the remaining principal due in 2031.
Contractual Obligations Our expected material cash requirements include the following contractual obligations: Debt As of December 31, 2025, we had $1,545.0 million of outstanding principal on our First Lien Term B-2 Loan Facility. Each year, we are required to repay $15.5 million of this balance, with the remaining principal due in 2031.
The timing and amount of repurchase transactions are determined by the Company’s management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through December 31, 2024, the Company repurchased approximately 50.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,281.8 million.
The timing and amount of repurchase transactions are determined by the Company’s management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through December 31, 2025, the Company repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,417.2 million.
Financing Activities Net cash used in financing activities was $469.6 million for the year ended December 31, 2024, compared to Net cash used in financing activities of $585.0 million for the year ended December 31, 2023.
Financing Activities Net cash used in financing activities was $281.0 million for the year ended December 31, 2025, compared to Net cash used in financing activities of $469.6 million for the year ended December 31, 2024.
Other, net can also include gains on sales of strategic investments and businesses, settlement fund recoveries, as well as revenues from service agreements related to the sale of businesses. Operating Expenses Brokerage, exchange, clearance fees and payments for order flow, net.
Other, net can also include gains on sales of strategic investments and businesses, settlement fund recoveries, remeasurement gains or losses on certain digital assets held, as well as revenues from service agreements related to the sale of businesses. Operating Expenses Brokerage, exchange, clearance fees and payments for order flow, net.
This increase was primarily attributable to an increase of $521.1 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $61.2 million in Commissions, net and technology services driven by strengthened institutional engagement during the year ended December 31, 2024 compared to the same period in 2023.
This increase was primarily attributable to an increase of $614.3 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $100.2 million in Commissions, net and technology services driven by strengthened institutional engagement during the year ended December 31, 2025 compared to the same period in 2024.
Investing Activities Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $61.8 million for the year ended December 31, 2024, compared with net cash used in investing activities of $94.5 million for the year ended December 31, 2023.
Investing Activities Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $40.6 million for the year ended December 31, 2025, compared with net cash used in investing activities of $61.8 million for the year ended December 31, 2024.
As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income. 64 Operations and administrative. Operations and administrative expense decreased $2.0 million, or 2.0%, to $97.0 million for the year ended December 31, 2024, compared to $99.0 million for the year ended December 31, 2023.
As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income. Operations and administrative. Operations and administrative expense increased $0.9 million, or 0.9%, to $97.9 million for the year ended December 31, 2025, compared to $97.0 million for the year ended December 31, 2024.
We have capitalized and therefore excluded employee compensation and benefits related to software development of $44.7 million and $40.4 million for the years ended December 31, 2024 and 2023, respectively. Interest and dividends expense.
We have capitalized and therefore excluded employee compensation and benefits related to software development of $45.8 million and $44.7 million for the years ended December 31, 2025 and 2024, respectively. Interest and dividends expense.
These two interest rate swaps met the criteria to be considered and were designated as qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and they effectively fixed interest payment obligations on $525.0 million and $1,000.0 million of principal under the previous first lien term loan facility in relation to the ITG Acquisition at rates of 4.3% and 4.4% through September 2024 and January 2025, respectively.
These two interest rate swaps met the criteria to be considered and were designated as qualifying cash flow hedges under ASC 815, and they effectively fixed interest payment obligations on $525.0 million and $1,000.0 million of principal under the first lien term loan facility in relation to the Original Credit Agreement at rates of 4.5% and 4.6% through September 2024 and January 2025, respectively.
As of December 31, 2024, $1,245.0 million was outstanding under the term loans. We were in compliance with all applicable covenants under the Credit Agreement as of December 31, 2024.
As of December 31, 2025, $1,545.0 million was outstanding under the current term loans. We were in compliance with all applicable covenants under the Credit Agreement as of December 31, 2025.
Liquidity and Capital Resources General As of December 31, 2024, we had $872.5 million in Cash and cash equivalents. This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.
Liquidity and Capital Resources General As of December 31, 2025, we had $1,061.7 million in Cash and cash equivalents. This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.
As of December 31, 2024, the Company has approximately of $438.2 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
As of December 31, 2025, the Company has approximately of $302.8 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
The increase was primarily driven by increases in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, Employee compensation and payroll taxes, and Debt issue cost related to debt refinancing, prepayment and commitment fees. Brokerage, exchange, clearance fees and payments for order flow, net.
The increase was primarily driven by increases in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Employee compensation and payroll taxes, partially offset by a decrease in Debt issue cost related to debt refinancing, prepayment and commitment fees and Termination of office leases. Brokerage, exchange, clearance fees and payments for order flow, net.
Under the tax receivable agreements, as a result of certain types of transactions and other factors, including a transaction resulting in a change of control, we may also be required to make payments to certain direct or indirect equity holders of Virtu Financial in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements.
Under the tax receivable agreements, as a result of certain types of transactions and other factors, including a transaction resulting in a change of control, we may also be required to make payments to TRA Parties in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements.
We expect that future payments to certain direct or indirect equity holders of Virtu Financial described in Note 5 “Tax Receivable Agreements” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K are expected to range from approximately $0.1 million to $22.1 million per year over the next 15 years.
We expect that future payments to TRA Parties described in Note 5 “Tax Receivable Agreements” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K are expected to range from approximately $0.3 million to $22.5 million per year over the next 15 years.
Although we believe that the forward-looking statements contained in this Annual Report on Form 10-K are based on reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, could affect our actual financial results or results of operations and cash flows, and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: • volatility in levels of overall trading activity; • dependence upon trading counterparties, clients and clearing houses performing their obligations to us; • failures of our customized trading platform; • risks inherent to the electronic market making business and trading generally; • SEC proposals under the prior administration focused on equity markets which may, if adopted, materially change U.S. equity market structure, including by reducing overall trading volumes, reducing off-exchange trading and market making opportunities, requiring additional tools, platforms and services to register as an ATS or exchange, and generally increasing the implicit and explicit cost as well as the complexity of the U.S. equities eco-system for all participants; • additionally, enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public’s perception of us or of companies in our industry; • increased competition in market making activities and execution services; • dependence on continued access to sources of liquidity; • risks associated with self-clearing and other operational elements of our business, including but limited to risks related to funding and liquidity; • obligations to comply with applicable regulatory capital requirements; 49 • litigation or other legal and regulatory-based liabilities; • changes in laws, rules or regulations, including proposed legislation that would impose taxes on certain financial transactions in the European Union, the U.S.
Although we believe that the forward-looking statements contained in this Annual Report on Form 10-K are based on reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, could affect our actual financial results or results of operations and cash flows, and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: • volatility in levels of overall trading activity; • dependence upon trading counterparties, clients and clearing houses performing their obligations to us; • failures of our customized trading platform; • risks inherent to the electronic market making business and trading generally; • enhanced regulatory and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics and both the impact of additional potential changes in regulation or law as well as the potential impact upon public perception of us or of companies in our industry could also have an adverse effect on our business; • increased competition in market making activities and execution services; • dependence on continued access to sources of liquidity; • risks associated with self-clearing and other operational elements of our business, including but not limited to risks related to funding and liquidity; • obligations to comply with applicable regulatory capital requirements; • litigation or other legal and regulatory-based liabilities; • changes in laws, rules or regulations, including proposed legislation that would impose taxes on certain financial transactions in the European Union, the U.S.
The change in net cash provided by operating activities was primarily attributable to higher net income as well as movements in noncash adjustments for the year ended December 31, 2024 compared to the prior period.
The change in net cash provided by operating activities was primarily attributable to movements in noncash adjustments, partially offset by higher Net income for the year ended December 31, 2025 compared to the prior year.
The income for the years ended December 31, 2024 and 2023 were primarily related to gains on settlement fund recoveries in which we are eligible to participate based on our transactions in the applicable products.
The income for the year ended December 31, 2024 included gains on settlement fund recoveries in which we were eligible to participate based on our transactions in the applicable products.
Average daily Adjusted Net Trading Income increased $1.6 million, or 33.3%, to $6.4 million for the year ended December 31, 2024, compared to $4.8 million for the year ended December 31, 2023.
Average daily Adjusted Net Trading Income increased $2.2 million, or 34.4%, to $8.6 million for the year ended December 31, 2025, compared to $6.4 million for the year ended December 31, 2024.
If, after assessing the totality of such events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further goodwill impairment testing is necessary. 74 If further testing is necessary, the fair value of the reporting unit is compared to its carrying value; if the fair value of the reporting unit is less than its carrying value, a goodwill impairment loss is recorded, equal to the excess of the reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit).
If, after assessing the totality of such events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further goodwill impairment testing is necessary.
Brokerage, exchange, clearance fees and payments for order flow, net, increased $166.0 million, or 32.7%, to $674.4 million for the year ended December 31, 2024, compared to $508.4 million for the year ended December 31, 2023. These costs vary period to period based upon the level and composition of our trading activities.
Brokerage, exchange, clearance fees and payments for order flow, net, increased $95.4 million, or 14.1%, to $769.8 million for the year ended December 31, 2025, compared to $674.4 million for the year ended December 31, 2024. These costs vary period to period based upon the level and composition of our trading activities.
License fee revenues, generated for the use of our OMS and other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the license.
We also provide OMS and related software products and connectivity services to customers and recognize license fee revenues and monthly connectivity fees. License fee revenues, generated for the use of our OMS and other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the license.
Our provision for income taxes and effective tax rate was $110.4 million and 17.1% for the year ended December 31, 2024, compared to a provision for income taxes and effective tax rate of $61.2 million and 18.8% for the year ended December 31, 2023.
Our provision for income taxes and effective tax rate was $182.1 million and 16.6% for the year ended December 31, 2025, compared to a provision for income taxes and effective tax rate of $110.4 million and 17.1% for the year ended December 31, 2024.
Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the years ended December 31, 2024, 2023, and 2022. 61 The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 1,798,942 $ 23,495 $ — $ 1,822,437 Commissions, net and technology services 42,376 474,407 — 516,783 Interest and dividends income 451,329 10,741 — 462,070 Brokerage, exchange, clearance fees and payments for order flow, net (573,382) (101,044) — (674,426) Interest and dividends expense (524,158) (5,019) — (529,177) Adjusted Net Trading Income $ 1,195,107 $ 402,580 $ — $ 1,597,687 Year Ended December 31, 2023 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 1,283,680 $ 17,664 $ — $ 1,301,344 Commissions, net and technology services 29,571 426,027 — 455,598 Interest and dividends income 451,859 10,707 — 462,566 Brokerage, exchange, clearance fees and payments for order flow, net (420,608) (87,750) — (508,358) Interest and dividends expense (497,895) (2,572) — (500,467) Adjusted Net Trading Income $ 846,607 $ 364,076 $ — $ 1,210,683 Year Ended December 31, 2022 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 1,607,819 $ 21,079 $ — $ 1,628,898 Commissions, net and technology services 42,180 487,665 — 529,845 Interest and dividends income 158,664 456 — 159,120 Brokerage, exchange, clearance fees and payments for order flow, net (524,762) (94,406) — (619,168) Interest and dividends expense (225,427) (5,633) — (231,060) Adjusted Net Trading Income $ 1,058,474 $ 409,161 $ — $ 1,467,635 The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the years ended December 31, 2024, 2023, and 2022: (in thousands, except %) 2024 2023 2022 Adjusted Net Trading Income by Segment: Total Average Daily (1) % Total Average Daily % Total Average Daily % Market Making $ 1,195,107 $ 4,771 74.8 % $ 846,607 $ 3,386 69.9 % $ 1,058,474 $ 4,217 72.1 % Execution Services 402,580 1,607 25.2 % 364,076 1,456 30.1 % 409,161 1,630 27.9 % Corporate — — — % — — — % — — — % Adjusted Net Trading Income $ 1,597,687 $ 6,378 100.0 % $ 1,210,683 $ 4,842 100.0 % $ 1,467,635 $ 5,847 100.0 % (1) Effective fourth quarter 2024, we began counting days on which U.S. equities exchanges close early or otherwise operate for less than a full trading day as half-days.
Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the years ended December 31, 2025, 2024, and 2023. 60 The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 2,408,042 $ 28,665 $ — $ 2,436,707 Commissions, net and technology services 50,949 566,076 — 617,025 Interest and dividends income 499,047 9,770 — 508,817 Brokerage, exchange, clearance fees and payments for order flow, net (650,150) (119,624) — (769,774) Interest and dividends expense (641,584) (5,864) — (647,448) Adjusted Net Trading Income $ 1,666,304 $ 479,023 $ — $ 2,145,327 Year Ended December 31, 2024 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 1,798,942 $ 23,495 $ — $ 1,822,437 Commissions, net and technology services 42,376 474,407 — 516,783 Interest and dividends income 451,329 10,741 — 462,070 Brokerage, exchange, clearance fees and payments for order flow, net (573,382) (101,044) — (674,426) Interest and dividends expense (524,158) (5,019) — (529,177) Adjusted Net Trading Income $ 1,195,107 $ 402,580 $ — $ 1,597,687 Year Ended December 31, 2023 (in thousands) Market Making Execution Services Corporate Total Trading income, net $ 1,283,680 $ 17,664 $ — $ 1,301,344 Commissions, net and technology services 29,571 426,027 — 455,598 Interest and dividends income 451,859 10,707 — 462,566 Brokerage, exchange, clearance fees and payments for order flow, net (420,608) (87,750) — (508,358) Interest and dividends expense (497,895) (2,572) — (500,467) Adjusted Net Trading Income $ 846,607 $ 364,076 $ — $ 1,210,683 The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the years ended December 31, 2025, 2024, and 2023: (in thousands, except %) 2025 2024 2023 Adjusted Net Trading Income by Segment: Total Average Daily (1) % Total Average Daily (1) % Total Average Daily % Market Making $ 1,666,304 $ 6,705 77.7 % $ 1,195,107 $ 4,771 74.8 % $ 846,607 $ 3,386 69.9 % Execution Services 479,023 1,928 22.3 % 402,580 1,607 25.2 % 364,076 1,456 30.1 % Corporate — — — % — — — % — — — % Adjusted Net Trading Income $ 2,145,327 $ 8,633 100.0 % $ 1,597,687 $ 6,378 100.0 % $ 1,210,683 $ 4,842 100.0 % (1) Effective fourth quarter 2024, we began counting days on which U.S. equities exchanges close early or otherwise operate for less than a full trading day as half-days.
Subsequent to the IPO and through December 31, 2024, options to purchase 1,646,500 shares in the aggregate were forfeited and 6,767,750 options were exercised.
Subsequent to the IPO and through December 31, 2025, options to purchase 1,646,500 shares in the aggregate were forfeited and 7,581,500 options were exercised.

… 78 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed33 unchanged
Biggest changeIn the normal course of business, we maintain inventories of exchange-listed and other equity securities, and to a lesser extent, fixed income securities and listed equity options.
Biggest changeIn the normal course of business, we maintain inventories of exchange-listed and other equity securities, and to a lesser extent, fixed income securities, listed equity options, and digital assets.
Our customer market making activities involve the taking of position risks. The risks at any point in time are limited by the notional size of positions as well as other factors. The overall portfolio risks are quantified using internal risk models and monitored by the Company’s senior trading personnel, the independent risk group and senior management.
Our customer market making activities involve the taking of position risks. The risks at any point in time are limited by the notional size of positions as well as other factors. The overall portfolio risks are quantified using internal risk models and monitored by the Company’s senior trading personnel, designated risk personnel and senior management.
We also use derivative instruments for risk management purposes, including cash flow hedges used to manage interest rate risk on long-term borrowings and net investment hedges used to manage foreign exchange risk. We have entered into floating-to-fixed interest rate swap agreements in order to manage interest rate risk associated with our long-term debt obligations.
We may also use derivative instruments for risk management purposes, including cash flow hedges used to manage interest rate risk on long-term borrowings and net investment hedges used to manage foreign exchange risk. We had entered into floating-to-fixed interest rate swap agreements in order to manage interest rate risk associated with our long-term debt obligations.
The impact of any translation of our foreign denominated earnings to the U.S. dollar is mitigated, however, through the impact of daily hedging practices that are employed by the company. Approximately 17.9% and 16.2% of our total revenues for the years ended December 31, 2024 and 2023, respectively, were denominated in non-U.S. dollar currencies.
The impact of any translation of our foreign denominated earnings to the U.S. dollar is mitigated, however, through the impact of daily hedging practices that are employed by the company. Approximately 19.1% and 17.9% of our total revenues for the years ended December 31, 2025 and 2024, respectively, were denominated in non-U.S. dollar currencies.
We estimate that a hypothetical 10% adverse change in the value of the U.S. dollar relative to our foreign denominated earnings would have resulted in decreases in total revenues of $51.4 million and $37.3 million for the years ended December 31, 2024 and 2023, respectively.
We estimate that a hypothetical 10% adverse change in the value of the U.S. dollar relative to our foreign denominated earnings would have resulted in decreases in total revenues of $69.2 million and $51.4 million for the years ended December 31, 2025 and 2024, respectively.
The fair value of these financial instruments at December 31, 2024 and December 31, 2023 was $7.8 billion and $7.4 billion, respectively, in long positions and $6.4 billion and $6.1 billion, respectively, in short positions.
The fair value of these financial instruments at December 31, 2025 and December 31, 2024 was $10.6 billion and $7.8 billion, respectively, in long positions and $9.1 billion and $6.4 billion, respectively, in short positions.

Other VIRT 10-K year-over-year comparisons