What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-29 compared with 2024-10-28 · 320 added, 364 removed, 1094 unchanged (38% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2025 December 31,

3 unchanged sentences

Securities purchased under agreements to resell 1,153,090 983,941

Receivables from broker-dealers and clearing organizations ($ 41,837 and $ — at fair value, as of September 30, 2024 and December 31, 2023, respectively)

Receivables from broker-dealers and clearing organizations ($ 108,358 and $ 51,595 at fair value, as of March 31, 2025 and December 31, 2024, respectively)

1,857,854 1,100,850

3 unchanged sentences

Receivables from customers 189,382 149,804

Property, equipment and capitalized software (net of accumulated depreciation of $ 369,697 and $ 367,779 as of September 30, 2024 and December 31, 2023, respectively)

Property, equipment and capitalized software (net of accumulated depreciation of $ 388,684 and $ 380,202 as of March 31, 2025 and December 31, 2024, respectively)

92,815 91,415

1 unchanged sentence

Goodwill 1,148,926 1,148,926

Intangibles (net of accumulated amortization of $ 416,677 and $ 381,973 as of September 30, 2024 and December 31, 2023, respectively)

Intangibles (net of accumulated amortization of $ 440,243 and $ 428,460 as of March 31, 2025 and December 31, 2024, respectively)

190,280 203,188

1 unchanged sentence

Assets of business held for sale 4,573 4,615

Other assets ($ 105,162 and $ 84,521 , at fair value, as of September 30, 2024 and December 31, 2023, respectively)

Other assets ($ 129,387 and $ 158,326 , at fair value, as of March 31, 2025 and December 31, 2024, respectively)

349,902 357,740

4 unchanged sentences

Securities sold under agreements to repurchase 1,461,415 1,271,788

Payables to broker-dealers and clearing organizations ($ 88,318 and $ 7,661 , at fair value, as of September 30, 2024 and December 31, 2023, respectively)

Payables to broker-dealers and clearing organizations ($ 199,920 and $ 136,736 , at fair value, as of March 31, 2025 and December 31, 2024, respectively)

774,809 918,566

11 unchanged sentences

Stockholders' equity

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 137,223,462 and 134,901,037 shares, Outstanding — 86,392,168 and 89,092,686 shares at September 30, 2024 and December 31, 2023, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at September 30, 2024 and December 31, 2023, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 8,575,052 and 8,607,998 shares at September 30, 2024 and December 31, 2023, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at September 30, 2024 and December 31, 2023, respectively

Treasury stock, at cost, 50,831,294 and 45,808,351 shares at September 30, 2024 and December 31, 2023, respectively

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 139,581,948 and 137,479,751 shares, Outstanding — 85,757,311 and 84,976,325 shares at March 31, 2025 and December 31, 2024, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2025 and December 31, 2024, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 8,194,847 and 8,561,970 shares at March 31, 2025 and December 31, 2024, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 53,824,637 and 52,503,426 shares at March 31, 2025 and December 31, 2024, respectively

( 1,387,895 ) ( 1,339,913 )

Additional paid-in capital 1,475,903 1,432,240

Retained earnings (accumulated deficit) 1,097,693 1,000,403

Retained earnings 1,227,446 1,168,908

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2025 December 31,

9 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

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

Three Months Ended March 31,

(in thousands, except share and per share data) 2025 2024

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2024 and 2023

Three Months Ended March 31, 2025 and 2024

Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.

3 unchanged sentences

Balance at December 31, 2024 137,479,751 $ 1 8,561,970 $ — 60,091,740 $ 1 ( 52,503,426 ) $ ( 1,339,913 ) $ 1,432,240 $ 1,168,908 $ ( 7,063 ) $ 1,254,174 $ 233,203 $ 1,487,377

Share based compensation 2,596,226 — — — — — — — 28,883 — — 28,883 — 28,883

Treasury stock purchases ( 946,267 ) — — — — — ( 1,959,076 ) ( 35,889 ) — ( 16,013 ) — ( 51,902 ) — ( 51,902 )

Net income — — — — — — — — — 55,817 — 55,817 55,491 111,308

Foreign exchange translation adjustment — — — — — — — — — — ( 2,037 ) ( 2,037 ) ( 1,489 ) ( 3,526 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 894 894 653 1,547

Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 22,660 ) — ( 22,660 ) ( 44,929 ) ( 67,589 )

Balance at March 31, 2024 136,550,996 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 47,767,427 ) $ ( 1,202,188 ) $ 1,380,457 $ 1,017,547 $ 15,904 $ 1,211,722 $ 212,355 $ 1,424,077

Share based compensation 20,000 — — — — — — — 13,076 — — 13,076 — 13,076

Treasury stock purchases ( 8,665 ) — — — — — ( 1,384,593 ) ( 31,244 ) — ( 191 ) — ( 31,435 ) — ( 31,435 )

Stock options exercised 29,375 — — — — — — — 558 — 558 — 558

Net income — — — — — — — — — 66,586 — 66,586 61,531 128,117

Foreign exchange translation adjustment — — — — — — — — — — 221 221 215 436

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 7,416 ) ( 7,416 ) ( 5,494 ) ( 12,910 )

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 22,368 ) — ( 22,368 ) ( 70,727 ) ( 93,095 )

Balance at June 30, 2024 136,591,706 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 49,152,020 ) $ ( 1,233,432 ) $ 1,394,091 $ 1,061,574 $ 8,709 $ 1,230,944 $ 197,880 $ 1,428,824

Cumulative-effect adjustment due to the adoption of ASU 2023-08, net of tax — — — — — — — — — 21,800 — 21,800 — 21,800

Share based compensation 2,650,096 — — — — — — — 42,028 — — 42,028 — 42,028

5 unchanged sentences

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 1,211 ) ( 1,211 ) ( 899 ) ( 2,110 )

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

Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 22,164 ) — ( 22,164 ) ( 72,524 ) ( 94,688 )

1 unchanged sentence

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 350,858 ) — — — — — — — — — — —

Balance at September 30, 2024 137,223,462 $ 1 8,575,052 $ — 60,091,740 $ 1 ( 50,831,294 ) $ ( 1,282,210 ) $ 1,415,956 $ 1,097,693 $ 964 $ 1,232,405 $ 186,950 $ 1,419,355

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2024 and 2023

Balance at March 31, 2025 139,581,948 $ 1 8,194,847 $ — 60,091,740 $ 1 ( 53,824,637 ) $ ( 1,387,895 ) $ 1,475,903 $ 1,227,446 $ ( 5,554 ) $ 1,309,902 $ 251,754 $ 1,561,656

4 unchanged sentences

Share based compensation 2,596,226 — — — — — — — 28,883 — — 28,883 — 28,883

Repurchase of Class C common stock — ( 21,498 ) — — — — — ( 424 ) — — ( 424 ) — ( 424 )

Treasury stock purchases ( 946,267 ) — — — — — ( 1,959,076 ) ( 35,889 ) — ( 16,013 ) — ( 51,902 ) — ( 51,902 )

4 unchanged sentences

— — — — — — — — — ( 22,660 ) — ( 22,660 ) ( 44,929 ) ( 67,589 )

Issuance of common stock in connection with employee exchanges 152,037 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 152,037 ) — — — — — — — — — — —

Balance at March 31, 2024 136,550,996 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 47,767,427 ) $ ( 1,202,188 ) $ 1,380,457 $ 1,017,547 $ 15,904 $ 1,211,722 $ 212,355 $ 1,424,077

Share based compensation 20,000 — — — — — — — 12,050 — — 12,050 — 12,050

Treasury stock purchases ( 9,147 ) — — — — — ( 2,265,811 ) ( 41,579 ) — ( 165 ) — ( 41,744 ) — ( 41,744 )

Net income — — — — — — — — — 16,702 — 16,702 12,842 29,544

Foreign exchange translation adjustment — — — — — — — — — — 1,503 1,503 1,024 2,527

Net change in unrealized cash flow hedges gains — — — — — — — — — — 4,879 4,879 3,323 8,202

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 23,908 ) — ( 23,908 ) ( 69,744 ) ( 93,652 )

Balance at June 30, 2023 134,725,247 $ 1 8,856,531 $ — 60,091,740 $ 1 ( 40,720,600 ) $ ( 1,071,784 ) $ 1,335,269 $ 980,481 $ 31,132 $ 1,275,100 $ 277,201 $ 1,552,301

Share based compensation 144,783 — — — — — — — 11,634 — — 11,634 — 11,634

Repurchase of Class C common stock — — ( 214,176 ) — — — — — ( 3,596 ) — — ( 3,596 ) — ( 3,596 )

Treasury stock purchases ( 38,409 ) — — — — — ( 2,689,932 ) ( 48,717 ) — ( 703 ) — ( 49,420 ) — ( 49,420 )

Net income — — — — — — — — — 61,915 — 61,915 55,678 117,593

Foreign exchange translation adjustment — — — — — — — — — — ( 2,339 ) ( 2,339 ) ( 1,666 ) ( 4,005 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 4,466 ) ( 4,466 ) ( 3,180 ) ( 7,646 )

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

— — — — — — — — — ( 23,492 ) — ( 23,492 ) ( 82,719 ) ( 106,211 )

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges 34,357 — — — — — — — — — — — — —

Issuance of tax receivable agreements in connection with employee exchange — — ( 34,357 ) — — — — — — — — — — —

Balance at September 30, 2023 134,865,978 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 43,410,532 ) $ ( 1,120,501 ) $ 1,343,307 $ 1,018,201 $ 24,327 $ 1,265,336 $ 245,314 $ 1,510,650

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

4 unchanged sentences

Amortization of purchased intangibles and acquired capitalized software 11,783 14,687

Debt issue cost related to debt refinancing and prepayment 22,563 306

Amortization of debt issuance costs and deferred financing fees 1,597 1,720

18 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 31,647 ) ( 58,776 )

Net cash provided by operating activities 207,509 143,691

Net cash provided by (used in) operating activities 14,964 ( 395,414 )

Cash flows from investing activities

2 unchanged sentences

Other investing activities ( 1,350 ) ( 1,278 )

Net cash used in investing activities ( 55,659 ) ( 70,463 )

Net cash provided by (used in) investing activities ( 31,008 ) ( 27,476 )

Cash flows from financing activities

Dividends to stockholders and distributions from Virtu Financial to noncontrolling interest ( 94,688 ) ( 67,589 )

Repurchase of Class C common stock ( 1,566 ) —

Purchase of treasury stock ( 88,927 ) ( 51,823 )

3 unchanged sentences

Repayment of long-term borrowings ( 1,245,000 ) —

Proceeds from interest rate swaps 1,955 —

Payment of tax receivable agreement obligations ( 20,773 ) ( 20,226 )

Debt issuance costs ( 5,684 ) —

Net cash used in financing activities ( 272,827 ) ( 385,285 )

Net cash provided by (used in) financing activities ( 131,673 ) 362

Effect of exchange rate changes on cash and cash equivalents 4,740 ( 3,526 )

Net decrease in cash and cash equivalents ( 117,232 ) ( 311,887 )

Net increase (decrease) in cash and cash equivalents ( 142,977 ) ( 426,054 )

Cash, cash equivalents, and restricted or segregated cash, beginning of period 913,991 855,460

2 unchanged sentences

Cash paid for interest $ 133,920 $ 142,200

Cash paid for taxes 11,918 6,609

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

Cash paid for taxes 32,576 33,595

Non-cash investing activities

2 unchanged sentences

Repurchase of Class C common stock 921 —

Purchase of treasury stock 166 —

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

7 unchanged sentences

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

As of September 30, 2024, VFI owned approximately 57.2 % of the membership interests of Virtu Financial.

As of March 31, 2025, VFI owned approximately 57.4 % of the membership interests of Virtu Financial.

VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”).

39 unchanged sentences

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

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

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

subsidiaries.

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

3 unchanged sentences

For a detailed discussion of the Company's significant accounting policies, see Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Digital Assets Held

Effective January 1, 2025, the Company adopted Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) using a modified retrospective approach.

This ASU requires measurement of in-scope crypto assets at fair value with gains or losses from remeasurement recognized in net income.

The Company, through a foreign subsidiary, had previously entered into certain token purchase, grant and/or similar agreements to purchase, be granted and/or otherwise acquire a certain amount of crypto tokens.

At December 31, 2024, based on the nature of the assets, these tokens were recorded at cost within Intangibles on the Consolidated Statements of Financial Condition, in accordance with ASC 350, Intangibles—Goodwill and Other.

Upon adoption, the Company records these tokens at fair value within Other assets on the Condensed Consolidated Statements of Financial Condition.

As of January 1, 2025, the Company recorded a fair value adjustment of $ 25.4 million and established a deferred tax liability of $ 3.6 million, for a net cumulative-effect adjustment of $ 21.8 million in the beginning balance of Retained earnings.

Subsequently, the Company remeasures these tokens at fair value at the end of each reporting period with changes recognized through Other, net on the Condensed Consolidated Statements of Comprehensive Income.

The Company has other digital assets which were measured at fair value at December 31, 2024 based on the nature of the assets and the specialized accounting applied.

The Company uses the “first-in, first-out” method to determine the cost basis for its Digital assets held.

Accounting Pronouncements Recently Adopted

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) .

The ASU clarifies the impact of contractual sale restrictions on the fair value of an equity security.

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

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

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

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

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

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

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

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

Accounting Pronouncements Not Yet Adopted as of September 30, 2024

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

This ASU provides updated guidance on accounting for the formation of joint ventures.

This ASU is effective prospectively for joint ventures formed on or after January 1, 2025.

The Company does not expect it to have a material impact on its Condensed 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 fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

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

The Company adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed Consolidated Financial Statements.

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

This ASU requires measurement of in-scope crypto assets at fair value and provides updated guidance on presentation and disclosure requirements for crypto assets.

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

The Company is currently evaluating the impact of this ASU on its Condensed Consolidated Financial Statements and related disclosures, and will adopt the disclosure requirements for the periods beginning after December 15, 2024.

Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

This ASU requires disclosure of additional information on effective tax rate reconciliation and income taxes paid.

This ASU is effective for annual 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 Condensed Consolidated Financial Statements and related disclosures.

The Company adopted this ASU on January 1, 2025.

See above and Note 11 “Digital Assets Held” for details on the impact of the adoption.

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 Condensed Consolidated Financial Statements and related disclosures.

The Company adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed Consolidated Financial Statements.

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 adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted as of March 31, 2025

Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

This ASU requires disclosure of additional information on effective tax rate reconciliation and income taxes paid.

This ASU is effective for annual 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 Condensed Consolidated Financial Statements and related disclosures.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

These ASUs require disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization.

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

The amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

Business Held for Sale

1 unchanged sentence

(“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 the fourth quarter of 2024 but remains subject to various closing conditions including the receipt of certain regulatory approvals.

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 September 30, 2024:

(in thousands) March 31, 2025 December 31, 2024

Business assets and liabilities held for sale:

Receivables from broker-dealers and clearing organizations $ 140 $ 194

3 unchanged sentences

Liabilities $ ( 1,455 ) $ ( 1,526 )

Total carrying value of RFQ-hub as of September 30, 2024:

Total carrying value of RFQ-hub $ 3,118 $ 3,089

Earnings per Share

The below table contains a reconciliation of Net income before income taxes and noncontrolling interest to Net income available for common stockholders:

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

Three Months Ended March 31,

(in thousands) 2025 2024

5 unchanged sentences

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

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

Three Months Ended March 31,

(in thousands, except for share or per share data) 2025 2024

6 unchanged sentences

Basic earnings per share $ 1.09 $ 0.59

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

Three Months Ended March 31,

(in thousands, except for share or per share data) 2025 2024

6 unchanged sentences

Diluted earnings per share (1) $ 1.08 $ 0.59

(1) Excluded from the computation of diluted Earnings per share were 68,988 and 34,622 unexercised stock options for the three and nine months ended September 30, 2023, respectively, because inclusion of the options would have been anti-dilutive.

There were none excluded for the three and nine months ended September 30, 2024.

(1) Excluded from the computation of diluted Earnings per share were 45,814 unexercised stock options for the three months ended March 31, 2024, because inclusion of the options would have been anti-dilutive.

There were none excluded for the Three months ended March 31, 2025.

Tax Receivable Agreements

2 unchanged sentences

Subsequent adjustments of the tax receivable agreements obligations due to certain events (e.g., changes to the expected realization of NOLs or changes in tax rates) will be recognized within income before taxes and noncontrolling interests in the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments totaling $ 114.0 million from February 2017 through September 2024.

The Company made payments totaling $ 134.8 million from February 2017 through March 2025 with respect to its TRA obligation.

Tax receivable payments are expected to range from approximately $ 0.1 million to $ 22.1 million per year over the next 15 years.

At September 30, 2024 and December 31, 2023, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 119.6 million and $ 135.7 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 196.3 million and $ 216.5 million at September 30, 2024 and December 31, 2023, respectively.

The amounts recorded as of September 30, 2024 and December 31, 2023 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

At March 31, 2025 and December 31, 2024, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 109.0 million and $ 114.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 175.8 million and $ 196.6 million for March 31, 2025 and December 31, 2024, respectively.

The amounts recorded as of March 31, 2025 and December 31, 2024 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

federal and state income tax returns for the years in which tax savings were realized.

4 unchanged sentences

and one non-operating segment:

As of September 30, 2024 and December 31, 2023, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three and nine months ended September 30, 2024 and 2023.

The following table presents the details of goodwill by segment as of September 30, 2024 and December 31, 2023:

As of March 31, 2025 and December 31, 2024, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three months ended March 31, 2025 and 2024.

The following table presents the details of goodwill by segment as of March 31, 2025 and December 31, 2024:

(in thousands) Market Making Execution Services Corporate Total

1 unchanged sentence

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 September 30, 2024 and December 31, 2023, the Company's total amount of intangible assets recorded was $ 215.0 million and $ 257.5 million, respectively.

Acquired intangible assets consisted of the following as of September 30, 2024 and December 31, 2023:

As of September 30, 2024

As of March 31, 2025 and December 31, 2024, the Company’s total amount of intangible assets recorded was $ 190.3 million and $ 203.2 million, respectively.

Acquired intangible assets consisted of the following as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

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

6 unchanged sentences

ETF buyer relationships 950 ( 950 ) — 9

Other $ 1,125 $ — $ 1,125 Indefinite

$ 630,523 $ ( 440,243 ) $ 190,280

10 unchanged sentences

$ 631,648 $ ( 428,460 ) $ 203,188

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 16.0 million for the three months ended September 30, 2024 and 2023, respectively, and $ 38.7 million and $ 48.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 14.7 million for the three months ended March 31, 2025 and 2024, respectively.

This is included in Amortization of purchased intangibles and acquired capitalized software in the accompanying Condensed Consolidated Statements of Comprehensive Income.

3 unchanged sentences

Receivables from/Payables to Broker-Dealers and Clearing Organizations

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at September 30, 2024 and December 31, 2023:

(in thousands) September 30, 2024 December 31, 2023

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2025 and December 31, 2024:

(in thousands) March 31, 2025 December 31, 2024

Due from prime brokers $ 652,207 $ 344,662

12 unchanged sentences

(1) The Company presents its balances, including outstanding principal balances on all broker credit facilities, on a net-by-counterparty basis within receivables from and payables to broker-dealers and clearing organizations when the criteria for offsetting are met .

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 143.9 million and $ 175.3 million as of September 30, 2024 and December 31, 2023, respectively.

The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions.

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 158.1 million and $ 123.0 million as of March 31, 2025 and December 31, 2024, respectively.

The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s

ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions.

The credit facilities are fully collateralized by the Company’s trading accounts and deposit accounts with these financial institutions.

2 unchanged sentences

The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions.

At September 30, 2024 and December 31, 2023, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at September 30, 2024 and December 31, 2023 are summarized as follows:

(in thousands) September 30, 2024 December 31, 2023

At March 31, 2025 and December 31, 2024, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at March 31, 2025 and December 31, 2024 are summarized as follows:

(in thousands) March 31, 2025 December 31, 2024

Securities received as collateral:

3 unchanged sentences

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements.

Financial instruments owned and pledged, where the counterparty has the right to repledge, at September 30, 2024 and December 31, 2023 consisted of the following:

(in thousands) September 30, 2024 December 31, 2023

Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2025 and December 31, 2024 consisted of the following:

(in thousands) March 31, 2025 December 31, 2024

Equities $ 2,411,625 $ 2,269,299

3 unchanged sentences

The following summarizes the Company’s short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below.

September 30, 2024

March 31, 2025

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

5 unchanged sentences

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

Short-term bank loans 28,541 — 28,541

$ 38,541 $ — $ 38,541

Broker-Dealer Credit Facilities

7 unchanged sentences

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

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

Borrowing Base B Loans are subject to a sublimit of $ 300 million, which was amended to $ 350 million in February 2025, and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum.

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

4 unchanged sentences

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

At September 30, 2024

At March 31, 2025

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

5 unchanged sentences

(1) 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 September 30, 2024.

There was no balance outstanding under Borrowing Base B Loan as of March 31, 2025

At December 31, 2024

6 unchanged sentences

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

The following summarizes interest expense for the broker-dealer facilities.

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

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

Three Months Ended March 31,

(in thousands) 2025 2024

6 unchanged sentences

The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities.

At September 30, 2024, there was $ 19.6 million short-term bank loans associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 5.2 %.

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

At March 31, 2025 and December 31, 2024, there was $ 6.2 million and $ 28.5 million, respectively, of short-term bank loans associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 3.4 % and 5.0 %, respectively.

Outstanding short-term bank loan balances are included within Short-term borrowings on the Condensed 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 March 31, 2025 and December 31, 2024, there were no balance outstanding under this short-term bank loan.

Prime Brokerage Credit Facilities

1 unchanged sentence

The proceeds of these facilities are used to meet margin requirements associated with the products traded by the Company in the ordinary course, and amounts borrowed are collateralized by the Company’s trading accounts with the applicable financial institution.

At September 30, 2024

At March 31, 2025

(in thousands) Weighted Average

12 unchanged sentences

(1) Outstanding borrowings are included with Receivables from/Payables to broker-dealers and clearing organizations within the Condensed Consolidated Statements of Financial Condition.

Interest expense in relation to the facilities was $ 2.4 million and $ 3.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 7.4 million and $ 10.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest expense in relation to the facilities was $ 2.5 million and $ 2.6 million for the three months ended March 31, 2025 and 2024 , respectively.

Long-Term Borrowings

The following summarizes the Company’s long-term borrowings, net of unamortized discount and debt issuance costs, where applicable:

At September 30, 2024

At March 31, 2025

(in thousands) Maturity

11 unchanged sentences

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

2 unchanged sentences

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 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.

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.

2 unchanged sentences

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.

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 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.

2 unchanged sentences

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 Credit Agreement.

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

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

Pursuant to the Amended 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 Credit Agreement.

Additionally, the Amended 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.

As of September 30, 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 Amended 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 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 No.

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

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

Pursuant to the First Amended Credit Agreement, $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “Term B-1 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 First Amended 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 No.

1 Effective Date.

The Term B-1 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 1.00 % 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 Term B-1 Loans will mature on the seventh anniversary of the Amendment No.

1 Effective Date and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the Term B-1 Loans.

The Term B-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

In connection with its entry into the First Amended 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 rate of 7.17 % through November 2025, based on the interest rates set forth in the Amended Credit Agreement.

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

On February 19, 2025 (the “Amendment No.

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

2 to the First Amended Credit Agreement (“Amendment No.

Amendment No.

2 amends the First Amended Credit Agreement (as amended, the “Credit Agreement”) to, among other things, effect a repricing of the $ 1,245.0 million in aggregate principal amount of Term B-1 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 “Term B-2 Loans”), the proceeds of which were used to repay in full the Term B-1 Loans on the Amendment No.

2 Effective Date.

The 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 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 Term B-2 Loans due on each anniversary of the Amendment No.

2 Effective Date.

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

The current interest rate swap effectively fixes interest payment obligations on the $ 1,075.0 million of principal of the Term B-2 Loans at a rate of 6.92 % through November 2025, based on the interest rates set forth in the Credit Agreement.

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.

As of March 31, 2025, $ 1,245.0 million was outstanding under the current term loans, and there were no amounts outstanding under the first lien revolving facility.

Senior Secured First Lien Notes

7 unchanged sentences

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 Amended and Restated Credit Agreement on a first-priority basis.

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;

7 unchanged sentences

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 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 with the net cash proceeds from certain equity offerings.

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.

4 unchanged sentences

2029 and thereafter

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

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.

6 unchanged sentences

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

The principal balance was ¥ 3.5 billion ($ 24.4 million) as of September 30, 2024 and ¥ 3.5 billion ($ 24.8 million) as of December 31, 2023.

The Company had a loss of $ 2.6 million and a gain of $ 0.8 million during the three months ended September 30, 2024 and 2023, respectively, and a gain of $ 0.4 million and a gain of $ 3.3 million during the nine months ended September 30, 2024 and 2023, respectively, due to changes in foreign currency rates.

As of September 30, 2024, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) September 30, 2024

The principal balance was ¥ 3.5 billion ($ 23.3 million) as of March 31, 2025 and ¥ 3.5 billion ($ 22.3 million) as of December 31, 2024.

The Company had a loss of $ 1.1 million and a gain of $ 1.7 million during the three months ended March 31, 2025 and 2024, respectively, due to changes in foreign currency rates.

As of March 31, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands)

Remainder of 2025 $ —

14 unchanged sentences

Consequently, such financial instruments are classified as Level 2.

Fair value measurements for those items measured on a recurring basis are summarized below as of September 30, 2024:

September 30, 2024

Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2025:

March 31, 2025

(in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value

46 unchanged sentences

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:

8 unchanged sentences

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

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

$ — $ 136,736 $ — $ — $ 136,736

4 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

As of March 31, 2025 and December 31, 2024, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

2) a market approach based on average enterprise value/EBITDA ratios of comparable companies;

2 unchanged sentences

The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for the JNX Investment:

September 30, 2024

March 31, 2025

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

1 unchanged sentence

Discount rate 16.0 % - 16.0 %

Market Future enterprise value/ EBIDTA ratio 6.9 x - 16.7 x

Market Future enterprise value/ EBITDA ratio 6.8 x - 17.4 x

December 31, 2024

2 unchanged sentences

Discount rate 16.4 % - 16.4 %

Market Future enterprise value/ EBIDTA ratio 8.7 x - 17.8 x

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

Market Future enterprise value/ EBITDA ratio 7.5 x - 18.0 x

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

The following presents the changes in the Company’s Level 3 financial instruments measured at fair value on a recurring basis:

Three Months Ended September 30, 2024

(in thousands) Balance at June 30, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2024 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2024

Other assets:

Equity investment $ 79,031 $ — $ 8,567 $ — $ — $ 87,598 $ 8,567

Other — — — — —

Total $ 79,031 $ — $ 8,567 $ — $ — $ 87,598 $ 8,567

(1) Total realized and unrealized gains/(losses) includes gains and losses due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Three Months Ended September 30, 2023

(in thousands) Balance at June 30, 2023 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2023 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2023

Other assets:

Equity investment $ 71,059 $ — $ 1,340 $ — $ — $ 72,399 $ 1,340

Other — — — — — — —

Total $ 71,059 $ — $ 1,340 $ — $ — $ 72,399 $ 1,340

Nine Months Ended September 30, 2024

(in thousands) Balance at December 31, 2023 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2024 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Balance at December 31, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2025

Other assets:

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Nine Months Ended September 30, 2023

(in thousands) Balance at December 31, 2022 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2023 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2023

Three Months Ended March 31, 2024

(in thousands) Balance at December 31, 2023 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2024 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2024

Other assets:

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The fair value of the Company’s long-term borrowings is based on quoted prices from the market for similar instruments, and is categorized as Level 2 in the fair value hierarchy.

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of September 30, 2024:

September 30, 2024

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2025:

March 31, 2025

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

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In the tables below, the amounts of financial instruments owned that are not offset in the Condensed Consolidated Statements of Financial Condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments.

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of September 30, 2024 and December 31, 2023:

September 30, 2024

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2025 and December 31, 2024:

March 31, 2025

Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statement of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition

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Securities purchased under agreements to resell 1,153,090 — 1,153,090 ( 1,153,090 ) — —

Receivables from broker-dealers and clearing organizations:

Trading assets, at fair value:

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Total $ 4,393,356 $ ( 681,878 ) $ 3,711,478 $ ( 3,646,945 ) $ ( 53,758 ) $ 10,775

The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged as of September 30, 2024 and December 31, 2023:

September 30, 2024

March 31, 2025

Remaining Contractual Maturity

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Total $ 2,431,878 $ — $ — $ — $ — $ 2,431,878

Digital Assets Held

The following table summarizes Digital assets held at March 31, 2025 and December 31, 2024:

(in thousands, except units) March 31, 2025 December 31, 2024

Units Cost Basis Fair Value Carrying Value (1)

Bitcoin 235 $ 19,416 $ 19,420 $ 59,925

Ethereum 4,079 7,339 7,447 11,212

PYTH tokens 75,121,251 1,161 10,517 1,158

Other NM 6,362 6,197 10,501

Total Digital assets held $ 34,278 $ 43,581 $ 82,796

(1) 75.0 million PYTH tokens were recorded at a carrying value of $ 1.1 million at cost in Intangibles as of December 31, 2024.

As of March 31, 2025, 75.0 million PYTH tokens with a fair value of $ 10.5 million are subject to selling restrictions.

The time-based selling restrictions will unlock annually between 2025 and 2027.

Derivative Instruments

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at September 30, 2024 and December 31, 2023:

(in thousands) September 30, 2024 December 31, 2023

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2025 and December 31, 2024:

(in thousands) March 31, 2025 December 31, 2024

Derivatives Assets 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 Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023.

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

Three Months Ended March 31,

(in thousands) Financial Statements Location 2025 2024

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Options Trading income, net 8,582 13,038

Interest rate swap on term loan (1) Other, net — ( 474 ) 5,686 ( 1,406 )

Interest rate swap on term loans (1) Other, net — —

Terminated interest rate swaps (2) Financing interest expense on long-term borrowings ( 2,910 ) ( 11,702 )

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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 September 30, 2024, the Company held a noncontrolling interest of 50.0 % in the JV.

As of March 31, 2025, 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.

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The Company has an interest in a JV that offers derivatives trading technology and execution services to broker-dealers, professional traders and select hedge funds.

As of September 30, 2024, the Company held approximately a 9.8 % noncontrolling interest in this JV.

As of March 31, 2025, the Company held approximately a 9.8 % noncontrolling interest in this JV.

The Company has an interest in a JV that operates a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S.

As of September 30, 2024, the Company held approximately a 13.5 % noncontrolling interest in this JV.

As of March 31, 2025, the Company held approximately a 13.1 % noncontrolling interest in this JV.

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 September 30, 2024, the Company held approximately a 6.9 % noncontrolling interest in this JV.

As of March 31, 2025, the Company held approximately a 9.1 % noncontrolling interest in this JV.

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 Condensed 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.

The following table presents the Company’s nonconsolidated VIEs at September 30, 2024:

The following table presents the Company’s nonconsolidated VIEs at March 31, 2025:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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

As of September 30, 2024, the Company held a 51 % controlling interest in this entity.

As of March 31, 2025, the Company held a 51 % controlling interest in this entity.

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

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Disaggregation of Revenues

The following tables present the Company’s revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Company’s segments, for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 12,721 $ 85,126 $ — $ 97,847

Workflow technology — 24,145 — 24,145

Analytics — 9,629 — 9,629

Total revenue from contracts with customers 12,721 118,900 — 131,621

Other sources of revenue 563,939 6,827 4,453 575,219

Total revenues $ 576,660 $ 125,727 $ 4,453 $ 706,840

Timing of revenue recognition:

Services transferred at a point in time $ 576,660 $ 107,457 $ 4,453 $ 688,570

Services transferred over time — 18,270 — 18,270

Total revenues $ 576,660 $ 125,727 $ 4,453 $ 706,840

Three Months Ended September 30, 2023

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 6,343 $ 73,121 $ — $ 79,464

Workflow technology — 21,526 — 21,526

Analytics — 9,286 — 9,286

Total revenue from contracts with customers 6,343 103,933 — 110,276

Other sources of revenue 511,008 8,520 360 519,888

Total revenues $ 517,351 $ 112,453 $ 360 $ 630,164

Timing of revenue recognition:

Services transferred at a point in time $ 517,351 $ 94,152 $ 360 $ 611,863

Services transferred over time — 18,301 — 18,301

Total revenues $ 517,351 $ 112,453 $ 360 $ 630,164

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 691,172 $ 141,008 $ 5,689 $ 837,869

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

(in thousands) Market Making Execution Services Corporate Total

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Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

As of September 30, 2024 and 2023, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

As of March 31, 2025 and 2024, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

Contract Assets and Contract Liabilities

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The Company records a contract liability when payment is received prior to the time at which the satisfaction of the service obligation occurs.

Receivables related to revenues from contracts with customers amounted to $ 61.9 million and $ 56.4 million as of September 30, 2024 and December 31, 2023, respectively.

Receivables related to revenues from contracts with customers amounted to $ 72.6 million and $ 62.1 million as of March 31, 2025 and December 31, 2024, respectively.

The Company did not identify any contract assets.

There were no impairment losses on receivables as of September 30, 2024.

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed in advance of satisfying the performance obligations.

Deferred revenue related to contracts with customers was $ 9.4 million and $ 8.4 million as of September 30, 2024 and December 31, 2023, respectively.

The Company recognized the full amount of revenue during the nine months ended September 30, 2024 and 2023, that had been recorded as deferred revenue in the respective prior year.

There were no impairment losses on receivables as of March 31, 2025.

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed

in advance of satisfying the performance obligations.

Deferred revenue related to contracts with customers was $ 10.0 million and $ 8.1 million as of March 31, 2025 and December 31, 2024, respectively.

The Company recognized the full amount of revenue during the three months ended March 31, 2025 and 2024, that had been recorded as deferred revenue in the respective prior year.

The Company has not identified any costs to obtain or fulfill its contracts under ASC 606.

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.

Accordingly, for the three and nine months ended September 30, 2024 and 2023, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

taxation at the partner level.

Accordingly, for the three months ended March 31, 2025 and 2024, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

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

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

The Company’s provisions for income taxes and effective tax rates were $ 28.1 million, and 19.1 %, and $ 20.5 million, and 14.9 % for the three months ended September 30, 2024 and 2023, respectively, and $ 83.9 million, and 19.0 %, and $ 51.1 million, and 16.6 % for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s provisions for income taxes and effective tax rates were $ 34.1 million, and 15.2 %, and $ 28.5 million, and 20.4 % for the three months ended March 31, 2025 and 2024, respectively.

Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at September 30, 2024 and December 31, 2023 are current income tax receivables of $ 34.1 million and $ 44.3 million, respectively.

The balances at September 30, 2024 and December 31, 2023 primarily comprised income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at September 30, 2024 and December 31, 2023 are current tax liabilities of $ 16.3 million and $ 6.8 million, respectively.

The balances at September 30, 2024 and December 31, 2023 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 5 “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.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2025 and December 31, 2024 are current income tax receivables of $ 27.6 million and $ 13.2 million, respectively.

The balances at March 31, 2025 and December 31, 2024 primarily comprised prepayments of income tax and income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at March 31, 2025 and December 31, 2024 are current tax liabilities of $ 40.4 million and $ 22.5 million, respectively.

The balances at March 31, 2025 and December 31, 2024 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 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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Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.

At September 30, 2024 and December 31, 2023, the Company did not have any U.S.

At March 31, 2025 and December 31, 2024, the Company did not have any U.S.

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.

net operating losses at September 30, 2024 and December 31, 2023, of $ 301.6 million and $ 304.5 million, respectively, and has recorded related deferred tax assets of $ 56.4 million and $ 57.1 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at September 30, 2024 and December 31, 2023 as it is more likely than not that these deferred tax assets will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of September 30, 2024 and December 31, 2023 because it is more likely than not that these deferred tax assets will be fully realized.

The Company has non-U.S.

net operating losses at March 31, 2025 and December 31, 2024, of $ 56.5 million and $ 58.2 million, respectively, and has recorded related deferred tax assets of $ 10.0 million and $ 10.3 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at March 31, 2025 and December 31, 2024 as it is more likely than not that these deferred tax assets will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of March 31, 2025 and December 31, 2024 because it is more likely than not that these deferred tax assets will be fully realized.

The Company is subject to taxation in U.S.

federal, state, local and foreign jurisdictions.

As of September 30, 2024, the Company’s tax years for 2015 through 2023 and 2016 through 2023 were subject to examination by U.S.

As of March 31, 2025, the Company’s tax years for 2015 through 2023 and 2017 through 2023 are subject to examination by U.S.

tax authorities, respectively.

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

In addition, the Company is subject to state and local income tax examinations in various jurisdictions for the tax years 2013 through 2023.

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Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively.

The Company had $ 8.2 million of unrecognized tax benefits as of September 30, 2024, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of September 30, 2024.

The Company had $ 23.0 million of unrecognized tax benefits as of March 31, 2025, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2025.

Commitments, Contingencies and Guarantees

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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 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 believes it has meritorious defenses against 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.

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.

On March 26, 2025, members of the Company’s Board of Directors and certain current and former executives were named in a derivative complaint in Adams v.

1:25-cv-1688 filed on behalf of the Company in which it is asserted that the defendants breached fiduciary duties to the Company related to the FS matter.

A similar derivative complaint was filed on April 9, 2025 in Deisz v.

, 25-CV-1958 in the Eastern District of New York against current and former members of the Board of Directors and executives.

The defendants deny that they breached any fiduciary duties related to the FS matter and intend on defending themselves vigorously.

On November 30, 2020, the Company was named as a defendant in In re United States Oil Fund, LP Securities Litigation , No.

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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 intends to defend itself vigorously against any such allegations.

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

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

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

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

The Company believes it has meritorious defenses against any unwinding of transactions, and the court granted its motion to dismiss in March 2025.

The debtor plaintiff is appealing the dismissal as of April 2025.

The Company 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 N orthwest Biotherapeutics, Inc.

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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.

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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.

In 2022 and 2023, the SEC proposed several rule changes focused on equity market structure reform, certain of which have 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 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, (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 is expected to broaden the scope of these registrant categories.

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.

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Lease assets and liabilities are summarized as follows:

(in thousands) Financial Statement Location September 30, 2024 December 31, 2023

(in thousands) Financial Statement Location March 31, 2025 December 31, 2024

Operating leases

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Weighted average remaining lease term

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The components of lease expense are as follows:

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

Three Months Ended March 31,

(in thousands) 2025 2024

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Variable 1,456 1,508

Impairment of ROU Asset — —

Total Operating lease cost $ 18,987 $ 19,939

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Total Finance lease cost $ 2,491 $ 2,991

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of September 30, 2024, are as follows:

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2025, are as follows:

(in thousands) Operating Leases Finance Leases

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as reported within the Condensed Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

(in thousands) September 30, 2024 December 31, 2023

(in thousands) March 31, 2025 December 31, 2024

Cash and cash equivalents $ 723,650 $ 872,513

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The Founder Member controls approximately 87.0 % of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock.

The Company holds approximately a 57.2 % interest in Virtu Financial at September 30, 2024.

The Company holds approximately a 57.4 % interest in Virtu Financial at March 31, 2025.

During the period prior to the Company’s IPO and certain reorganization transactions consummated in connection with the IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders.

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

As of September 30, 2024 and December 31, 2023, there were 4,007,826 and 4,040,772 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 32,946 and 422,068 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the nine months ended September 30, 2024 and 2023, respectively.

As of March 31, 2025 and December 31, 2024, there were 3,627,621 and 3,994,744 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 367,123 and none of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2025 and 2024, respectively.

Amended and Restated 2015 Management Incentive Plan

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

From the inception of the program through September 30, 2024, the Company repurchased approximately 48.7 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,224.7 million.

As of September 30, 2024, the Company has approximately $ 495.3 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

From the inception of the program through March 31, 2025, the Company repurchased approximately 51.6 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,330.0 million.

As of March 31, 2025, the Company has approximately $ 390.0 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the nine months ended September 30, 2024 and 2023, 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 31,097 and 186,394 units, respectively, in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

During the three months ended March 31, 2025, 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 350,858 units 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.

There were no employee exchanges during the three months ended March 31, 2024.

Accumulated Other Comprehensive Income

The following table presents the changes in Other Comprehensive Income for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

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(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Condensed Consolidated Statements of Comprehensive Income.

As of September 30, 2024, the Company expects approximately $ 11.1 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Three Months Ended September 30, 2023

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 41,970 $ 3,733 $ ( 8,199 ) $ 37,504

Foreign exchange translation adjustment ( 10,838 ) ( 2,339 ) — ( 13,177 )

Total $ 31,132 $ 1,394 $ ( 8,199 ) $ 24,327

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

Nine Months Ended September 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 23,416 $ 9,781 $ ( 27,503 ) $ 5,694

Foreign exchange translation adjustment ( 6,369 ) 1,639 — ( 4,730 )

Total $ 17,047 $ 11,420 $ ( 27,503 ) $ 964

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

As of September 30, 2024, the Company expects approximately $ 11.1 million to be reclassified from AOCI into earnings over the next 12 months.

As of March 31, 2025, the Company expects approximately $ 0.4 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

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Share-based Compensation

Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 18 “Capital Structure”, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of four years from grant date and expires not later than 10 years from the date of grant.

The following table summarizes activity related to stock options for the nine months ended September 30, 2024 and 2023:

Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of 4 years from grant date and expires not later than 10 years from the date of grant.

The following table summarizes activity related to stock options for the three months ended March 31, 2025 and 2024:

Options Outstanding Options Exercisable

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Forfeited or expired — — — — —

At September 30, 2023 1,511,776 $ 19.00 1.49 1,511,776 $ 19.00

At March 31, 2024 1,511,776 $ 19.00 1.00 1,511,776 $ 19.00

At December 31, 2024 813,750 $ 19.00 0.24 813,750 $ 19.00

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Forfeited or expired — — — — —

At September 30, 2024 1,025,981 $ 19.00 0.49 1,025,981 $ 19.00

At March 31, 2025 693,750 $ 19.00 0.00 693,750 $ 19.00

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

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

For the nine months ended September 30, 2024 and 2023, respectively, there were 878,091 and 868,315 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 6.9 million and $ 5.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 19.6 million and $ 17.9 million for the nine months ended September 30, 2024 and 2023, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs and RSAs for the nine months ended September 30, 2024 and 2023:

For the three months ended March 31, 2025 and 2024, respectively, there were 528,221 and 878,091 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 7.2 million and $ 4.9 million for the three months ended March 31, 2025 and 2024, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs and RSAs for the three months ended March 31, 2025 and 2024:

Number of RSUs and RSAs Weighted

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Vested ( 2,596,226 ) 19.79

At September 30, 2023 4,975,336 $ 23.81

At March 31, 2024 4,731,351 $ 22.51

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

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Vested ( 2,650,096 ) 24.96

At September 30, 2024 5,510,000 $ 21.38

(1) Excluded in the number of RSUs and RSAs are 37,500 participating RSAs for nine months ended September 30, 2023, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 11.1 million and $ 9.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 31.3 million and $ 29.8 million for the nine months ended September 30, 2024 and 2023, respectively, of compensation expense in relation to RSUs.

As of September 30, 2024 and December 31, 2023, total unrecognized share-based compensation expense related to unvested RSUs was $ 61.7 million and $ 55.2 million, respectively, and this amount is to be recognized over a weighted average period of 1.1 years and 0.9 years, respectively.

At March 31, 2025 5,575,511 $ 28.97

(1) Excluded in the number of RSUs and RSAs are 600,000 and 487,500 participating RSAs for three months ended March 31, 2025 and 2024, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 15.4 million and $ 10.2 million for the three months ended March 31, 2025 and 2024, respectively, of compensation expense in relation to RSUs.

As of March 31, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $ 118.0 million and $ 53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.6 years and 0.9 years, respectively.

Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.

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The Company’s U.S.

broker-dealer subsidiaries VAL and RFQ-hub Americas LLC (“RAL”, as described in Note 3 “Business Held for Sale”, which is currently 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.

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.

broker-dealer in June 2023.

Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.0 million of capital in connection with the operation of its designated market maker (“DMM”) business as of September 30, 2024.

The required amount is determined under the exchange rules as the greater of (i) $ 1.0 million or (ii) $ 75,000 for every 0.1 % of NYSE transaction dollar volume in each of the securities for which the Company is registered as the DMM.

The regulatory capital and regulatory capital requirements of the Company’s U.S.

subsidiaries as of September 30, 2024 was as follows:

subsidiaries as of March 31, 2025 was as follows:

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

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RFQ-hub Americas LLC 542 11 531

As of September 30, 2024, VAL had $ 30.2 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 $ 6.3 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

As of March 31, 2025, VAL had $ 40.7 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 $ 6.4 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

The balances are included within Cash restricted or segregated under regulations and other on the Condensed Consolidated Statements of Financial Condition.

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The Company’s foreign subsidiaries are subject to regulatory capital requirements set by local regulatory bodies, including the Canadian Investment Regulatory Organization (“CIRO”), the Central Bank of Ireland (“CBI”), the Financial Conduct Authority (“FCA”) in the United Kingdom, the Australian Securities and Investments Commission (“ASIC”), the Securities and Futures Commission in Hong Kong (“SFC”), and the Monetary Authority of Singapore (“MAS”).

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of September 30, 2024 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of March 31, 2025 were as follows:

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

Virtu Canada Corp (1) $ 11,841 $ 174 $ 11,667

Virtu Financial Canada ULC 1,326 185 1,141

Virtu Europe Trading Limited (1) 59,506 27,332 32,174

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Virtu ITG UK Limited (1)

2,109 969 1,140

Virtu ITG Australia Limited 27,726 12,715 15,011

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(1) Preliminary

As of September 30, 2024, Virtu Europe Trading Limited had $ 62 thousand of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

As of March 31, 2025, Virtu Europe Trading Limited had $ 0.1 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.

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

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

Virtu Canada Corp $ 12,327 $ 174 $ 12,153

Virtu Financial Canada ULC (1) — — —

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219,817 136,891 82,926

(1) Virtu Financial Canada ULC has resigned from membership with 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 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 three and nine months ended September 30, 2024 and 2023 :

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

(in thousands) 2024 2023 2024 2023

United States $ 576,606 $ 537,574 $ 1,662,612 $ 1,475,541

Ireland 63,024 52,181 192,346 153,633

Others 67,210 40,409 187,706 128,222

Total revenues $ 706,840 $ 630,164 $ 2,042,664 $ 1,757,396

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.

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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 (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended September 30, 2024 and 2023 are summarized in the following table:

(in thousands) Market

Making Execution

Services Corporate Consolidated

Total revenue $ 576,660 $ 125,727 $ 4,453 $ 706,840

Income (loss) before income taxes and noncontrolling interest

125,556 18,275 3,329 147,160

Total revenue $ 517,351 $ 112,453 $ 360 $ 630,164

Income (loss) before income taxes and noncontrolling interest 130,252 7,814 39 138,105

The Company’s Pre-tax earnings by segment for the nine months ended September 30, 2024 and 2023 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 three months ended March 31, 2025 and 2024 are summarized in the following table:

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

Total revenue $ 1,667,450 $ 370,575 $ 4,639 $ 2,042,664

Total revenues $ 691,172 $ 141,008 $ 5,689 $ 837,869

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 194,303 27,572 — 221,875

Interest and dividends expense 130,051 1,277 — 131,328

Other segment items (2) 177,638 82,234 1,058 260,930

Total operating expenses 501,992 111,083 1,058 614,133

Income (loss) before income taxes and noncontrolling interest $ 189,180 $ 29,925 $ 4,631 $ 223,736

397,050 43,118 2,197 442,365

Total revenue $ 1,421,522 $ 340,045 $ ( 4,171 ) $ 1,757,396

Total revenues $ 521,008 $ 117,788 $ 4,043 $ 642,839

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 115,866 23,933 — 139,799

Interest and dividends expense 125,158 870 — 126,028

Other segment items (2) 153,031 83,742 419 237,192

Total operating expenses 394,055 108,545 419 503,019

Income (loss) before income taxes and noncontrolling interest $ 126,953 $ 9,243 $ 3,624 $ 139,820

298,104 16,711 ( 6,478 ) 308,337

(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 three months ended March 31, 2025 and 2024 :

Three Months Ended March 31,

(in thousands) 2025 2024

United States $ 709,109 $ 522,069

Ireland 84,695 63,018

Others 44,065 57,752

Total revenues $ 837,869 $ 642,839

Related Party Transactions

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

As of September 30, 2024 and December 31, 2023 the Company had net payables to its affiliates of $ 1.1 million and $ 1.5 million, respectively.

As of March 31, 2025 and December 31, 2024 the Company had net payables to its affiliates of $ 1.7 million and $ 0.1 million, respectively.

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

The Company pays exchange fees to JNX for the trading activities conducted on its proprietary trading system.

The Company paid $ 3.5 million and $ 2.4 million for the three months ended September 30, 2024 and 2023, respectively, and $ 8.5 million and $ 8.4 million for the nine months ended September 30, 2024 and 2023, respectively, to JNX for these trading activities.

The Company paid $ 2.5 million and $ 2.2 million for the three months ended March 31, 2025 and 2024, respectively, to JNX for these trading activities.

The Company pays monthly use fees to a JV in which it holds an interest (see Note 13 “Variable Interest Entities”).

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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 $ 13.5 million and $ 12.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 28.3 million and $ 25.2 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company made payments to these JVs of $ 7.2 million and $ 7.4 million for the three months ended March 31, 2025 and 2024, 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 made payments of $ 1.1 million and $ 2.2 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.9 million and $ 2.4 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company made payments of $ 2.7 million and $ 1.5 million for the three months ended March 31, 2025 and 2024, respectively.

Subsequent Events

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

On October 24, 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 December 15, 2024 to holders of record as of December 1, 2024.

On April 22, 2025, the Company’s Board of Directors authorized the addition of 7,500,000 shares of Class A Common Stock, along with certain other limited changes to the Amended and Restated 2015 Management Incentive Plan, subject to stockholder approval at the Company’s upcoming annual meeting on June 2, 2025.

On April 23, 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 June 16, 2025 to holders of record as of May 30, 2025.

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

What changed 10-Q

Item 1. Financial Statements