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Our market data, order routing, transaction processing, risk management and market surveillance technology modules manage our market making and institutional agency activities in an efficient manner that enables us to scale our activities globally, across additional securities and other financial instruments and asset classes, without significant incremental costs or third-party licensing or processing fees.
−Removed: We believe that technology-enabled market makers like Virtu serve an important role in maintaining and improving the overall health and efficiency of the global capital markets by providing market participants with an efficient means to
−Removed: transfer risk and analyze the quality of execution.
+Added: We believe that technology-enabled market makers like Virtu serve an important role in maintaining and improving the overall health and efficiency of the global capital markets by providing market participants with an efficient means to transfer risk and analyze the quality of execution.
We believe that market participants benefit from the increased liquidity, lower overall trading costs and execution transparency that Virtu provides.
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We use the latest technology to create and deliver liquidity to global markets and innovative trading solutions and analytics tools to our clients.
−Removed: We interact directly with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions.
+Added: We interact directly
+Added: with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions.
We have two operating segments:
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We primarily conduct our Americas equities business through our SEC registered broker‑dealer, Virtu Americas, LLC (“VAL”).
−Removed: We are registered with the Central Bank of Ireland ("CBI") and the Financial Conduct Authority ("FCA") in the UK for our European trading, the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Ontario Securities Commission for our Canadian trading, and the Monetary Authority of Singapore ("MAS"), Securities and Futures Commission of Hong Kong ("SFC"), and Australian Securities and Investments Commission ("ASIC") for our Asia-Pacific (“APAC”) trading.
+Added: We are registered with the Central Bank of Ireland (“CBI”) and the Financial Conduct Authority (“FCA”) in the UK for our European trading, the Canadian Investment Regulatory Organization (“CIRO”) and the Ontario Securities Commission for our Canadian trading, and the Monetary Authority of Singapore (“MAS”), Securities and Futures Commission of Hong Kong (“SFC”), and Australian Securities and Investments Commission (“ASIC”) for our Asia-Pacific (“APAC”) trading.
We are registered as a market maker or liquidity provider and/or enter into direct obligations to provide liquidity on nearly every exchange or venue that offers such programs.
We engage regularly with regulators around the world on issues affecting electronic trading and other matters that may affect our business and the operation of the financial markets and advocate for increased transparency.
−Removed: In the U.S., we conduct our business from our headquarters in New York, New York and our offices in Boston, Massachusetts, Austin, Texas, Chicago, Illinois, Short Hills, New Jersey, and Palm Beach Gardens, Florida.
−Removed: Abroad, we conduct our business through trading centers located in London, England, Dublin, Ireland, Paris, France, Singapore, Hong Kong, Toronto, Canada, and Sydney, Australia.
+Added: In the U.S., we conduct our business from our headquarters in New York City and our offices in Boston, Austin, Texas, Chicago, Short Hills, New Jersey, and Palm Beach Gardens, Florida.
+Added: Abroad, we conduct our business through trading centers located in London, Dublin, Paris, Singapore, Hong Kong, Toronto, and Sydney.
Market Making
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Our market making platform generates and disseminates continuous bid and offer quotes.
−Removed: At the moment when a trade is executed, our systems capture and deliver this information back to the source, in most cases within a fraction of a second, and the trade record is written into our clearing system, where it flows through a chain of control accounts that allow us to automatically and efficiently reconcile trades, positions and payments until the final settlement occurs.
+Added: At the moment when a trade is executed, our systems capture and deliver this information back to the source, in most cases within a fraction of a second, and the trade record is written into our clearing
+Added: system, where it flows through a chain of control accounts that allow us to automatically and efficiently reconcile trades, positions and payments until the final settlement occurs.
We have built and continuously refine our automated and integrated, real time systems for global trading, risk management, clearing and cash management, among other purposes.
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Our strategy globally is to utilize high speed, efficient connections to all of the registered exchanges and market centers, including the London Stock Exchange, Cboe Europe Equities, Euronext, Six Swiss Exchange, Australian Securities Exchange, Tokyo Stock Exchange and Singapore Exchange, as well as other trading venues and additional pools of liquidity to which we can gain access either directly or through a broker.
−Removed: As ETPs and other similar products have proliferated both domestically and internationally, demand has increased for trading the underlying assets or hedging such funds.
+Added: As ETPs and other similar products, including Exchange Traded Funds (“ETFs”), have proliferated both domestically and internationally, demand has increased for trading the underlying assets or hedging such products.
Our technology has enabled us to expand into providing liquidity to this growing area by making markets across these assets in a variety of trading venues globally.
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We trade approximately 100 energy products and futures on the ICE, CME, and TOCOM.
−Removed: We also actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.
+Added: actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.
Our Options and Other market making includes our activity on all of the U.S.
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Our algorithms and order routers help portfolio managers and traders to trade orders quickly, comprehensively and cost‑efficiently from our EMS or our Order Management System (“OMS”) and most third‑party trading platforms.
−Removed: Our institutional sales traders offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs.
+Added: Our institutional sales
+Added: traders offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs.
We provide matching of client orders in our ATSs, including Virtu MatchIt, POSIT ATS, and POSIT MTF.
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The latency of communicating with exchanges and market centers is reduced through continuous software and network engineering innovation, allowing us to achieve real‑time controls over market exposure.
−Removed: We connect to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals;
+Added: to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals;
◦ Our clearing system captures trades in real-time and performs automated reconciliations of trades and positions, corporate action processing, options exercises, securities lending and inventory management, allowing us to effectively manage operational risk;
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We believe that these trade-offs are necessary to properly limit risk.
−Removed: We rely on technology and automation to perform many functions within Virtu.
−Removed: Cyber threats are a risk that we are exposed to as a result of our heavy reliance on technology.
+Added: We leverage technology and automation to perform many functions within Virtu.
+Added: Cyber threats are a risk that we are exposed to as a result of our heavy utilization of technology.
These threats could include the introduction of malicious code or unauthorized access, and could result in data loss or destruction, business interruption, financial loss, and the unavailability of service and other risks.
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We periodically review policies and procedures to seek to ensure they are effective in mitigating current cyber and other information security threats.
−Removed: In addition to the policy reviews, we continue to look to implement technology solutions that enhance preventive and detection capabilities.
+Added: In addition to the policy reviews, we continue to look to implement solutions that enhance preventive and detection capabilities.
We also maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks.
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Today, a range of market participants may compete with us for revenues generated by market making activities across one or more asset classes and geographies, including market participants, such as Citadel Securities, Susquehanna International Group LLP, Two Sigma, Jane Street, DRW Holdings, IMC, and Optiver.
−Removed: In the execution services segment, our algorithmic and smart routing products, as well as our high‑touch agency execution and portfolio trading internalizers services, compete with agency‑only and other sell‑side firms.
+Added: In the execution services segment, our low-touch agency algorithmic execution and smart order routing products, as well as our high‑touch agency execution and portfolio trading services, compete with agency‑only and other sell‑side firms.
Our trading and portfolio analytics compete with offerings from several sell‑side‑affiliated and independent companies.
−Removed: POSIT and MatchIt compete with various national and regional securities exchanges, ATSs, Electronic Communication Networks, MTFs and systematic internalizers for trade execution services.
+Added: Our POSIT and MatchIt ATSs compete with various national and regional securities exchanges, ATSs, Electronic Communication Networks, MTFs and systematic internalizers for trade execution services.
Our EMS, OMS, connectivity and RFQ services compete with offerings from independent vendors, agency‑only firms and other sell‑side firms.
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The DE&I Committee has focused on broadening recruitment efforts, increasing awareness of diversity and inclusiveness related issues through internal trainings and communications, and internal and external mentorship, including mentorships with New York City high school students.
−Removed: Additionally, we have hosted an annual Women's Winternship program since 2019, which provides a week-long internship program aimed at introducing sophomore-level female college students to a career path in financial services and features instructors across the firm from various business lines and disciplines.
+Added: Additionally, we have hosted an annual Women's Winternship program since 2019, which provides a week-long internship program aimed at introducing sophomore-level female college students to a career path in financial services and features instructors across the Company from various business lines and disciplines.
We conduct our U.S.
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We conduct our European, Middle Eastern and African (“EMEA”) market making activities from Dublin and through our subsidiary Virtu Financial Ireland Limited (“VFIL”), which is authorized as an “Investment Firm” with the CBI.
−Removed: maintains a branch office in London.
−Removed: We conduct our EMEA execution services trading activity from Dublin, London, and Paris through our subsidiary Virtu ITG Europe Limited ("VIEL").
−Removed: VIEL is authorized and regulated by the CBI as an “Investment Firm” and maintains branch offices in London and Paris.
−Removed: The London branch offices of VFIL and VIEL currently utilize the U.K.
−Removed: FCA's Temporary Permissions Regime and are therefore deemed to be authorized and regulated by the FCA.
−Removed: VIEL's Paris branch is registered with the Banque de France.
−Removed: VIEL also operates a multi-lateral trading facility (“MTF”) in Ireland and Virtu ITG UK Limited ("VIUK"), a U.K.
+Added: We conduct our EMEA execution services trading activity from Dublin, London, and Paris through our subsidiary Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited).
+Added: VETL is authorized and regulated by the CBI as an “Investment Firm” and maintains branch offices in London and Paris.
+Added: The London branch office of VETL is authorized and regulated by the FCA.
+Added: VETL's Paris branch is registered with the Banque de France.
+Added: VETL also operates a multi-lateral trading facility (“MTF”)
+Added: in Ireland and Virtu ITG UK Limited (“VIUK”), a U.K.
investment firm, operates a MTF in the U.K.
VIUK is an investment firm which is authorized and regulated by the FCA.
−Removed: We conduct our APAC market making, including most of our cryptocurrency market making activity from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte.
+Added: We conduct our APAC market making activities, including much of our market making in cryptocurrency products from Singapore and through our Singapore subsidiary, Virtu Financial Singapore Pte.
Virtu Financial Singapore Pte.
is registered with the MAS for an investment incentive arrangement.
−Removed: We conduct our APAC execution services trading activity from Singapore, Hong Kong, and Australia through our subsidiaries Virtu ITG Singapore Pte.
+Added: We conduct our APAC execution services trading activities from Singapore, Hong Kong, and Australia through our subsidiaries Virtu ITG Singapore Pte.
Limited, Virtu ITG Hong Kong Limited, and Virtu ITG Australia Limited.
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Virtu Canada Corp.
−Removed: is a Canadian broker‑dealer registered as an investment dealer with IIROC, Ontario Securities Commission (“OSC”), the Autorité Des Marchés Financiers in Quebec, Alberta Securities Commission (“ASC”), British Columbia Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission.
+Added: is a Canadian broker‑dealer registered as an investment dealer with CIRO, Ontario Securities Commission (“OSC”), the Autorité Des Marchés Financiers in Quebec, Alberta Securities Commission (“ASC”), British Columbia Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission.
Virtu Canada Corp.
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The SEC, FINRA, CFTC, NFA, U.S.
−Removed: state securities regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASX and ASIC in Australia, IIROC and OSC in Canada, other SROs and other U.S.
+Added: state securities regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASX and ASIC in Australia, CIRO and OSC in Canada, other SROs and other U.S.
and foreign governmental regulatory bodies promulgate numerous rules and regulations that may impact our business.
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However, there have been in the past, and could be in the future, significant technological, operational and compliance costs associated with the obligations which derive from compliance with such regulations.
−Removed: Regulators may propose market structure changes particularly considering the continued regulatory, congressional and media scrutiny of U.S.
+Added: Regulators may propose market structure changes particularly considering the continued regulatory,
+Added: congressional and media scrutiny of U.S.
equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
The SEC and other SROs have enacted and are actively considering rules that may affect our operations and profitability.
−Removed: Specifically, in 2022 the SEC has proposed several rule changes focused on equity market structure reform.
+Added: Specifically, the SEC has 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 the U.S.
−Removed: 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 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.
+Added: 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 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”), (iv) proposed 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 may alter the market structure for NMS securities in ways that would disfavor the current competing market center model and lessen the amount of volume executed off-exchange in favor of a central limit order book model or other centralized model for order interaction.
1 unchanged sentence
Proposed changes to Regulation ATS would revise the format of Form ATS required to be filed and would impose additional disclosures and costs to rewrite and refile those forms.
+Added: Recently adopted amendments to the definitions of “dealer” and “government securities dealer” under the Exchange Act are expected to increase the scope and breadth of these registrant categories.
These changes and others may impose additional technological, operational and compliance costs on us and creates uncertainty with regard to their effects.
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The MiFID II regime is currently under review, with European Union authorities proposing to make further changes to the regime.
−Removed: Various consultation papers have been published on different aspects of the MiFID II regime, including, on February 4, 2020, an ESMA Consultation Paper entitled “MiFID II/MiFIR Review Report on the Transparency Regime for Equity and Equity-like Instruments, the Double Volume Cap Mechanism and the Trading Obligations for Shares”, on December 18, 2020 an ESMA Consultation Paper entitled "MiFID II/MiFIR Review Report on Algorithmic Trading" and on January 28, 2022 an ESMA Consultation Paper “on ESMA”s Opinion on the trading venue perimeter.”.
In its communication on “The European economic and financial system:
fostering openness, strength and resilience” of January 19, 2021, the European Commission confirmed its intention to propose to make changes with a view to improving simplifying and further harmonizing capital markets’ transparency as part of the review of the MiFID II and MiFIR framework.
−Removed: On December 21, 2022, the Council of the European Union published the texts of its general approach on the proposed regulation to amend MiFIR “as regards enhancing market
−Removed: data transparency, removing obstacles to the emergence of a consolidated tape, optimizing the trading obligations and amending Regulation (EU) No 575/2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012” and on the proposed directive “amending Directive 2014/65/EU on markets in financial instruments and amending Directive 2013/36/EU on access of the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC”, each dated December 16, 2022;
+Added: On December 21, 2022, the Council of the European Union published the texts of its general approach on the proposed regulation to amend MiFIR “as regards enhancing market data transparency, removing obstacles to the emergence of a consolidated tape, optimizing the trading obligations and amending Regulation (EU) No 575/2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012” and on the proposed directive “amending Directive 2014/65/EU on markets in financial instruments and amending Directive 2013/36/EU on access of the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC”, each dated December 16, 2022;
as well as publishing an “I” item note, also dated December 16, 2022, inviting the Council’s Permanent Representatives Committee to agree the text of the mandate for negotiations with European Parliament on the basis of the published general approaches, with a view to reaching agreement at first reading.
+Added: The Council of the European Union further published an Information Note with respect to the “Proposal for a Regulation (EU) of the European
+Added: Parliament and of the Council of amending Regulation (EU) No 600/2014 as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payments for forwarding client orders” and the “Proposal for the Directive (EU) 2023/ of the European Parliament and of the Council of amending Directive 2014/65/EU on markets in financial instruments”, dated October 18, 2023, which includes the final compromise texts for each proposed regulation.
+Added: The Information Note details the draft overall compromise package as agreed by the Permanent Representatives’ Committee, with the Council of the European Union inviting the European Parliament to adopt its position at first reading in accordance with the compromise package, with a view to reaching an agreement and adopting the act at first reading.
Further, in light of the U.K.’s withdrawal of its membership from the E.U., which is commonly referred to as “Brexit,” the passporting regime under MiFID II, which enables firms to provide services to countries across the E.U., no longer encompasses the U.K.
−Removed: VFIL and VIEL continue to service U.K.
−Removed: clients by means of their London branches, however, in light of Brexit, these branches operate in the U.K.
−Removed: not on the basis of MiFID II passporting rights, but on the basis of the U.K.
−Removed: FCA's Temporary Permissions Regime, pursuant to which the London branches of VFIL and VIEL are deemed to be authorized and regulated by the FCA.
−Removed: FCA’s Temporary Permissions Regime is due to come to an end at the end of 2023.
−Removed: VIEL and VFIL have submitted applications for full third country branch authorization to ensure the long-term operational footprint of Virtu’s branches in the U.K.
−Removed: These authorization processes are ongoing.
+Added: VFIL and VETL continue to access U.K.
+Added: markets, however, these entities do so not on the basis of MiFID passporting rights, but as third-country entities pursuant to U.K.
+Added: Following Brexit, VETL had continued initially to service its U.K.
+Added: client-base by means of the U.K.
+Added: FCA’s Temporary Permissions Regime, pursuant to which its former MiFID branch was deemed to be authorized and regulated by the FCA under U.K.
+Added: As of December 8, 2023, VETL’s application for its London branch to be authorized as a third-country branch was approved by the FCA, facilitating the long-term operational footprint of VETL’s branch in the U.K.
Each of these legislative and regulatory requirements imposes additional technological, operational and compliance costs on us.
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The remaining issued and outstanding Virtu Financial Units are held by an affiliate of Mr.
−Removed: Vincent Viola (the “Founder Post-IPO Member”), two entities whose equity holders include certain members of the management of Virtu Financial, and certain other current and former members of management of Virtu Financial (collectively, the “Virtu Post-IPO Members”).
+Added: Vincent Viola (the “Founder Post-IPO Member”), two entities whose equity holders include certain current and former members of the management of Virtu Financial, and certain other current and former members of management of Virtu Financial (collectively, the “Virtu Post-IPO Members”).
The Founder Post-IPO Member controls approximately 86.5% of the combined voting power of our outstanding common stock as of December 31, 2023.
4 unchanged sentences
On July 20, 2017 (the “KCG Closing Date”), the Company completed the all-cash acquisition (the “Acquisition of KCG”) of KCG Holdings, Inc.
−Removed: On March 1, 2019 (the “ITG Closing Date”), we completed our acquisition of Investment Technology Group, Inc.
+Added: (“KCG”) and on March 1, 2019 (the “ITG Closing Date”), we completed our acquisition of Investment Technology Group, Inc.
(“ITG”) in an all-cash transaction (the “ITG Acquisition”).
−Removed: As described in “Acquisition of Investment Technology Group, Inc.” below, ITG was a global financial technology company that offered a suite of trading and financial technology products to help leading brokers and asset managers improve returns for investors around the world.
−Removed: ITG empowered traders and investors to reduce the end-to-end cost of implementing investment decisions via liquidity, execution, analytics and workflow technology solutions.
Available Information
9 unchanged sentences
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.