Brett Fairclough - 07 Aug 2025 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role: Co-President & Co-COO
Signature: Justin Waldie, as Attorney-in-Fact
Issuer symbol: VIRT
Transactions as of: 07 Aug 2025
Net transactions value: -$3,846,049
Form type: 4
Filing time: 08 Aug 2025, 17:22:24 UTC
Previous filing: 14 Feb 2025
Next filing: 03 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Fairclough Brett	Co-President & Co-COO	C/O VIRTU FINANCIAL, INC., 1633 BROADWAY, NEW YORK	Justin Waldie, as Attorney-in-Fact	08 Aug 2025	0001788170

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Sale	$3,846,049	-90,701	-100%	$42.40	0	07 Aug 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	VIRT	Restricted Stock Unit						94,065	07 Aug 2025	Class A common stock	94,065		Direct	F2, F3
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10,930	07 Aug 2025	Class A common stock	10,930		See footnote	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $42.225 to $42.66, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F2	Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
F3	The RSUs vest in installments as follows: 11,588 vest on February 3, 2026; 22,385 vest in equal annual installments on February 2, 2026 and February 2, 2027; 22,592 vest in equal annual installments on February 4, 2026, February 4, 2027 and February 4, 2028; and 37,500 vest on January 31, 2026.
F4	Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
F5	By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.