What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-17 · 37 added, 57 removed, 240 unchanged (28% of the section changed)

69 unchanged sentences

001-37352) filed on November 8, 2018).

3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, as amended (File No.

001-37352), filed on May 29, 2015).

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352), filed on July 28, 2023).

3.2 Second Amended and Restated Certificate of Incorporation of the Registrant (Redline Version) (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No.

001-37352), filed on April 27, 2023) .

Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, as amended (File No.

11 unchanged sentences

333-194473) filed on February 20, 2015).

10.4† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 24, 2020, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.5† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 24, 2020, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.6† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 24, 2020, by and between Virtu Financial, Inc.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

Employment Agreement, dated as of August 7, 2020, by and between Virtu Financial Operating LLC and Sean Galvin (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 6, 2020.

10.8† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of August 12, 2020, by and between Virtu Financial, Inc.

and Sean Galvin (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 6, 2020.

Credit Agreement, dated January 13, 2022, among Virtu Financial LLC, as Holdings, VFH Parent LLC, as Borrower, the Lenders, Issuing Banks and Swingline Lender Party Hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No.

32 unchanged sentences

001-37352) filed on June 2, 2017).

10.22 Amended and Restated Investment Agreement, dated as of June 23, 2017, by and between Virtu Financial, Inc.

and North Island Holdings I, LP (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on August 9, 2017).

Third Amendment, dated as of January 5, 2018, to the Third Amended and Restated Limited Liability Company Agreement of Virtu Financial LLC, dated as of April 15, 2015 (incorporated herein by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K (File No.

4 unchanged sentences

001-37352), filed on May 15, 2018).

10.25† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.26† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.27† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

Investment Technology Group, Inc.

2 unchanged sentences

Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 25, 2021).

10.30† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

3 unchanged sentences

Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit Award Agreement, dated as of June 22, 2020, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 25, 2021).

10.32† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Award Award Agreement, dated as of June 22, 2020, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 25, 2021).

10.33† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

44 unchanged sentences

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of March 1, 2022, by and between Virtu Financial, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 3, 2022).

5 unchanged sentences

Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Joseph Molluso.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Joseph Molluso (incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 17, 2023).

Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Brett Fairclough.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Brett Fairclough (incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 17, 2023).

Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Stephen Cavoli.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Stephen Cavoli (incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 17, 2023).

Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Amendment No.

1 dated as of December 1, 2022 to Restricted Stock Unit Award Agreement dated as of March 1, 2022, by and between Virtu Financial, Inc.

1 to Employee Restricted Stock Unit Award Agreement dated as of December 1, 2022 to Restricted Stock Unit Award Agreement dated as of March 1, 2022, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 17, 2023).

Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2023, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on April 28, 2023).

Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2023, by and between Virtu Financial, Inc.

and Joseph M o lluso (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on April 28, 2023).

Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2023, by and between Virtu Financial, Inc.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on April 28, 2023).

Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2023, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on April 28, 2023).

21.1* Subsidiaries of Virtu Financial, Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Virtu Financial , Inc.

Clawback Policy

101.INS* XBRL Instance Document

26 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Robert Greifeld Chairman of the Board of Directors

Robert Greifeld

/s/ Michael Viola

Chairman of the Board of Directors

Michael Viola

/s/ Vincent Viola Chairman Emeritus and Director

10 unchanged sentences

/s/ David Urban Director

/s/ Michael T.

Viola Director

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

What changed 10-K

Item 9A. Controls and Procedures