What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-21 compared with 2024-02-16 · 307 added, 215 removed, 1575 unchanged (25% of the section changed)

47 unchanged sentences

(ii) developing independent prices for a sample of trading assets and liabilities at the balance sheet date and comparing management’s prices to the independently developed prices;

(iii) testing a sample of purchases and sales throughout the year by agreeing the quantity and price to settlement documentation, and (iv) testing the equity value of a sample of trading portfolios throughout the year by comparing the amounts to third party clearing statements.

(iii) testing a sample of purchases and sales throughout the year by agreeing the quantity and price to settlement documentation, and (iv) testing the equity value of a sample of trading portfolios throughout the year and at year-end by comparing the amounts to third party clearing statements.

/s/ PricewaterhouseCoopers LLP

11 unchanged sentences

Securities purchased under agreements to resell 983,941 1,512,114

Receivables from broker-dealers and clearing organizations 737,724 1,115,185

Receivables from broker-dealers and clearing organizations ($ 51,595 and $ — at fair value, as of December 31, 2024 and December 31, 2023, respectively)

1,100,850 737,724

Trading assets, at fair value:

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Deferred tax assets 135,046 133,760

Assets of business held for sale 4,615 —

Other assets ($ 158,326 and $ 84,521 , at fair value, as of December 31, 2024 and December 31, 2023, respectively)

5 unchanged sentences

Securities sold under agreements to repurchase 1,271,788 1,795,994

Payables to broker-dealers and clearing organizations 1,167,712 273,843

Payables to broker-dealers and clearing organizations ($ 136,736 and $ 7,661 , at fair value, as of December 31, 2024 and December 31, 2023, respectively)

918,566 1,167,712

Payables to customers 46,112 23,229

5 unchanged sentences

Long-term borrowings 1,740,467 1,727,205

Liabilities of business held for sale 1,526 —

Total liabilities 13,874,366 13,061,028

10 unchanged sentences

Retained earnings (accumulated deficit) 1,168,908 1,000,403

Accumulated other comprehensive income (loss) 17,047 31,604

Total Virtu Financial Inc.

stockholders' equity 1,202,727 1,341,899

Noncontrolling interest 202,629 309,528

Virtu Financial, Inc.

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2024 December 31,

Accumulated other comprehensive income (loss) ( 7,063 ) 17,047

Total Virtu Financial Inc.

stockholders' equity 1,254,174 1,202,727

Noncontrolling interest 233,203 202,629

Total equity 1,487,377 1,405,356

58 unchanged sentences

Foreign exchange translation adjustment — — — — — — — — — — ( 13,605 ) ( 13,605 ) ( 10,649 ) ( 24,254 )

Warrants exercised 3,000,000 — — — — — — — $ — $ 68,940 $ — $ 68,940 $ — $ 68,940

Net change in unrealized cash flow hedges gains — — — — — — — — — — 55,405 55,405 35,460 90,865

6 unchanged sentences

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 92,930 ) — — — — — — — — — — —

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

Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — 1,044 — — 1,044 — 1,044

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Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 21,509 ) ( 21,509 ) ( 15,484 ) ( 36,993 )

Dividends ($ 0.24 per share of Class A common

stock and participating Restricted Stock Unit and

Restricted Stock Award) and distributions from

Virtu Financial to non-controlling interest

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

— — — — — — — — — ( 94,831 ) — ( 94,831 ) ( 211,305 ) ( 306,136 )

1 unchanged sentence

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 186,394 ) — — — — — — — — — — —

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

Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — ( 3,787 ) — — ( 3,787 ) — ( 3,787 )

3 unchanged sentences

Treasury stock purchases ( 1,044,103 ) — — — — — ( 6,695,075 ) ( 173,614 ) — ( 18,864 ) — ( 192,478 ) — ( 192,478 )

Stock option exercised 695,276 — — — — — — — 13,210 — — 13,210 — 13,210

Net Income — — — — — — — — — 276,415 — 276,415 258,120 534,535

Foreign exchange translation adjustment — — — — — — — — — — ( 5,637 ) ( 5,637 ) ( 3,411 ) ( 9,048 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 18,473 ) ( 18,473 ) ( 13,778 ) ( 32,251 )

Virtu Financial, Inc.

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Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Stock option exercised — — — — — — — — $ — $ — $ — — — —

Net Income — — — — — — — — $ — $ 142,036 $ — 142,036 121,885 263,921

Foreign exchange translation adjustment — — — — — — — — $ — $ — $ 6,952 6,952 ( 1,995 ) 4,957

Net change in unrealized cash flow hedges gains — — — — — — — — $ — $ — $ ( 21,509 ) ( 21,509 ) ( 15,484 ) ( 36,993 )

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

Distribution from Virtu Financial to noncontrolling interest — — — — — — — — — — — — — —

Dividends ($ 0.24 per share of Class A common

stock and participating Restricted Stock Unit and

Restricted Stock Award) and distributions from

Virtu Financial to non-controlling interest

— — — — — — — — — ( 89,046 ) — ( 89,046 ) ( 210,357 ) ( 299,403 )

Issuance of Class A common stock — — — — — — — — — — — — — —

Issuance of Common Stock in connection with employee exchanges 43,391 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 43,391 ) — — — — — — — — — — —

Contributions from noncontrolling interests — — — — — — — — — — — — — —

Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — ( 209 ) — — ( 209 ) — ( 209 )

8 unchanged sentences

Net income $ 534,535 $ 263,921 $ 468,332

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

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 65,816 63,306 66,377

38 unchanged sentences

Debt issuance costs ( 27,392 ) ( 3,929 ) ( 35,741 )

Warrants exercised — — 68,940

Contributions from noncontrolling interests — — 39,200

18 unchanged sentences

Repurchase of Class C common stock ( 76 ) ( 2,330 ) —

Purchase of treasury stock ( 1,340 ) — —

See accompanying Notes to the Consolidated Financial Statements.

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See Note 22 “Geographic Information and Business Segments” for a further discussion of the Company’s segments.

On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc.

(“MarketAxess”) to sell a 49 % interest in the multi-asset request-for-quote communication platform joint venture (“JV”), RFQ-hub Holdings LLC.

See Note 3 “Business Held for Sale” for further details.

Basis of Consolidation and Form of Presentation

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All intercompany accounts and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior periods' Consolidated Financial Statements in order to conform to the current period presentation.

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

Summary of Significant Accounting Policies

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The Company assesses goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events occur or certain circumstances exist.

In the impairment assessment as of July 1, 2023, the Company assessed quantitative factors as described in ASC 350-20 for each of its reporting units for any indicators that the fair values of the reporting units were less than their carrying values.

In the impairment assessment as of July 1, 2024, the Company assessed qualitative factors as described in ASC 350-20 for each of its reporting units for any indicators that the fair values of the reporting units were less than their carrying values.

No impairment was identified.

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Commissions, net and Technology Services

Commissions, net, which primarily comprise commissions and commission equivalents earned on institutional client orders, are recorded on a trade date basis.

Commissions, net, which primarily comprise commissions earned on institutional client orders, are recorded on a trade date basis.

Under a commission management program, the Company allows institutional clients to allocate a portion of their gross commissions to pay for research and other services provided by third parties.

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Share-based awards issued for compensation in connection with or subsequent to the Company’s initial public offering in April 2015 (the “IPO”) and certain reorganization transactions consummated in connection with the IPO (the “Reorganization Transactions”) pursuant to the Virtu Financial, Inc.

2015 Management Incentive Plan (as amended, the “Amended and Restated 2015 Management Incentive Plan”) and pursuant to the Amended and Restated Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan, dated as of June 8, 2017 (the “Amended and Restated ITG 2007 Equity Plan”), are in the form of stock options, Class A common stock, par value $ 0.00001 per share (the “Class A Common Stock”), RSAs and RSUs, as applicable.

2015 Management Incentive Plan (as amended, the “Amended and Restated 2015 Management Incentive Plan”) are in the form of stock options, Class A common stock, par value $ 0.00001 per share (the “Class A Common Stock”), RSAs and RSUs, as applicable.

The fair values of the Class A Common Stock and RSUs are determined based on the volume weighted average price for the three days preceding the grant.

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Accounting Pronouncements, Recently Adopted

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 Company adopted this ASU on January 1, 2023 and it did not have a material impact on its Consolidated Financial Statements.

Liabilities - Supplier Finance Programs - In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) .

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

The Company adopted this ASU on January 1, 2023 and it did not have a material impact on its Consolidated Financial Statements.

The FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock (SEC Update) in July 2023, and ASU 2023-04, Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

121 (SEC Update) in August 2023.

These ASUs amend and supersede various SEC paragraphs across multiple topics within the Codification to conform to past SEC announcements and guidance issued by the SEC.

As the ASUs do not provide any new accounting standards, no transition or effective dates are associated with them.

As such, the Company considers these adopted as of September 30, 2023 with no material impact on its Consolidated Financial Statements.

Accounting Pronouncements, Not Yet Adopted as of December 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 820) .

1 unchanged sentence

Additionally, this ASU requires disclosure of the nature and remaining duration of the sale restriction.

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

The Company does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.

The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its 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 does not expect it to have a material impact on its Consolidated Financial Statements.

The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its 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 does not expect it to have a material impact on its Consolidated Financial Statements.

The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its Consolidated Financial Statements.

Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .

This ASU requires incremental disclosures related to a public entity’s reportable segments.

It aims to provide financial statement users with more disaggregated information, specifically, significant expenses for each reportable segment.

The Company adopted this ASU during the year ended December 31, 2024 and included additional required disclosures in Note 22 “Geographic Information and Business Segments.” The ASU did not have other material impact on the Company’s Consolidated Financial Statements.

Accounting Pronouncements, Not Yet Adopted as of December 31, 2024

Business Combinations—Joint Venture Formations - In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60) .

2 unchanged sentences

The Company does not expect it to have a material impact on its Consolidated Financial Statements.

Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .

This ASU requires incremental disclosures related to a public entity’s reportable segments.

It aims to provide financial statement users with more disaggregated information, specifically, significant expenses for each reportable segment.

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

The Company does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.

Intangibles—Goodwill and Other—Crypto Assets - In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) .

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The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.

Compensation—Stock Compensation - In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718) .

This ASU clarifies ASC 718 scope application for profits interest or similar awards through illustrative examples.

This ASU is effective for periods beginning after December 15, 2024.

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

Codification Improvements - In March 2024, the FASB issued ASU 2024-02, Codification Improvements.

This ASU aims to improve and simplify the language and structure of the Codification by removing references to Concepts Statements.

This amendment is effective for periods beginning after December 15, 2024.

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

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .

This ASU requires disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization.

It also requires disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses.

This amendment is

effective for periods beginning after December 15, 2027.

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

Business Held for Sale

On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc.

(“MarketAxess”) pursuant to which the Company has agreed to sell a 49 % interest in the multi-asset request-for-quote communication platform JV, RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”, which includes RFQ-hub Americas LLC, or “RAL”).

The sale is anticipated to close in 2025 but remains subject to various closing conditions including the receipt of certain regulatory approvals.

Upon the closing of the sale, the Company will retain a minority stake in RFQ-hub.

A summary of the assets and liabilities of business held for sale is summarized as follows:

(in thousands)

Business assets and liabilities held for sale as of December 31, 2024:

Receivables from broker-dealers and clearing organizations $ 194

Property, equipment and capitalized software (net) 854

Intangibles (net) 3,486

Other assets 81

Liabilities $ ( 1,526 )

Total carrying value of RFQ-hub as of December 31, 2024:

Earnings per Share

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(1) Excluded from the computation of diluted Earnings per share were 37,274 unexercised stock options for the year ended December 31, 2023, because inclusion of the options would have been anti-dilutive.

There were none excluded for the year ended December 31, 2024.

Tax Receivable Agreements

1 unchanged sentence

An Exchange during the year will give rise to favorable tax attributes that may generate cash tax savings specific to the Exchange to be realized over a specific period of time (generally 15 years).

At each Exchange, management estimates the Company’s cumulative TRA obligations to be reported on the Consolidated Statements of Financial Condition, which amounted to $ 216.5 million and $ 238.8 million as of December 31,

2023 and December 31, 2022, respectively.

At each Exchange, management estimates the Company’s cumulative TRA obligations to be reported on the Consolidated Statements of Financial Condition, which amounted to $ 196.6 million and $ 216.5 million as of December 31, 2024 and December 31, 2023, respectively.

The tax attributes are computed as the difference between the Company’s basis in the partnership interest (“outside basis”) as compared to the Company’s share of the adjusted tax basis of partnership property (“inside basis”) at the time of each Exchange.

3 unchanged sentences

federal and state income tax returns and realization of the cash tax savings from the favorable tax attributes.

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, $ 21.3 million in March 2022, and $ 23.3 million in April 2023.

The Company made payments totaling $ 114.0 million from February 2017 through December 2024 with respect to its TRA obligation.

As a result of (i) the purchase of equity interests in Virtu Financial from certain Virtu Members in connection with the Reorganization Transactions, (ii) the purchase of non-voting common interest units in Virtu Financial (the “Virtu Financial Units”) (along with the corresponding shares of Class C common stock, par value $ 0.00001 per share (the “Class C Common Stock”)) from certain of the Virtu Members in connection with the IPO, (iii) the purchase of Virtu Financial Units (along with the corresponding shares of Class C Common Stock) and the exchange of Virtu Financial Units (along with the corresponding shares of Class C Common Stock) for shares of Class A Common Stock in connection with the secondary offerings completed in November 2015 (the “November 2015 Secondary Offering”) and September 2016 (the “September 2016 Secondary Offering”), and (iv) the purchase of Virtu Financial Units (along with corresponding shares of the Company’s Class D common stock, par value $ 0.00001 per share (the “Class D Common Stock”) in connection with the May 2018 Secondary Offering (defined below) and the May 2019 Secondary Offering (defined below, and, together with the November 2015 Secondary Offering, the September 2016 Secondary Offering, and the May 2018 Secondary Offering, the “Secondary Offerings”), payments to certain Virtu Members in respect of the purchases are expected to range from approximately $ 0.1 million to $ 22.1 million per year over the next 15 years.

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

As described in Note 3 “Business Held for Sale”, the Company reclassified an aggregated net carrying amount of $ 3.5 million ($ 7.5 million of gross carrying amount net of $ 4.0 million accumulated amortization) from Intangible assets to Assets of business held for sale.

As of December 31, 2024 and December 31, 2023, the Company’s total amount of intangible assets recorded was $ 203.2 million and $ 257.5 million, respectively.

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(in thousands)

2024 $ 50,845

Receivables from/Payables to Broker-Dealers and Clearing Organizations

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Broker-dealer credit facilities $ 10,000 $ — $ 10,000

December 31, 2022

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

Short-term bank loans 28,541 — 28,541

$ 38,541 $ — $ 38,541

December 31, 2023

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

Broker-dealer credit facilities $ — $ — $ —

The Company is a party to two secured credit facilities with a financial institution to finance overnight securities positions purchased as part of its ordinary course broker-dealer market making activities.

Broker-Dealer Credit Facilities

The Company is a party to two secured credit facilities with a financial institution to finance overnight securities positions purchased as part of its ordinary course U.S.

broker-dealer market making activities.

One of the facilities (the “Uncommitted Facility”) is provided on an uncommitted basis with an aggregate borrowing limit of $ 400 million, and is collateralized by VAL’s trading and deposit account maintained at the financial institution.

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

On May 25, 2022, Virtu Financial Singapore Pte.

entered into a revolving credit facility with a financial institution (the "Overdraft Facility") to provide a source of short-term financing.

Virtu Financial Singapore Pte.

is a party to a revolving credit facility with a financial institution (the “Overdraft Facility”) to provide a source of short-term financing.

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

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

The Founder Member is an affiliate of Mr.

Vincent Viola, the Company’s founder and Chairman Emeritus.

Upon the execution of and in consideration for the Lender’s (as defined in the Founder Member Loan Facility) commitments under the Founder Member Loan Facility, the Company delivered to the Founder Member a warrant to purchase shares of the Company’s Class A Common Stock.

Terms of the warrant are set forth in further detail in Note 17 “Capital Structure”.

The following summarizes the Company’s broker-dealer credit facilities’ carrying values, net of unamortized debt issuance costs, where applicable.

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$ 1,060,000 $ 10,000 $ — $ 10,000

(1) $ 2.3 million of deferred debt issuance costs are included within Other assets on the Consolidated Statement of Financial Condition

(1) $ 0.3 million of deferred debt issuance costs are included within Other assets on the Consolidated Statements of Financial Condition.

(2) Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.75 % and 7.00 %, respectively.

There was no balance outstanding under Borrowing Base B Loan as of December 31, 2024.

At December 31, 2023

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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 December 31, 2024, there was $ 28.5 million of short-term bank loans associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 5.0 %.

At December 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 %.

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

Outstanding short-term bank loan balances are included within Short-term borrowings on the Consolidated Statements of Financial Condition.

In November 2024, Virtu Financial Singapore Pte.

entered into an agreement with a financial institution for a short-term bank loan with a total capacity of $ 50.0 million.

At December 31, 2024, there was no balance outstanding under this short-term bank loan.

Prime Brokerage Credit Facilities

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Long-term borrowings:

First Lien Term Loan Facility January 2029 8.46 % $ 1,727,000 $ ( 3,107 ) $ ( 21,504 ) $ 1,702,389

First Lien Term B-1 Loan Facility June 2031 7.11 % $ 1,245,000 $ ( 2,876 ) $ ( 15,242 ) $ 1,226,882

Senior Secured First Lien Notes June 2031 7.50 % 500,000 — ( 8,680 ) 491,320

SBI bonds January 2026 5.00 % 22,265 — — 22,265

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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 a credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A.

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

The Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous Credit Agreement, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program, and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.

The term loan borrowings and revolver borrowings under the Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) an adjusted term SOFR rate with an interest period of one month plus 1.00 % and (d)(1) in the case of term loan borrowings, 1.50 % and (2) in the case of revolver borrowings, 1.00 %, plus, (x) in the case of term loan borrowings, 2.00 % and (y) in the case of revolver borrowings, 1.50 %, or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50 % and (2) in the case of revolver borrowings, 0.00 %, plus, (x) in the case of term loan borrowings, 3.00 % and (y) in the case of revolver borrowings, 2.50 %.

The Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Original Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program, and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.

The term loan borrowings and revolver borrowings under the Original Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) an adjusted term SOFR rate with an interest period of one month plus 1.00 % and (d)(1) in the case of term loan borrowings, 1.50 % and (2) in the case of revolver borrowings, 1.00 %, plus, (x) in the case of term loan borrowings, 2.00 % and (y) in the case of revolver borrowings, 1.50 %, or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50 % and (2) in the case of revolver borrowings, 0.00 %, plus, (x) in the case of term loan borrowings, 3.00 % and (y) in the case of revolver borrowings, 2.50 %.

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

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

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

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

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

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

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

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

On December 12, 2023, the Company made a voluntary prepayment of $ 55.0 million, and the payment is applied toward subsequent annual amortization installments.

The revolving commitments will terminate on January 13, 2025.

As of December 31, 2023, $ 1,727 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 $ 525.0 million floating-to-fixed interest rate swap agreement.

In January 2020, the Company also entered into a five-year $ 1,000.0 million floating-to-fixed interest rate swap agreement.

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

These two interest rate swaps met the criteria to be considered and were designated qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and they effectively fixed interest payment obligations on $ 525.0 million and $ 1,000 million of principal under the previous first lien term loan facility in relation to the ITG Acquisition at rates of 4.3 % and 4.4 % through

September 2024 and January 2025, respectively.

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

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

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

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

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

In December 2023, the Company terminated the two interest rate swap arrangements and received $ 55.8 million in proceeds from the counterparty.

The Company therefore dedesignated those cash flow hedges under ASC 815, and the amounts in AOCI related to the terminated swaps are to be amortized through interest expense.

The Company simultaneously entered into a two-year $ 1,525 million floating-to-fixed interest rate swap agreement with the same counterparty.

The new interest rate swap met the criteria to be considered and was designated as a qualifying cash flow hedge under ASC 815 as of December

2023, and it effectively fixed interest payment obligations on $ 1,525 million of principal under the First Lien Term Loan Facility at rate of 7.5 % through November 2025, based on the interest rates set forth in the Credit Agreement.

The Company therefore dedesignated those cash flow hedges under ASC 815, and the amounts in AOCI related to the terminated swaps are amortized through interest expense.

The Company simultaneously entered into a two-year $ 1,525.0 million floating-to-fixed interest rate swap agreement with the same counterparty (the “December 2023 Swap”).

The December 2023 Swap met the criteria to be considered and was designated as a qualifying cash flow hedge under ASC 815 as of December 2023, and it effectively fixed interest payment obligations on $ 1,525.0 million of principal under the First Lien Term Loan Facility at a rate of 7.5 % through November 2025, based on the interest rates set forth in the Original Credit Agreement.

On June 21, 2024 (the “Amendment Effective Date”), the Company entered into Amendment No.

1 to the Original Credit Agreement (the “Credit Agreement”) and completed the issuance of the Notes (as defined below).

Pursuant to the Credit Agreement, $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “New Term Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.

Additionally, the Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $ 250.0 million to $ 300.0 million and an extension of the maturity thereof to three years after the Amendment Effective Date.

The New Term Loans will bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) term SOFR for a borrowing with an interest period of one month plus 1.00 % and (d) 1.00 %, plus, in each case, 1.75 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.75 %.

The New Term Loans will mature on the seventh anniversary of the Amendment Effective Date and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the New Term Loans.

The New Term Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

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

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

As of December 31, 2024, $ 1,245.0 million was outstanding under the term loans, and there were no amounts outstanding under the first lien revolving facility.

In connection with its entry into the Credit Agreement and the associated reduction in term loan balance, the Company partially terminated the December 2023 Swap, reducing the notional amount thereof from $ 1,525.0 million to $ 1,075.0 million and received $ 2.0 million in proceeds from the counterparty.

The cash flow hedge was proportionally dedesignated under ASC 815 as of June 21, 2024.

As a result of the partial dedesignation, we recognized a gain of $ 5.7 million in Other Income.

The current interest rate swap effectively fixed interest payment obligations on the $ 1,075.0 million of principal of the New Term Loans at a rate of 7.17 % through November 2025, based on the interest rates set forth in the Credit Agreement.

Senior Secured First Lien Notes

On June 21, 2024, VFH and Valor Co-Issuer, Inc., a subsidiary of Virtu Financial, (the “Co-Issuer”) completed the offering of $ 500.0 million aggregate principal amount of 7.50 % senior secured first lien notes due 2031 (the “Notes”).

The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu Financial and the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as the trustee and collateral agent.

The Notes mature on June 15, 2031.

Interest on the Notes accrues at 7.50 % per annum, payable every six months through maturity on each June 15 and December 15, beginning on December 15, 2024.

We refer to VFH and the Co-Issuer together as, the “Issuers.”

The Notes and the related guarantees are secured by first-priority perfected liens on substantially all of the Issuers’ and guarantors’ existing and future assets, subject to certain exceptions, including all material personal property, a pledge of the

capital stock of the Issuers, the guarantors (other than Virtu Financial) and the direct subsidiaries of the Issuers and the guarantors and 100 % of the non-voting capital stock and up to 65.0 % of the voting capital stock of any now-owned or later acquired foreign subsidiaries that are directly owned by the Issuers or any of the guarantors, which assets also secure

obligations under the Credit Agreement on a first-priority basis.

The Indenture imposes certain limitations on our ability to (i) incur or guarantee additional indebtedness or issue preferred stock;

(ii) pay dividends, make certain investments and make repayments on indebtedness that is subordinated in right of payment to the Notes and make other “restricted payments”;

(iii) create liens on their assets to secure debt;

(iv) enter into transactions with affiliates;

(v) merge, consolidate or amalgamate with another company;

(vi) transfer and sell assets;

and (vii) permit restrictions on the payment of dividends by Virtu Financial’s subsidiaries.

The Indenture also contains customary events of default, including, among others, payment defaults related to the failure to pay principal or interest on Notes, covenant defaults, final maturity default or cross-acceleration with respect to material indebtedness and certain bankruptcy events.

Prior to June 15, 2027, we may redeem some or all of the Notes at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest, if any, to (but not including) the date of redemption, plus an applicable “make whole” premium.

Prior to June 15, 2027, we may also redeem up to 40 % of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 107.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of redemption.

Prior to June 15, 2027, we may also, on one or more occasions, redeem during each successive twelve-month period following June 21, 2024 up to 10 % of the aggregate original principal amount of notes, at a redemption price equal to 103 % of the principal amount of notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

On or after June 15, 2027, we may redeem some or all of the Notes, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to (but not including) the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

Period Percentage

2027 103.750 %

2028 101.875 %

2029 and thereafter

Upon the occurrence of specified change of control events as defined in the Indenture, we must offer to repurchase the outstanding Notes at 101 % of the aggregate principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.

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

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The principal balance was ¥ 3.5 billion ($ 22.3 million) as of December 31, 2024 and ¥ 3.5 billion ($ 24.8 million) as of December 31, 2023.

The Company had a gain of $ 1.9 million, $ 4.0 million, and $ 3.2 million during the years ended December 31, 2023, 2022, and 2021, respectively, due to changes in foreign currency rates.

The Company had gains of $ 2.6 million, $ 1.9 million, and $ 4.0 million during the years ended December 31, 2024, 2023, and 2022, respectively, due to changes in foreign currency rates.

As of December 31, 2024, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) December 31, 2023

(in thousands)

Thereafter 1,682,750

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The fair value of equities, options, on-the-run U.S.

government obligations and exchange traded notes is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities and certain other financial instruments, which are categorized as Level 2.

The Company’s corporate bonds, derivative contracts and other U.S.

government obligations have been categorized as Level 2.

government obligations, exchange traded notes and digital assets is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities and certain other financial instruments, which are categorized as Level 2.

The Company’s corporate bonds, derivative contracts, other U.S.

government obligations and receivables and payables linked to digital assets have been categorized as Level 2.

Fair value of the Company’s derivative contracts is based on the indicative prices obtained from a number of banks and broker-dealers, as well as management’s own analyses.

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Equity investment $ — $ — $ 75,843 $ — $ 75,843

Digital assets 81,671 — — — 81,671

Exchange stock 812 — — — 812

$ 82,483 $ — $ 75,843 $ — $ 158,326

Receivables from broker dealers and clearing organizations:

Receivables linked to digital assets 51,595 51,595

$ — $ 51,595 $ — $ — $ 51,595

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

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Interest rate swap $ — $ 2,572 $ — $ — $ 2,572

Payables linked to digital assets — 134,164 — — 134,164

$ — $ 136,736 $ — $ — $ 136,736

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

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$ 2,716 $ — $ 81,805 $ — $ 84,521

Receivables from broker dealers and clearing organizations:

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

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

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$ 1,632,305 $ 4,775,358 $ — $ ( 336,311 ) $ 6,071,352

Payables to broker dealers and clearing organizations:

Interest rate swap $ — $ 7,661 $ — $ — $ 7,661

$ — $ 7,661 $ — $ — $ 7,661

JNX Investment

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Securities purchased under agreements to resell 1,512,114 — 1,512,114 ( 1,512,114 ) — —

Receivables from broker-dealers and clearing organizations

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

Trading assets, at fair value:

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Securities sold under agreements to repurchase 1,795,994 — 1,795,994 ( 1,795,994 ) — —

Payables to broker-dealers and clearing organizations:

Interest rate swaps 7,661 — 7,661 — — 7,661

Trading liabilities, at fair value:

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Currency forwards Financial instruments owned 716,970 42,202,047 377,279 33,579,641

Derivative instruments designated as hedging instruments:

Interest rate swap Receivables from broker-dealers and clearing organizations — — 87,268 1,525,000

Derivatives Liabilities Financial Statement Location Fair Value Notional Fair Value Notional

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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 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023.

2022, and 2021.

Years Ended December 31,

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$ 5,842 $ ( 35,990 ) $ 106,329

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

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

The two interest rate swaps were terminated and dedesignated as cash flow hedges in December 2023.

The Company entered into a two-year $ 1,525 million floating-to-fixed interest rate agreement in December 2023.

(1) The Company entered into a two-year $ 1,525 million floating-to-fixed interest rate agreement in December 2023 (the “December 2023 Swap”).

The two-year interest rate swap met the criteria to be considered as a qualifying cash flow hedge under ASC 815 as of December 2023, and the mark-to-market gains (losses) on the instrument was deferred within Other comprehensive income on the Consolidated Statements of Comprehensive Income.

In June 2024, the Company partially terminated and dedesignated a portion of our ongoing December 2023 Swap to an updated notional of $ 1,075 million, and recorded a gain of $ 5.7 million in Other, net.

See Note 9 “Borrowings” for further details.

(2) The Company records the amortization of AOCI balances related to its previously terminated interest rate swaps in Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

See Note 9 “Borrowings” for further details on the terminated swaps.

Variable Interest Entities

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The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company has interests in two joint ventures (“JV”) that build and maintain microwave communication networks in the U.S., Europe, and Asia.

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 December 31, 2023, the Company held noncontrolling interests of 12.5 % and 50.0 %, respectively, in these JVs.

The Company has an interest in a joint venture (“JV”) that builds and maintains communication networks and related assets globally.

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

As of December 31, 2024, the Company held a noncontrolling interest of 50.0 % in the JV.

The Company previously held a noncontrolling interest of 12.5 % in another JV that also builds and maintains communication networks and related assets and followed a similar fee arrangement.

As of September 1, 2024, the Company had disposed of its interest in this JV.

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.

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As of December 31, 2024, the Company held approximately a 13.1 % 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.

The Company has an interest 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 December 31, 2024, the Company held approximately a 9.1 % noncontrolling interest in this JV.

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

The Company records its interest in each JV under the equity method of accounting and records its investment in the JVs within Other assets and its amounts payable for communication services provided by the applicable JVs within Accounts payable, accrued expenses and other liabilities on the Statements of Financial Condition.

The Company records its pro-rata share of each

JV's earnings or losses within Other, net and fees related to the use of communication services provided by the JVs within Communications and data processing on the Consolidated Statements of Comprehensive Income.

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

The Company records its interest in the JVs under the equity method of accounting and records its investment in the JVs within Other assets and its amounts payable for communication services provided by the telecommunication JVs within Accounts payable, accrued

expenses and other liabilities on the Statements of Financial Condition as applicable.

The Company records its pro-rata share of each JV's earnings or losses within Other, net and fees related to the use of communication services provided by the JVs within Communications and data processing on the Consolidated Statements of Comprehensive Income.

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.

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Equity investment $ 59,713 $ — $ 59,713 $ 273,905

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.

The Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform in 2022.

As of December 31, 2024, 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 Consolidated Financial Statements.

On April 19, 2024, the Company entered into an agreement to sell a 49 % interest in the multi-asset request-for-quote communication platform JV.

The sale is subject to various closing conditions including the receipt of certain regulatory approvals.

Upon the closing of the sale, the Company will retain a minority stake in the JV.

See Note 3 “Business Held for Sale” for further details.

Revenues from Contracts with Customers

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Through its front-end workflow solutions and network capabilities, the Company provides order and trade execution management and order routing services.

The Company provides trade order routing from its execution management system (“EMS”) to its execution services offerings, with each trade order routed through the EMS representing a separate performance obligation that is satisfied at a point in time.

Commissions earned are fixed and revenue is recognized on the trade date.

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The Company provides OMS and related software products and connectivity services to customers and recognizes license fee revenues and monthly connectivity fees.

License fee revenues, generated for the use of the Company’s OMS and other software products, is fixed and recognized at the point in time at which the customer is able to use and benefit from the license.

License fee revenues, generated for the use of the Company’s OMS and

other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the license.

Connectivity revenue is variable in nature, based on the number of live connections, and is recognized over time on a monthly basis using a time-based measure of progress.

The Company provides customers with analytics products and services, including trading and portfolio analytics tools.

The Company provides analytics products and services to customers and recognizes subscription fees, which are

fixed for the contract term, based on when the products and services are delivered.

The Company provides analytics products and services to customers and recognizes subscription fees, which are fixed for the contract term, based on when the products and services are delivered.

Analytics services can be delivered either over time (when customers are provided with distinct ongoing access to analytics data) or at a point in time (when reports are only delivered to the customer on a periodic basis).

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The Company is subject to U.S.

federal, state and local income tax at the rate applicable to corporations less the rate attributable to the noncontrolling interest in Virtu Financial.

federal, state and local income tax at the rate applicable to corporations for the share of income that is not attributable to the noncontrolling interest in Virtu Financial.

These noncontrolling interests are subject to U.S.

taxation as partnerships.

taxation at the partner level.

Accordingly, for the years ended December 31, 2024, 2023, and 2022, the income attributable to these noncontrolling interests is reported in the Consolidated Statements of Comprehensive Income, but the related U.S.

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

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.

Income tax expense includes foreign, state and local income tax where certain of the Company’s subsidiaries are subject to corporate taxation.

Included in Other assets on the Consolidated Statements of Financial Condition at December 31, 2024 and December 31, 2023 are current income tax receivables of $ 13.2 million and $ 44.3 million, respectively.

These balances primarily comprise income tax benefits due to the Company from federal, state and local, and foreign tax jurisdictions based on income before taxes.

These balances primarily comprise prepayments of income tax and income tax benefits due to the Company from federal, state and local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition at December 31, 2024 and December 31, 2023 are current tax liabilities of $ 22.5 million and $ 6.8 million, respectively.

These balances 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.

Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 5 “Tax Receivable Agreements”), 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.

There are no expiration dates on the deferred tax assets.

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federal, state or local net operating loss carryforwards and therefore the Company did not record a deferred tax asset related to any federal net operating loss carryforwards.

As a result of the acquisitions of ITG and KCG, the Company has non-U.S.

The Company has non-U.S.

net operating losses at December 31, 2024 and 2023 of $ 58.2 million and $ 304.5 million, respectively, and has recorded related deferred tax assets of $ 10.3 million and $ 57.1 million, respectively.

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federal, state, local and foreign jurisdictions.

As a result of the acquisitions of ITG and KCG, the Company has assumed any ITG and KCG tax exposures.

As of December 31, 2024, the Company’s tax years for 2015 through 2023 and 2017 through 2023 are subject to examination by U.S.

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The outcome of these examinations is not yet determinable.

However, the Company anticipates that adjustments to the unrecognized tax benefits, if any, will not result in a material change to the financial condition, results of

operations and cash flows.

However, the Company anticipates that adjustments to the unrecognized tax benefits, if any, will not result in a material change to the financial condition, results of operations and cash flows.

The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income or loss before income taxes and noncontrolling interest.

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

As previously disclosed, the U.S.

As previously disclosed in prior regulatory filings, the U.S.

Securities and Exchange Commission undertook an investigation of aspects of the Company’s internal information access barriers.

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Securities Litigation , No.

The Company also received a request for information related to the SEC investigation pursuant to Section 220 of the Delaware General Corporation Law from counsel for a purported stockholder.

The Company believes it has meritorious defenses against pending or contemplated claims that its public disclosures in relation to the SEC investigation were inadequate or misleading.

The Company also has received requests for information related to the SEC investigation pursuant to Section 220 of the Delaware General Corporation Law from counsel for purported stockholders.

The Company believes it has meritorious defenses against pending or contemplated claims that its public disclosures were inadequate or misleading.

The Company maintains that such disclosures were true and accurate and compliant with applicable law and will defend itself vigorously.

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

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

The complaint (the “220 Complaint”) alleged that the stockholder sought Company information to investigate (a) whether wrongdoing or mismanagement occurred in connection with distributions made to the partners of Virtu Financial pursuant to the Company’s Up-C corporate structure;

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

and (c) potential damages relating thereto.

The Company has made substantial productions of documents and other information in response to plaintiff's requests.

Though no substantive claim has been brought, the Company believes that any potential allegations of wrongdoing are without merit and is defending itself vigorously.

The Company made substantial productions of documents and other information in response to plaintiff's requests.

In January 2025, the plaintiff voluntarily dismissed the 220 Complaint and filed a complaint in the Court of Chancery of the State of Delaware naming the Company and its directors, officers, and controlling stockholder as defendants, alleging breaches of fiduciary duties which purportedly have caused harm to holders of the Company’s class A common stock.

The Company believes the allegations are without merit and intends to defend against them vigorously.

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

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The Company believes it has meritorious defenses against any unwinding of transactions, which it has asserted, and will continue to defend itself vigorously.

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

On December 1, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in N orthwest 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 initial complaint alleged that defendants engaged in market manipulation in the plaintiff’s stock during a period from 2018 to 2022.

A first amended complaint was filed on April 10, 2023, bringing substantially the same allegations as the initial complaint.

The first amended complaint was dismissed with leave to amend on February 14, 2024.

Plaintiff filed a second amended complaint on March 18, 2024.

Neither the operative complaint nor prior iterations specify the amount of alleged damages.

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

On October 7, 2024, the Company and its 50 % owned subsidiary, NLN Holdings, LLC, along with several other defendants, were named in a lawsuit brought by Skywave Networks, LLC in the United States District Court for the Northern District of Illinois, Skywave Networks, LLC v.

DiSomma, et al., 1:24-cv-09650 (N.D.Ill.).

The complaint alleges that defendants engaged in violations of federal law, 18 U.S.C.

1962, in connection with the application for and utilization of various licenses issued by the Federal Communications Commission, purportedly harming plaintiffs’ attempts to offer certain network communications capacity on a commercial basis.

The complaint does not specify any amount of alleged damages.

On February 13, 2025, the plaintiffs filed a First Amended Complaint which does not specify any amount of alleged damages.

The Company believes that the claims are without merit and intends to defend itself vigorously.

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, and utilizes its judgment in accordance with applicable accounting standards in booking any associated estimated liability.

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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.

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.

Further, in 2023, the SEC proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI) and to restrict volume based tiered pricing by equity exchanges in certain cases, approved an amendment to adopt a revised funding model for the Consolidated Audit Trail (CAT), and has indicated that additional rule proposals may be forthcoming.

Additionally, rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act were recently adopted, and are expected to broaden the scope of these registrant categories.

These pending or potential rule changes, to the extent adopted, could adversely affect the Company’s business or the Company’s industry.

In 2022 and 2023, the SEC under the prior administration proposed several rule changes focused on equity market structure reform, certain of which have been adopted while others remain pending.

The SEC has recently (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an 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”) which have a compliance date commencing in November 2025, though are currently subject to ongoing legal challenge, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing in November but is currently subject to legal challenge, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by a United States district court.

The remaining pending 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) 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, (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases, and the SEC has indicated that additional rule proposals may be forthcoming.

Further, on April 23, 2024, the Federal Trade Commission (FTC) announced a final rule banning most non-compete clauses in employer-employee contracts.

The final rule was scheduled to become effective on September 4, 2024, but it was enjoined by a federal district court in September 2024 on the grounds that the rule exceeds the FTC's authority.

The FTC is appealing the ruling and therefore its implementation has not yet been definitively resolved.

These pending or potential rule changes, to the extent adopted, along with those that have recently been adopted, 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.

Additional information regarding legal and regulatory risks is described within the “Risk Factors” section under the sub header of “Legal and Regulatory Risks” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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.

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

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

disclosed in its operating agreement.

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

The Company’s leases are primarily for corporate office space, datacenters, and technology equipment.

The leases have remaining terms of 1 to 9 years, some of which include options to extend the initial term at the Company's discretion.

The leases have remaining terms of one to eight years , some of which include options to extend the initial term at the Company’s discretion.

The lease terms used in calculating ROU assets and lease liabilities include the options to extend the initial term when the Company is reasonably certain of exercising the options.

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The Company also subleases certain office space and facilities to third parties.

The subleases have remaining terms of 1 to 8 years.

The subleases have remaining terms of one to eight years .

The Company recognizes amounts received from subleases on a straight-line basis over the term of the sublease within Operations and administrative expense on the Consolidated Statements of Comprehensive Income.

As the implied discount rate for most of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate on its secured borrowings in determining the present value of lease payments.

During the year ended December 31, 2021, the Company ceased use of certain office lease premises as part of efforts to consolidate office space.

For the year ended December 31, 2021, the Company recognized $ 28.1 million in Termination of office leases on the Consolidated Statement of Comprehensive Income, primarily related to the move of our global headquarters, comprising $ 9.6 million impairments of ROU assets, $ 17.6 million of write-off of leasehold improvements and fixed assets, and $ 1 million of dilapidation charges.

For the year ended December 31, 2024, the Company recognized $ 16.2 million in Termination of office leases on the Consolidated Statements of Comprehensive Income, primarily comprising of $ 10.0 million of impairments of ROU assets and $ 6.5 million of costs related to asset retirement obligations associated with its unoccupied leased office spaces.

Lease assets and liabilities are summarized as follows:

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As a result of the RSU Amendment, currently issued and outstanding RSUs held by the Company’s employees, including its executive officers, shall be deemed to be subject to the amended terms of the form award agreement, and any future RSU awards shall also be governed by such amended terms.

Amended and Restated Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan

On the ITG Closing Date, the Company assumed the Amended and Restated ITG 2007 Equity Plan and the Assumed Awards.

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 .

Share Repurchase Program

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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, which was subsequently extended through December 31, 2024.

On April 24, 2024, the Company’s Board of Directors authorized the expansion of the program by an additional $ 500 million to $ 1,720 million and extended the duration through April 24, 2026.

The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.

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The timing and amount of repurchase transactions are determined by the Company’s management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors.

From the inception of the program through December 31, 2023, the Company repurchased approximately 43.6 million shares of Class A Common Stock and Virtu Financial Units for

approximately $ 1,109.6 million.

From the inception of the program through December 31, 2024, the Company repurchased approximately 50.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,281.8 million.

As of December 31, 2024, the Company has approximately $ 438.2 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

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During the years ended December 31, 2024, 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 43,391 , 186,394 , and 92,930 units, respectively, in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

Warrant Issuance

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

Pursuant to the Warrant, the Founder Member 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.

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

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

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

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

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

Accumulated Other Comprehensive Income

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

Amended and Restated Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan

On the ITG Closing Date, the Company assumed the Amended and Restated ITG 2007 Equity Plan and certain stock option awards, restricted stock unit awards, deferred stock unit awards and performance stock unit awards granted thereunder ( the “Assumed Awards”).

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.

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

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In addition, the Company accrued compensation expense of $ 29.1 million, $ 22.2 million, and $ 31.9 million for the years ended December 31, 2024, 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 Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs (including the Assumed Awards) and RSAs for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes activity related to RSUs and RSAs for the years ended December 31, 2024, 2023, and 2022:

Number of RSUs and RSAs Weighted

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At December 31, 2024 5,564,532 $ 21.77

(1) Excluded in the number of RSUs and RSAs are 37,500 and 75,000 participating RSAs for December 31, 2023 and 2022, respectively, where the grant date has not been achieved because the performance conditions have not been met.

(1) Excluded in the number of RSUs and RSAs are 37,500 participating RSAs for years ended December 31, 2023, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 46.4 million, $ 42.5 million, and $ 36.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, of compensation expense in relation to RSUs.

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The Company’s U.S.

broker-dealer subsidiaries VAL and RFQ-Hub Americas LLC (“RAL”), are subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

broker-dealer subsidiaries VAL and RFQ-hub Americas LLC (“RAL”, which is currently held for sale, as described in Note 3 “Business Held for Sale”), are subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

RAL became a U.S.

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Virtu Americas LLC $ 412,626 $ 1,000 $ 411,626

RFQ-hub Americas LLC 1,425 15 1,410

As of December 31, 2023, VAL had $ 28.7 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 $ 6.1 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

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219,817 136,891 82,926

(1) Virtu Financial Canada ULC has resigned from membership from the Canadian Investment Regulatory Organization (“CIRO”) effective January 22, 2025, and its regulatory capital requirement as of December 31, 2024 was waived by CIRO.

As of December 31, 2024, Virtu Europe Trading Limited had $ 37 thousand of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

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

Virtu ITG Canada Corp $ 14,248 $ 184 $ 14,064

Virtu Canada Corp $ 14,630 $ 189 $ 14,441

Virtu Financial Canada ULC 1,197 189 1,008

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126,022 73,407 52,615

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.

As of December 31, 2023, Virtu Europe Trading Limited had $ 36 thousand 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.

Geographic Information and Business Segments

The Company operates its business in the U.S.

and internationally, primarily in Europe and Asia.

Significant transactions and balances between geographic regions occur primarily as a result of certain of the Company’s subsidiaries incurring operating expenses such as employee compensation, communications and data processing and other overhead costs, for the purpose of providing execution, clearing and other support services to affiliates.

Charges for transactions between regions are designed to approximate full costs.

Intra-region income and expenses and related balances have been eliminated in the geographic information presented below to accurately reflect the external business conducted in each geographical region.

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

The following table presents total revenues by geographic area for the years ended December 31, 2023, 2022, and 2021 :

Years Ended December 31,

(in thousands) 2023 2022 2021

United States $ 1,920,748 $ 1,914,223 $ 2,260,750

Ireland 206,507 222,178 305,509

Others 166,118 228,411 245,226

Total revenues $ 2,293,373 $ 2,364,812 $ 2,811,485

The Company has two operating segments:

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and one non-operating segment:

The Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, and commodities.

The Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities.

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

The Company engages in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, Electronic Communications Networks (“ECNs”) and alternative trading systems (“ATSs”).

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

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

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.

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.

The Company earns commissions and commission equivalents as an agent on behalf of clients as well as between principals to transactions;

The Company earns commissions as an agent on behalf of clients as well as between principals to transactions;

in addition, the Company will commit capital on behalf of clients as needed.

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

Management evaluates the performance of its segments on a pre-tax basis.

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 years ended December 31, 2023, 2022, and 2021 are summarized in the following table:

The segment is not considered a reportable operating segment as its results are not regularly reviewed by the Company’s Chief Operating Decisions Makers (“CODMs”).

The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies”.

The Company’s CODMs are the Chief Executive Officer and the Chief Operating Officers.

The CODMs use a top-line approach in regards to evaluating segment performance and making business decisions on resource allocations, focusing on each segment's trading-related activities.

Revenues, including breakdown of key trading-driven components of revenues, trading-related operating expenses, and pre-tax earnings by segment are regularly provided to the CODMs.

The CODMs review trading-related results by monitoring period-over-period trends and considering variances between actuals and expectations.

Corporate overhead and other shared expenses, as well as assets and liabilities by segment are not used for evaluating segment performance or in deciding how to allocate resources to segments.

The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the years ended December 31, 2024, 2023, and 2022 are summarized in the following table:

(in thousands) Market Making Execution Services Corporate (1) Consolidated Total

Total revenue $ 1,843,523 $ 446,542 $ 3,308 $ 2,293,373

Total revenues $ 2,374,096 $ 507,230 $ ( 4,377 ) $ 2,876,949

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 573,382 101,044 — 674,426

Interest and dividends expense 524,158 5,019 — 529,177

Other segment items (2) 685,504 339,407 3,465 1,028,376

Total operating expenses 1,783,044 445,470 3,465 2,231,979

Income (loss) before income taxes and noncontrolling interest $ 591,052 $ 61,760 $ ( 7,842 ) $ 644,970

315,602 10,440 ( 911 ) 325,131

Total revenue $ 1,812,839 $ 514,241 $ 37,732 $ 2,364,812

Income before income taxes and noncontrolling interest 480,559 41,342 34,897 556,798

Total revenue $ 2,203,046 $ 600,215 $ 8,224 $ 2,811,485

Income before income taxes and noncontrolling interest

925,968 70,019 917 996,904

Total revenues $ 1,843,523 $ 446,542 $ 3,308 $ 2,293,373

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 420,608 87,750 — 508,358

Interest and dividends expense 497,895 2,572 — 500,467

Other segment items (2) 609,418 345,780 4,219 959,417

Total operating expenses 1,527,921 436,102 4,219 1,968,242

Income (loss) before income taxes and noncontrolling interest $ 315,602 $ 10,440 $ ( 911 ) $ 325,131

Total revenues $ 1,812,839 $ 514,241 $ 37,732 $ 2,364,812

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 524,762 94,406 — 619,168

Interest and dividends expense 225,427 5,633 — 231,060

Other segment items (2) 582,091 372,860 2,835 957,786

Total operating expenses 1,332,280 472,899 2,835 1,808,014

Income (loss) before income taxes and noncontrolling interest $ 480,559 $ 41,342 $ 34,897 $ 556,798

(1) Corporate is a non-operating segment.

The Company presents its information as a part of reconciliation to Consolidated Totals.

(2) Other segment items for both reportable segments include:

Communication and data processing, Employee compensation and payroll taxes, Operations and administrative, Depreciation and amortization, Financing interest expense on long-term borrowings, and Debt issue cost related to debt refinancing, prepayment and commitment fees.

The Company operates its business in the U.S.

and internationally, primarily in Europe and Asia.

Charges for transactions between regions are designed to approximate full costs.

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

The following table presents total revenues by geographic area for the years ended December 31, 2024, 2023, and 2022 :

Year Ended December 31,

(in thousands) 2024 2023 2022

United States $ 2,362,481 $ 1,920,748 $ 1,914,223

Ireland 273,215 206,507 222,178

Others 241,253 166,118 228,411

Total revenues $ 2,876,949 $ 2,293,373 $ 2,364,812

Related Party Transactions

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

As of December 31, 2023, and December 31, 2022, the Company had a net payables to its affiliates of $ 1.5 million and a net receivables from its affiliates of $ 0.5 million, respectively.

As of December 31, 2024, and December 31, 2023, the Company had a net payables to its affiliates of $ 0.1 million and a net payables to its affiliates of $ 1.5 million, respectively.

The Company has held a minority interest in JNX since 2016 (see Note 10 “Financial Assets and Liabilities”).

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The Company paid $ 11.1 million, $ 12.1 million, and $ 13.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, to JNX for these trading activities.

The Company makes payments to two JVs (see Note 2 “Summary of Significant Accounting Policies”) to fund the construction of the microwave communication networks, and to purchase microwave communication networks, which are recorded within Communications and data processing on the Consolidated Statements of Comprehensive Income.

The Company made payments of $ 32.6 million, $ 27.7 million, and $ 25.3 million to the JVs for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company pays monthly use fees to a JV in which it holds an interest (see Note 12 “Variable Interest Entities”).

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

The Company previously held a similar arrangement with another telecommunication JV and paid a monthly use fee, and the Company disposed of its interests in this JV and ended the monthly fee arrangement as of September 1, 2024.

The Company made payments to these JVs of $ 35.5 million, $ 32.6 million, and $ 27.7 million to the JVs for the years ended December 31, 2024, 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 paid $ 4.8 million, received $ 16.0 million, and received $ 3.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company paid $ 8.0 million, paid $ 4.8 million, and received $ 16.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company made a one-time payment of $ 0.1 million to a founder-affiliated corporation for expenses related to the Company’s corporate events held in 2024.

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 during the year ended December 31, 2022.

Refer to Note 11 “Variable Interest Entities” for further details.

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

See Note 17 “Capital Structure” for a further discussion of the Company's share repurchase program.

As described in Note 8 “Borrowings” and Note 17 “Capital Structure”, on March 20, 2020 a subsidiary of the Company entered into an agreement with the Founder Member to establish the Founder Member Facility and, upon the execution of the Founder Member Facility and in consideration of the Founder Member’s commitments thereunder, the Company delivered to the Founder Member the Warrant.

The transactions were unanimously approved by the Company’s disinterested Directors.

The Founder Member Loan Term expired as of September 20, 2020.

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

The Company consolidates this JV and recorded noncontrolling interest of $ 39.2 million in the Consolidated Statements of Changes in Equity during the year ended December 31, 2022.

See Note 12 “Variable Interest Entities” for further details.

On April 19, 2024, the Company entered into an agreement to sell a 49 % interest in this JV.

The sale is subject to various closing conditions including the receipt of certain regulatory approvals.

Upon the closing of the sale, the Company will retain a minority stake in the JV.

See Note 3 “Business Held for Sale” for further details.

Parent Company

VFI is the sole managing member of Virtu Financial, which guarantees the indebtedness of its direct subsidiary under the First Lien Term Loan Facility (see Note 8 “Borrowings”).

VFI is the sole managing member of Virtu Financial, which guarantees the indebtedness of its direct subsidiary under the First Lien Term B-1 Loan Facility (see Note 9 “Borrowings”).

VFI is limited to its ability to receive distributions (including for purposes of paying corporate and other overhead expenses and dividends) from Virtu Financial under the Credit Agreement.

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Repurchase of Class C common stock ( 76 ) ( 2,330 ) —

Purchase of treasury stock ( 1,340 ) — —

Subsequent Events

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

On January 25, 2024, 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 March 15, 2024 to holders of record as of March 1, 2024.

On January 29, 2025, 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 March 17, 2025 to holders of record as of February 28, 2025.

On February 19, 2025 (the “Amendment No.

2 Effective Date”), the Company entered into Amendment No.

2 (“Amendment No.

2”), which amended the Credit Agreement.

Amendment No.

2 amends the Credit Agreement to, among other things, effect a repricing of the $ 1,245.0 million in aggregate principal amount of senior secured first lien term B-1 loans due 2031 outstanding under the Credit Agreement (the “Existing Term Loans”) by establishing a new refinancing tranche of $ 1,245.0 million in aggregate principal amount of senior secured first lien term B-2 loans (the “New Term B-2 Loans”), the proceeds of which were used to repay in full the Existing Term Loans on the Amendment No.

2 Effective Date.

The New Term B-2 Loans bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) term SOFR for a borrowing with an interest period of one month plus 1.0 % and (d) 1.0 %, plus, in each case, 1.50 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.50 %.

The New Term B-2 Loans will mature on June 21, 2031 and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the New Term B-2 Loans due on each anniversary of the Amendment No.

2 Effective Date.

The New Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data