Brett Fairclough - 31 Jan 2026 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
31 Jan 2026
Net transactions value
$0
Form type
4
Filing time
03 Feb 2026, 19:47:04 UTC
Previous filing
08 Aug 2025
Next filing
05 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 03 Feb 2026 0001788170

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise +37,500 37,500 31 Jan 2026 Direct F1
transaction VIRT Class A common stock Tax liability -14,958 -40% 22,542 31 Jan 2026 Direct F2
transaction VIRT Class A common stock Award +37,500 +166% 60,042 31 Jan 2026 Direct F3
transaction VIRT Class A common stock Tax liability -14,958 -25% 45,084 31 Jan 2026 Direct F2
transaction VIRT Class A common stock Options Exercise +11,193 +25% 56,277 02 Feb 2026 Direct F4
transaction VIRT Class A common stock Tax liability -4,462 -7.9% 51,815 02 Feb 2026 Direct F2

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
transaction VIRT Restricted Stock Unit Options Exercise $0 -37,500 -40% $0.000000 56,565 31 Jan 2026 Class A common stock 37,500 Direct F1, F5
transaction VIRT Restricted Stock Unit Award $0 +37,500 +66% $0.000000 94,065 31 Jan 2026 Class A common stock 37,500 Direct F6, F7
transaction VIRT Restricted Stock Unit Options Exercise $0 -11,193 -12% $0.000000 82,872 31 Jan 2026 Class A common stock 11,193 Direct F8, F9
holding VIRT Non-voting common interest units of Virtu Financial LLC 10,930 31 Jan 2026 Class A common stock 10,930 See footnote F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024 and vested and settled in shares of Class A common stock on January 31, 2026. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F2 Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
F3 37,500 shares of class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 and vested on January 31, 2026. The shares were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F4 Shares of Class A common stock issued in settlement of vested RSUs granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
F5 The RSUs vested January 31, 2026.
F6 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2025. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F7 The RSUs vest January 31, 2027.
F8 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.
F9 The RSUs vested on February 2, 2026.
F10 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.
F11 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.