What changed in this filing

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Item 1. Financial Statements

2022-11-03 compared with 2022-08-02 · 195 added, 165 removed, 1184 unchanged (23% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) June 30,

(in thousands, except share data) September 30,

2022 December 31,

8 unchanged sentences

Receivables from customers 247,492 146,476

Property, equipment and capitalized software (net of accumulated depreciation of $ 496,229 and $ 472,155 as of June 30, 2022 and December 31, 2021, respectively)

Property, equipment and capitalized software (net of accumulated depreciation of $ 475,084 and $ 472,155 as of September 30, 2022 and December 31, 2021, respectively)

82,161 89,595

1 unchanged sentence

Goodwill 1,148,926 1,148,926

Intangibles (net of accumulated amortization of $ 285,918 and $ 253,161 as of June 30, 2022 and December 31, 2021, respectively)

Intangibles (net of accumulated amortization of $ 301,993 and $ 253,161 as of September 30, 2022 and December 31, 2021, respectively)

337,500 386,332

Deferred tax assets 133,893 158,518

Other assets ($ 80,143 and $ 84,378 , at fair value, as of June 30, 2022 and December 31, 2021, respectively)

Other assets ($ 74,017 and $ 84,378 , at fair value, as of September 30, 2022 and December 31, 2021, respectively)

302,284 291,306

17 unchanged sentences

Stockholders' equity

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 132,915,640 and 131,497,645 shares, Outstanding — 103,917,477 and 113,170,782 shares at June 30, 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 June 30, 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 — 9,030,066 and 9,359,065 shares at June 30, 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 June 30, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 28,998,163 and 18,326,863 shares at June 30, 2022 and December 31, 2021, respectively

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 133,012,526 and 131,497,645 shares, Outstanding — 100,574,550 and 113,170,782 shares at September 30, 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 September 30, 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 — 9,030,066 and 9,359,065 shares at September 30, 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 September 30, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 32,437,976 and 18,326,863 shares at September 30, 2022 and December 31, 2021, respectively

( 909,368 ) ( 494,075 )

4 unchanged sentences

stockholders' equity 1,348,065 1,549,388

Noncontrolling interest 342,105 314,230

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) June 30,

(in thousands, except share data) September 30,

2022 December 31,

Noncontrolling interest 324,843 314,230

Total equity 1,672,908 1,863,618

4 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

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

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six months ended June 30, 2022, and 2021

Three and Nine months ended September 30, 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.

28 unchanged sentences

Balance at June 30, 2022 132,915,640 $ 1 9,030,066 $ — 60,091,740 $ 1 ( 28,998,163 ) $ ( 828,772 ) $ 1,256,760 $ 956,487 $ 13,826 $ 1,398,303 $ 342,105 $ 1,740,408

Share based compensation 131,892 — — — — — — — 9,159 $ — — 9,159 — 9,159

Treasury stock purchases ( 35,006 ) — — — — — ( 3,439,813 ) ( 80,596 ) — ( 823 ) — ( 81,419 ) — ( 81,419 )

Net income — — — — — — — — — 40,007 — 40,007 39,867 79,874

Foreign exchange translation adjustment — — — — — — — — — — ( 11,161 ) ( 11,161 ) ( 7,366 ) ( 18,527 )

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — 18,513 18,513 12,218 30,731

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

— — — — — — — — — ( 25,337 ) — ( 25,337 ) ( 61,981 ) ( 87,318 )

Balance at September 30, 2022 133,012,526 $ 1 9,030,066 $ — 60,091,740 $ 1 ( 32,437,976 ) $ ( 909,368 ) $ 1,265,919 $ 970,334 $ 21,178 $ 1,348,065 $ 324,843 $ 1,672,908

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six months ended June 30, 2022, and 2021

Three and Nine months ended September 30, 2022, and 2021

26 unchanged sentences

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 — — — — — — — — — — 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 )

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

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine months ended September 30, 2022, and 2021

Stockholders' Equity Noncontrolling Interest Total Equity

(in thousands, except share and interest data)

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

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

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2022 2021

30 unchanged sentences

Other investing activities 38,668 ( 18,960 )

Net cash provided by (used in) investing activities 4,003 ( 42,738 )

Net cash used in investing activities ( 10,980 ) ( 65,440 )

Cash flows from financing activities

18 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2022 2021

12 unchanged sentences

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

As of June 30, 2022, VFI owned approximately 61.0 % of the membership interests of Virtu Financial.

As of September 30, 2022, VFI owned approximately 60.2 % 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”).

4 unchanged sentences

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.

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

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

57 unchanged sentences

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

Accounting Pronouncements Not Yet Adopted as of June 30, 2022

Accounting Pronouncements Not Yet Adopted as of September 30, 2022

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

8 unchanged sentences

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.

Liabilities - Supplier Finance Programs - In September 2022, the FASB issued ASU 2022 -03, Liabilities—Supplier Finance Programs (Subtopic 405-50) .

This ASU requires new quantitative and qualitative disclosure requirements for a buyer who enters into supplier financing programs.

This ASU is effective for periods beginning after December 15, 2023.

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 before income taxes and noncontrolling interest to Net income available for common stockholders:

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2022 2021 2022 2021

5 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

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

6 unchanged sentences

Basic earnings per share $ 0.38 $ 0.59 $ 2.17 $ 3.04

Three Months Ended June 30, Six Months Ended June 30,

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

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

13 unchanged sentences

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

At June 30, 2022 and December 31, 2021, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 170.5 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 June 30, 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.

At September 30, 2022 and December 31, 2021, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 165.3 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 September 30, 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.

4 unchanged sentences

and one non-operating segment:

As of June 30, 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 and six months ended June 30, 2022 and 2021.

The following table presents the details of goodwill by segment as of June 30, 2022 and December 31, 2021:

As of September 30, 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 and nine months ended September 30, 2022 and 2021.

The following table presents the details of goodwill by segment as of September 30, 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 June 30, 2022 and December 31, 2021, the Company's total amount of intangible assets recorded was $ 353.6 million and $ 386.3 million, respectively.

Acquired intangible assets consisted of the following as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

As of September 30, 2022 and December 31, 2021, the Company's total amount of intangible assets recorded was $ 337.5 million and $ 386.3 million, respectively.

Acquired intangible assets consisted of the following as of September 30, 2022 and December 31, 2021:

As of September 30, 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 $ 16.3 million and $ 18.1 million for the three months ended June 30, 2022 and 2021, respectively, and $ 32.8 million and $ 36.2 million for the six months ended June 30, 2022 and 2021, respectively.

Amortization expense relating to finite-lived intangible assets was approximately $ 16.1 million and $ 16.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 48.8 million and $ 53.1 million for the nine months ended September 30, 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.

3 unchanged sentences

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 June 30, 2022 and December 31, 2021:

(in thousands) June 30, 2022 December 31, 2021

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at September 30, 2022 and December 31, 2021:

(in thousands) September 30, 2022 December 31, 2021

Due from prime brokers $ 836,805 $ 287,991

12 unchanged sentences

(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 $ 218.4 million and $ 177.1 million as of June 30, 2022 and December 31, 2021, respectively.

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 $ 157.6 million and $ 177.1 million as of September 30, 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 June 30, 2022 and December 31, 2021, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at June 30, 2022 and December 31, 2021 are summarized as follows:

(in thousands) June 30, 2022 December 31, 2021

At September 30, 2022 and December 31, 2021, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at September 30, 2022 and December 31, 2021 are summarized as follows:

(in thousands) September 30, 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 June 30, 2022 and December 31, 2021 consisted of the following:

(in thousands) June 30, 2022 December 31, 2021

Financial instruments owned and pledged, where the counterparty has the right to repledge, at September 30, 2022 and December 31, 2021 consisted of the following:

(in thousands) September 30, 2022 December 31, 2021

Equities $ 1,044,809 $ 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.

June 30, 2022

September 30, 2022

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

19 unchanged sentences

The facility has an aggregate borrowing limit of $ 10 million, and bears interest at the adjusted SOFR or base rate plus 3.5 % per annum.

There were no outstanding borrowings under the Overdraft Facility as of June 30, 2022.

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 June 30, 2022

At September 30, 2022

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

12 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2022 2021 2022 2021

5 unchanged sentences

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 June 30, 2022, there was no balance associated with international settlement activities outstanding under these facilities.

At September 30, 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 June 30, 2022

At September 30, 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 $ 1.7 million and $ 1.1 million for the three months ended June 30, 2022 and 2021, and $ 3.3 million and $ 2.1 million for the six months ended June 30, 2022 and 2021, respectively.

Interest expense in relation to the facilities was $ 2.6 million and $ 1.4 million for the three months ended September 30, 2022 and 2021, and $ 5.9 million and $ 3.5 million for the nine months ended September 30, 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 June 30, 2022

At September 30, 2022

(in thousands) Maturity

33 unchanged sentences

The revolving commitments will terminate on January 13, 2025.

As of June 30, 2022, $ 1,800 million was outstanding under the term loans, and there were no amounts outstanding under the first lien revolving facility.

As of September 30, 2022, $ 1,800 million was outstanding under the term loans, and there were no amounts outstanding under the first lien revolving facility.

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

13 unchanged sentences

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

The principal balance was ¥ 3.5 billion ($ 25.8 million) as of June 30, 2022 and ¥ 3.5 billion ($ 30.7 million) as of December 31, 2021.

The Company had a gain $ 3.0 million and a gain of $ 0.1 million during the three months ended June 30, 2022 and 2021, and a gain of $ 4.9 million, and a gain of $ 2.4 million, during the six months ended June 30, 2022 and 2021, respectively, due to changes in foreign currency rates.

As of June 30, 2022, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) June 30, 2022

The principal balance was ¥ 3.5 billion ($ 24.2 million) as of September 30, 2022 and ¥ 3.5 billion ($ 30.7 million) as of December 31, 2021.

The Company had a gain $ 1.6 million and a gain of $ 0.1 million during the three months ended September 30, 2022 and 2021, and a gain of $ 6.5 million, and a gain of $ 2.4 million, during the nine months ended September 30, 2022 and 2021, respectively, due to changes in foreign currency rates.

As of September 30, 2022, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) September 30, 2022

Thereafter 1,728,000

13 unchanged sentences

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 June 30, 2022:

June 30, 2022

Fair value measurements for those items measured on a recurring basis are summarized below as of September 30, 2022:

September 30, 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

57 unchanged sentences

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

As of June 30, 2022 and December 31, 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 September 30, 2022 and December 31, 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;

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:

June 30, 2022

September 30, 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 June 30, 2022

(in thousands) Balance at March 31, 2022 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2022

Three Months Ended September 30, 2022

(in thousands) Balance at June 30, 2022 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2022

Other assets:

2 unchanged sentences

(1) Total realized and unrealized gains/(losses) includes gains and losses 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 June 30, 2021

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

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:

2 unchanged sentences

Six Months Ended June 30, 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 June 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2022

Nine Months Ended September 30, 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 September 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2022

Other assets:

2 unchanged sentences

Six Months Ended June 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 June 30, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2021

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

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 June 30, 2022:

June 30, 2022

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of September 30, 2022:

September 30, 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) Receivables from broker-dealers and clearing organizations include interest rate swaps carried at fair value.

(2) 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 June 30, 2022 and December 31, 2021:

June 30, 2022

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of September 30, 2022 and December 31, 2021:

September 30, 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:

June 30, 2022

September 30, 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 June 30, 2022 and December 31, 2021:

(in thousands) June 30, 2022 December 31, 2021

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at September 30, 2022 and December 31, 2021:

(in thousands) September 30, 2022 December 31, 2021

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

19 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 initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022, and 2021.

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) Financial Statements Location 2022 2021 2022 2021

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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 June 30, 2022, the Company held noncontrolling interests of 10.0 % and 50.0 %, respectively, in these JVs.

As of September 30, 2022, the Company held noncontrolling interests of 11.1 % 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 June 30, 2022, the Company held approximately a 9.8 % noncontrolling interest in this JV.

As of September 30, 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 June 30, 2022, the Company held approximately a 14.9 % noncontrolling interest in this JV.

As of September 30, 2022, the Company held approximately a 14.9 % noncontrolling interest in this JV.

In the second quarter of 2022, the Company invested in a JV that was formed for the purpose of developing and operating a cryptocurrency trading platform with the goal of increasing competition and transparency, while improving trading performance and reducing operational risk.

As of June 30, 2022, the Company held approximately a 10.0 % noncontrolling interest in this JV.

As of September 30, 2022, the Company held approximately a 10.0 % noncontrolling interest in this JV.

The Company's five JVs noted above 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 June 30, 2022:

The following table presents the Company’s nonconsolidated VIEs at September 30, 2022:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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Equity investment $ 38,319 $ — $ 38,319 $ 136,378

During the second quarter of 2022, the Company formed a JV that was formed to support the growth and expansion of a multi-asset request-for-quote communication platform.

As of June 30, 2022, the Company held a 51 % controlling interest in this entity.

Based on the standard for control set forth above, this JV meets the criteria to be considered a VIE, and the Company consolidates this entity and records the interest that the Company does not own as noncontrolling interest in the condensed consolidated statement of changes in equity.

During the second quarter of 2022, the Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform.

As of September 30, 2022, the Company held a 51 % controlling interest in this entity.

Revenues from Contracts with Customers

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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 six months ended June 30, 2022, and 2021:

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 447,886 $ 119,599 $ ( 6,441 ) $ 561,044

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

(in thousands) Market Making Execution Services Corporate Total

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

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 1,427,044 $ 402,340 $ 37,660 $ 1,867,044

Six Months Ended June 30, 2021

Nine Months Ended September 30, 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 June 30, 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.

As of September 30, 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 $ 58.7 million and $ 51.5 million as of June 30, 2022 and December 31, 2021, respectively.

Receivables related to revenues from contracts with customers amounted to $ 57.2 million and $ 51.5 million as of September 30, 2022 and December 31, 2021, respectively.

The Company did not identify any contract assets.

There were no impairment losses on receivables as of June 30, 2022.

There were no impairment losses on receivables as of September 30, 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 $ 11.5 million and $ 9.2 million as of June 30, 2022 and December 31, 2021, respectively.

The Company recognized the full amount of revenue during the six months ended June 30, 2022 and 2021, that had been recorded as deferred revenue in the respective prior year.

Deferred revenue related to contracts with customers was $ 11.6 million and $ 9.2 million as of September 30, 2022 and December 31, 2021, respectively.

The Company recognized the full amount of revenue during the nine months ended September 30, 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 six months ended June 30, 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.

Accordingly, for the three and nine months ended September 30, 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.

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subsidiaries are subject to foreign income taxes in the jurisdictions in which they operate.

The Company’s provisions for income taxes and effective tax rates were $ 24.9 million, 14.3 %, and $ 26.1 million, 19.3 % for the three months ended June 30, 2022 and 2021, respectively and $ 66.7 million, 16.0 % and $ 106.7 million, 17.1 % for the for the six months ended June 30, 2022 and 2021, respectively.

The Company’s provisions for income taxes and effective tax rates were $ 21.7 million, 21.4 %, and $ 22.0 million, 15.1 % for the three months ended September 30, 2022 and 2021, respectively and $ 88.4 million, 17.1 % and $ 128.6 million, 16.7 % for the for the nine months ended September 30, 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 June 30, 2022 and December 31, 2021 are current income tax receivables of $ 61.1 million and $ 37.2 million, respectively.

The balances at June 30, 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 June 30, 2022 and December 31, 2021 are current tax liabilities of $ 15.8 million and $ 16.8 million, respectively.

The balances at June 30, 2022 and December 31, 2021 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 September 30, 2022 and December 31, 2021 are current income tax receivables of $ 63.3 million and $ 37.2 million, respectively.

The balances at September 30, 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 September 30, 2022 and December 31, 2021 are current tax liabilities of $ 12.0 million and $ 16.8 million, respectively.

The balances at September 30, 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 June 30, 2022 and December 31, 2021, the Company did not have any U.S.

At September 30, 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 June 30, 2022 and December 31, 2021, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

At September 30, 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 June 30, 2022 and December 31, 2021 of $ 66.5 million and $ 67.2 million, respectively, and recorded a related deferred tax asset of $ 12.9 million and $ 13.4 million, respectively.

A valuation allowance of $ 12.9 million and $ 13.3 million was recorded against this deferred tax asset at June 30, 2022 and December 31, 2021, respectively as it is more likely than not that a substantial portion of this deferred tax asset will not be realized.

net operating losses at September 30, 2022 and December 31, 2021 of $ 64.7 million and $ 67.2 million, respectively, and recorded a related deferred tax asset of $ 12.4 million and $ 13.4 million, respectively.

A valuation allowance of $ 12.4 million and $ 13.3 million was recorded against this deferred tax asset at September 30, 2022 and December 31, 2021, respectively 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 June 30, 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 both June 30, 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 June 30, 2022 and December 31, 2021 because it is more likely than not that these deferred tax assets will be fully realized.

net operating losses at September 30, 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 both September 30, 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 September 30, 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 June 30, 2022, the Company’s tax years for 2015 through 2020 and 2016 through 2020 were subject to examination by U.S.

As of September 30, 2022, the Company’s tax years for 2015 through 2020 and 2016 through 2020 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 $ 6.4 million of unrecognized tax benefits as of June 30, 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 June 30, 2022.

The Company had $ 6.5 million of unrecognized tax benefits as of September 30, 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 September 30, 2022.

Commitments, Contingencies and Guarantees

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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 motion for transfer was granted on July 1, 2022.

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

On December 31, 2021, plaintiffs filed an amended complaint, after which, on July 1, 2022, Robinhood and the market-maker defendants’ motion to transfer the case to the Northern District of California was granted.

The case was thereafter consolidated with the action In re Robinhood Order Flow Litigation , No.

20-cv-09328 (N.D.

Cal.) (the “Consolidated Action”).

The consolidation order provides that the operative complaint in the Consolidated Action supersedes the complaint in the Alers action and thus there is no pending action against the Company.

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

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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.

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, which could result in changes in laws or rules which could adversely affect the Company’s business or the public perception of the Company or the Company’s industry.

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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Indemnification Arrangements

In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties in addition to indemnification obligations, including indemnification obligations in connection with the Acquisition of KCG and the ITG Acquisition.

of KCG and the ITG Acquisition.

The Company's maximum exposure under these arrangements is currently unknown, as any such exposure could relate to claims not yet brought or events which have not yet occurred.

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”).

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.

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Lease assets and liabilities are summarized as follows:

(in thousands) Financial Statement Location June 30, 2022 December 31, 2021

(in thousands) Financial Statement Location September 30, 2022 December 31, 2021

Operating leases

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Weighted average remaining lease term

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The components of lease expense are as follows:

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2022 2021 2022 2021

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Total Finance lease cost $ 1,945 $ 1,510 $ 6,012 $ 5,207

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of June 30, 2022, are as follows:

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of September 30, 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) June 30, 2022 December 31, 2021

(in thousands) September 30, 2022 December 31, 2021

Cash and cash equivalents $ 836,298 $ 1,071,463

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The Founder Member controls approximately 85.0 % 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 61.0 % interest in Virtu Financial at June 30, 2022.

The Company holds approximately a 60.2 % interest in Virtu Financial at September 30, 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 June 30, 2022 and December 31, 2021, there were 4,462,840 and 4,791,839 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 328,999 and 427,903 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the six months ended June 30, 2022 and 2021 respectively.

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

As of September 30, 2022 and December 31, 2021, there were 4,462,840 and 4,791,839 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 328,999 and 463,874 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, 2022 and 2021 respectively.

Amended and Restated 2015 Management Incentive Plan

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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 June 30, 2022, the Company repurchased approximately 26.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 773.8 million.

As of June 30, 2022, the Company has approximately $ 446.2 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 September 30, 2022, the Company repurchased approximately 30.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 854.4 million.

As of September 30, 2022, the Company has approximately $ 365.6 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the six months ended June 30, 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 92,930 , and 382,281 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 nine months ended September 30, 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 92,930 , and 405,272 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

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Accumulated Other Comprehensive Income

The following table presents the changes in Other Comprehensive Income for the three and six months ended June 30, 2022, and 2021:

Three Months Ended June 30, 2022

The following table presents the changes in Other Comprehensive Income for the three and nine months ended September 30, 2022, and 2021:

Three Months Ended September 30, 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 Condensed Consolidated Statements of Comprehensive Income.

As of June 30, 2022, the Company expects approximately $ 9.0 million to be reclassified from AOCI into earnings over the next 12 months.

As of September 30, 2022, the Company expects approximately $ 4.0 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 June 30, 2021

Three Months Ended September 30, 2021

(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.

Six Months Ended June 30, 2022

Nine Months Ended September 30, 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 June 30, 2022, the Company expects approximately $ 9.0 million to be reclassified from AOCI into earnings over the next 12 months.

As of September 30, 2022, the Company expects approximately $ 4.0 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.

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

(in thousands) AOCI Beginning Balance Amounts recorded

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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 six months ended June 30, 2022, and 2021:

The following table summarizes activity related to stock options for the nine months ended September 30, 2022, and 2021:

Options Outstanding Options Exercisable

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Forfeited or expired — — — — —

At June 30, 2021 1,916,155 $ 19.00 3.74 1,916,155 $ 19.00

At September 30, 2021 1,877,155 $ 19.00 3.49 1,877,155 $ 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 June 30, 2022 1,521,776 $ 19.00 2.74 1,521,776 $ 19.00

At September 30, 2022 1,521,776 $ 19.00 2.49 1,521,776 $ 19.00

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

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

For the six months ended June 30, 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 $ 9.6 million and $ 6.5 million for the three months ended June 30, 2022, and 2021, respectively, and $ 15.5 million, and $ 11.5 million for the six months ended June 30, 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 six months ended June 30, 2022, and 2021:

For the nine months ended September 30, 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 $ 8.9 million and $ 6.3 million for the three months ended September 30, 2022, and 2021, respectively, and accrued compensation expense by $ 24.4 million, and $ 17.7 million for the nine months ended September 30, 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 nine months ended September 30, 2022, and 2021:

Number of RSUs and RSAs Weighted

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Vested ( 2,032,477 ) 23.27

At June 30, 2021 3,458,496 $ 23.89

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

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

2 unchanged sentences

Vested ( 1,800,922 ) 25.14

At June 30, 2022 4,185,060 $ 27.94

At September 30, 2022 4,086,929 $ 27.94

(1) Excluded in the number of RSUs and RSAs are 75,000 participating RSAs where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 9.5 million and $ 6.1 million for the three months ended June 30, 2022, and 2021, respectively, and $ 18.1 million, and $ 13.9 million for the six months ended June 30, 2022, and 2021, respectively, of compensation expense in relation to RSUs.

As of June 30, 2022 and December 31, 2021, total unrecognized share-based compensation expense related to unvested RSUs was $ 79.5 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.

The Company recognized $ 9.2 million and $ 6.7 million for the three months ended September 30, 2022, and 2021, respectively, and $ 27.3 million, and $ 20.5 million for the nine months ended September 30, 2022, and 2021, respectively, of compensation expense in relation to RSUs.

As of September 30, 2022 and December 31, 2021, total unrecognized share-based compensation expense related to unvested RSUs was $ 67.8 million and $ 41.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.0 year 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.

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

The Company recognized $ 7.3 million as compensation cost under the DCP as of June 30, 2022.

Deferrals of cash compensation may

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

The Company recognized $ 8.7 million as compensation cost under the DCP as of September 30, 2022.

Regulatory Requirement

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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 June 30, 2022.

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 June 30, 2022 was as follows:

VAL's regulatory capital and regulatory capital requirements as of September 30, 2022 was as follows:

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

Virtu Americas LLC $ 482,113 $ 3,553 $ 478,560

As of June 30, 2022, VAL had $ 32.6 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.

As of September 30, 2022, VAL had $ 47.7 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.

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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 June 30, 2022 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of September 30, 2022 were as follows:

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

11 unchanged sentences

(1) Preliminary

As of June 30, 2022, 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 September 30, 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 six months ended June 30, 2022, and 2021 :

Three Months Ended June 30, Six Months Ended June 30,

The following table presents total revenues by geographic area for the three and nine months ended September 30, 2022, and 2021 :

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

(in thousands) 2022 2021 2022 2021

26 unchanged sentences

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 June 30, 2022 and 2021 and 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 September 30, 2022 and 2021 and are summarized in the following table:

(in thousands) Market

5 unchanged sentences

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

The Company's Pre-tax earnings by segment for the six months ended June 30, 2022, and 2021 are summarized in the following table:

The Company's Pre-tax earnings by segment for the nine months ended September 30, 2022, and 2021 are summarized in the following table:

(in thousands) Market Making Execution Services Corporate Consolidated Total

5 unchanged sentences

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

As of June 30, 2022, and December 31, 2021 the Company had net receivables from its affiliates of $ 7.5 million and $ 2.2 million, respectively.

As of September 30, 2022, and December 31, 2021 the Company had net receivables from its affiliates of $ 0.6 million and $ 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 $ 3.7 million and $ 3.4 million for the three months ended June 30, 2022 and 2021, respectively, $ 7.5 million and $ 6.3 million for the six months ended June 30, 2022 and 2021, respectively, to JNX for these trading activities.

The Company paid $ 3.2 million and $ 2.9 million for the three months ended September 30, 2022 and 2021, respectively, $ 10.7 million and $ 9.1 million for the nine months ended September 30, 2022 and 2021, respectively, to JNX for these trading activities.

The Company pays monthly use fees to two JVs in which it holds interests (see Note 11 "Variable Interest Entities").

These monthly fees are for the use of microwave communication networks operated by each of these JVs and are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments to these JVs of $ 5.5 million and $ 4.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 10.9 million and $ 9.3 million for the six months ended June 30, 2022 and 2021, respectively.

The Company made payments to these JVs of $ 10.5 million and $ 10.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 21.4 million and $ 19.9 million for the nine months ended September 30, 2022 and 2021, respectively.

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 made payments to Level 3 for these services of $ 0.2 million and $ 0.3 million for the three months ended June 30, 2022 and 2021, respectively, and $ 0.5 million and $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively.

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 made for the three and six months ended June 30, 2022 and 2021 were immaterial.

The Company made payments to Level 3 for these services of $ 0.3 million and $ 0.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 0.8 million and $ 1.2 million for the nine months ended September 30, 2022 and 2021, respectively.

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 $ 6.2 million and made payments of $ 0.1 million for the three months ended June 30, 2022 and 2021, respectively, and received rebates of $ 12.8 million and $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively.

The Company received rebates of $ 2.3 million and made payments of $ 1.1 million for the three months ended September 30, 2022 and 2021, respectively, and received rebates of $ 15.1 million and $ 1.8 million for the nine months ended September 30, 2022 and 2021, respectively.

In the second quarter of 2022, the Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform.

The Company consolidates this JV, and recorded noncontrolling interest of $ 39.2 million in the condensed consolidated statement of changes in equity as of June 30, 2022.

The Company consolidates this JV, and recorded noncontrolling interest of $ 39.2 million in the condensed consolidated statement of changes in equity as of September 30, 2022.

Refer to Note 11 "Variable Interest Entities" for further details.

1 unchanged sentence

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 July 27, 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 September 15, 2022 to holders of record as of September 1, 2022.

On November 3, 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 December 15, 2022 to holders of record as of December 1, 2022.

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