What changed in this filing

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Item 1. Financial Statements

2022-05-03 compared with 2021-11-03 · 254 added, 380 removed, 985 unchanged (39% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Statements of Changes in Equity (Unaudited)

4 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2022 December 31,

8 unchanged sentences

Receivables from customers 330,378 146,476

Property, equipment and capitalized software (net of accumulated depreciation of $ 470,524 and $ 455,961 as of September 30, 2021 and December 31, 2020, respectively)

Property, equipment and capitalized software (net of accumulated depreciation of $ 485,626 and $ 472,155 as of March 31, 2022 and December 31, 2021, respectively)

90,031 89,595

1 unchanged sentence

Goodwill 1,148,926 1,148,926

Intangibles (net of accumulated amortization of $ 236,581 and $ 183,494 as of September 30, 2021 and December 31, 2020, respectively)

Intangibles (net of accumulated amortization of $ 269,642 and $ 253,161 as of March 31, 2022 and December 31, 2021, respectively)

369,851 386,332

Deferred tax assets 145,884 158,518

Other assets ($ 87,926 and $ 68,316 , at fair value, as of September 30, 2021 and December 31, 2020, respectively)

Other assets ($ 87,484 and $ 84,378 , at fair value, as of March 31, 2022 and December 31, 2021, respectively)

268,554 291,306

9 unchanged sentences

Tax receivable agreement obligations 237,938 259,282

Deferred tax liabilities 60 65

Accounts payable, accrued expenses and other liabilities 358,059 457,942

5 unchanged sentences

Stockholders' equity

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 127,872,786 and 125,627,277 shares, Outstanding — 113,220,345 and 122,012,180 shares at September 30, 2021 and December 31, 2020, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at September 30, 2021 and December 31, 2020, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 9,763,065 and 10,226,939 shares at September 30, 2021 and December 31, 2020, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at September 30, 2021 and December 31, 2020, respectively

Treasury stock, at cost, 14,652,441 and 3,615,097 shares at September 30, 2021 and December 31, 2020, respectively

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 132,872,351 and 131,497,645 shares, Outstanding — 105,636,944 and 113,170,782 shares at March 31, 2022 and December 31, 2021, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2022 and December 31, 2021, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 9,053,155 and 9,359,065 shares at March 31, 2022 and December 31, 2021, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at March 31, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 27,235,407 and 18,326,863 shares at March 31, 2022 and December 31, 2021, respectively

( 781,286 ) ( 494,075 )

2 unchanged sentences

Accumulated other comprehensive income (loss) 16,019 ( 10,196 )

Total Virtu Financial Inc.

stockholders' equity 1,485,328 1,468,540

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2022 December 31,

Total Virtu Financial Inc.

stockholders' equity 1,379,105 1,549,388

Noncontrolling interest 319,637 314,230

5 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except share and per share data) 2022 2021

31 unchanged sentences

Foreign exchange translation adjustment, net of taxes ( 5,168 ) ( 3,676 )

Net change in unrealized cash flow hedges gain (loss), net of taxes 3,498 314 18,197 ( 64,425 )

Net change in unrealized cash flow hedges gain, net of taxes 47,873 21,906

Comprehensive income 242,630 427,462

5 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2021 and 2020

Three months ended March 31, 2022, and 2021

Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.

4 unchanged sentences

Share based compensation 1,669,030 — — — — — — — 27,377 — — 27,377 — 27,377

Repurchase of Class C common stock — — ( 234,269 ) — — — — — ( 8,204 ) — — ( 8,204 ) — ( 8,204 )

Treasury stock purchases ( 612,844 ) — — — — — ( 8,908,544 ) ( 287,211 ) — ( 18,354 ) — ( 305,565 ) — ( 305,565 )

2 unchanged sentences

Foreign exchange translation adjustment — — — — — — — — — — ( 3,172 ) ( 3,172 ) ( 1,996 ) ( 5,168 )

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — 12,607 12,607 9,299 21,906

Net change in unrealized cash flow hedges gains — — — — — — — — — — 29,387 29,387 18,486 47,873

Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

3 unchanged sentences

Balance at March 31, 2022 132,872,351 $ 1 9,053,155 $ — 60,091,740 $ 1 ( 27,235,407 ) $ ( 781,286 ) $ 1,246,983 $ 897,387 $ 16,019 $ 1,379,105 $ 319,637 $ 1,698,742

Share based compensation 32,916 — — — — — — — 7,444 — — 7,444 — 7,444

Repurchase of Class C common stock — — ( 45,622 ) — — — — — ( 1,323 ) — — ( 1,323 ) — ( 1,323 )

Treasury stock purchases ( 5,489 ) — — — — — ( 3,358,003 ) ( 101,305 ) — ( 114 ) — ( 101,419 ) — ( 101,419 )

Stock options exercised 253,625 — — — — — — — 4,819 — — 4,819 — 4,819

Net income — — — — — — — — — 62,910 — 62,910 45,997 108,907

Foreign exchange translation adjustment — — — — — — — — — — 43 43 23 66

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — ( 4,115 ) ( 4,115 ) ( 3,091 ) ( 7,206 )

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Unit and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 29,483 ) — ( 29,483 ) ( 103,062 ) ( 132,545 )

Issuance of common stock in connection with employee exchanges 290,524 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 290,524 ) — — — — — — — — — — —

Balance at June 30, 2021 127,725,595 $ 1 9,799,036 $ — 60,091,740 $ 1 ( 9,250,509 ) $ ( 253,587 ) $ 1,201,890 $ 648,893 $ ( 19,117 ) $ 1,578,081 $ 344,741 $ 1,922,822

Share based compensation 103,154 — — — — — — — 6,803 — 6,803 6,803

Repurchase of Class C common stock — ( 12,980 ) — — — — — ( 370 ) — ( 370 ) ( 370 )

Treasury stock purchases ( 17,954 ) — — — — — ( 5,401,932 ) ( 138,881 ) ( 496 ) — ( 139,377 ) ( 139,377 )

Stock options exercised 39,000 — — — — — — — 741 — 741 741

Net income — — — — — — — — — 70,507 — 70,507 52,631 123,138

Foreign exchange translation adjustment — — — — — — — — — ( 4,912 ) ( 4,912 ) ( 2,931 ) ( 7,843 )

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — 2,191 2,191 1,307 3,498

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 28,336 ) — ( 28,336 ) ( 80,363 ) ( 108,699 )

2 unchanged sentences

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Issuance of common stock in connection with employee exchanges 22,991 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 22,991 ) — — — — — — — — — — —

Balance at September 30, 2021 127,872,786 $ 1 9,763,065 $ — 60,091,740 $ 1 ( 14,652,441 ) $ ( 392,468 ) $ 1,209,064 $ 690,568 $ ( 21,838 ) $ 1,485,328 $ 315,385 $ 1,800,713

Stockholders' Equity Noncontrolling Interest Total Equity

(in thousands, except share and interest data)

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Balance at December 31, 2020 125,627,277 $ 1 10,226,939 $ — 60,091,740 $ 1 ( 3,615,097 ) $ ( 88,923 ) $ 1,160,567 $ 422,381 $ ( 25,487 ) $ 1,468,540 $ 386,498 $ 1,855,038

2 unchanged sentences

Stock options exercised 154,372 — — — — — — — 2,933 — — 2,933 — 2,933

Warrants issued — — — — — — — — 11,486 — — 11,486 — 11,486

Net income — — — — — — — — — 239,405 — 239,405 169,827 409,232

Foreign exchange translation adjustment — — — — — — — — — — ( 2,165 ) ( 2,165 ) ( 1,511 ) ( 3,676 )

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — ( 31,468 ) ( 31,468 ) ( 24,134 ) ( 55,602 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 12,607 12,607 9,299 21,906

Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

3 unchanged sentences

Balance at March 31, 2021 127,154,019 $ 1 10,135,182 $ — 60,091,740 $ 1 ( 5,892,506 ) $ ( 152,282 ) $ 1,190,950 $ 615,580 $ ( 15,045 ) $ 1,639,205 $ 404,874 $ 2,044,079

Share based compensation 36,771 — — — — — — — 7,839 — — 7,839 — 7,839

Treasury stock purchases ( 8,727 ) — — — — — — — — ( 360 ) — ( 360 ) — ( 360 )

Stock options exercised 404,794 — — — — — — — 7,691 — — 7,691 — 7,691

Net income — — — — — — — — — 199,142 — 199,142 136,143 335,285

Foreign exchange translation adjustment — — — — — — — — — — 3,674 3,674 2,770 6,444

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — ( 5,242 ) ( 5,242 ) ( 3,895 ) ( 9,137 )

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Units and Restricted Stock Award) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 30,201 ) — ( 30,201 ) ( 145,211 ) ( 175,412 )

Issuance of common stock in connection with employee exchanges 1,635,912 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 1,635,912 ) — — — — — — — — — — —

Balance at June 30, 2020 124,654,210 $ 1 10,526,939 $ — 60,091,740 $ 1 ( 2,178,771 ) $ ( 55,005 ) $ 1,128,977 $ 259,873 $ ( 39,567 ) $ 1,294,280 $ 406,727 $ 1,701,007

Share based compensation 234,981 — — — — — — — 10,568 — — 10,568 — 10,568

Treasury stock purchases ( 79,570 ) — — — — — — — — ( 2,418 ) — ( 2,418 ) — ( 2,418 )

Stockholders' Equity Noncontrolling Interest Total Equity

(in thousands, except share and interest data)

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Stock options exercised 189,704 — — — — — — — 3,604 — — 3,604 — 3,604

Net income — — — — — — — — — 116,709 — 116,709 82,999 199,708

Foreign exchange translation adjustment — — — — — — — — — — 4,213 4,213 3,599 7,812

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — 151 151 163 314

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 30,347 ) — ( 30,347 ) ( 83,441 ) ( 113,788 )

Issuance of common stock in connection with employee exchanges 60,000 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 60,000 ) — — — — — — — — — — —

Balance at September 30, 2020 125,059,325 $ 1 10,466,939 $ — 60,091,740 $ 1 ( 2,178,771 ) $ ( 55,005 ) $ 1,143,149 $ 343,817 $ ( 35,203 ) $ 1,396,760 $ 410,047 $ 1,806,807

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2022 2021

9 unchanged sentences

Deferred taxes 12,629 10,035

Gain on sale of MATCHNow — ( 58,652 )

Other ( 1,609 ) ( 406 )

14 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 73,192 ) ( 83,712 )

Net cash provided by operating activities 374,522 483,598

Net cash provided by (used in) operating activities ( 255,185 ) 133,890

Cash flows from investing activities

1 unchanged sentence

Acquisition of property and equipment ( 9,958 ) ( 3,488 )

Proceeds from sale of MATCHNow — 60,592

Other investing activities ( 3,383 ) ( 2,106 )

Net cash provided by (used in) investing activities ( 65,440 ) 3,444

Net cash used in investing activities ( 35,030 ) ( 25,642 )

Cash flows from financing activities

4 unchanged sentences

Short-term borrowings, net 78,945 177,920

Proceeds from long-term borrowings 1,800,000 —

Repayment of long term borrowings ( 1,599,774 ) ( 1,460 )

1 unchanged sentence

Debt issuance costs ( 35,827 ) ( 2,658 )

Net cash used in financing activities ( 550,322 ) ( 598,220 )

Net cash provided by (used in) financing activities ( 212,882 ) ( 89,744 )

Effect of exchange rate changes on cash and cash equivalents ( 5,168 ) ( 3,676 )

Net decrease in cash and cash equivalents ( 252,692 ) ( 107,318 )

Net increase in cash and cash equivalents ( 508,265 ) 14,828

Cash, cash equivalents, and restricted or segregated cash, beginning of period 1,120,953 1,007,005

1 unchanged sentence

Supplementary disclosure of cash flow information

Nine Months Ended September 30,

(in thousands) 2021 2020

Cash paid for interest $ 49,277 $ 36,611

Three Months Ended March 31,

(in thousands) 2022 2021

Cash paid for taxes 13,791 25,714

10 unchanged sentences

VFI is a Delaware corporation whose primary asset is its ownership interest in Virtu Financial LLC (“Virtu Financial”).

As of September 30, 2021, VFI owned approximately 62.6 % of the membership interests of Virtu Financial.

As of March 31, 2022, VFI owned approximately 61.4 % of the membership interests of Virtu Financial.

VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”).

2 unchanged sentences

Leveraging its global market structure expertise and scaled, multi-asset infrastructure, the Company provides its clients with a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology.

The Company’s product offerings allow its clients to trade on hundreds of venues in over 50 countries and across multiple asset classes, including global equities, Exchange-Traded Funds ("ETFs"), foreign exchange, futures, fixed income and other commodities.

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

The Company has completed two significant acquisitions over the past five years that have expanded and complemented Virtu Financial's original electronic trading and marking making business.

On July 20, 2017 (the “KCG Closing Date”), the Company completed the all-cash acquisition of KCG Holdings, Inc.

On July 20, 2017, the Company completed the all-cash acquisition of KCG Holdings, Inc.

(“KCG”) (the “Acquisition of KCG”).

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

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

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

ITG's business contributes to the Company's Execution Services segment.

30 unchanged sentences

As sole managing member of Virtu Financial, the Company exerts control over the Group’s operations.

consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in Virtu Financial that the Company does not own as noncontrolling interests.

The Company consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in Virtu Financial that the

Company does not own as noncontrolling interests.

All intercompany accounts and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior period's condensed consolidated financial statements in order to conform to the current period presentation.

Such reclassifications are immaterial, individually and in the aggregate, to both current and all previously issued financial statements taken as a whole and have no effect on previously reported consolidated net income available to common stockholders.

Effective for the quarter ended March 31, 2021, the Company changed the presentation of its Condensed Consolidated Statements of Changes in Equity and Condensed Consolidated Statements of Cash Flows.

As a result, the Company combined $ 30.3 million of Dividends to stockholders and $ 83.4 million of Distribution from Virtu Financial to noncontrolling interest, and $ 90.1 million of Dividends to stockholders and $ 247.8 million of Distribution from Virtu Financial to noncontrolling interest into one line, Dividends to stockholders and distribution from Virtu Financial to noncontrolling interest for the three and nine months ended September 30, 2020, respectively.

Dividends and distributions from Virtu Financial to noncontrolling interest both represent cash payments by the Company to its equity owners which reduce Total equity.

Summary of Significant Accounting Policies

1 unchanged sentence

Accounting Pronouncements, Recently Adopted

Income Taxes - In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

The ASU removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.

The ASU also amends other aspects of the guidance relating to the accounting for franchise taxes, enacted changes in tax laws or rates, the accounting for transactions that result in a step-up in the tax basis of goodwill, and other tax-related items.

Convertible Instruments - In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).

The ASU simplifies accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity and updates selected earnings per share ("EPS") guidance.

The Company adopted this ASU on January 1, 2022 and it did not have a material impact on its condensed consolidated financial statements.

Accounting Pronouncements, Not Yet Adopted as of September 30, 2021

Accounting Pronouncements, Not Yet Adopted as of March 31, 2022

Reference Rate Reform - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

6 unchanged sentences

Scope, which expands the scope of Topic 848 to include derivative instruments that are affected by changes in the interest rates used for margining, discounting or contract price alignment as part of the market transition to new reference rates (the "discounting transition").

The Company is evaluating the impact of these ASUs, but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

The ASU is effective for periods beginning after December 15, 2021.

The Company is currently evaluating the impact of the new standard on its Condensed Consolidated Financial Statements and related disclosures.

Sale of MATCHNow

In May 2020, the Company entered into a Securities Purchase Agreement ("SPA") with Cboe Global Markets, Inc.

(“CBOE”) pursuant to which the Company agreed to sell 100 % of the outstanding interests in TriAct Canada Marketplace LP

and TCM Corp., which operate an equities alternative trading system (“MATCHNow”) in Canada.

Pursuant to the terms of the SPA, the Company also agreed to enter into a licensing agreement for the licensing of certain software and intellectual property used in support of MATCHNow.

On August 4, 2020 (the "MATCHNow Closing Date"), the Company completed the sale of MATCHNow to CBOE for total gross proceeds of $ 60.6 million in cash, with additional contingent consideration of up to approximately $ 23.0 million.

The Company incurred one-time transaction costs including professional fees related to the sale of $ 2.5 million, which were recorded in Transaction advisory fees and expenses on the Condensed Consolidated Statements of Comprehensive Income.

The Company recognized a gain on sale of $ 58.7 million, which was recorded in Other, net on the Condensed Consolidated Statements of Comprehensive Income for the year ended September 30, 2020.

A summary of the carrying value of MATCHNow and gain on sale of MATCHNow is as follows:

(in thousands)

Total sale proceeds received $ 60,592

Total carrying value of MATCHNow as of MATCHNow Closing Date ( 1,940 )

Gain on sale of MATCHNow 58,652

Transaction costs ( 2,453 )

Gain on sale of MATCHNow, net of transaction costs $ 56,199

Contingent consideration may be earned based on the future performance of MATCHNow following the MATCHNow Closing Date.

Deferred payments will be assessed quarterly until December 31, 2022 and recorded in Other, net on the Condensed Consolidated Statements of Comprehensive Income when the contingency is resolved and payments become payable by CBOE.

In addition, the Company entered into a Transition Services Agreement ("TSA") with CBOE, pursuant to which the Company agreed to provide certain telecom and general and administrative services for a defined period.

Income from performing services under the TSA are recorded in Other, net on the Condensed Consolidated Statements of Comprehensive Income.

With the licensing of certain software and intellectual property associated with MATCHNow, the Company performed an assessment of impairment of long-lived intangible assets acquired in connection with the ITG acquisition, of which MATCHNow technology was a component.

No impairment was recognized for the three and nine months ended September 30, 2020.

The Company is evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

Derivatives and Hedging - In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging - Fair Value Hedging - Portfolio Layer Method (Topic 815) .

The ASU expands the scope of permissible hedging, and permits the use of different derivative structures as hedging instruments.

The ASU also clarifies the certain terms for partial-term fair value hedges of interest rate risk.

This ASU is effective for periods beginning after December 15, 2022.

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its condensed consolidated financial statements.

Financial Instruments - Credit Losses - In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) .

The ASU eliminates the accounting guidance for trouble debt restructurings by creditors in Subtopic 310-40, and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty.

Additionally, the ASU requires disclosure of gross writeoffs of receivables by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost .

This ASU is effective for periods beginning after December 15, 2022.

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its condensed consolidated financial statements.

Earnings per Share

The below table contains a reconciliation of net income (loss) before noncontrolling interest to net income (loss) available for common stockholders:

Three Months Ended September 30, Nine Months Ended September 30,

The below table contains a reconciliation of Net income before income taxes and noncontrolling interest to Net income available for common stockholders:

Three Months Ended March 31,

(in thousands) 2022 2021

5 unchanged sentences

The calculation of basic and diluted earnings per share is presented below:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except for share or per share data) 2022 2021

Basic earnings (loss) per share:

Basic earnings per share:

Net income available for common stockholders $ 112,257 $ 239,405

3 unchanged sentences

Class A 109,329,468 122,062,555

Basic earnings (loss) per share $ 0.59 $ 0.92 $ 3.04 $ 4.31

Three Months Ended September 30, Nine Months Ended September 30,

Basic earnings per share $ 0.99 $ 1.91

Three Months Ended March 31,

(in thousands, except for share or per share data) 2022 2021

Diluted earnings (loss) per share:

Diluted earnings per share:

Net income available for common stockholders, net of dividends and undistributed earnings allocated to participating securities $ 108,398 $ 233,093

4 unchanged sentences

110,066,641 123,389,327

Diluted earnings (loss) per share $ 0.59 $ 0.92 $ 3.01 $ 4.29

Diluted earnings per share $ 0.98 $ 1.89

Tax Receivable Agreements

For a detailed discussion of the Company's tax receivable agreements, see Note 6 "Tax Receivable Agreements" in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021.

For purposes of the tax receivable agreements, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been (i) no increase to the tax basis of the assets of Virtu Financial as a result of the purchase or exchange of Virtu Financial Units, (ii) no tax benefit from the tax basis in the intangible assets of Virtu Financial on the date of the IPO and (iii) no tax benefit as a result of the Net Operating Losses (“NOLs”) and other tax attributes of Virtu Financial.

For the purposes of the tax receivable agreements discussed above, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been (i) no increase to the tax basis of the assets of Virtu Financial as a result of the purchase or exchange of Virtu Financial Units, (ii) no tax benefit from the tax basis in the intangible assets of Virtu Financial on the date of the IPO and (iii) no tax benefit as a result of the Net Operating Losses (“NOLs”) and other tax attributes of Virtu Financial.

Subsequent adjustments of the tax receivable agreements obligations due to certain events (e.g., changes to the expected realization of NOLs or changes in tax rates) will be recognized within income before taxes and noncontrolling interests in the Condensed Consolidated Statements of Comprehensive Income.

The Company made its first payment of $ 7.0 million in February 2017, its second payment of $ 12.4 million in September 2018, its third payment of $ 13.3 million in March 2020, and its fourth payment of $ 16.5 million in April 2021.

The Company made its first payment of $ 7.0 million in February 2017, its second payment of $ 12.4 million in September 2018, its third payment of $ 13.3 million in March 2020, its fourth payment of $ 16.5 million in April 2021, and its fifth payment of $ 21.3 million in March 2022.

Tax receivable payments are expected to range from approximately $ 0.4 million to $ 22.0 million per year over the next 15 years.

At September 30, 2021 and December 31, 2020, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 184.3 million and $ 199.1 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 254.7 million and $ 271.2 million, respectively.

The amounts recorded as of September 30, 2021 and December 31, 2020 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

At March 31, 2022 and December 31, 2021, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 175.4 million and $ 180.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 237.9 million and $ 259.3 million, respectively.

The amounts recorded as of March 31, 2022 and December 31, 2021 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

federal and state income tax returns for the years in which tax savings were realized.

2 unchanged sentences

(i) Market Making;

(ii) Execution Services;

and (ii) Execution Services;

and one non-operating segment:

As of September 30, 2021 and December 31, 2020, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three and nine months ended September 30, 2021 and 2020.

The following table presents the details of goodwill by segment as of September 30, 2021 and December 31, 2020:

As of March 31, 2022 and December 31, 2021, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three months ended March 31, 2022 and 2021.

The following table presents the details of goodwill by segment as of March 31, 2022 and December 31, 2021:

(in thousands) Market Making Execution Services Corporate Total

Balance as of period-end $ 755,292 $ 393,634 $ — $ 1,148,926

As of September 30, 2021 and December 31, 2020, the Company's total amount of intangible assets recorded was $ 402.9 million and $ 454.5 million, respectively.

Acquired intangible assets consisted of the following as of September 30, 2021 and December 31, 2020:

As of September 30, 2021

As of March 31, 2022 and December 31, 2021, the Company's total amount of intangible assets recorded was $ 369.9 million and $ 386.3 million, respectively.

Acquired intangible assets consisted of the following as of March 31, 2022 and December 31, 2021:

As of March 31, 2022

(in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives

19 unchanged sentences

$ 639,493 $ ( 253,161 ) $ 386,332

Amortization expense relating to finite-lived intangible assets was approximately $ 16.9 million and $ 18.3 million for the three months ended September 30, 2021 and 2020, respectfully, and $ 53.1 million and $ 56.2 million for the nine months ended September 30, 2021 and 2020, respectively.

Amortization expense relating to finite-lived intangible assets was approximately $ 16.5 million and $ 18.1 million for the three months ended March 31, 2022 and 2021, respectively.

This is included in Amortization of purchased intangibles and acquired capitalized software in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The Company expects to record amortization expense as follows over the remaining current year and the next five subsequent years:

The Company expects to record amortization expense as follows over the next five subsequent years:

(in thousands)

1 unchanged sentence

Receivables from/Payables to Broker-Dealers and Clearing Organizations

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at September 30, 2021 and December 31, 2020:

(in thousands) September 30, 2021 December 31, 2020

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2022 and December 31, 2021:

(in thousands) March 31, 2022 December 31, 2021

Due from prime brokers $ 550,259 $ 287,990

11 unchanged sentences

Total payables to broker-dealers and clearing organizations $ 934,722 $ 571,526

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 "Borrowings") of approximately $ 202.5 million and $ 134.7 million as of September 30, 2021 and December 31, 2020, respectively.

(1) The Company presents its balances, including outstanding principal balances on all broker credit facilities, on a net-by-counterparty basis within receivables from and payables to broker-dealers and clearing organizations when the criteria for offsetting are met .

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 8 "Borrowings") of approximately $ 314.3 million and $ 177.1 million as of March 31, 2022 and December 31, 2021, respectively.

The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions.

3 unchanged sentences

The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions.

At September 30, 2021 and December 31, 2020, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at September 30, 2021 and December 31, 2020 are summarized as follows:

(in thousands) September 30, 2021 December 31, 2020

At March 31, 2022 and December 31, 2021, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at March 31, 2022 and December 31, 2021 are summarized as follows:

(in thousands) March 31, 2022 December 31, 2021

Securities received as collateral:

3 unchanged sentences

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements.

Financial instruments owned and pledged, where the counterparty has the right to repledge, at September 30, 2021 and December 31, 2020 consisted of the following:

(in thousands) September 30, 2021 December 31, 2020

Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2022 and December 31, 2021 consisted of the following:

(in thousands) March 31, 2022 December 31, 2021

Equities $ 1,126,959 $ 1,012,569

3 unchanged sentences

The following summarizes the Company's short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below.

September 30, 2021

March 31, 2022

(in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net

17 unchanged sentences

A commitment fee of 0.50 % per annum on the average daily unused portion of this facility is payable quarterly in arrears.

On March 10, 2020, VAL entered into a short-term loan arrangement with Jefferies Financial Group, Inc., as lender, for a $ 20 million demand loan (the "Demand Loan") repayable no later than ninety ( 90 ) days after the date of borrowing.

The Demand Loan bore interest at a rate of 10 % per annum, increased by 2.0 % with respect to any principal amounts not paid when due and payable.

The Demand Loan was repaid in full as of April 17, 2020.

On March 20, 2020, VAL entered into a Loan Agreement (the “Founder Member Loan Facility”) with TJMT Holdings LLC (the “Founder Member”), as lender and administrative agent, providing for unsecured term loans from time to time (the “Founder Member Loans”) in an aggregate original principal amount not to exceed $ 300 million.

7 unchanged sentences

These balances are included within Short-term borrowings on the Condensed Consolidated Statements of Financial Condition.

At September 30, 2021

At March 31, 2022

(in thousands) Interest Rate Financing Available Borrowing Outstanding Deferred Debt Issuance Cost Outstanding Borrowings, net

11 unchanged sentences

Interest expense is included within Interest and dividends expense in the accompanying Condensed Consolidated Statements of Comprehensive Income.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2022 2021

2 unchanged sentences

Committed facility 15 57

Demand Loan — — — 211

$ 540 $ 315 $ 1,847 $ 1,651

Short-Term Bank Loans

The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities.

At September 30, 2021, there was $ 136.7 million associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 1.2 %.

At March 31, 2022, there was no balance associated with international settlement activities outstanding under these facilities.

At December 31, 2021, there was $ 5.1 million associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 4.2 %.

3 unchanged sentences

The proceeds of these facilities are used to meet margin requirements associated with the products traded by the Company in the ordinary course, and amounts borrowed are collateralized by the Company’s trading accounts with the applicable financial institution.

At September 30, 2021

At March 31, 2022

(in thousands) Weighted Average

12 unchanged sentences

(1) Outstanding borrowings are included with Receivables from/Payables to broker-dealers and clearing organizations within the Condensed Consolidated Statements of Financial Condition.

Interest expense in relation to the facilities was approximately $ 1.4 million and $ 1.2 million for the three months ended September 30, 2021 and 2020 , and $ 3.5 million and $ 3.8 million for the nine months ended September 30, 2021 and 2020, respectively.

Interest expense in relation to the facilities was $ 1.6 million and $ 1.0 million for the three months ended March 31, 2022 and 2021, respectively.

Long-Term Borrowings

The following summarizes the Company’s long-term borrowings, net of unamortized discount and debt issuance costs, where applicable:

At September 30, 2021

At March 31, 2022

(in thousands) Maturity

2 unchanged sentences

Long-term borrowings:

First Lien Term Loan Facility March 2026 3.08 % $ 1,599,774 $ ( 3,949 ) $ ( 23,187 ) $ 1,572,638

First Lien Term Loan Facility January 2029 3.50 % $ 1,800,000 $ ( 4,364 ) $ ( 30,179 ) $ 1,765,457

SBI bonds January 2023 5.00 % 28,759 — ( 16 ) 28,743

8 unchanged sentences

$ 1,630,496 $ ( 3,723 ) $ ( 21,641 ) $ 1,605,132

Credit Agreement

In connection with the ITG Acquisition, Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial ("VFH") and Impala Borrower LLC, a subsidiary of the Company (the "Acquisition Borrower") entered into a Credit Agreement (the "Credit Agreement"), with the lenders party thereto, Jefferies Finance LLC, as administrative agent and Jefferies Finance LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners.

The Credit Agreement provided (i) a senior secured first lien term loan (together with the Incremental Term Loans, as defined below;

the “First Lien Term Loan Facility”) in an aggregate principal amount of $ 1,500 million, drawn in its entirety on the ITG Closing Date, of which amount approximately $ 404.5 million was borrowed by VFH to repay all amounts outstanding under a previous term loan facility and the remaining approximately $ 1,095 million was borrowed by the Acquisition Borrower to finance the consideration and fees and expenses paid in connection with the ITG Acquisition, and (ii) a $ 50.0 million senior secured first lien revolving facility to VFH (the “First Lien Revolving Facility”), with a $ 5.0 million letter of credit subfacility and a $ 5.0 million swingline subfacility.

Credit Agreements

In connection with the ITG Acquisition, Virtu Financial, VFH, and Impala Borrower LLC (the "Acquisition Borrower") entered into a credit agreement, with the lenders party thereto, Jefferies Finance LLC, as administrative agent and Jefferies Finance LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners (the "Acquisition Credit Agreement").

The Acquisition Credit Agreement provided (i) a senior secured first lien term loan (together with the Acquisition Incremental Term Loans, as defined below;

the “Acquisition First Lien Term Loan Facility”) in an aggregate principal amount of $ 1,500 million, drawn in its entirety on the ITG Closing Date, of which amount approximately $ 404.5 million was borrowed by VFH to repay all amounts outstanding under a previous term loan facility and the remaining approximately $ 1,095 million was borrowed by Impala Borrower LLC (the "Acquisition Borrower"), to finance the consideration and fees and expenses paid in connection with the ITG Acquisition, and (ii) a $ 50.0 million senior secured first lien revolving facility to VFH, with a $ 5.0 million letter of credit subfacility and a $ 5.0 million swingline subfacility.

After the ITG Closing Date, VFH assumed the obligations of the Acquisition Borrower in respect of the acquisition term loans.

On October 9, 2019, VFH entered into an amendment (“Amendment No.

1”), which amended the Credit Agreement dated as of March 1, 2019 to, among other things, provide for $ 525.0 million in aggregate principal amount of incremental term loans (the “Incremental Term Loans”), and amend the related collateral agreement.

On March 2, 2020, VFH entered into a second amendment (“Amendment No.

2”), which further amended the Credit Agreement (as amended by Amendment No.

1 and Amendment No.

2, the “Amended Credit Agreement”) to, among other things, reduce the interest rate spread over adjusted LIBOR or the alternate base rate by 0.50 % per annum and eliminated any stepdown in the spread based on VFH's first lien leverage ratio.

The term loan borrowings and revolver borrowings under the Amended 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 LIBOR rate for a Eurodollar borrowing with an interest period of one month plus 1.00 % and (d) 1.00 %, plus, in each case, 2.00 %, or (ii) the greater of (x) an adjusted LIBOR rate for the interest period in effect and (y) 0 %, plus, in each case, 3.00 %.

In addition, a commitment fee accrues at a rate of 0.50 % per annum on the average daily unused amount of the First Lien Revolving Facility, with stepdowns to 0.375 % and 0.25 % per annum based on VFH’s first lien leverage ratio, and is payable quarterly in arrears.

The First Lien Revolving Facility under the Amended Credit Agreement is subject to a springing net first lien leverage ratio test which may spring into effect as of the last day of a fiscal quarter if usage of the aggregate revolving commitments exceeds a specified level as of such date.

On October 9, 2019, VFH entered into an amendment, which amended the Acquisition Credit Agreement dated as of March 1, 2019 to, among other things, provide for $ 525.0 million in aggregate principal amount of incremental term loans (the “Acquisition Incremental Term Loans”), and amend the related collateral agreement.

On March 2, 2020, VFH entered into a second amendment, which further amended the Acquisition Credit Agreement to, among other things, reduce the interest rate spread over adjusted LIBOR or the alternate base rate by 0.50 % per annum and eliminated any step-down in the spread based on VFH's first lien leverage ratio.

There were no outstanding borrowings under the Acquisition Credit Agreement as of March 31, 2022.

On January 13, 2022 (the “Credit Agreement Closing Date”), Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), entered into the Credit Agreement, with the lenders party thereto, JPMorgan Chase Bank, N.A.

as administrative agent and JPMorgan Chase bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Credit Agreement”).

The 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 Acquisition Credit Agreement (as defined below), 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 term loan borrowings and revolver borrowings under the 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 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 %.

In addition, a commitment fee accrues at a rate of 0.50 % per annum on the average daily unused amount of the revolving facility, with step-downs to 0.375 % and 0.25 % per annum based on VFH’s first lien leverage ratio, and is payable quarterly in arrears.

The revolving facility under the Credit Agreement is subject to a springing net first lien leverage ratio test which may spring into effect as of the last day of a fiscal quarter if usage of the aggregate revolving commitments exceeds a specified level as of such date.

VFH is also subject to contingent principal prepayments based on excess cash flow and certain other triggering events.

Borrowings under the Amended Credit Agreement are guaranteed by Virtu Financial and VFH’s material non-regulated domestic restricted subsidiaries and secured by substantially all of the assets of VFH and the guarantors, in each case, subject to certain exceptions.

Under the Amended Credit Agreement, the term loans will mature on March 1, 2026.

Borrowings under the Credit Agreement are guaranteed by Virtu Financial and VFH’s material non-regulated domestic restricted subsidiaries and secured by substantially all of the assets of VFH and the guarantors, in each case, subject to certain exceptions.

The Credit Agreement contains certain customary covenants and events of default, including relating to a change of control.

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.

Under the Credit Agreement, the term loans will mature on January 13, 2029.

The term loans amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the term loans.

As of September 30, 2021, $ 1,600 million was outstanding under the First Lien Term Loan Facility.

The revolving commitments will terminate on March 1, 2022.

There were no outstanding borrowings under the First Lien Revolving Facility as of September 30, 2021 or December 31, 2020.

The Amended Credit Agreement contains certain customary covenants and events of default, including relating to a change of control.

If an event of default occurs and is continuing, the lenders under the Amended Credit Agreement will be entitled to take various actions, including the acceleration of amounts outstanding under the Amended Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Amended Credit Agreement.

The revolving commitments will terminate on January 13, 2025.

As of March 31, 2022, $ 1,800 million was outstanding under the term loans.

In October 2019, the Company entered into a five-year $ 525 million floating-to-fixed interest rate swap agreement.

The Company also entered into a five-year $ 1,000 million floating-to-fixed interest rate swap agreement in January 2020.

As these two interest rate swaps met the criteria to be considered qualifying cash flow hedges under ASC 815 in 2020, they effectively fix interest payment obligations on $ 525.0 million and $ 1,000 million of principal under the First Lien Term Loan Facility at rates of 4.3 % and 4.4 % through September 2024 and January 2025, respectively, based on the interest rates set forth in the Amended Credit Agreement.

In January 2020, the Company also entered into a five-year $ 1,000 million floating-to-fixed interest rate swap agreement.

These two interest rate swaps met the criteria to be considered and were designated 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 million of principal under the Acquisition First Lien Term Loan Facility at rates of 4.3 % and 4.4 % through September 2024 and January 2025, respectively, based on the interest rates set forth in the Acquisition Credit Agreement.

In April 2021, each of the swap agreements described above was novated to another counterparty and amended in connection with such novation.

The amendments included certain changes to collateral posting obligations, and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.

In January 2022, in order to align the swap agreements with the Credit Agreement, the Company amended each of the swap agreements to align the floating rate term of such swap agreements to SOFR.

The effective fixed interest payment obligations remained at 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.

On July 25, 2016, VFH issued Japanese Yen Bonds (collectively the “SBI Bonds”) in the aggregate principal amount of ¥ 3.5 billion ($ 33.1 million at issuance date) to SBI Life Insurance Co., Ltd.

6 unchanged sentences

In December 2019, the maturity date of the SBI Bonds was extended to January 2023.

The principal balance was ¥ 3.5 billion ($ 31.5 million) as of September 30, 2021 and ¥ 3.5 billion ($ 33.9 million) as of December 31, 2020.

The Company had a gain of $ 0.1 million and a loss of $ 0.8 million during the three months ended September 30, 2021, and 2020, respectively, and a gain of $ 2.4 million and a loss of $ 1.0 million during the nine months ended September 30, 2021 and 2020, respectively, due to changes in foreign currency rates.

As of September 30, 2021, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) September 30, 2021

Remainder of 2021 $ —

The principal balance was ¥ 3.5 billion ($ 28.8 million) as of March 31, 2022 and ¥ 3.5 billion ($ 30.7 million) as of December 31, 2021.

The Company had a gain of $ 2.0 million, and a gain of $ 2.3 million, during the three months ended March 31, 2022 and 2021, respectively, due to changes in foreign currency rates.

As of March 31, 2022, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) March 31, 2022

Thereafter 1,800,000

11 unchanged sentences

This information includes prices for identical and near-identical positions, as well as the prices for securities underlying the Company’s positions, on other exchanges that are open after the exchange on which the financial instruments is traded closes.

The Company validates that all price adjustments can be substantiated with market inputs and checks the theoretical prices independently.

The Company validates that all price adjustments

can be substantiated with market inputs and checks the theoretical prices independently.

Consequently, such financial instruments are classified as Level 2.

Fair value measurements for those items measured on a recurring basis are summarized below as of September 30, 2021:

September 30, 2021

Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2022:

March 31, 2022

(in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value

14 unchanged sentences

$ 3,002 $ — $ 84,482 $ — $ 87,484

Receivables from broker dealers and clearing organizations:

Interest rate swap $ — $ 34,927 $ — $ — $ 34,927

Financial instruments sold, not yet purchased, at fair value:

6 unchanged sentences

$ 2,277,465 $ 3,171,775 $ — $ ( 344,241 ) $ 5,104,999

Payables to broker dealers and clearing organizations:

Interest rate swap $ — $ 43,608 $ — $ — $ 43,608

Fair value measurements for those items measured on a recurring basis are summarized below as of December 31, 2021:

31 unchanged sentences

The JNX Investment is included within Level 3 of the fair value hierarchy.

As of September 30, 2020 and 2021, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

As of March 31, 2021 and 2022, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

2) a market approach based on average enterprise value/EBITDA ratios of comparable companies;

2 unchanged sentences

The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for the JNX Investment:

September 30, 2021

March 31, 2022

(in thousands) Fair Value Valuation Technique Significant Unobservable Input Range Weighted Average

9 unchanged sentences

The following presents the changes in the Company's Level 3 financial instruments measured at fair value on a recurring basis:

Three Months Ended September 30, 2021

(in thousands) Balance at June 30, 2021 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2021

Other assets:

Equity investment $ 78,313 $ — $ 7,004 $ — $ — $ 85,317 $ 7,004

Total $ 78,313 $ — $ 7,004 $ — $ — $ 85,317 $ 7,004

(1) Total realized and unrealized gains/(losses) includes gains and losses realized on the SBI Bonds (see Note 9 "Borrowings" for more details) due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Three Months Ended September 30, 2020

(in thousands) Balance at June 30, 2020 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2020 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2020

Other assets:

Equity investment $ 51,599 $ — $ 13,104 $ — $ — $ 64,703 $ 13,104

Total $ 51,599 $ — $ 13,104 $ — $ — $ 64,703 $ 13,104

Nine Months Ended September 30, 2021

(in thousands) Balance at December 31, 2020 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2021

Three Months Ended March 31, 2022

(in thousands) Balance at December 31, 2021 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2022

Other assets:

2 unchanged sentences

(1) Total realized and unrealized gains/(losses) includes gains and losses realized on the SBI Bonds (see Note 8 "Borrowings" for more details) due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Nine Months Ended September 30, 2020

(in thousands) Balance at December 31, 2019 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2020 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2020

Three Months Ended March 31, 2021

(in thousands) Balance at December 31, 2020 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2021

Other assets:

7 unchanged sentences

The fair value of the Company’s long-term borrowings is based on quoted prices from the market for similar instruments, and is categorized as Level 2 in the fair value hierarchy.

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of September 30, 2021:

September 30, 2021

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2022:

March 31, 2022

Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

18 unchanged sentences

(1) Includes cash collateral and deposits, and interest and dividends receivables.

(2) Payables to broker-dealers and clearing organizations include interest rate swaps carried at fair value.

(2) Receivables from broker-dealers and clearing organizations include interest rate swaps carried at fair value.

(3) Includes deposits, interest and dividends payable.

27 unchanged sentences

In the tables below, the amounts of financial instruments owned that are not offset in the Condensed Consolidated Statements of Financial Condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments.

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of September 30, 2021 and December 31, 2020:

September 30, 2021

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2022 and December 31, 2021:

March 31, 2022

Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statement of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition

39 unchanged sentences

The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged:

September 30, 2021

March 31, 2022

Remaining Contractual Maturity

20 unchanged sentences

Derivative Instruments

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at September 30, 2021 and December 31, 2020:

(in thousands) September 30, 2021 December 31, 2020

Derivatives Assets Financial Statements Location Fair Value Notional Fair Value Notional

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2022 and December 31, 2021:

(in thousands) March 31, 2022 December 31, 2021

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

Derivative instruments not designated as hedging instruments:

5 unchanged sentences

Currency forwards Financial instruments owned 382,092 29,334,379 206,258 21,445,374

Derivatives Liabilities Financial Statements Location Fair Value Notional Fair Value Notional

Derivative instruments designated as hedging instruments:

Interest rate swap Receivables from broker-dealers and clearing organizations 34,927 1,525,000 — —

Derivatives Liabilities Financial Statement Location Fair Value Notional Fair Value Notional

Derivative instruments not designated as hedging instruments:

8 unchanged sentences

Amounts included in receivables from and payables to broker-dealers and clearing organizations represent net variation margin on long and short futures contracts as well as amounts receivable or payable on interest rate swaps.

The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020.

Three Months Ended September 30, Nine Months Ended September 30,

The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022, and 2021.

Three Months Ended March 31,

(in thousands) Financial Statements Location 2022 2021

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(1) The Company entered into a five-year $ 1,000 million floating-to-fixed interest rate swap agreement in the first quarter of 2020 and a five-year $ 525 million floating-to-fixed interest rate swap agreement in the fourth quarter of 2019.

These two interest rate swaps met the criteria to be considered qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and as such, the mark-to-market gains (losses) on the instruments were recorded within Other comprehensive income on the Condensed Consolidated Statements of Comprehensive Income beginning in the first quarter of 2020.

These two interest rate swaps met the criteria to be considered qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and as such, the mark-to-market gains (losses) on the instruments were deferred within Other comprehensive income on the Condensed Consolidated Statements of Comprehensive Income beginning in the first quarter of 2020.

Variable Interest Entities

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The Company and its JV partners each pay monthly fees for the use of the microwave communication networks in connection with their respective trading activities, and the JVs may sell excess bandwidth that is not utilized by the JV members to third parties.

As of September 30, 2021, the Company held noncontrolling interests of 10 % and 50 %, respectively, in these JVs.

As of March 31, 2022, the Company held noncontrolling interests of 10.0 % and 50.0 %, respectively, in these JVs.

The Company has an interest in a JV that offers derivatives trading technology and execution services to broker-dealers, professional traders and select hedge funds.

As of September 30, 2021, the Company held approximately a 10 % noncontrolling interest in this JV.

The Company has an interest in a JV that is developing a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S.

As of September 30, 2021, the Company held approximately a 14.1 % noncontrolling interest in this JV.

As of March 31, 2022, the Company held approximately a 9.8 % noncontrolling interest in this JV.

The Company has an interest in a JV that operates a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S.

As of March 31, 2022, the Company held approximately a 15.0 % noncontrolling interest in this JV.

The Company's four JVs meet the criteria to be considered VIEs, which it does not consolidate.

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The Company’s exposure to the obligations of these VIEs is generally limited to its interests in each respective JV, which is the carrying value of the equity investment in each JV.

The following table presents the Company’s nonconsolidated VIEs at September 30, 2021:

The following table presents the Company’s nonconsolidated VIEs at March 31, 2022:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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Disaggregation of Revenues

The following tables present the Company’s revenue from contracts with customers disaggregated by service, by timing of revenue recognition, reconciled to the Company’s segments, for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, 2021

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 8,894 $ 93,474 $ — $ 102,368

Workflow technology — 23,149 — 23,149

Analytics — 10,406 — 10,406

Total revenue from contracts with customers 8,894 127,029 — 135,923

Other sources of revenue 400,396 5,520 2,505 408,421

Total revenues $ 409,290 $ 132,549 $ 2,505 $ 544,344

Timing of revenue recognition:

Services transferred at a point in time $ 409,290 $ 114,010 $ 2,505 $ 525,805

Services transferred over time — 18,539 — 18,539

Total revenues $ 409,290 $ 132,549 $ 2,505 $ 544,344

Three Months Ended September 30, 2020

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 9,391 $ 91,460 $ — $ 100,851

Workflow technology — 23,044 — 23,044

Analytics — 9,958 — 9,958

Total revenue from contracts with customers 9,391 124,462 — 133,853

Other sources of revenue 465,207 58,218 ( 1,166 ) 522,259

Total revenues $ 474,598 $ 182,680 $ ( 1,166 ) $ 656,112

Timing of revenue recognition:

Services transferred at a point in time $ 474,598 $ 164,018 $ ( 1,166 ) $ 637,450

Services transferred over time — 18,662 — 18,662

Total revenues $ 474,598 $ 182,680 $ ( 1,166 ) $ 656,112

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 546,561 $ 151,745 $ 2,956 $ 701,262

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

(in thousands) Market Making Execution Services Corporate Total

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Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

As of September 30, 2021 and 2020, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

The Company recognized $ 0.5 million and $ 0.6 million of revenue related to performance obligations satisfied in previous period for the three months ended September 30, 2021 and 2020, respectively.

As of March 31, 2022 and 2021, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

Contract Assets and Contract Liabilities

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The Company records a contract liability when payment is received prior to the time at which the satisfaction of the service obligation occurs.

Receivables related to revenues from contracts with customers amounted to $ 49.1 million and $ 57.3 million as of September 30, 2021 and December 31, 2020, respectively.

Receivables related to revenues from contracts with customers amounted to $ 56.8 million and $ 51.5 million as of March 31, 2022 and December 31, 2021, respectively.

The Company did not identify any contract assets.

There were no impairment losses on receivables as of September 30, 2021.

There were no impairment losses on receivables as of March 31, 2022.

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed in advance of satisfying the performance obligations.

Deferred revenue related to contracts with customers was $ 10.0 million and $ 9.3 million as of September 30, 2021 and December 31, 2020, respectively.

The Company recognized revenue of $ 9.2 million and $ 8.6 million for the three months ended September 30, 2021 and 2020 respectively, and $ 24.4 million and $ 23.6 million during the nine months ended September 30, 2021 and 2020, respectively that had been initially recorded as deferred revenue.

Deferred revenue related to contracts with customers was $ 11.0 million and $ 9.2 million as of March 31, 2022 and December 31, 2021, respectively.

The Company recognized revenue of $ 7.5 million and $ 7.9 million during the three months ended March 31, 2022 and 2021, that had been recorded as deferred revenue in the respective prior year.

The Company has not identified any costs to obtain or fulfill its contracts under ASC 606.

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taxation as partnerships.

Accordingly, for the three and nine months ended September 30, 2021 and 2020, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

Accordingly, for the three months ended March 31, 2022 and 2021, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

income tax expense attributable to these noncontrolling interests was not reported by the Company as it is the obligation of the individual partners.

The Company’s provisions for income taxes and effective tax rates were $ 22.0 million, 15.1 %, and $ 52.8 million, 20.9 % for the three months ended September 30, 2021 and 2020, respectively, and $ 128.6 million, 16.7 % and $ 200.0 million, 17.8 % for the nine months ended September 30, 2021 and 2020, respectively.

The Company’s provisions for income taxes and effective tax rates were $ 41.8 million, 17.3 %, and $ 80.6 million, 16.4 % for the three months ended March 31, 2022 and 2021, respectively.

Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at September 30, 2021 and December 31, 2020 are current income tax receivables of $ 49.8 million and $ 83.1 million, respectively.

The balances at September 30, 2021 and December 31, 2020 primarily comprised income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at September 30, 2021 and December 31, 2020 are current tax liabilities of $ 12.6 million and $ 37.9 million, respectively.

The balances at September 30, 2021 and December 31, 2020 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2022 and December 31, 2021 are current income tax receivables of $ 12.7 million and $ 37.2 million, respectively.

The balances at March 31, 2022 and December 31, 2021 primarily comprised income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at March 31, 2022 and December 31, 2021 are current tax liabilities of $ 14.4 million and $ 16.8 million, respectively.

The balances at March 31, 2022 and December 31, 2021 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 4 "Tax Receivable Agreements"), the Acquisition of KCG and the ITG Acquisition, differences in the valuation of financial assets and liabilities, and other temporary differences arising from the deductibility of compensation, depreciation, and other expenses in different time periods for book and income tax return purposes.

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Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.

At September 30, 2021 and December 31, 2020, the Company did not have any U.S.

At March 31, 2022 and December 31, 2021, the Company did not have any U.S.

federal net operating loss carryforwards and therefore the Company did not record a deferred tax asset related to federal net operating loss carryforwards.

At September 30, 2021 and December 31, 2020, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

At March 31, 2022 and December 31, 2021, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

These net operating losses will begin to expire in 2039.

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As a result of the ITG Acquisition, the Company had non-U.S.

net operating losses at September 30, 2021 and December 31, 2020 of $ 71.6 million and $ 75.1 million, respectively, and recorded a related deferred tax asset of $ 14.3 million and $ 15.2 million, respectively.

A valuation allowance of $ 14.3 million and $ 15.1 million was recorded against this deferred tax asset at September 30, 2021 and December 31, 2020, respectively, as it is more likely than not that a portion of this deferred tax asset will not be realized.

net operating losses at March 31, 2022 and December 31, 2021 of $ 67.2 million and $ 67.2 million, respectively, and recorded a related deferred tax asset of $ 13.3 million and $ 13.4 million, respectively.

A valuation allowance of $ 13.3 million was recorded against this deferred tax asset both at March 31, 2022 and December 31, 2021, as it is more likely than not that a substantial portion of this deferred tax asset will not be realized.

As a result of the Acquisition of KCG, the Company had non-U.S.

net operating losses at September 30, 2021 and December 31, 2020 of $ 239.3 million and $ 239.0 million, respectively, and recorded a related deferred tax asset of $ 44.9 million and $ 44.9 million, respectively.

A full valuation allowance was also recorded against this deferred tax asset at September 30, 2021 and December 31, 2020 as it is more likely than not that this deferred tax asset will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of September 30, 2021 and December 31, 2020 because it is more likely than not that these deferred tax assets will be fully realized.

net operating losses at March 31, 2022 and December 31, 2021 of $ 239.3 million, and recorded a related deferred tax asset of $ 44.9 million in both years.

A full valuation allowance was also recorded against this deferred tax asset at March 31, 2022 and December 31, 2021 as it is more likely than not that this deferred tax asset will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of March 31, 2022 and December 31, 2021 because it is more likely than not that these deferred tax assets will be fully realized.

The Company is subject to taxation in U.S.

federal, state, local and foreign jurisdictions.

As of September 30, 2021, the Company’s tax years for 2015 through 2019 and 2017 through 2019 were subject to examination by U.S.

As of March 31, 2022, the Company’s tax years for 2015 through 2019 and 2016 through 2019 were subject to examination by U.S.

tax authorities, respectively.

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Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively.

The Company had $ 8.3 million of unrecognized tax benefits as of September 30, 2021, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of September 30, 2021.

The Company had $ 6.3 million of unrecognized tax benefits as of March 31, 2022, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2022.

Commitments, Contingencies and Guarantees

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The complaint did not specify the amount of alleged damages.

Defendants moved to dismiss the consolidated amended complaint on January 29, 2021 and plaintiffs subsequently filed its opposition to the motion on March 30, 2021.

Defendants moved to dismiss the consolidated amended complaint on January 29, 2021 and plaintiffs subsequently filed their opposition to the motion on March 30, 2021.

The Company believes that the claims are without merit and is defending itself vigorously.

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The complaint did not specify the amount of alleged damages.

On December 31, 2021, plaintiffs filed an amended complaint, after which, on January 21, 2022, Robinhood and the market-maker defendants moved to transfer the case to the Northern District of California, or in the alternative, to dismiss the amended complaint.

The Company believes that the claims are without merit and is defending itself vigorously.

In October 2021, Robinhood and the market-maker defendants moved to transfer the case to the Northern District of California, or in the alternative, to dismiss the complaint.

On March 7, 2022, the Company was named as a defendant in Iron Workers Local No.

55 Pension Fund v.

Virtu Financial, Inc.

2022-0211-PAF pending in the Court of Chancery of the State of Delaware.

The complaint, filed by a purported stockholder, seeks to compel the inspection of certain Company books and records pursuant to Section 220 of the Delaware General Corporation Law.

The complaint alleges that the stockholder seeks Company information to investigate (a) whether wrongdoing or mismanagement occurred in connection with distributions made to the partners of Virtu Financial pursuant to the Company’s Up-C corporate structure;

(b) the independence and disinterestedness of the Company’s directors and/or officers and whether the directors breached their fiduciary duties;

and (c) potential damages relating thereto.

The Company believes that the claims are without merit and is defending itself vigorously.

Other Legal and Regulatory Matters

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There has recently been an increased focus by regulators on Anti-Money Laundering and sanctions compliance by broker-dealers and similar entities, as well as an enhanced interest on suspicious activity reporting and transactions involving microcap and low-priced securities.

In addition, there has been an increased focus by Congress, federal and state regulators, SROs and the media on market structure issues, and in particular, the retail trading environment in the U.S.

and relationships between retail broker-dealers and market making firms, high frequency trading, best execution, internalization, alternative trading system (“ATS”) manner of operations, market fragmentation and complexity, colocation, cybersecurity, access to market data feeds and remuneration arrangements, such as payment for order flow and other payment and rebate structures and arrangements.

In addition, there has been increased 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, alternative trading systems and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.

From time to time, the Company is the subject of requests for information and documents from the SEC, the Financial Industry Regulatory Authority ("FINRA"), state attorneys general, and other regulators and governmental authorities.

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For example, in November 2013, KCG sold Urban Financial of America, LLC (“Urban”), the reverse mortgage origination and securitization business previously owned by Knight Capital Group, Inc., to an investor group now known as Finance of America Reverse, LLC (“FAR”).

Pursuant to the terms of the Stock Purchase Agreement between KCG and FAR, Virtu has certain continuing obligations related to KCG's prior ownership of Urban and has been and, in the future may be, advised by FAR of potential claims thereunder.

Pursuant to the terms of the Stock Purchase Agreement between KCG and FAR, Virtu has certain continuing obligations related to KCG's prior ownership of Urban.

Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and general indemnifications.

The Company has also provided general indemnifications to its managers, officers, directors, employees, and agents against expenses, legal fees, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons under certain circumstances as more fully

disclosed in its operating agreement.

The overall maximum amount of the obligations (if any) cannot reasonably be estimated as it will depend on the facts and circumstances that give rise to any future claims.

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Lease assets and liabilities are summarized as follows:

(in thousands) Financial Statement Location September 30, 2021 December 31, 2020

(in thousands) Financial Statement Location March 31, 2022 December 31, 2021

Operating leases

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Weighted average remaining lease term and discount rate are as follows:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Weighted average remaining lease term

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The components of lease expense are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2022 2021

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Total Finance lease cost $ 1,986 $ 2,207

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of September 30, 2021, are as follows:

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2022, are as follows:

(in thousands) Operating Leases Finance Leases

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as reported within the Condensed Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

(in thousands) September 30, 2021 December 31, 2020

(in thousands) March 31, 2022 December 31, 2021

Cash and cash equivalents $ 564,900 $ 1,071,463

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Shares of the Company’s common stock generally vote together as a single class on all matters submitted to a vote of the Company’s stockholders.

The Founder Member controls approximately 83.0 % of the combined voting power of our common stock as a result of its ownership of our Class C and Class D Common Stock.

The Company holds approximately a 62.6 % interest in Virtu Financial at September 30, 2021.

During the period prior to the Reorganization Transactions and IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders.

In connection with the Reorganization Transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units.

As of September 30, 2021 and December 31, 2020, there were 4,795,839 and 5,259,713 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 463,874 and 2,420,239 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the nine months ended September 30, 2021 and 2020, respectively.

The Founder Member controls approximately 84.4 % of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock.

The Company holds approximately a 61.4 % interest in Virtu Financial at March 31, 2022.

During the period prior to certain reorganization transactions and IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders.

In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units.

As of March 31, 2022 and December 31, 2021, there were 4,485,929 and 4,791,839 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 305,910 and 91,757 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2022 and 2021 respectively.

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 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 provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 21,000,000 shares of 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.

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Share Repurchase Program

On November 6, 2020, the Company's Board of Directors authorized a new share repurchase program of up to $ 100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021.

On February 11, 2021, the

Company's Board of Directors authorized the expansion of the program by an additional $ 70 million in Class A Common Stock and Virtu Financial Units.

On May 4, 2021, the Company's Board of Directors authorized the expansion of the Company's share repurchase program, increasing the total authorized amount by $ 300 million to $ 470 million in Class A Common Stock and Virtu Financial Units and extending the duration of the program through May 4, 2022.

Additionally, on November 3, 2021 the Company's Board of Directors authorized the expansion of the program by an additional $ 750 million to $ 1,220 million and extending the duration of the program through November 3, 2023.

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.

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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 September 30, 2021, the Company repurchased approximately 12.5 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 337.5 million.

As of September 30, 2021, the Company has approximately $ 132.5 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

From the inception of the program through March 31, 2022, the Company repurchased approximately 25.1 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 726.3 million.

As of March 31, 2022, the Company has approximately $ 493.7 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the nine months ended September 30, 2021 and 2020, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 405,272 and 2,420,239 units, respectively 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.

During the three months ended March 31, 2022, and 2021, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 71,641 , and 91,757 units, respectively 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.

Warrant Issuance

On March 20, 2020, in connection with and in consideration of the Founder Member’s commitments under the Founder Member Loan Facility (as described in Note 8 "Borrowings"), the Company delivered to the Founder Member a warrant (the “Warrant”) to purchase shares of the Company’s Class A Common Stock.

Pursuant to the Warrant, the Founder Member may purchase up to 3,000,000 shares of Class A Common Stock.

Pursuant to the Warrant, the Founder Member was entitled to purchase up to 3,000,000 shares of Class A Common Stock on or after May 22, 2020 up to and including January 15, 2022.

If at any time during the term of the Founder Member Loan Facility, the Founder Member Loans equal to or greater than $ 100 million had remained outstanding for a certain period of time specified in the Warrant, the number of shares would have increased to 10,000,000 .

The Founder Member Loan Facility Term expired on September 20, 2020 without the Company having borrowed any Founder Member Loans thereunder (as described in Note 9 "Borrowings"), and as a result no such increase in the number of shares which may be purchased has occurred or will occur pursuant to the terms of the Warrant.

The exercise price per share of the Class A Common Stock issuable pursuant to the Warrant is $ 22.98 , which in accordance with the terms of the Warrant, is equal to the average of the volume weighted average prices of the Class A Common Stock for the ten ( 10 ) trading days following May 7, 2020, the date on which the Company publicly announced its earnings results for the first quarter of 2020.

The Warrant may be exercised to purchase up to 3,000,000 shares of the Company's Class A Common Stock on any date after May 22, 2020 up to and including January 15, 2022.

The Warrant and Class A Common Stock issuable pursuant to the Warrant were offered, and will be issued and sold, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering.

The fair value of the Warrant was determined using a Black-Scholes-Merton model, and was recorded as a debt issuance cost within Other Assets on the Condensed Consolidated Statements of Financial Condition and as an increase to Additional paid-in capital on the Condensed Consolidated Statements of Changes in Equity.

The balance was amortized on a straight-line basis from March 20, 2020 through September 20, 2020, the date on which the Founder Member Loan Facility

expired, and recorded as expense within Debt issue cost related to debt refinancing, prepayment and commitment fees in the Condensed Consolidated Statements of Comprehensive Income.

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in Other Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, 2021

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ ( 24,952 ) $ ( 1,612 ) $ 3,803 $ ( 22,761 )

Foreign exchange translation adjustment 5,835 ( 4,912 ) — 923

Total $ ( 19,117 ) $ ( 6,524 ) $ 3,803 $ ( 21,838 )

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Condensed Consolidated Statements of Comprehensive Income.

As of September 30, 2021, the Company expects approximately $ 15.0 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Three Months Ended September 30, 2020

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) $ ( 36,710 ) $ ( 1,797 ) $ 1,948 $ ( 36,559 )

Foreign exchange translation adjustment ( 2,857 ) 4,213 — 1,356

Total $ ( 39,567 ) $ 2,416 $ 1,948 $ ( 35,203 )

Nine Months Ended September 30, 2021

The Founder Member Loan Facility Term expired on September 20, 2020 without the Company having borrowed any Founder Member Loans thereunder (as described in Note 8 "Borrowings").

The exercise price per share of the Class A Common Stock issuable pursuant to the Warrant was $ 22.98 , which in accordance with the terms of the Warrant, is equal to the average of the volume weighted average prices of the Class A Common Stock for the ten ( 10 ) trading days following May 7, 2020, the date on which the Company publicly announced its earnings results for the first quarter of 2020.

On December 17, 2021, the Founder Member exercised in full the Warrant to purchase 3,000,000 shares of the Company's Class A Common Stock.

The Warrant and Class A Common Stock issued pursuant to the Warrant were offered, issued and sold, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering.

Upon issuance, the fair value of the Warrant was determined using a Black-Scholes-Merton model, and was recorded as a debt issuance cost within Other Assets on the Condensed Consolidated Statements of Financial Condition and as an increase to Additional paid-in capital on the Condensed Consolidated Statements of Changes in Equity.

The balance was amortized on a straight-line basis from March 20, 2020 through September 20, 2020, the date on which the Founder Member Loan Facility expired, and recorded as expense within Debt issue cost related to debt refinancing, prepayment and commitment fees in the Condensed Consolidated Statements of Comprehensive Income.

Accumulated Other Comprehensive Income

The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2022, and 2021:

Three Months Ended March 31, 2022

(in thousands) AOCI Beginning Balance Amounts recorded

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(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

As of September 30, 2021, the Company expects approximately $ 15.0 million to be reclassified from AOCI into earnings over the next 12 months.

As of March 31, 2022, the Company expects approximately $ 12.0 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

(in thousands) AOCI Beginning Balance Amounts recorded

6 unchanged sentences

Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 17 "Capital Structure", and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of four years from grant date and expires not later than 10 years from the date of grant.

The following table summarizes activity related to stock options for the nine months ended September 30, 2021 and 2020:

The following table summarizes activity related to stock options for the three months ended March 31, 2022, and 2021:

Options Outstanding Options Exercisable

4 unchanged sentences

Forfeited or expired — — — — —

At September 30, 2020 2,426,152 $ 19.00 4.49 2,426,152 $ 19.00

At March 31, 2021 2,169,780 $ 19.00 4.24 2,169,780 $ 19.00

At December 31, 2021 1,795,655 $ 19.00 3.24 1,795,655 $ 19.00

2 unchanged sentences

Forfeited or expired ( 5,000 ) — — ( 5,000 ) —

At September 30, 2021 1,877,155 $ 19.00 3.49 1,877,155 $ 19.00

At March 31, 2022 1,543,776 $ 19.00 2.99 1,543,776 $ 19.00

The expected life was determined based on an average of vesting and contractual period.

3 unchanged sentences

The expected dividend yield was determined based on estimated future dividend payments divided by the IPO stock price.

The stock options to purchase shares of Class A Common Stock were fully vested in 2019.

Amended and Restated Investment Technology Group, Inc.

9 unchanged sentences

Performance targets are based on the Company's adjusted EBITDA for certain future periods.

For the nine months ended September 30, 2021 and 2020, respectively, there were 633,938 and 967,526 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 6.3 million for the three months ended September 30, 2021 and reduced accrued compensation expense by $ 11.4 million for the three months ended September 30, 2020, and accrued compensation expense of $ 17.7 million and $ 14.4 million for the nine months ended September 30, 2021 and 2020, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs (including the Assumed Awards) and RSAs for the nine months ended September 30, 2021 and 2020:

For the three months ended March 31, 2022, and 2021, respectively, there were 580,710 , and 633,938 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 6.0 million, and $ 5.0 million for the three months ended March 31, 2022, and 2021, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs (including the Assumed Awards) and RSAs for the three months ended March 31, 2022, and 2021:

Number of RSUs and RSAs Weighted

4 unchanged sentences

Vested ( 1,896,407 ) 23.22

At September 30, 2020 3,778,317 $ 20.77

At March 31, 2021 3,515,007 $ 23.89

At December 31, 2021 3,224,447 $ 24.30

2 unchanged sentences

Vested ( 1,669,030 ) 25.07

At September 30, 2021 3,612,264 $ 24.05

At March 31, 2022 3,818,931 $ 27.60

(1) Excluded in the number of RSUs and RSAs are 462,500 participating RSAs where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 6.7 million and $ 9.0 million for the three months ended September 30, 2021 and 2020 and $ 20.5 million and $ 25.8 million for the nine months ended September 30, 2021 and 2020, respectively, of compensation expense in relation to RSUs.

As of September 30, 2021 and December 31, 2020, total unrecognized share-based compensation expense related to unvested RSUs was $ 51.4 million and $ 37.1 million, respectively, and this amount is to be recognized over a weighted average period of 1.1 years and 1.0 year, respectively.

The Company recognized $ 8.6 million, and $ 7.8 million for the three months ended March 31, 2022, and 2021, respectively, of compensation expense in relation to RSUs.

As of March 31, 2022 and December 31, 2021, total unrecognized share-based compensation expense related to unvested RSUs was $ 79.8 million and $ 41.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 years and 0.9 years, respectively.

Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.

2 unchanged sentences

The DCP permits eligible executive officers and other employees to defer cash or equity-based compensation beginning in the calendar year ending December 31, 2021, subject to certain limitations and restrictions.

Deferrals may also be directed to notional investments in certain of the employee investment opportunities.

No amounts have been recognized as compensation cost under the DCP as of September 30, 2021.

Deferrals of cash compensation may also be directed to notional investments in certain of the employee investment opportunities.

The Company recognized $ 5.6 million as compensation cost under the DCP as of March 31, 2022.

Regulatory Requirement

1 unchanged sentence

broker-dealer subsidiary, VAL, is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

Pursuant to New York Stock Exchange ("NYSE") rules, VAL was also required to maintain $ 1.0 million of capital in connection with the operation of its designated market maker (“DMM”) business as of September 30, 2021.

The required amount is determined under the exchange rules as the greater of (i) $ 1 million or (ii) $ 75,000 for every 0.1 % of NYSE transaction dollar volume in each of the securities for which the Company is registered as the DMM.

VAL's regulatory capital and regulatory capital requirements as of September 30, 2021 was as follows:

VAL's regulatory capital and regulatory capital requirements as of March 31, 2022 was as follows:

(in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

Virtu Americas LLC $ 506,028 $ 2,535 $ 503,493

As of September 30, 2021, VAL had $ 60.9 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 8.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

As of March 31, 2022, VAL had $ 41.3 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 5.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

The balances are included within Cash restricted or segregated under regulations and other on the Condensed Consolidated Statements of Financial Condition.

5 unchanged sentences

The Company’s foreign subsidiaries are subject to regulatory capital requirements set by local regulatory bodies, including the Investment Industry Regulatory Organization of Canada (“IIROC”), the Central Bank of Ireland ("CBI"), the Financial Conduct Authority ("FCA") in the United Kingdom, the Australian Securities and Investments Commission ("ASIC"), the Securities and Futures Commission in Hong Kong ("SFC"), and the Monetary Authority of Singapore ("MAS").

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of September 30, 2021 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of March 31, 2022 were as follows:

(in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

9 unchanged sentences

(1) Preliminary

As of September 30, 2021, Virtu ITG Europe Limited and Virtu ITG Canada Corp had $ 0.2 million and $ 0.4 million, respectively, of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

As of March 31, 2022, Virtu ITG Europe Limited and Virtu ITG Canada Corp had $ 0.1 million and $ 0.4 million, respectively, of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.

18 unchanged sentences

The revenues are attributed to countries based on the locations of the subsidiaries.

The following table presents total revenues by geographic area for the three and nine months ended September 30, 2021 and 2020 :

Three Months Ended September 30, Nine Months Ended September 30,

The following table presents total revenues by geographic area for the three months ended March 31, 2022, and 2021 :

Three Months Ended March 31,

(in thousands) 2022 2021

12 unchanged sentences

As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker-dealers, banks and institutions.

The Company engages 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 ATSs.

The Company engages 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 alternative trading systems ("ATSs").

The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options exchanges.

As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

The Execution Services segment comprises client-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker-dealers.

6 unchanged sentences

The Execution Services segment also includes revenues derived from providing (a) proprietary risk management and trading infrastructure technology to select third parties for a service fee, (b) workflow technology, the Company’s integrated, broker-neutral trading tools delivered across the globe including trade order and execution management and order management software applications and network connectivity and (c) trading analytics, including (1) tools enabling portfolio managers and traders to improve pre-trade, real-time and post-trade execution performance, (2) portfolio construction and optimization decisions and (3) securities valuation.

The segment also includes the results of the Company's capital markets business, in which the Company act as an agent for issuers in connection with at-the-market offerings and buyback programs.

The segment also includes the results of the Company's capital markets business, in which the Company acts as an agent for issuers in connection with at-the-market offerings and buyback programs.

The Corporate segment contains the Company's investments, principally in strategic trading-related opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to the Company's other segments.

1 unchanged sentence

Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources to segments.

The Company’s total revenues and income before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended September 30, 2021 and 2020 and are summarized in the following table:

(in thousands) Market

Making Execution

Services Corporate Consolidated

Total revenue $ 409,290 $ 132,549 $ 2,505 $ 544,344

Income before income taxes and noncontrolling interest 135,875 7,532 1,692 145,099

Total revenue 474,598 182,680 ( 1,166 ) 656,112

Income (loss) before income taxes and noncontrolling interest 161,732 102,029 ( 11,246 ) 252,515

The Company's Pre-tax earnings by segment for the nine months ended September 30, 2021 and 2020 are summarized in the following table:

The Company’s total revenues and income before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended March 31, 2022 and 2021 and are summarized in the following table:

The Company's Pre-tax earnings by segment for the three months ended March 31, 2022, and 2021 are summarized in the following table:

(in thousands) Market Making Execution Services Corporate Consolidated Total

Total revenue $ 546,561 $ 151,745 $ 2,956 $ 701,262

Income (loss) before income taxes and noncontrolling interest 713,723 51,941 4,223 769,887

Income before income taxes and noncontrolling interest 224,220 15,126 2,365 241,711

Total revenue 823,724 189,239 ( 391 ) 1,012,572

Income (loss) before income taxes and noncontrolling interest 1,010,871 137,879 ( 25,478 ) 1,123,272

Income before income taxes and noncontrolling interest 453,277 40,351 ( 3,841 ) 489,787

Related Party Transactions

The Company incurs expenses and maintains balances with its affiliates in the ordinary course of business.

As of September 30, 2021, and December 31, 2020 the Company had net payables to its affiliates of $ 0.8 million and net receivables from its affiliates of $ 2.3 million, respectively.

As of March 31, 2022, and December 31, 2021 the Company had net payables to its affiliates of $ 4.2 million and net receivables from its affiliates of $ 2.2 million, respectively.

The Company has held a minority interest in JNX since 2016 (see Note 9 "Financial Assets and Liabilities").

The Company pays exchange fees to JNX for the trading activities conducted on its proprietary trading system.

The Company paid $ 2.9 million and $ 4.1 million for the three months ended September 30, 2021 and 2020, respectively, and $ 9.1 million and $ 13.8 million for the nine months ended September 30, 2021 and 2020, respectively, to JNX for these trading activities.

The Company paid $ 3.8 million and $ 2.9 million for the three months ended March 31, 2022 and 2021, respectively, to JNX for these trading activities.

The Company makes payments to two JVs (see Note 11 "Variable Interest Entities") to fund the construction of the microwave communication networks, and to purchase microwave communication networks, which are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments of $ 10.5 million and $ 4.7 million the three months ended September 30, 2021 and 2020, respectively, and $ 19.9 million and $ 14.0 million for the nine months ended September 30, 2021 and 2020, respectively, to these JVs.

The Company made payments of $ 5.5 million and $ 4.7 million for the three months ended March 31, 2022 and 2021, respectively, to these JVs.

The Company purchases network connections services from affiliates of Level 3 Communications (“Level 3”).

Temasek and its affiliates have a significant ownership interest in Level 3.

The Company paid $ 0.5 million and $ 0.4 million for the three months ended September 30, 2021 and 2020, respectively, and $ 1.2 million for both the nine months ended September 30, 2021 and 2020, respectively, to Level 3 for these services.

The Company paid $ 0.2 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, to Level 3 for these services.

The Company makes commission-sharing arrangement ("CSA") payments to affiliates of DBS Group Holdings ("DBS").

Temasek and its affiliates have a significant ownership interest in DBS.

Payments for the three and nine months ended September 30, 2021 were immaterial.

The Company made payments of $ 13.0 thousand and $ 0.2 million for the three and nine months ended September 30, 2020, respectively.

Ordinal Holdings I, LP is a stockholder in the Company with board representation.

On August 12, 2021, the Company entered into a Purchase Agreement with Ordinal Holdings I, LP to repurchase 1.5 million shares of the Company's Class A common stock for $ 39.2 million in accordance with the Company's previously disclosed share repurchase program.

See Note 18 "Capital Structure" for a further discussion of the Company's share repurchase program.

Payments made for the three months ended March 31, 2022 and 2021 were immaterial.

The Company has an interest in Members Exchange, a member-owned equities exchange.

The Company pays regulatory and transaction fees and receives rebates from trading activities.

The Company received rebates of $ 6.7 million and $ 3.6 million for the three months ended March 31, 2022 and 2021.

Subsequent Events

The Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these condensed consolidated financial statements or the notes thereto, except for the following:

On November 3, 2021, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on December 15, 2021 to holders of record as of December 1, 2021.

On November 3, 2021, the Company's Board of Directors authorized the expansion of the Company's current share repurchase program, increasing the total authorized amount by $ 750 million to $ 1,220 million and extended the duration through November 3, 2023.

Since the inception of the program through November 3, 2021, the company repurchased approximately 13.4 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 361.4 million.

As of November 3, 2021, the Company has approximately $ 858.6 million remaining capacity for future purchase of shares of Class A Common Stock and Virtu Financial Units under the program.

On April 22, 2022, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated 2015 Management Incentive Plan in order to increase the number of shares of the Company’s Class A Common Stock reserved for issuance, and in respect of which awards may be granted under the Amended and Restated 2015 Plan from

21,000,000 shares of Class A Common Stock to an aggregate of 26,000,000 shares of Class A Common Stock, and the amendment is subject to the approval of the Company’s shareholders at the Company's annual meeting of stockholders on June 2, 2022.

On April 28, 2022, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on June 15, 2022 to holders of record as of June 1, 2022.

On May 2, 2022, the Company sold its strategic minority investment in Eris Digital Holdings, LLC ("ErisX"), an operator of a U.S.

based digital asset spot market, a regulated futures exchange and a regulated clearinghouse to Cboe Global Markets, Inc.

("CBOE") in connection with CBOE's acquisition of ErisX.

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-Q

Item 1. Financial Statements