What changed in this filing

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Item 1. Financial Statements

2023-04-28 compared with 2022-11-03 · 228 added, 355 removed, 1024 unchanged (36% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2023 December 31,

8 unchanged sentences

Receivables from customers 109,205 80,830

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)

Property, equipment and capitalized software (net of accumulated depreciation of $ 442,632 and $ 460,763 as of March 31, 2023 and December 31, 2022, respectively)

93,424 85,194

1 unchanged sentence

Goodwill 1,148,926 1,148,926

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

Intangibles (net of accumulated amortization of $ 334,033 and $ 318,013 as of March 31, 2023 and December 31, 2022, respectively)

305,460 321,480

Deferred tax assets 141,250 146,801

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

Other assets ($ 82,215 and $ 78,965 , at fair value, as of March 31, 2023 and December 31, 2022, respectively)

291,689 303,916

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 — 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

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 134,714,394 and 133,071,754 shares, Outstanding — 96,259,605 and 98,549,464 shares at March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 8,856,531 and 9,030,066 shares at March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, respectively

Treasury stock, at cost, 38,454,789 and 34,522,290 shares at March 31, 2023 and December 31, 2022, respectively

( 1,030,205 ) ( 954,637 )

7 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2023 December 31,

5 unchanged sentences

and Subsidiaries

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

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

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,

(in thousands, except share and per share data) 2023 2022

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

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

Three Months Ended March 31, 2023, and 2022

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.

6 unchanged sentences

Treasury stock purchases ( 902,947 ) — — — — — ( 3,932,499 ) ( 75,568 ) — ( 17,650 ) — ( 93,218 ) — ( 93,218 )

Stock options exercised 246,879 — — — — — — — 4,691 — — 4,691 — 4,691

Net income — — — — — — — — — 57,881 — 57,881 52,202 110,083

6 unchanged sentences

Balance at March 31, 2023 134,714,394 $ 1 8,856,531 $ — 60,091,740 $ 1 ( 38,454,789 ) $ ( 1,030,205 ) $ 1,323,219 $ 987,852 $ 24,750 $ 1,305,618 $ 329,756 $ 1,635,374

Share based compensation — — — — — — — — 9,411 — — 9,411 — 9,411

Repurchase of Class C common stock — — ( 1,800 ) — — — — — ( 52 ) — — ( 52 ) — ( 52 )

Treasury stock purchases — — — — — — ( 1,762,756 ) ( 47,486 ) — — ( 47,486 ) — ( 47,486 )

Stock options exercised 22,000 — — — — — — — 418 — — 418 — 418

Net income — — — — — — — — — 85,167 — 85,167 63,729 148,896

Foreign exchange translation adjustment — — — — — — — — — — ( 10,773 ) ( 10,773 ) ( 9,037 ) ( 19,810 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 8,580 8,580 5,482 14,062

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

— — — — — — — — — ( 26,067 ) — ( 26,067 ) ( 76,906 ) ( 102,973 )

Issuance of common stock in connection with employee exchanges 21,289 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 21,289 ) — — — — — — — — — — —

Contributions from noncontrolling interests — — — — — — — — — — — — 39,200 39,200

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.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

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

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 )

8 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 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 Units and Restricted Stock Award) 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 — — — — — — — — — — 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)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

1 unchanged sentence

Net income $ 110,083 $ 199,925

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash used by operating activities:

Depreciation and amortization 15,348 17,477

21 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 88,745 ) ( 73,192 )

Net cash provided by operating activities 290,462 374,522

Net cash used in operating activities ( 148,382 ) ( 255,185 )

Cash flows from investing activities

11 unchanged sentences

Repayment of long term borrowings ( 18,000 ) ( 1,599,774 )

Tax receivable agreement obligations ( 21,343 ) ( 16,505 )

Payment of tax receivable agreement obligations — ( 21,343 )

Debt issuance costs ( 3,953 ) ( 35,827 )

Contributions from noncontrolling interests 39,200 —

Net cash used in financing activities ( 46,544 ) ( 212,882 )

4 unchanged sentences

Supplementary disclosure of cash flow information

Cash paid for interest $ 96,572 $ 49,277

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

Cash paid for interest $ 168,739 $ 115,890

Cash paid for taxes 3,471 13,791

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, 2022, VFI owned approximately 60.2 % of the membership interests of Virtu Financial.

As of March 31, 2023, VFI owned approximately 59.5 % 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, cryptocurrencies, and other commodities.

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"), options, foreign exchange, futures, fixed income, cryptocurrencies, 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 six years that have expanded and complemented Virtu Financial's original electronic trading and marking making business.

The Company has completed two significant acquisitions 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.

2 unchanged sentences

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

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

Virtu Financial’s principal United States ("U.S.") subsidiary is Virtu Americas LLC (“VAL”), which is a U.S.

5 unchanged sentences

and Virtu ITG Platforms LLC, a provider of workflow technology solutions and network connectivity services.

Principal foreign subsidiaries include Virtu Financial Ireland Limited ("VFIL") and Virtu ITG Europe Limited ("VIEL"), each formed in Ireland;

Principal foreign subsidiaries include Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited , each formed in Ireland;

Virtu ITG UK Limited (“VIUK”), formed in the United Kingdom;

Virtu ITG Canada Corp.

and Virtu Financial Canada ULC, each formed in Canada;

Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.), formed in Canada;

Virtu Financial Asia Pty Ltd.

15 unchanged sentences

GAAP have been condensed or omitted in accordance with SEC rules and regulations.

The condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Condensed Consolidated Financial Statements of the Company include its equity interests in Virtu Financial and its subsidiaries.

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

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.

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.

2 unchanged sentences

Accounting Pronouncements Recently Adopted

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.

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

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which is designed to ease the potential burden in accounting for the transition away from LIBOR.

The ASU applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued and replaced with alternative reference rates as a result of reference rate reform.

The ASU provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The ASU is effective for all entities as of March 12, 2020 through December 31, 2022.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

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 adopted these ASUs on April 1, 2022, and this did not have a material impact on its condensed consolidated financial statements and related disclosures.

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 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 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) .

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.

The Company adopted this ASU on January 1, 2023 and it did not have a material impact on its condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted as of March 31, 2023

Fair Value Measurement - In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 326) .

7 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.

Leases - Common Control Arrangements - In March 2023, the FASB issued ASU 2023-01, Leases—Common Control Arrangements (Topic 842) .

This ASU provides updated guidance for accounting for common control leases and leasehold improvements.

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.

Investments - Equity Method and Joint Ventures - In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) .

This ASU provides updated guidance for accounting for investments in tax credit structures.

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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

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) 2023 2022

6 unchanged sentences

Basic earnings per share $ 0.56 $ 0.99

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

Three Months Ended March 31,

(in thousands, except for share or per share data) 2023 2022

3 unchanged sentences

Issued and outstanding 97,795,957 109,329,468

Issuable pursuant to Amended and Restated 2015 Management Incentive Plan, Amended and Restated Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan, and Warrants issued in connection with the Founder Member Loan 261,680 852,657 503,693 1,224,589

Issuable pursuant to Amended and Restated 2015 Management Incentive Plan 17,734 737,173

97,813,691 110,066,641

4 unchanged sentences

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, 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, 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.

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

Tax receivable payments are expected to range from approximately $ 36.4 thousand to $ 22.0 million per year over the next 15 years.

At March 31, 2023 and December 31, 2022, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 156.9 million and $ 162.1 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 238.8 million for both periods.

The amounts recorded as of March 31, 2023 and December 31, 2022 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 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:

As of March 31, 2023 and December 31, 2022, 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, 2023 and 2022.

The following table presents the details of goodwill by segment as of March 31, 2023 and December 31, 2022:

(in thousands) Market Making Execution Services Corporate Total

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

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

As of March 31, 2023 and December 31, 2022, the Company's total amount of intangible assets recorded was $ 305.5 million and $ 321.5 million, respectively.

Acquired intangible assets consisted of the following as of March 31, 2023 and December 31, 2022:

As of March 31, 2023

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

19 unchanged sentences

$ 639,493 $ ( 318,013 ) $ 321,480

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.

Amortization expense relating to finite-lived intangible assets was approximately $ 16.0 million, and $ 16.5 million for the three months ended March 31, 2023, and 2022, 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 September 30, 2022 and December 31, 2021:

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

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2023 and December 31, 2022:

(in thousands) March 31, 2023 December 31, 2022

Due from prime brokers $ 559,847 $ 560,111

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 $ 157.6 million and $ 177.1 million as of September 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 $ 285.1 million and $ 212.9 million as of March 31, 2023 and December 31, 2022, 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, 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

At March 31, 2023 and December 31, 2022, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at March 31, 2023 and December 31, 2022 are summarized as follows:

(in thousands) March 31, 2023 December 31, 2022

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, 2022 and December 31, 2021 consisted of the following:

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

Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2023 and December 31, 2022 consisted of the following:

(in thousands) March 31, 2023 December 31, 2022

Equities $ 969,913 $ 957,443

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, 2022

March 31, 2023

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

3 unchanged sentences

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

Broker-dealer credit facilities $ 58,000 $ ( 1,546 ) $ 56,454

Short-term bank loans 3,944 — 3,944

7 unchanged sentences

Borrowing Base B Loan is to be used to fund margin deposit with the National Securities Clearing Corporation.

Borrowing Base A Loans are available up to $ 650 million and bear interest at the adjusted SOFR or base rate plus 1.25 % per annum.

Borrowing Base A Loans are available up to $ 650 million and bear interest at the adjusted Secured Overnight Financing Rate ("SOFR") or base rate plus 1.25 % per annum.

Borrowing Base B Loans are subject to a sublimit of $ 300 million and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum.

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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.

The Founder Member Loans were available to be borrowed in one or more borrowings on or after March 20, 2020 and prior to September 20, 2020 (the "Founder Member Loan Term").

The Founder Member Loans were available to be borrowed in one or more borrowings on or after March 20, 2020 and prior to September 20, 2020 (the

"Founder Member Loan Term").

The Founder Member Loan Facility Term expired as of September 20, 2020 without VAL having borrowed any Founder Member Loans at any time.

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

At September 30, 2022

At March 31, 2023

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

4 unchanged sentences

$ 1,060,000 $ 125,000 $ ( 3,762 ) $ 121,238

(1) $ 0.2 million of deferred debt issuance costs are included within Other assets on the Consolidated Statement of Financial Condition

At December 31, 2022

3 unchanged sentences

Committed facility 7.67 % 650,000 — — —

Overdraft facility 7.80 % 10,000 — — —

$ 1,060,000 $ — $ — $ —

1 unchanged sentence

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) 2023 2022

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

At March 31, 2023, there was no balance associated with international settlement activities outstanding under these facilities.

At December 31, 2022, there was $ 3.9 million associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 3.8 %.

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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, 2022

At March 31, 2023

(in thousands) Weighted Average

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(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 $ 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.

Interest expense in relation to the facilities was $ 3.5 million and $ 1.6 million for the three months ended March 31, 2023 and 2022, 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, 2022

At March 31, 2023

(in thousands) Maturity

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Long-term borrowings:

First Lien Term Loan Facility March 2026 3.10 % $ 1,599,774 $ ( 3,723 ) $ ( 21,620 ) $ 1,574,431

First Lien Term Loan Facility January 2029 7.42 % $ 1,800,000 $ ( 3,881 ) $ ( 26,858 ) $ 1,769,261

SBI bonds January 2026 5.00 % 26,693 — ( 2 ) 26,691

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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, 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.

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.

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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.

The term loans amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the term loans and the Company repaid $ 18.0 million on January 13, 2023.

The revolving commitments will terminate on January 13, 2025.

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.

As of March 31, 2023, $ 1,782 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.

2 unchanged sentences

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

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.

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.

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Dollar) with the changes reflected in Other, net in the Condensed Consolidated Statements of Comprehensive Income.

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

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

In December 2022, the maturity of the SBI Bonds was extended to 2026.

The principal balance was ¥ 3.5 billion ($ 26.3 million) as of March 31, 2023 and ¥ 3.5 billion ($ 26.7 million) as of December 31, 2022.

The Company had a gain of $ 0.3 million, and a gain of $ 2.0 million, during the three months ended March 31, 2023 and 2022, respectively, due to changes in foreign currency rates.

As of March 31, 2023, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) March 31, 2023

Remainder of 2023 $ 18,000

Thereafter 1,674,000

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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, 2022:

September 30, 2022

Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2023:

March 31, 2023

(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

42 unchanged sentences

$ 2,352 $ — $ 76,613 $ — $ 78,965

Receivables from broker dealers and clearing organizations:

Interest rate swap — 87,268 — — 87,268

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

6 unchanged sentences

$ 1,298,008 $ 3,396,765 $ — $ ( 497,799 ) $ 4,196,974

Payables to broker dealers and clearing organizations:

Interest rate swap $ — $ 21,037 $ — $ — $ 21,037

JNX Investment

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

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;

As of March 31, 2023 and December 31, 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, 2022

March 31, 2023

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

7 unchanged sentences

Market Future enterprise value/ EBIDTA ratio ( 1.2 )x - 18.1 x

Changes in the fair value of the JNX Investment are included within Other, net in the Condensed Consolidated Statements of Comprehensive Income.

Changes in the fair value of the JNX Investment are included within Other, net in the Consolidated Statements of Comprehensive Income.

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, 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:

Equity investment $ 77,562 $ — $ ( 5,937 ) $ — $ — $ 71,625 $ ( 5,937 )

Total $ 77,562 $ — $ ( 5,937 ) $ — $ — $ 71,625 $ ( 5,937 )

(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 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

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

Three Months Ended March 31, 2023

(in thousands) Balance at December 31, 2022 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2023 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2023

Other assets:

2 unchanged sentences

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:

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, 2022:

September 30, 2022

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2023:

March 31, 2023

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

41 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) Includes deposits, interest and dividends payable.

3 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, 2022 and December 31, 2021:

September 30, 2022

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2023 and December 31, 2022:

March 31, 2023

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

3 unchanged sentences

Securities purchased under agreements to resell 713,364 — 713,364 ( 713,364 ) — —

Receivables from broker-dealers and clearing organizations:

Interest rate swaps 71,878 — 71,878 — — 71,878

Trading assets, at fair value:

7 unchanged sentences

Securities sold under agreements to repurchase 1,007,307 — 1,007,307 ( 1,007,307 ) — —

Payable to broker-dealers and clearing organizations

Interest rate swaps — — — — — —

Trading liabilities, at fair value:

8 unchanged sentences

Securities purchased under agreements to resell 336,999 — 336,999 ( 336,849 ) — 150

Receivables from broker-dealers and clearing organizations

Interest rate swaps 87,268 — 87,268 — — 87,268

Trading assets, at fair value:

12 unchanged sentences

Total $ 2,189,669 $ ( 497,799 ) $ 1,691,870 $ ( 1,654,450 ) $ ( 12,989 ) $ 24,431

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, 2022

March 31, 2023

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, 2022 and December 31, 2021:

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

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2023 and December 31, 2022:

(in thousands) March 31, 2023 December 31, 2022

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

16 unchanged sentences

Currency forwards Financial instruments sold, not yet purchased 747,398 55,846,786 497,799 30,284,952

Derivative instruments designated as hedging instruments:

Interest rate swaps Payables to broker-dealers and clearing organizations — — 21,037 1,525,000

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 nine months ended September 30, 2022, and 2021.

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

Three Months Ended March 31,

(in thousands) Financial Statements Location 2023 2022

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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, 2022, the Company held noncontrolling interests of 11.1 % and 50.0 %, respectively, in these JVs.

As of March 31, 2023, 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 September 30, 2022, the Company held approximately a 9.8 % noncontrolling interest in this JV.

As of March 31, 2023, 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 September 30, 2022, the Company held approximately a 14.9 % noncontrolling interest in this JV.

As of March 31, 2023, the Company held approximately a 13.2 % 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 September 30, 2022, the Company held approximately a 10.0 % noncontrolling interest in this JV.

As of March 31, 2023, the Company held approximately a 9.3 % noncontrolling interest in this JV.

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

2 unchanged sentences

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, 2022:

The following table presents the Company’s nonconsolidated VIEs at March 31, 2023:

Carrying Amount Maximum Exposure to Loss VIEs' assets

6 unchanged sentences

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.

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 financial statements.

As of March 31, 2023, the Company held a 51 % controlling interest in this entity.

This JV meets the criteria to be considered a VIE, and based on the standard for control set forth above, the Company consolidates this entity and records the interest that the Company does not own as noncontrolling interest in the Condensed Consolidated Financial Statements.

Revenues from Contracts with Customers

1 unchanged sentence

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, 2022, and 2021:

Three Months Ended September 30, 2022

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 10,687 $ 78,506 $ — $ 89,193

Workflow technology — 21,968 — 21,968

Analytics — 9,825 — 9,825

Total revenue from contracts with customers 10,687 110,299 — 120,986

Other sources of revenue 437,199 9,300 ( 6,441 ) 440,058

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

Timing of revenue recognition:

Services transferred at a point in time $ 447,886 $ 101,621 $ ( 6,441 ) $ 543,066

Services transferred over time — 17,978 — 17,978

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

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

Nine Months Ended September 30, 2022

The following tables present the Company’s revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Company’s segments, for the three months ended March 31, 2023, and 2022:

Three Months Ended March 31, 2023

(in thousands) Market Making Execution Services Corporate Total

10 unchanged sentences

Total revenues $ 498,921 $ 118,478 $ 2,981 $ 620,380

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

(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, 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 March 31, 2023 and 2022, 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

2 unchanged sentences

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 $ 57.2 million and $ 51.5 million as of September 30, 2022 and December 31, 2021, respectively.

Receivables related to revenues from contracts with customers amounted to $ 59.0 million and $ 56.1 million as of March 31, 2023 and December 31, 2022, respectively.

The Company did not identify any contract assets.

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

There were no impairment losses on receivables as of March 31, 2023.

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 $ 11.6 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.

Deferred revenue related to contracts with customers was $ 13.5 million and $ 9.6 million as of March 31, 2023 and December 31, 2022, respectively.

The Company recognized revenue of $ 6.9 million and $ 7.5 million during the three months ended March 31, 2023 and 2022, 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, 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 months ended March 31, 2023 and 2022, 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.

1 unchanged sentence

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 $ 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.

The Company’s provisions for income taxes and effective tax rates were $ 24.7 million, and 18.3 %, and $ 41.8 million, and 17.3 % for the three months ended March 31, 2023 and 2022, 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, 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.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2023 and December 31, 2022 are current income tax receivables of $ 40.6 million and $ 54.1 million, respectively.

The balances at March

31, 2023 and December 31, 2022 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, 2023 and December 31, 2022 are current tax liabilities of $ 13.2 million and $ 13.4 million, respectively.

The balances at March 31, 2023 and December 31, 2022 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.

2 unchanged sentences

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

At March 31, 2023 and December 31, 2022, 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, 2022 and December 31, 2021, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

At March 31, 2023 and December 31, 2022, 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.

1 unchanged sentence

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

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.

net operating losses of $ 66.1 million and $ 64.6 million at March 31, 2023 and December 31, 2022, respectively, and recorded a related deferred tax asset of $ 12.6 million and $ 12.4 million, respectively.

A valuation allowance of $ 12.6 million and $ 12.4 million was recorded against this deferred tax asset at March 31, 2023 and December 31, 2022, 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 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.

net operating losses at March 31, 2023 and December 31, 2022 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 March 31, 2023 and December 31, 2022 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, 2023 and December 31, 2022 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, 2022, the Company’s tax years for 2015 through 2020 and 2016 through 2020 were subject to examination by U.S.

As of March 31, 2023, the Company’s tax years for 2015 through 2021 and 2016 through 2021 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 $ 6.5 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.

The Company had $ 6.7 million of unrecognized tax benefits as of March 31, 2023, 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, 2023.

Commitments, Contingencies and Guarantees

Legal Proceedings

In the ordinary course of business, the nature of the Company’s business subjects it to claims, lawsuits, regulatory examinations or investigations and other proceedings.

The Company and its subsidiaries are subject to several of these matters at the present time.

Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, particularly in regulatory examinations or investigations or other proceedings in which substantial or indeterminate judgments, settlements, disgorgements, restitution, penalties, injunctions, damages or fines are sought, or where such matters are in the early stages, the Company cannot estimate losses or ranges of losses for such matters where there is only a reasonable possibility that a loss may be incurred.

Legal and Regulatory Proceedings

In the ordinary course of business, the nature of the Company’s business subjects it to claims, lawsuits, regulatory examinations or investigations and other proceedings, any of which could result in the imposition of fines, penalties or other sanctions against the Company.

The Company and its subsidiaries are subject to several of these matters at the present time, including, among others, a matter in which the Company has been responding to requests for information from the U.S.

Securities and Exchange Commission in connection with an investigation of aspects of the Company’s information access barriers.

The Company is cooperating with this civil investigation and has engaged in settlement discussions in respect of the matter.

In the absence of a settlement, the Company currently believes it may receive a Wells Notice from the SEC.

The proposed action would be expected to allege violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period.

The Company believes it would have meritorious defenses in the event of such an action and would plan to assert them.

It is not presently possible to determine the ultimate exposure to these matters and it is possible that the resolution of the outstanding matters will significantly exceed any estimated liabilities accrued by the Company.

In addition, there are numerous factors that result in a greater degree of complexity in class-action lawsuits as compared to other types of litigation.

There can be no assurance that these legal proceedings will not have a material adverse effect on the Company’s results of operations in any future period, and a material judgment, fine or sanction could have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

There can be no assurance that these various legal proceedings will not significantly exceed any estimated liability accrued by the Company or have a material adverse effect on the Company’s results of operations in any future period, and a material judgment, fine or sanction could have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

However, it is the opinion of management, after consultation with legal counsel that, based on information currently available, the ultimate outcome of these matters will not have a material adverse impact on the business, financial condition or operating results of the Company, although they might be material to the operating results for any particular reporting period.

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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 their opposition to the motion on March 30, 2021.

Defendants moved to dismiss the consolidated amended complaint on January 29, 2021;

the motion is fully briefed and pending before the court.

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

On August 31, 2021, the Company was named as a defendant in Alers v.

Robinhood Financial, LLC et al No.

The complaint was filed in federal district court in Florida on behalf of a putative class, and asserts claims against the Company and numerous other financial institutions alleging a breach of fiduciary duty by Robinhood and aiding and abetting thereof by the Company and other market making firms.

The complaint did not specify the amount of alleged damages.

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

On October 17, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in Mallinckrodt PLC, et al.

(Reorganized Debtors);

Opioid Master Disbursement Trust II v.

Argos Capital Appreciation Master Fund LP et al No.

The complaint alleges that Mallinckrodt PLC engaged in a share repurchase program from 2015 through 2018 pursuant to which it repurchased its own shares in various open market transactions, a period during which it was allegedly insolvent.

The plaintiff is seeking to unwind the transactions consummated under the program, alleging such transactions constituted fraudulent transfers by the debtor.

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

On December 1, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in Northwest Biotherapeutics, Inc.

Canaccord Genuity LLC, et al No.

1:22-cv-10185.

The complaint alleges that defendants

engaged in market manipulation in the plaintiff’s stock during a period from 2018 to 2022.

The complaint did not specify the amount of alleged damages.

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

Other Legal and Regulatory Matters

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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, 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.

Specifically, in 2022 the SEC proposed several rule changes focused on equity market structure reform.

These proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change U.S.

equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) proposed rule amendments to minimum pricing increments under Rule 612 or Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), and (iv) amendments to Rule 605 of Regulation NMS, along with a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements.

If adopted, these or other potential rule changes could adversely affect the Company’s business or the Company’s industry.

As indicated above, 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.

It is the Company's practice to cooperate and comply with the requests for information and documents.

The Company is currently the subject of various regulatory reviews and investigations by state, federal and foreign regulators and SROs, including the SEC and FINRA.

As indicated above, the Company is currently the subject of various regulatory reviews and investigations by state, federal and foreign regulators and SROs, including the SEC and FINRA.

In some instances, these matters may result in a disciplinary action and/or a civil or administrative action.

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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.

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.

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Lease assets and liabilities are summarized as follows:

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

(in thousands) Financial Statement Location March 31, 2023 December 31, 2022

Operating leases

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

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) 2023 2022

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Variable 1,764 1,886

Impairment of ROU Asset — — — 1,198

Total Operating lease cost $ 20,642 $ 19,954

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Total Finance lease cost $ 2,332 $ 1,986

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

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2023, 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, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Cash and cash equivalents $ 768,982 $ 981,580

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The Founder Member controls approximately 85.6 % 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 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.

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.

The Company holds approximately a 59.5 % interest in Virtu Financial at March 31, 2023.

During the period prior to the Company's IPO and certain reorganization transactions consummated in connection with the 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, 2023 and December 31, 2022, there were 4,289,305 and 4,462,840 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 173,535 and 305,910 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, 2023, and 2022, respectively.

Amended and Restated 2015 Management Incentive Plan

11 unchanged sentences

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 November 6, 2020, the Company's Board of Directors authorized a 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.

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 an additional $ 300 million in Class A Common Stock and Virtu Financial Units and extending the duration of the program through May 4, 2022.

On November 3, 2021 the Company's Board of Directors authorized another 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.

1 unchanged sentence

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, 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.

From the inception of the program through March 31, 2023, the Company repurchased approximately 36.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 975.2 million.

As of March 31, 2023, the Company has approximately $ 244.8 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, 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.

During the three months ended March 31, 2023, and 2022, 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 152,037 , and 71,641 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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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 8 "Borrowings").

2 unchanged sentences

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.

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 and nine months ended September 30, 2022, and 2021:

Three Months Ended September 30, 2022

(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) $ 27,486 $ 19,579 $ ( 1,066 ) $ 45,999

Foreign exchange translation adjustment ( 13,660 ) ( 11,161 ) — ( 24,821 )

Total $ 13,826 $ 8,418 $ ( 1,066 ) $ 21,178

(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, 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 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 Consolidated Statements of Comprehensive Income.

Nine Months Ended September 30, 2022

The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2023, and 2022:

Three Months Ended March 31, 2023

(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, 2022, the Company expects approximately $ 4.0 million to be reclassified from AOCI into earnings over the next 12 months.

As of March 31, 2023, the Company expects approximately $ 26.0 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, 2021

Three Months Ended March 31, 2022

(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 nine months ended September 30, 2022, and 2021:

The following table summarizes activity related to stock options for the three months ended March 31, 2023 and 2022:

Options Outstanding Options Exercisable

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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

At December 31, 2022 1,521,776 $ 19.00 2.24 1,521,776 $ 19.00

2 unchanged sentences

Forfeited or expired — — — — —

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

At March 31, 2023 1,521,776 $ 19.00 1.99 1,521,776 $ 19.00

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

1 unchanged sentence

Treasury zero-coupon issues.

The expected stock price volatility was determined based on historical volatilities of comparable companies.

The expected stock price volatility was

determined based on historical volatilities of comparable companies.

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

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The Assumed Awards are subject to the same terms and conditions that were applicable to them under the Amended and Restated ITG 2007 Equity Plan, except that (i) the Assumed Awards relate to shares of the Company’s Class A Common Stock, (ii) the number of shares of Class A Common Stock subject to the Assumed Awards was the result of an adjustment based upon an Exchange Ratio (as defined in the ITG Merger Agreement) and (iii) the performance share unit awards were converted into service-based vesting restricted stock unit awards that were no longer subject to any performance based vesting conditions.

As of the ITG Closing Date, the aggregate number of shares of Class A Common Stock subject to such Assumed Awards was 2,497,028 and the aggregate number of shares of Class A Common Stock that remained issuable pursuant to the Amended and Restated ITG 2007 Equity Plan was 1,230,406 .

The Company filed a Registration Statement on Form S-8 on the ITG Closing Date to register such shares of Class A Common Stock.

Class A Common Stock, Restricted Stock Units and Restricted Stock Awards

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

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:

For the three months ended March 31, 2023 and 2022, respectively, there were 868,315 , and 580,710 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 5.9 million, and $ 6.0 million for the three months ended March 31, 2023 and 2022, 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, 2023, and 2022:

Number of RSUs and RSAs Weighted

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Vested ( 1,669,030 ) 25.07

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

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

At December 31, 2022 3,954,833 $ 28.13

2 unchanged sentences

Vested ( 2,393,550 ) 21.60

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

At March 31, 2023 4,930,490 $ 25.18

(1) Excluded in the number of RSUs and RSAs are 37,500 participating RSAs where the grant date has not been achieved because the performance conditions have not been met.

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.

The Company recognized $ 10.1 million, and $ 8.6 million for the three months ended March 31, 2023 and 2022, respectively, of compensation expense in relation to RSUs.

As of March 31, 2023 and December 31, 2022, total unrecognized share-based compensation expense related to unvested RSUs was $ 87.8 million and $ 54.6 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 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 $ 8.7 million as compensation cost under the DCP as of September 30, 2022.

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

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 September 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 September 30, 2022 was as follows:

VAL's regulatory capital and regulatory capital requirements as of March 31, 2023 was as follows:

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

Virtu Americas LLC $ 567,382 $ 1,702 $ 565,680

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.

As of March 31, 2023, VAL had $ 34.0 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 $ 5.9 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 September 30, 2022 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of March 31, 2023 were as follows:

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

1 unchanged sentence

Virtu Financial Canada ULC (1) 2,670 185 2,485

Virtu ITG Europe Limited (1) 74,517 26,971 47,546

Virtu Europe Trading Limited (1) 118,361 28,859 89,502

Virtu Financial Ireland Limited (1) 90,779 38,032 52,747

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(1) Preliminary

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.

As of March 31, 2023, Virtu Europe Trading Limited had $ 0.1 million 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.

3 unchanged sentences

Virtu Financial Canada ULC 2,663 184 2,479

Virtu ITG Europe Limited 79,087 39,331 39,756

Virtu Europe Trading Limited 78,834 28,502 50,332

Virtu Financial Ireland Limited 89,853 39,768 50,085

4 unchanged sentences

Virtu ITG Singapore Pte Limited 1,147 91 1,056

As of December 31, 2021, Virtu ITG Europe Limited and Virtu ITG Canada Corp had $ 0.1 million and $ 0.4 million, respectively, of 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.

Virtu Financial Singapore Pte.

121,166 46,025 75,141

As of December 31, 2022, Virtu Europe Trading Limited and Virtu Canada Corp had $ 0.1 million and $ 0.4 million, respectively, of 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.

Geographic Information and Business Segments

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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, 2022, and 2021 :

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, 2023, and 2022 :

Three Months Ended March 31,

(in thousands) 2023 2022

13 unchanged sentences

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.

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

(in thousands) Market

Making Execution

Services Corporate Consolidated

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

Income before income taxes and noncontrolling interest 99,276 8,993 ( 6,663 ) 101,606

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

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 nine months ended September 30, 2022, and 2021 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, 2023, and 2022 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 September 30, 2022, and December 31, 2021 the Company had net receivables from its affiliates of $ 0.6 million and $ 2.2 million, respectively.

As of March 31, 2023, and December 31, 2022 the Company had net payables to its affiliates of $ 0.4 million and receivables from its affiliates of $ 0.5 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 $ 3.2 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 paid $ 2.5 million and $ 3.8 million for the three months ended March 31, 2023 and 2022, 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 $ 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 $ 0.3 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 made payments to these JVs of $ 6.3 million and $ 5.5 million for the three months ended March 31, 2023 and 2022, 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 $ 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.

The Company received rebates of $ 0.1 million and made payments of $ 6.7 million for the three months ended March 31, 2023 and 2022, 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 September 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 March 31, 2023.

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 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.

On April 20, 2023, 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, 2023 to holders of record as of June 1, 2023.

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