What changed in this filing

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Item 1. Business

2022-02-18 compared with 2021-02-25 · 74 added, 70 removed, 288 unchanged (33% of the section changed)

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Leveraging our global market structure expertise and scaled, multi-asset infrastructure, we provide our clients a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology.

Our product offerings allow our clients to trade on hundreds of venues across over 50 countries and in multiple asset classes, including global equities, ETFs, foreign exchange, futures, fixed income and myriad other commodities.

Our product offerings allow our clients to trade on hundreds of venues across over 50 countries and in multiple asset classes, including global equities, Exchange Traded Funds ("ETFs"), foreign exchange, futures, fixed income, cryptocurrencies, and myriad other commodities.

Our integrated, multi-asset analytics platform provides a range of pre- and post-trade services, data products and compliance tools that our clients rely upon to invest, trade and manage risk across global markets.

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Our market data, order routing, transaction processing, risk management and market surveillance technology modules manage our market making and institutional agency activities in an efficient manner that enables us to scale our activities globally, across additional securities and other financial instruments and asset classes, without significant incremental costs or third-party licensing or processing fees.

We believe that technology-enabled market makers like Virtu serve an important role in maintaining and improving the overall health and efficiency of the global capital markets by ensuring that market participants have an efficient means to transfer risk and analyze the quality of execution.

We believe that technology-enabled market makers like Virtu serve an important role in maintaining and improving the overall health and efficiency of the global capital markets by providing market participants with an efficient means to transfer risk and analyze the quality of execution.

We believe that market participants benefit from the increased liquidity, lower overall trading costs and execution transparency that Virtu provides.

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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 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:

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We are registered as a market maker or liquidity provider and/or enter into direct obligations to provide liquidity on nearly every exchange or venue that offers such programs.

We engage regularly with regulators around the world on issues affecting electronic trading and to advocate for increased transparency.

In the U.S., we conduct our business from our headquarters in New York, New York and our trading centers in Austin, Texas, Chicago, Illinois and Short Hills, New Jersey.

Abroad, we conduct our business through trading centers located in London, England, Dublin, Ireland, Paris, France, Singapore, Hong Kong, and Sydney, Australia.

We engage regularly with regulators around the world on issues affecting electronic trading and other matters that may affect our business and the operation of the financial markets and advocate for increased transparency.

In the U.S., we conduct our business from our headquarters in New York, New York and our offices in Boston, Massachusetts, Austin, Texas, Chicago, Illinois, Short Hills, New Jersey, and Palm Beach Gardens, Florida.

Abroad, we conduct our business through trading centers located in London, England, Dublin, Ireland, Paris, France, Singapore, Hong Kong, Toronto, Canada, and Sydney, Australia.

Market Making

Our Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, options, fixed income, currencies and commodities.

Our Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities.

As a leading, low‑cost market maker dedicated to improving efficiency and providing liquidity across multiple asset classes and geographies, we aim to provide critical market functionality and robust price competition in the securities and other financial instruments in which we provide liquidity.

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As a market maker, we commit capital on a principal basis by offering to buy securities from, or sell securities to, broker dealers, banks and institutions.

We engage in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges and on alternative trading systems (“ATSs”).

We engage in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, Electronic Communications Networks ("ECNs)" and on alternative trading systems (“ATSs”).

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.

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Our market making platform generates and disseminates continuous bid and offer quotes.

At the moment when a trade is executed, our systems capture and deliver this information back to the source, in most cases within a fraction of a second, and the trade record is written into our clearing system, where it flows through a chain of control accounts that allow us to automatically and efficiently reconcile trades, positions and payments until the final settlement occurs.

At the moment when a trade is executed, our systems capture and deliver this

information back to the source, in most cases within a fraction of a second, and the trade record is written into our clearing system, where it flows through a chain of control accounts that allow us to automatically and efficiently reconcile trades, positions and payments until the final settlement occurs.

We have built and continuously refine our automated and integrated, real time systems for global trading, risk management, clearing and cash management, among other purposes.

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We offer direct-to-client market making services across multiple asset classes primarily to sell-side clients including global, national and regional broker dealers and banks as well as buy-side clients comprising, among others, mutual funds, pension plans, plan sponsors, hedge funds, trusts and endowments in North America, Europe and Asia.

We generally compete based on execution quality, market coverage, payment for order flow, and client service.

We generally compete based on execution quality, market coverage, and client service.

In direct-to-client electronic market making in U.S.

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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 thirteen U.S.

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.

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 TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 20 private liquidity pools.

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Our technology has enabled us to expand into providing liquidity to this growing area by making markets across these assets in a variety of trading venues globally.

We are authorized participants, and can create and/or redeem ETPs in the Americas.

As of December 31, 2020, we are the Lead Market Maker or Designated Liquidity Provider in over 600 ETPs listed in the Americas.

We are also well positioned in European ETPs, as an authorized participant in many European ETPs.

We are authorized participants in over 2,000 ETPs and can create and/or redeem ETPs listed outside the Americas.

As of December 31, 2020, we are the registered Market Maker in over 500 ETPs listed abroad.

We also hold a minority stake in Japannext Co., Ltd.

(“JNX”), a leading Proprietary Trading System in Japan.

We are authorized participants, and can create and/or redeem ETPs.

Global Fixed Income, Currencies and Commodities ( “ FICC ” ), Options, and Other

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Treasury securities and other sovereign debt, corporate bonds, and other debt instruments.

We trade these products on a variety of specialized exchanges, direct to counterparties, and other trading venues, including BrokerTec, eSpeed, DealerWeb, and BGC’s Fenics UTS.

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 UTS.

Our Currencies market making, including spot, futures and forwards, comprises our activity in over 80 currencies, including deliverable, non-deliverable, fiat, and digital currencies, across dozens of venues and direct to counterparties.

We are a leading participant in the major foreign exchange venues, including Reuters, Currenex, Cboe FX and NEX.

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 also actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.

actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.

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.

futures exchanges, as well as our activity in cryptocurrencies.

Our cryptocurrency market making includes spot, perpetuals, futures, and ETFs and takes place across eight venues and exchanges.

Execution Services

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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.

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.

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 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.

We provide matching of client orders in our ATSs, including Virtu MatchIt, POSIT ATS, and POSIT MTF.

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We aim to mitigate these risks through prudent risk management practices.

We have appointed a Chief Risk Officer (“CRO”) who reports independently into the Board Risk Committee.

We have created a Risk Advisory Committee, which includes key personnel from each of our regions globally and is comprised of our CRO and our Chief Compliance Officer (“CCO”), members of our senior management team, senior technologists and traders, and certain senior officers.

We have a Chief Risk Officer (“CRO”) who reports independently into the Board Risk Committee.

We also have a Risk Advisory Committee, which includes key personnel from each of our regions globally and comprises our CRO and our Chief Compliance Officer (“CCO”), members of our senior management team, senior technologists and traders, and certain other senior officers.

Our Risk Advisory Committee provides advice to our CRO and our senior management team in connection with our key risk management policies, procedures and risk limits.

Our Board of Directors, through the Board Risk Committee, is regularly apprised of risk events, risk profiles, trends and the activities of our Risk Advisory Committee, including our risk management policies, procedures and controls.

Our Board of Directors, through the Board Risk Committee, is periodically apprised of risk events, risk profiles, trends and the activities of our Risk Advisory Committee, including our risk management policies, procedures and controls.

Our approach to managing risk includes the following practices:

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◦ 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 in which we provide bid and offer quotes and changes its bids and offers in such a way as to minimize exposure to directional price movements.

◦ 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 in such a way as to minimize exposure to directional price movements.

The speed of communicating with exchanges and market centers is maximized through continuous software and network engineering innovation, allowing us to achieve real‑time controls over market exposure.

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;

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;

◦ Software developed to support our market making systems performs daily profit and loss and position reconciliations.

◦ After event reviews where operational issues are evaluated and risk mitigations are identified and subsequently implemented.

Additionally, we conduct after event reviews where operational issues are evaluated and risk mitigations are identified and subsequently implemented.

• Credit Controls .

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Cyber threats are a risk that we are exposed to as a result of our heavy reliance on technology.

These threats could include the introduction of malicious code or unauthorized access, and could result in data loss or destruction, business interruption, and the unavailability of service and other risks.

These threats could include the introduction of malicious code or unauthorized access, and could result in data loss or destruction, business interruption, financial loss, and the unavailability of service and other risks.

We have taken steps to mitigate the various cyber threats, and we devote resources to maintain and regularly upgrade our systems and networks and review the ever-changing threat landscape.

Cybersecurity risk is managed as part of our overall information technology risk framework under the direction of our Chief Information Security Officer.

We periodically review policies and procedures to seek to ensure they are effective in mitigating current cyber and other information security threats.

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We seek to create an inclusive, equitable, culturally competent, and supportive environment where our management and employees model behavior that enriches our workplace.

In 2020, we formed a Diversity and Inclusion Committee (the "D&I Committee") to help further these goals and objectives.

The D&I Committee has focused on broadening recruitment efforts, increasing awareness of diversity and inclusiveness related issues through internal trainings and communications, and internal and external mentorship, including mentorships with New York City high school students.

In 2020, we formed a Diversity and Inclusion Committee (now known as the Diversity, Equity and Inclusion Committee, the "DE&I Committee") to help further these goals and objectives.

The DE&I Committee has focused on broadening recruitment efforts, increasing awareness of diversity and inclusiveness related issues through internal trainings and communications, and internal and external mentorship, including mentorships with New York City high school students.

Additionally, we have hosted an annual Women's Winternship program since 2019, which provides a week-long internship program aimed at introducing sophomore-level female college students to a career path in financial services and features over 30 instructors across the firm from various business lines and disciplines.

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VAL is also registered as a floor trader firm with the Commodity Futures Trading Commission (“CFTC”).

As part of the Company's integration efforts, the Company consolidated the operations of its other historical U.S.

broker-dealer subsidiaries.

Specifically, the broker-dealer activities of Virtu Financial BD LLC and Virtu Financial Capital Markets LLC were consolidated within VAL as of December 31, 2019 and the SEC registrations were withdrawn in March 2020.

Subsequently, the Company consolidated the broker-dealer activities of Virtu ITG LLC and Virtu Alternet Securities within VAL as of June 1, 2020 and the SEC registrations were withdrawn in August 2020.

Our activities in U.S.

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VFIL maintains a branch office in London.

We conduct our EMEA execution services trading activity from Dublin, London, and

Paris through our subsidiary Virtu ITG Europe Limited ("VIEL").

We conduct our EMEA execution services trading activity from Dublin, London, and Paris through our subsidiary Virtu ITG Europe Limited ("VIEL").

VIEL is authorized and regulated by the CBI as an “Investment Firm” and maintains branch offices in London and Paris.

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VIEL's Paris branch is registered with the Banque de France.

VIEL also operates a multi-lateral trading facility (“MTF”) in Ireland and Virtu ITG UK Limited ("VIUK"), a U.K.

VIEL also operates a multi-lateral trading facility (“MTF”) in

Ireland and Virtu ITG UK Limited ("VIUK"), a U.K.

investment firm, operates a MTF in the U.K.

VIUK is an investment firm which is authorized and regulated by the FCA.

We conduct our APAC market making activities from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte.

We conduct our APAC market making, including most of our cryptocurrency market making activity from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte.

Virtu Financial Singapore Pte.

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Legislation can impose, and has imposed, significant obligations on broker‑dealers, including our regulated subsidiaries.

These increased obligations require the implementation and maintenance of internal practices, procedures and controls which have increased our costs and may subject us to government and regulatory inquiries, claims or penalties.

These increased obligations require the implementation and maintenance of internal practices, procedures and controls, and the need for additional employee resources, and have increased our costs, and may subject us to government and regulatory inquiries, claims or penalties.

Changes in market structure can also necessitate restructuring our operations for compliance in certain jurisdictions which has cost implications.

Failure to comply with any laws, rules or regulations could result in administrative or court proceedings, censures, fines, penalties, judgments, disgorgement, restitution and censures, suspension or expulsion from a certain jurisdiction, SRO or market, the revocation or limitation of licenses and/or business activities, the issuance of cease‑and‑desist orders or injunctions or the suspension or disqualification of the entity and/or its officers, employees or other associated persons.

From time to time, we are the subject of requests for information and documents from the SEC, FINRA and other regulators.

From time to time, we are the subject of requests for information and documents from the SEC, FINRA and other regulators which could lead to administrative or court proceedings.

It is our practice to cooperate and comply with the requests for information and documents.

These requests could lead to administrative or court proceedings.

Whether or not they result in adverse findings, they can require substantial expenditures of time and money and can have an adverse impact on a firm’s reputation, customer relationship and profitability.

Regulatory inquiries can require substantial expenditures of time and money and can have an adverse impact on our reputation, customer relationship and profitability.

The regulatory environment in which we operate is subject to constant change.

Our business, financial condition and operating results may be adversely affected as a result of new or revised legislation or regulations imposed by the U.S.

Our business, financial condition and operating results may also be adversely affected as a result of new or revised legislation or regulations imposed by the U.S.

Congress, foreign legislative bodies, state securities regulators, U.S.

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We cannot predict what effect, if any, future legislative or regulatory changes might have.

However, there have been in the past, and could be in the future,

significant technological, operational and compliance costs associated with the obligations which derive from compliance with such regulations.

Regulators may propose market structure changes particularly considering the continued media, congressional and regulatory scrutiny of U.S.

equities market structure, the retail trading environment in the U.S.

and relationships between retail broker-dealers and market making firms, high frequency trading, short selling, alternative trading systems, and off exchange trading generally, market fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow, profit-sharing relationships, and exchange fee and rebate structures.

However, there have been in the past, and could be in the future, significant technological, operational and compliance costs associated with the obligations which derive from compliance with

such regulations.

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 SEC and other SROs have enacted and are actively considering rules that may affect our operations and profitability.

Among these are changes the SEC has made to Reg NMS Rule 606, as well as changes the SEC is considering to Rule 605 which are intended to provide additional information on order routing and execution quality.

In 2019, Regulation ATS-N became effective, requiring operators of alternative trading systems to provide additional information regarding the ATS and other business of the operator that may pose conflicts.

Broker-dealers became subject to the reporting requirements under the Reg NMS Plan providing for a Consolidated Audit Trail of equities and options data in 2020.

The SEC adopted NMS Rule 610T to conduct a transaction fee pilot (the “Pilot”) designed to generate data that will help the SEC analyze the effects of exchange transaction fee and rebate pricing models on order routing behavior, execution quality, and market quality generally, however, the current form of NMS Rule 610T and the Pilot were vacated by the Court of Appeals for the District of Columbia Circuit on June 16, 2020 pending further review by the SEC.

These changes and others impose additional technological, operational and compliance costs on us and creates uncertainty with regard to their effects.

Among these potential changes are bans on payment for order flow;

changes to Regulation NMS that would 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;

and revisions to SEC Rule 3b-16, Regulation ATS, and Regulation SCI.

These potential changes 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.

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.

These changes and others may impose additional technological, operational and compliance costs on us and creates uncertainty with regard to their effects.

On July 21, 2010, the Dodd‑Frank Act was enacted in the U.S.

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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 requires European firms to conduct all trading on European Trading Venues including Regulated Markets, MTFs, Organized Trading Facilities, Systematic Internalisers or equivalent third country venues, requires market makers, such as VFIL, to post firm quotes at competitive prices and supplemented requirements with regards to investment firms’ pre-trade risk controls related to the safe operation of electronic systems.

MiFID II contains detailed rules as to the types of platform upon which European equities trading can be conducted, including Regulated Markets, MTFs, Organized Trading Facilities, Systematic Internalisers or equivalent third country venues.

MiFID II also requires market makers, such as VFIL, to post firm quotes at competitive prices and contains supplemental requirements with regards to investment firms’ pre-trade risk controls relating to the safe operation of electronic systems.

MiFID II also imposed additional requirements on trading platforms, such as additional technological requirements, clock synchronization, microsecond processing granularity, pre-trade risk controls, transaction reporting requirements and limits on the ratio of unexecuted orders to trades.

The MiFID II regime is currently under review, with European Union authorities considering making further changes to the regime.

The MiFID II regime is currently under review, with European Union authorities proposing to make further changes to the regime.

Various consultation papers have been published on different aspects of the MiFID II regime, including, on February 4, 2020, an ESMA Consultation Paper entitled “MiFID II/MiFIR Review Report on the Transparency Regime for Equity and Equity-like Instruments, the Double Volume Cap Mechanism and the Trading Obligations for Shares”, on February 17, 2020, a European Commission public consultation on the review of the MiFIDII/MiFIR regulatory framework and on December 18, 2020 an ESMA Consultation Paper entitled "MiFID II/MiFIR Review Report on Algorithmic Trading".

In its communication on “The European economic and financial system:

fostering openness, strength and resilience” of January 19, 2021, the European Commission confirmed its intention to propose to make changes with a view to improving simplifying and further harmonizing capital markets’ transparency as part of the review of the MiFID II and MiFIR framework.

On November 25, 2021, the European Commission published a “Proposal for a Directive of the European Parliament and of the Council amending Directive 2014/65/EU on markets in financial instruments” which is currently under comment from the E.U.

Member States.

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.

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FCA's Temporary Permissions Regime, pursuant to which the London branches of VFIL and VIEL are deemed to be authorized and regulated by the FCA.

FCA’s Temporary Permissions Regime is due to come to an end at the end of 2022.

During the course of 2022, VIEL and VFIL will go through an authorization process with the FCA to secure the appropriate authorizations under the prevailing U.K.

regulatory framework to seek to ensure the long-term operational footprint of VIEL and VFIL’s branches in the U.K.

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.

Certain of our subsidiaries are subject to regulatory capital rules of the SEC, FINRA, other SROs and foreign regulators.

These rules, which specify minimum capital requirements for our regulated subsidiaries, are designed to measure the general financial integrity and liquidity of a broker‑dealer and require that at least a minimum part of its assets be kept in

relatively liquid form.

Failure to maintain required minimum capital may subject a regulated subsidiary to a fine, requirement to cease conducting business, suspension, revocation of registration or expulsion by applicable regulatory authorities, and ultimately could require the relevant entity’s liquidation.

See “Item 1A.

Risk Factors - Risks Related to Our Business - Failure to comply with applicable regulatory capital requirements could subject us to sanctions imposed by the SEC, FINRA and other SROs or regulatory bodies.”

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

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Shares of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders.

As a result of the completion of the IPO, the Reorganization Transactions, the July 2017 Private Placement, 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 64.1% interest in Virtu Financial at December 31, 2020.

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 62.7% interest in Virtu Financial at December 31, 2021.

The remaining issued and outstanding Virtu Financial Units are held by an affiliate of Mr.

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Viola, our Founder and Chairman Emeritus.

We have completed two significant acquisitions over the past four years that have expanded and complemented Virtu Financial's original electronic trading and market making business.

We have completed two significant acquisitions over the past five years 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.

In connection with the Acquisition of KCG, the Company issued 8,012,821 shares of the Company’s Class A stock to Aranda Investments Pte.

(“Aranda”), an affiliate of Temasek, for an aggregate purchase price of approximately $125.0 million and 40,064,103 shares of the Company’s Class A stock to North Island Holdings I, LP (the “North Island Stockholder”) for an aggregate purchase price of approximately $618.7 million, in each case in accordance with terms of an investment agreement in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, (collectively, the “July 2017 Private Placement”).

On March 1, 2019 (the “ITG Closing Date”), we completed our acquisition of Investment Technology Group, Inc.

(“ITG”) in an all-cash transaction valued at $30.30 per ITG share, for approximately $1.0 billion (the “ITG Acquisition”).

described in “Acquisition of Investment Technology Group, Inc.” below, ITG was a global financial technology company that offered a suite of trading and financial technology products to help leading brokers and asset managers improve returns for investors around the world.

(“ITG”) in an all-cash transaction (the “ITG Acquisition”).

As described in “Acquisition of Investment Technology Group,

Inc.” below, ITG was a global financial technology company that offered a suite of trading and financial technology products to help leading brokers and asset managers improve returns for investors around the world.

ITG empowered traders and investors to reduce the end-to-end cost of implementing investment decisions via liquidity, execution, analytics and workflow technology solutions.

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Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge on our website as soon as possible after we electronically file them with, or furnish them to, the SEC.

Our Investor Relations Department can be contacted at Virtu Financial, Inc., One Liberty Plaza, 165 Broadway, New York, NY, 10006, Attn:

Our Investor Relations Department can be contacted at Virtu Financial, Inc., 1 633 Broadway, New York, NY, 10019, Attn:

Investor Relations, e-mail:

investor_relations@virtu.com.

From time to time, we use our website, public conference calls, and social media channels, including our Twitter account (twitter.com/virtufinancial) and our LinkedIn account (linkedin.com/company/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 Twitter account (twitter.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.

It is possible that certain information we post on our website and on social media could be deemed to be material information, and we encourage investors, the media and others interested in us to review the business and financial information we post on our website and on the social media channels identified above.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business