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Item 2. Management’s Discussion and Analysis

2025-04-29 compared with 2024-10-28 · 183 added, 284 removed, 603 unchanged (44% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis covers the three and nine months ended September 30, 2024, and 2023 should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended September 30, 2024, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and accompanying notes and MD&A for the year ended December 31, 2023, which are included in Item 8 and 7 respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The following management’s discussion and analysis covers the three months ended March 31, 2025 and 2024 should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended March 31, 2025, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and accompanying notes and MD&A for the year ended December 31, 2024, which are included in Item 8 and 7, respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

This management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties.

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• risks inherent to the electronic market making business and trading generally;

• SEC proposals focused on equity markets which may, if adopted, materially change U.S.

• SEC proposals under the prior administration focused on equity markets which may, if adopted, materially change U.S.

equity market structure, including by reducing overall trading volumes, reducing off-exchange trading and market making opportunities, requiring additional tools, platforms and services to register as an ATS or exchange, and generally increasing the implicit and explicit cost as well as the complexity of the U.S.

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• risks associated with international operations and expansion, including failed acquisitions or dispositions;

• the effects of and changes in economic conditions (such as volatility in the financial markets, increased inflation, monetary conditions and foreign currency and continued or exacerbated exchange rate fluctuations, foreign currency controls and/or government mandated pricing controls, as well as in trade, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities), and other global events such as fires, geopolitical conflicts, natural disasters, pandemics or extreme weather;

• the effects of and changes in economic conditions (such as volatility in the financial markets, increased inflation, monetary conditions and foreign currency and continued or exacerbated exchange rate fluctuations, foreign currency controls and/or government mandated pricing controls, as well as in trade, tariff, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities), and other global events such as fires, geopolitical conflicts, natural disasters, pandemics or extreme weather;

• risks associated with potential growth and associated corporate actions;

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• risks associated with losing access to a significant exchange or other trading venue;

• risks associated with changes in governmental administrations and agencies.

Our forward-looking statements made herein are made only as of the date of this Quarterly Report on Form 10-Q.

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Credit Agreement

On March 1, 2019, the “ITG Closing Date”, we announced the completed acquisition of Investment Technology Group, Inc.

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

In connection with the ITG Acquisition, Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), and Impala Borrower LLC (the “Acquisition Borrower”), a subsidiary of the Company, entered into a credit agreement, with the lenders party thereto, Jefferies Finance LLC, as administrative agent and Jefferies Finance LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners (the “Acquisition Credit Agreement”).

The Acquisition Credit Agreement provided (i) a senior secured first lien term loan (together with the Acquisition Incremental Term Loans, as defined below;

the “Acquisition First Lien Term Loan Facility”) in an aggregate principal amount of $1,500.0 million, drawn in its entirety on the ITG Closing Date, of which approximately $404.5 million was borrowed by VFH to repay all amounts outstanding under a previous term loan facility and the remaining approximately $1,095.0 million borrowed by the Acquisition Borrower to finance the consideration and fees and expenses paid in connection with the ITG Acquisition, and (ii) a $50.0 million senior secured first lien revolving facility to VFH (the “Acquisition First Lien Revolving Facility”), with a $5.0 million letter of credit subfacility and a $5.0 million swingline subfacility.

After the ITG Closing Date, VFH assumed the obligations of the Acquisition Borrower in respect of the acquisition term loans.

On October 9, 2019, VFH entered into an amendment (“Amendment No.

1”), which amended the Acquisition Credit Agreement dated as of March 1, 2019, to, among other things, provide for $525.0 million in aggregate principal amount of incremental term loans (the “Acquisition Incremental Term Loans”), and amend the related collateral agreement.

On March 2, 2020, VFH entered into a second amendment (“Amendment No.

2”), which further amended the Acquisition Credit Agreement to, among other things, reduce the interest rate spread over adjusted London Interbank Offered Rate (“LIBOR”) or the alternate base rate by 0.50% per annum and eliminated any step-down in the spread based on VFH’s first lien leverage ratio.

On January 13, 2022 (the “Credit Agreement Closing Date”), VFH and Virtu Financial 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 Acquisition 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.

On June 21, 2024, 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 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 “Original Credit Agreement”).

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.

On June 21, 2024 (the “Amendment No.

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

1 to the Original Credit Agreement (as amended, 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.

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.

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

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In connection with the IPO, non-qualified stock options to purchase 9,228,000 shares were granted at the IPO per share price, each of which vested in equal annual installments over a period of four years from the grant date and expire not later than 10 years from the grant date.

Subsequent to the IPO and through September 30, 2024, options to purchase 1,646,500 shares in the aggregate were forfeited and 6,555,519 options were exercised.

Subsequent to the IPO and through March 31, 2025, options to purchase 1,646,500 shares in the aggregate were forfeited and 6,887,750 options were exercised.

The fair value of the stock option grants was determined through the application of the Black-Scholes-Merton model and was recognized on a straight-line basis over the vesting period.

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There are no material differences between our condensed consolidated financial statements and the financial statements of Virtu Financial except as follows:

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of September 30, 2024 in the amount of $50.7 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of September 30, 2024 in the amount of $118.9 million and tax receivable agreement obligation in the amount of $196.3 million, in each case as described in greater detail in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q;

(iii) a portion of the member’s equity of Virtu Financial is represented as noncontrolling interest on our Condensed Consolidated Statements of Financial Condition as of September 30, 2024;

and (iv) provision for corporate income tax in the amount of $18.3 million and $53.2 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024, respectively.

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of March 31, 2025 in the amount of $68.5 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of March 31, 2025 in the amount of $122.3 million and tax receivable agreement obligation in the amount of $175.8 million, in each case as described in greater detail in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q;

(iii) a portion of the member’s equity of Virtu Financial is represented as noncontrolling interest on our Condensed Consolidated Statements of Financial Condition as of March 31, 2025;

and (iv) provision for corporate income tax in the amount of $20.9 million and $20.9 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025, respectively.

Components of Our Results of Operations

The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the three and nine months ended September 30, 2024 and 2023:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the three months ended March 31, 2025 and 2024:

(in thousands) Three Months Ended March 31,

Market Making 2025 2024

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Total operating expenses 501,992 394,055

Income before income taxes and noncontrolling interest 125,556 130,252 397,050 298,104

Income (loss) before income taxes and noncontrolling interest 189,180 126,953

Execution Services

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Total operating expenses 111,083 108,545

Income before income taxes and noncontrolling interest 18,275 7,814 43,118 16,711

Income (loss) before income taxes and noncontrolling interest 29,925 9,243

Total revenue 5,689 4,043

Total operating expenses 1,058 419

Income before income taxes and noncontrolling interest 3,329 39 2,197 (6,478)

Income (loss) before income taxes and noncontrolling interest 4,631 3,624

Total revenue 837,869 642,839

Total operating expenses 614,133 503,019

Income before income taxes and noncontrolling interest $ 147,160 $ 138,105 $ 442,365 $ 308,337

The following table shows our results of operations for the three and nine months ended September 30, 2024 and 2023:

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

Income (loss) before income taxes and noncontrolling interest $ 223,736 $ 139,820

The following table shows our results of operations for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(in thousands) 2025 2024

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Net income available to stockholders and basic and diluted earnings per share are 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

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Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks.

Trading income, net, accounted for 63% and 59% of our total revenues for the nine months ended September 30, 2024 and 2023, respectively.

Trading income, net, accounted for 70% and 63% of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

Interest and dividends income.

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Revenues or losses are recognized due to the changes in fair value of the investment or fluctuations in Japanese Yen conversion rates within Other, net.

Other, net can also include gains on sales of strategic investments and businesses, as well as revenues from service agreements related to the sale of businesses.

Other, net can also include gains on sales of strategic investments and businesses, settlement fund recoveries, remeasurement gains or losses on certain digital assets held, as well as revenues from service agreements related to the sale of businesses.

Operating Expenses

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Employee compensation and payroll taxes include employee salaries, cash and non-cash incentive compensation, employee benefits, payroll taxes, severance and other employee related costs.

Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Amended and Restated 2015 Management Incentive Plan and Class A Common Stock underlying certain awards assumed pursuant to the Amended and Restated ITG 2007 Equity Plan.

Interest and dividends expense.

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Termination of office leases.

Termination of office leases represents the write-off expense related to certain office space we ceased use of as part of the effort to integrate and consolidate office space.

Termination of office leases represents the write-off expense and asset retirement obligations related to certain office space we ceased use of as part of the effort to integrate and consolidate office space.

The aggregate write-off amount includes the impairment of operating lease right-of-use assets, leasehold improvements and fixed assets, and dilapidation charges.

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• “Adjusted Net Trading Income”, which is the amount of revenue we generate from our market making activities, or Trading income, net, plus Commissions, net and technology services, plus Interest and dividends income, less direct costs associated with those revenues, including Brokerage, exchange, clearance fees and payments for order flow, net, and Interest and dividends expense.

We also disclose Adjusted Net Trading Income by segment, including daily averages.

We also disclose Adjusted Net Trading Income by segment, and as daily averages by dividing Adjusted Net Trading Income by the number of trading days in a given period.

Starting in the fourth quarter of 2024, we began counting days on which U.S.

equities exchanges close early or otherwise operate for less than a full trading day as half-days, whereas previously such days were counted as whole days.

Prior periods have not been restated as the impact of the change is immaterial in relation to our average daily Adjusted Net Trading Income.

Management believes that Adjusted Net Trading Income is useful for comparing general operating performance from period to period.

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GAAP measure.

The following table reconciles the Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins 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) 2025 2024

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(4) Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.

The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS 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, except share and per share data) 2025 2024

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(2) Assumes that (1) holders of all vested and unvested non-vesting Virtu Financial Units (together with corresponding shares of the Company’s Class C common stock, par value $0.00001 per share (the “Class C Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of Class A Common Stock on a one-for-one basis, (2) holders of all Virtu Financial Units (together with corresponding shares of the Company’s Class D common stock, par value $0.00001 per share (the “Class D Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-for-one basis, and subsequently exercised their right to convert the shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis.

Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the three and nine months ended September 30, 2024 and 2023.

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment 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

Trading income, net $ 440,442 $ 3,555 $ — $ 443,997

Commissions, net and technology services 12,721 118,900 — 131,621

Interest and dividends income 122,065 3,164 — 125,229

Brokerage, exchange, clearance fees and payments for order flow, net (152,316) (24,429) — (176,745)

Interest and dividends expense (134,912) (1,158) — (136,070)

Adjusted Net Trading Income $ 288,000 $ 100,032 $ — $ 388,032

Three Months Ended September 30, 2023

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 310,523 $ 5,562 $ — $ 316,085

Commissions, net and technology services 6,343 103,933 — 110,276

Interest and dividends income 124,803 2,890 — 127,693

Brokerage, exchange, clearance fees and payments for order flow, net (101,077) (22,168) — (123,245)

Interest and dividends expense (132,523) (279) — (132,802)

Adjusted Net Trading Income $ 208,069 $ 89,938 $ — $ 298,007

Nine Months Ended September 30, 2024

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 382,018 $ 115,122 $ — $ 497,140

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 273,678 $ 93,193 $ — $ 366,871

The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

2024 2023 % Change

Market Making $ 288,000 $ 208,069 38.4%

Execution Services 100,032 89,938 11.2%

Adjusted Net Trading Income $ 388,032 $ 298,007 30.2%

Three Months Ended September 30,

Average Daily Adjusted Net Trading Income by Segment (in thousands):

2024 2023 % Change

Market Making $ 4,500 $ 3,303 36.3%

Execution Services 1,563 1,428 9.5%

Average Daily Adjusted Net Trading Income $ 6,063 $ 4,731 29.8%

Nine Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

2024 2023 % Change

The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the three months ended March 31, 2025 and 2024:

(in thousands, except %) 2025 2024

Adjusted Net Trading Income by Segment:

Total Average Daily (1)

% Total Average Daily %

Market Making $ 382,018 $ 6,367 76.8 % $ 273,678 $ 4,487 74.6 %

Execution Services 115,122 1,919 23.2 % 93,193 1,528 25.4 %

Corporate — — — % — — — %

Adjusted Net Trading Income $ 497,140 $ 8,286 100.0 % $ 366,871 $ 6,015 100.0 %

Nine Months Ended September 30,

Average Daily Adjusted Net Trading Income by Segment (in thousands):

2024 2023 % Change

Market Making $ 4,507 $ 3,632 24.1%

Execution Services 1,557 1,447 7.6%

Average Daily Adjusted Net Trading Income $ 6,064 $ 5,079 19.6%

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

(1) Effective fourth quarter 2024, we began counting days on which U.S.

equities exchanges close early or otherwise operate for less than a full trading day as half-days.

Prior periods have not been restated as the impact of the change is immaterial in relation to our average daily Adjusted Net Trading Income.

There were no half-days during the three months ended March 31, 2025.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Total Revenues

Our total revenues increased $76.6 million, or 12.2%, to $706.8 million for the three months ended September 30, 2024, compared to $630.2 million for the three months ended September 30, 2023.

The increase was primarily driven by an increase of $127.9 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $21.3 million in Commissions, net and technology services due to strengthened institutional engagement, offset by a decrease of $70.1 million in Other, net, as a result of gains on settlement fund recoveries received during the three months ended September 30, 2023.

The following table shows total revenues by segment for the three months ended September 30, 2024 and 2023.

Three Months Ended September 30,

Our total revenues increased $195.1 million, or 30.4%, to $837.9 million for the three months ended March 31, 2025, compared to $642.8 million for the three months ended March 31, 2024.

The increase was primarily driven by an increase of $181.9 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $32.7 million in Commissions, net and technology services due to strengthened institutional engagement, offset by a decrease of $22.6 million in Other, net, as a result of remeasurement losses on certain digital assets held recorded during the three months ended March 31, 2025 and gains on settlement fund recoveries received during the three months ended March 31, 2024.

The following table shows total revenues by segment for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

(in thousands, except for percentage) 2025 2024 % Change

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Commissions, net and technology services 17,312 7,202 140.4%

Other, net 1,432 75,682 (98.1)%

Other, net (15,200) 6,306 NM

Total revenues from Market Making $ 691,172 $ 521,008 32.7%

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Commissions, net and technology services 133,995 111,409 20.3%

Other, net 108 68 58.8%

Total revenues from Execution Services $ 125,727 $ 112,453 11.8%

Other, net (2,963) (208) NM

Total revenues from Corporate $ 4,453 $ 360 NM

Total revenues from Execution Services $ 141,008 $ 117,788 19.7%

Other, net $ 5,689 $ 4,043 40.7%

Total revenues from Corporate $ 5,689 $ 4,043 40.7%

Trading income, net $ 589,983 $ 408,095 44.6%

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Commissions, net and technology services 151,307 118,611 27.6%

Other, net 5,993 76,110 (92.1)%

Other, net (12,474) 10,141 NM

Total revenues $ 837,869 $ 642,839 30.3%

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Trading income, net was primarily earned by our Market Making segment.

Trading income, net increased $127.9 million, or 40.5% to $444.0 million for the three months ended September 30, 2024, compared to $316.1 million for the three months ended September 30, 2023.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended September 30, 2024 compared to the same period in 2023.

Trading income, net increased $181.9 million, or 44.6% to $590.0 million for the three months ended March 31, 2025, compared to $408.1 million for the three months ended March 31, 2024.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended March 31, 2025 compared to the same period in 2024.

Rather than analyzing trading income, net, in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income, together with Interest and dividends income, Interest and dividends expense, Commissions, net and technology services and Brokerage, exchange, clearance fees and payments for order flow, net, each of which is described below.

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Interest and dividends income was primarily earned by our Market Making segment.

Interest and dividends income decreased $2.5 million, or 2.0%, to $125.2 million for the three months ended September 30, 2024, compared to $127.7 million for the three months ended September 30, 2023.

This decrease was primarily attributable to a decrease in interest income earned on cash collateral posted as part of securities borrowing transactions driven by lower interest rates for the period compared to the same period during the prior year.

Interest and dividends income increased $3.1 million, or 2.9%, to $109.1 million for the three months ended March 31, 2025, compared to $106.0 million for the three months ended March 31, 2024.

This increase was primarily attributable to higher interest income earned on cash collateral posted driven by an increase in securities borrowing transactions for the period compared to the same period during the prior year.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

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Commissions, net and technology services revenues were primarily earned by our Execution Services segment.

Commissions, net and technology services revenues increased $21.3 million, or 19.3%, to $131.6 million for the three months ended September 30, 2024, compared to $110.3 million for the three months ended September 30, 2023.

Commissions, net and technology services revenues increased $32.7 million, or 27.6%, to $151.3 million for the three months ended March 31, 2025, compared to $118.6 million for the three months ended March 31, 2024.

This increase was driven by higher client volumes and increasing institutional engagement compared to the same period in 2024.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Other, net decreased $70.1 million, to $6.0 million for the three months ended September 30, 2024, compared to $76.1 million for the three months ended September 30, 2023.

The three months ended September 30, 2023 included gains on settlement fund recoveries in which we are eligible to participate based on our transactions in the applicable products.

Other, net decreased $22.6 million, to $(12.5) million for the three months ended March 31, 2025, compared to $10.1 million for the three months ended March 31, 2024.

The three months ended March 31, 2025 included remeasurement losses on certain digital assets held during the period.

The three months ended March 31, 2024 included gains on settlement fund recoveries in which we are eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $90.0 million, or 30.2%, to $388.0 million for the three months ended September 30, 2024, compared to $298.0 million for the three months ended September 30, 2023.

This increase was primarily attributable to higher Trading income, net due to higher trading volumes and increased opportunities during the three months ended September 30, 2024 compared to the same period in 2023, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net as described below.

Average daily Adjusted Net Trading Income increased $1.4 million, or 29.8%, to $6.1 million for the three months ended September 30, 2024, compared to $4.7 million for the three months ended September 30, 2023.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $130.3 million, or 35.5%, to $497.1 million for the three months ended March 31, 2025, compared to $366.9 million for the three months ended March 31, 2024.

This increase was primarily attributable to higher Trading income, net due to higher trading volumes and increased opportunities during the three months ended March 31, 2025 compared to the same period in 2024, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net as described below.

Average daily Adjusted Net Trading Income increased $2.3 million, or 38.3%, to $8.3 million for the three months ended March 31, 2025, compared to $6.0 million for the three months ended March 31, 2024.

For a full description of Adjusted Net Trading Income and a reconciliation of Adjusted Net Trading Income to trading income, net, see “Non-GAAP Financial Measures and Other Items” in this Item 2.

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Operating Expenses

Our operating expenses increased $67.6 million, or 13.7%, to $559.7 million for the three months ended September 30, 2024, compared to $492.1 million for the three months ended September 30, 2023.

The increase in operating expenses is primarily due to an increase in Brokerage, exchange, clearance fees and payments for order flow, net, described in more detail below.

Our operating expenses increased $111.1 million, or 22.1%, to $614.1 million for the three months ended March 31, 2025, compared to $503.0 million for the three months ended March 31, 2024.

The increase in operating expenses is primarily due to an increase in Brokerage, exchange, clearance fees and payments for order flow, net and Employee compensation and payroll taxes, described in more detail below.

Brokerage, exchange, clearance fees and payments for order flow, net.

Brokerage exchange, clearance fees and payments for order flow, net, increased $53.5 million, or 43.4%, to $176.7 million for the three months ended September 30, 2024, compared to $123.2 million for the three months ended September 30, 2023.

Brokerage exchange, clearance fees and payments for order flow, net, increased $82.1 million, or 58.7%, to $221.9 million for the three months ended March 31, 2025, compared to $139.8 million for the three months ended March 31, 2024.

These costs vary period to period based upon the level and composition of our trading activities.

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Communication and data processing.

Communication and data processing expense increased $2.5 million, or 4.4%, to $59.6 million for the three months ended September 30, 2024, compared to $57.1 million for the three months ended September 30, 2023.

This increase was primarily due to increased spending on market data and colocation services.

Communication and data processing expense increased $1.6 million, or 2.7%, to $59.8 million for the three months ended March 31, 2025, compared to $58.2 million for the three months ended March 31, 2024.

This increase was primarily due to slightly increased spending on market data, software, and colocation services.

Employee compensation and payroll taxes.

Employee compensation and payroll taxes increased $10.4 million, or 10.7%, to $107.6 million for the three months ended September 30, 2024, compared to $97.2 million for the three months ended September 30, 2023.

Employee compensation and payroll taxes increased $18.6 million, or 18.5%, to $119.4 million for the three months ended March 31, 2025, compared to $100.8 million for the three months ended March 31, 2024.

The increase in compensation levels was primarily attributable to an increase in accrued incentive compensation, which is recorded at management’s discretion and is generally accrued in connection with the overall level of profitability on a year-to-date basis, as well as the anticipated mix of cash and stock-based awards.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $9.3 million and $9.7 million for the three months ended September 30, 2024, and 2023, respectively.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $11.4 million and $10.2 million for the three months ended March 31, 2025, and 2024, respectively.

Interest and dividends expense.

Interest and dividends expense increased $3.3 million, or 2.5%, to $136.1 million for the three months ended September 30, 2024, compared to $132.8 million for the three months ended September 30, 2023.

This increase was primarily attributable to increased borrowing activities for the period compared to the same period during the prior year.

Interest and dividends expense increased $5.3 million, or 4.2%, to $131.3 million for the three months ended March 31, 2025, compared to $126.0 million for the three months ended March 31, 2024.

This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions for the period compared to the same period during the prior year.

As indicated above, rather than analyzing interest and dividends expense in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative.

Operations and administrative expense increased $2.5 million, or 11.2%, to $24.9 million for the three months ended September 30, 2024, compared to $22.4 million for the three months ended September 30, 2023.

This increase was primarily driven by an increase in professional expense, as well as less favorable foreign exchange rate movements during the period.

Operations and administrative expense decreased $0.2 million, or 0.9%, to $22.1 million for the three months ended March 31, 2025, compared to $22.3 million for the three months ended March 31, 2024.

This decrease was primarily driven by a decrease in professional expense.

Depreciation and amortization.

Depreciation and amortization increased $0.7 million, or 4.4%, to $16.5 million for the three months ended September 30, 2024, compared to $15.8 million for the three months ended September 30, 2023.

The increase was driven primarily by an increase in amortization of leased equipment compared to the same period in 2023.

Depreciation and amortization decreased $0.2 million, or 1.2%, to $15.9 million for the three months ended March 31, 2025, compared to $16.1 million for the three months ended March 31, 2024.

The decrease was driven primarily by a decrease in amortization of computer equipment compared to the same period in 2024.

Amortization of purchased intangibles and acquired capitalized software.

Amortization of purchased intangibles and acquired capitalized software decreased $4.2 million, or 26.3%, to $11.8 million for the three months ended September 30, 2024, compared to $16.0 million for the three months ended September 30, 2023.

Amortization of purchased intangibles and acquired capitalized software decreased $2.9 million, or 19.7%, to $11.8 million for the three months ended March 31, 2025, compared to $14.7 million for the three months ended March 31, 2024.

This decrease was due to certain intangible assets being fully amortized during 2024.

Termination of office leases.

Termination of office leases was insignificant for the three months ended September 30, 2024 and September 30, 2023.

These expenses, when incurred, are related to the impairment of lease right-of-use assets,

leasehold improvements and fixed assets for certain abandoned or vacated office space.

Termination of office leases was insignificant for the three months ended March 31, 2025 and March 31, 2024.

These expenses, when incurred, are related to the impairment of lease right-of-use assets, leasehold

improvements and fixed assets for certain abandoned or vacated office space.

There were no significant lease terminations in either period.

Debt issue cost related to debt refinancing, prepayment and commitment fees.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees remained consistent at $1.8 million for the three months ended September 30, 2024 and 2023.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees remained consistent at $1.7 million for the three months ended March 31, 2025 and 2024.

Refer to Note 9 “Borrowings” in Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for more details on our borrowing arrangements.

Transaction advisory fees and expenses.

Transaction advisory fees and expenses were insignificant for both the three months ended September 30, 2024, and September 30, 2023.

These expenses, when incurred, are primarily in relation to our strategic investment portfolio.

Financing interest expense on long-term borrowings.

Financing interest expense on long-term borrowings decreased $0.9 million, or 3.5%, to $24.5 million for the three months ended September 30, 2024, compared to $25.4 million for the three months ended September 30, 2023.The decrease was attributable to the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 as well as lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Provision for income taxes

We incur corporate tax at the U.S.

federal income tax rate on our taxable income, as adjusted for noncontrolling interest in Virtu Financial.

Our income tax expense reflects such U.S.

federal income tax as well as taxes payable by certain of our non-U.S.

subsidiaries.

Our provision for income taxes and effective tax rates were $28.1 million and 19.1% for the three months ended September 30, 2024, compared to $20.5 million and 14.9% for the three months ended September 30, 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Total Revenues

Our total revenues increased $285.3 million, or 16.2%, to $2,042.7 million for the nine months ended September 30, 2024, compared to $1,757.4 million for the nine months ended September 30, 2023.

This increase was primarily attributable to an increase of $243.7 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $35.1 million in Commissions, net and technology services driven by strengthened institutional engagement during the period during the nine months ended September 30, 2024 compared to the same period in 2023.

The following table shows the total revenues by segment for the nine months ended September 30, 2024 and 2023.

Nine Months Ended September 30,

(in thousands, except for percentage) 2024 2023 % Change

Market Making

Trading income, net $ 1,264,214 $ 1,021,179 23.8%

Interest and dividends income 330,178 300,086 10.0%

Commissions, net and technology services 29,203 22,677 28.8%

Other, net 43,855 77,580 (43.5)%

Total revenues from Market Making $ 1,667,450 $ 1,421,522 17.3%

Execution Services

Trading income, net $ 14,273 $ 13,585 5.1%

Interest and dividends income 8,109 7,830 3.6%

Commissions, net and technology services 347,130 318,546 9.0%

Other, net 1,063 84 NM

Total revenues from Execution Services $ 370,575 $ 340,045 9.0%

Other, net $ 4,639 $ (4,171) NM

Total revenues from Corporate $ 4,639 $ (4,171) NM

Trading income, net $ 1,278,487 $ 1,034,764 23.6%

Interest and dividends income 338,287 307,916 9.9%

Commissions, net and technology services 376,333 341,223 10.3%

Other, net 49,557 73,493 (32.6)%

Total revenues $ 2,042,664 $ 1,757,396 16.2%

Trading income, net.

Trading income, net was primarily earned by our Market Making segment.

Trading income, net, increased $243.7 million, or 23.6%, to $1,278.5 million for the nine months ended September 30, 2024, compared to $1,034.8 million for the nine months ended September 30, 2023.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the nine months ended September 30, 2024 compared to the same period in 2023.

Rather than analyzing Trading income, net, in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income, together with Interest and dividends income, Interest and dividends expense, Commissions, net and technology services and Brokerage, exchange, clearance fees and payments for order flow, net, each of which are described below.

Interest and dividends income.

Interest and dividends income was primarily earned by our Market Making segment.

Interest and dividends income increased $30.4 million, or 9.9%, to $338.3 million for the nine months ended September 30, 2024, compared to $307.9 million for the nine months ended September 30, 2023.

This increase was primarily attributable to an increase in interest income earned on cash collateral posted as part of securities borrowed transactions, driven by higher interest rates for the period compared to the same period during the prior year, despite the rate cuts during the three months ended September 30, 2024.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Commissions, net and technology services.

Commissions, net and technology services revenues were primarily earned by our Execution Services segment.

Commissions, net and technology services revenues increased $35.1 million, or 10.3%, to $376.3 million for the nine months ended September 30, 2024, compared to $341.2 million for the nine months ended September 30, 2023.

This increase was driven by relatively higher client volumes and increasing institutional engagement compared to the same period in 2023.

As indicated above, rather than analyzing commission income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Other, net decreased $23.9 million, or 32.5%, to $49.6 million for the nine months ended September 30, 2024, compared to $73.5 million for the nine months ended September 30, 2023.

The income for the nine months ended

September 30, 2024 and 2023 were primarily related to gains on settlement fund recoveries in which we are eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $190.2 million, or 20.0%, to $1,140.0 million for the nine months ended September 30, 2024, compared to $949.8 million for the nine months ended September 30, 2023.

This increase was primarily attributable to higher Trading income, net, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net and Interest and dividends expense as described below.

Average daily Adjusted Net Trading Income increased $1.0 million, or 19.6%, to $6.1 million for the nine months ended September 30, 2024, compared to $5.1 million for the nine months ended September 30, 2023.

The number of trading days was 188 days for the nine months ended September 30, 2024, compared to 187 days for the nine months ended September 30, 2023.

For a full description of Adjusted Net Trading Income and a reconciliation of Adjusted Net Trading Income to trading income, net, see “Non-GAAP Financial Measures and Other Items” in this “Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations”.

Operating Expenses

Our operating expenses increased $151.2 million, or 10.4%, to $1,600.3 million for the nine months ended September 30, 2024, compared to $1,449.1 million for the nine months ended September 30, 2023.

The increase was primarily driven by increase in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Debt issue cost related to debt refinancing, prepayment and commitment fees.

Brokerage, exchange, clearance fees and payments for order flow, net.

Brokerage, exchange, clearance fees and payments for order flow, net, increased $76.1 million, or 19.5%, to $467.3 million for the nine months ended September 30, 2024, compared to $391.2 million for the nine months ended September 30, 2023.

These costs vary period to period based upon the level and composition of our trading activities.

We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income.

Communication and data processing.

Communication and data processing expense increased $6.3 million, or 3.7%, to $177.1 million for the nine months ended September 30, 2024, compared to $170.8 million for the nine months ended September 30, 2023.

This increase was primarily attributable to increased connectivity spending on market data, subscription, and communication networks maintained by our joint ventures.

Employee compensation and payroll taxes.

Employee compensation and payroll taxes increased $18.0 million, or 6.1%, to $314.2 million for the nine months ended September 30, 2024, compared to $296.2 million for the nine months ended September 30, 2023.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $30.1 million and $29.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest and dividends expense.

Interest and dividends expense increased $42.9 million, or 12.5%, to $385.8 million for the nine months ended September 30, 2024, compared to $342.9 million for the nine months ended September 30, 2023.

This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by higher interest rates, as well as an increase in securities lending transactions and higher dividends expense with respect to securities sold, not yet purchased for the period compared to the same period during the prior year.

As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative.

Operations and administrative expense decreased $2.9 million, or 4.0%, to $69.3 million for the nine months ended September 30, 2024, compared to $72.2 million for the nine months ended September 30, 2023.

The decrease was primarily driven by a decrease in regulatory and occupancy expenses.

Depreciation and amortization.

Depreciation and amortization increased $1.5 million, or 3.2%, to $48.6 million for the nine months ended September 30, 2024, compared to $47.1 million for the nine months ended September 30, 2023.

This increase was driven primarily by increased amortization of capitalized software and depreciation of leased equipment compared to the prior period.

Amortization of purchased intangibles and acquired capitalized software.

Amortization of purchased intangibles and acquired capitalized software decreased $9.3 million, or 19.4%, to $38.7 million for the nine months ended September 30, 2024, compared to $48.0 million for the nine months ended September 30, 2023.

This decrease was primarily attributable to certain intangible assets being fully amortized in 2023.

Termination of office leases.

Termination of office leases was insignificant for the nine months ended September 30, 2024 and September 30, 2023.

These expenses, when incurred, are related to the impairment of lease right-of-use assets, leasehold improvements and fixed assets for certain abandoned or vacated office space.

There were no significant lease terminations in either period.

Debt issue cost related to debt refinancing, prepayment and commitment fees.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees increased $22.0 million, or 386.0%, to $27.7 million for the nine months ended September 30, 2024, compared to $5.7 million for the nine months ended September 30, 2023.

The increase was primarily driven by the acceleration of our capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the nine months ended September 30, 2024.

See Note 9 “Borrowings” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for additional details.

Transaction advisory fees and expenses.

Transaction advisory fees and expenses were insignificant for the nine months ended September 30, 2024 and September 30, 2023.

Transaction advisory fees and expenses were insignificant for both the three months ended March 31, 2025, and March 31, 2024.

These expenses, when incurred, are primarily in relation to our strategic investment portfolio.

Financing interest expense on long-term borrowings.

Financing interest expense on long-term borrowings decreased $3.3 million, or 4.4%, to $71.2 million for the nine months ended September 30, 2024, compared to $74.5 million for the nine months ended September 30, 2023.

This decrease was attributable to the decrease in outstanding principal as a result of the voluntary prepayment in December 2023, the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023, as well as a lower overall interest rate after our debt refinancing described in Note 9 “Borrowings”.

Financing interest expense on long-term borrowings increased $6.7 million, or 28.9%, to $29.9 million for the three months ended March 31, 2025, compared to $23.2 million for the three months ended March 31, 2024.The increase was primarily attributable to the completion of the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 during February 2025, partially offset by the effect from lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Provision for income taxes

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subsidiaries.

Our provision for income taxes and effective tax rate was $83.9 million and 19.0% for the nine months ended September 30, 2024, compared to a provision for income taxes and effective tax rate of $51.1 million and 16.6% for the nine months ended September 30, 2023.

Our provision for income taxes and effective tax rates were $34.1 million and 15.2% for the three months ended March 31, 2025, compared to $28.5 million and 20.4% for the three months ended March 31, 2024.

Liquidity and Capital Resources

As of September 30, 2024, we had $701.4 million in Cash and cash equivalents.

As of March 31, 2025, we had $723.7 million in Cash and cash equivalents.

This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.

As of September 30, 2024, we had borrowings under our prime brokerage credit facilities of approximately $143.9 million, borrowings under our broker dealer facilities of $110.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $1,769.4 million.

As of March 31, 2025, we had borrowings under our prime brokerage credit facilities of approximately $158.1 million, borrowings under our broker dealer facilities of $110.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $1,768.3 million.

The majority of our trading assets consist of exchange-listed marketable securities, which are marked-to-market daily, and collateralized receivables from broker-dealers and clearing organizations arising from proprietary securities transactions.

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Certain of our cash balances are insured by the Federal Deposit Insurance Corporation, generally up to $250,000 per account but without a cap under certain conditions.

From time to time these cash balances may exceed insured limits, but we select financial institutions deemed highly credit worthy to minimize risk.

From time to time these cash balances may exceed insured

limits, but we select financial institutions deemed highly credit worthy to minimize risk.

We consider highly liquid investments with original maturities of less than three months, when acquired, to be cash equivalents.

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Tax Receivable Agreements

Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.

Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial or their permitted assignees (collectively, “TRA Parties”) that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.

We will retain the remaining 15% of any such cash tax savings.

We expect that future payments to certain direct or indirect equity holders of Virtu Financial described in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q are expected to range from approximately $0.1 million to $22.0 million per year over the next 15 years.

We expect that future payments to TRA Parties described in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q are expected to range from approximately $0.1 million to $22.1 million per year over the next 15 years.

Such payments will occur only after we have filed our U.S.

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

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

We made payments totaling $134.8 million from February 2017 through March 2025.

Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts.

We currently expect to fund these payments from realized cash tax savings from the favorable tax attributes.

Under the tax receivable agreements, as a result of certain types of transactions and other factors, including a transaction resulting in a change of control, we may also be required to make payments to certain direct or indirect equity holders of Virtu Financial in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements.

Under the tax receivable agreements, as a result of certain types of transactions and other factors, including a transaction resulting in a change of control, we may also be required to make payments to TRA Parties in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements.

We would expect any acceleration of these payments to be funded from the realized favorable tax attributes.

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In June 2023 our U.S.

subsidiary RFQ-hub Americas LLC (“RAL”, as described in Note 3 “Business Held for Sale”, which is currently held for sale) became a registered U.S.

subsidiary RFQ-hub Americas LLC (“RAL”, which is currently held for sale, as described in Note 3 “Business Held for Sale”) became a registered U.S.

broker-dealer and as such is subject to regulation and capital requirements from its primary regulators, the SEC and FINRA.

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Additionally, certain applicable rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to and/or approval from the SEC and FINRA for certain capital withdrawals.

VAL is also subject to

rules set forth by NYSE and is required to maintain a certain level of capital in connection with the operation of its designated market maker business.

VAL is also subject to rules set forth by NYSE and is required to maintain a certain level of capital in connection with the operation of its designated market maker business.

Our Canadian subsidiaries, Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.) and Virtu Financial Canada ULC, are subject to regulatory capital requirements and periodic requirements to report their regulatory capital and submit other regulatory reports set forth by the Canadian Investment Regulatory Organization.

Effective January 22, 2025, Virtu Financial Canada ULC has resigned from membership with the Canadian Investment Regulatory Organization and is no longer subject to its regulatory requirements.

Our Irish subsidiaries, Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited) are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors.

In addition to periodic requirements to report their regulatory capital and submit other regulatory reports, VFIL and VETL are required to obtain consent prior to receiving capital contributions or making capital distributions from their regulatory capital.

In addition to periodic requirements to report their regulatory capital and

submit other regulatory reports, VFIL and VETL are required to obtain consent prior to receiving capital contributions or making capital distributions from their regulatory capital.

Failure to comply with their regulatory capital requirements could result in regulatory sanction or revocation of their regulatory license.

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See Note 9 “Borrowings” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for details on our various credit facilities.

As of September 30, 2024, there was an outstanding principal balance on our broker-dealer facilities of $110.0 million, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $143.9 million, which was netted within Receivables from broker-dealers and clearing organizations on the Condensed Consolidated Statements of Financial Condition of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

As of March 31, 2025, there was an outstanding principal balance on our broker-dealer facilities of $110.0 million, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $158.1 million, which was netted within Receivables from broker-dealers and clearing organizations on the Condensed Consolidated Statements of Financial Condition of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

Credit Agreement

On January 13, 2022 (the “Credit Agreement Closing Date”), Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), entered into the Credit Agreement, with the lenders party thereto, JPMorgan Chase Bank, N.A.

On the Credit Agreement Closing Date, VFH and Virtu Financial entered into the Credit Agreement.

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 Secured Overnight Financing Rate (“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%.

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.

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 Secured Overnight Financing Rate (“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 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.

In October 2019, the Company entered into a five-year $525.0 million floating-to-fixed interest rate swap agreement.

In January 2020, the Company 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 as 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 $1,000.0 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 as 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 $1,000.0 million of principal under the previous first lien term loan facility in relation to the ITG Acquisition at rates of 4.3% and 4.4% through September 2024 and January 2025, respectively.

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

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

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

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

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

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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.

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.

We were in compliance with all applicable covenants under the Credit Agreement as of September 30, 2024.

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).

1 Effective Date.

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 a 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, “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 are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

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

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.

As of March 31, 2025, $1,245.0 million was outstanding under the current term loans.

We were in compliance with all applicable covenants under the Credit Agreement as of March 31, 2025.

Senior Secured First Lien Notes

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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;

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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.

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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.

Our main sources of liquidity are cash flow from the operations of our subsidiaries, our broker-dealer credit facilities (as described above), margin financing provided by our prime brokers and cash on hand.

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2024 and 2023.

Nine Months Ended September 30,

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

Net cash provided by (used in):

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Operating Activities

Net cash provided by operating activities was $207.5 million for the nine months ended September 30, 2024, compared to net cash provided by operating activities of $143.7 million for the nine months ended September 30, 2023.

The change in net cash provided by operating activities was primarily attributable to higher net income as well as movements in noncash adjustments for the nine months ended September 30, 2024 compared to the prior period.

Net cash provided by operating activities was $15.0 million for the three months ended March 31, 2025, compared to net cash used in operating activities of $395.4 million for the three months ended March 31, 2024.

The change in net cash provided by operating activities was primarily attributable to higher net income as well as movements in noncash adjustments for the three months ended March 31, 2025 compared to the prior period.

Investing Activities

Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $55.7 million for the nine months ended September 30, 2024, compared with net cash used in investing activities of $70.5 million for the nine months ended September 30, 2023.

The change in net cash used in investing activities was primarily attributable to decreases in acquisition of property and equipment in the nine months ended September 30, 2024.

Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $31.0 million for the three months ended March 31, 2025, compared with net cash used in investing activities of $27.5 million for the three months ended March 31, 2024.

The change in net cash used in investing activities was primarily attributable to decreases in acquisition of property and equipment and other investing activities for the three months ended March 31, 2025.

Financing Activities

Net cash used in financing activities was $272.8 million for the nine months ended September 30, 2024, compared to Net cash used in financing activities of $385.3 million for the nine months ended September 30, 2023.

The cash used in financing activities for the nine months ended September 30, 2024 was primarily attributable to $1,741.9 million of net proceeds from long-term borrowings and $129.6 million of net proceeds from short-term borrowings, offset by $1,727.0 million of repayment of our previous long-term borrowings, $247.9 million in dividends to stockholders and distributions made to noncontrolling interests, and $132.9 million in purchases of treasury stock.

The cash used in financing activities of $385.3 million during the same period of 2023 primarily reflects $251.9 million net dividends to stockholders and distributions to noncontrolling interests, and $184.4 million purchase of treasury stock, partially offset by net proceeds of $96.1 million from short-term borrowings.

Net cash used in financing activities was $131.7 million for the three months ended March 31, 2025, compared to Net cash used in financing activities of $0.4 million for the three months ended March 31, 2024.

The cash used in financing activities for the three months ended March 31, 2025 was primarily attributable to $1,245.0 million of net proceeds from long-term borrowings and $77.7 million of net proceeds from short-term borrowings, offset by $1,245.0 million of repayment of our previous long-term borrowings, $94.7 million in dividends to stockholders and distributions made to noncontrolling interests, and $88.9 million in purchases of treasury stock.

The cash provided by financing activities of $0.4 million during the same period of 2024 primarily reflects $140.0 million of net proceeds from short-term borrowings, partially offset by $67.6 million net dividends to stockholders and distributions to noncontrolling interests and $51.8 million purchase of treasury stock.

Share Repurchase Program

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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 of $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 of $390.0 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Critical Accounting Policies and Estimates

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Trading income, net, consists of trading gains and losses that are recorded on a trade date basis and reported on a net basis.

Trading income, net, is comprised of changes in fair value of financial instruments owned and financial instruments sold, not yet purchased assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on equities, fixed income securities, currencies and commodities.

Trading income, net, is primarily comprised of changes in fair value of financial instruments owned and financial instruments sold, not yet purchased assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on equities, fixed income securities, currencies and commodities.

Interest and Dividends Income/Interest and Dividends Expense

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Workflow technology revenues consist of order and trade execution management and order routing services we provide through our front-end workflow solutions and network capabilities.

We provide trade order routing from our execution management system (“EMS”) to our execution services offerings, with each trade order routed through the EMS representing a separate performance obligation, which is the trade data for that trade order routed, that is satisfied at a point in time.

We provide trade order routing from our execution management system (“EMS”) to our execution services offerings, with each trade order routed through the EMS representing a separate performance obligation, which is the trade date for that trade order routed, that is satisfied at a point in time.

A portion of the commissions earned on the trade is then allocated to Workflow Technology based on the stand-alone selling price paid by third-party brokers for order routing.

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Share-based compensation transactions with employees are measured based on the fair value of equity instruments issued.

Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Amended and Restated 2015 Management Incentive Plan, and assumed pursuant to the Amended and Restated ITG 2007 Equity Plan, were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).

Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Amended and Restated 2015 Management Incentive Plan were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).

The fair value of the stock option grants is determined through the application of the Black-Scholes-Merton model.

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Certain of our wholly owned subsidiaries are subject to income taxes in foreign jurisdictions.

The provision for income tax is comprised of current tax and deferred tax.

The provision for income tax is composed of current tax and deferred tax.

Current tax represents the tax on current year tax returns, using tax rates enacted at the balance sheet date.

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Tax Receivable Agreements

We are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the Reorganization Transactions, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.

We are required under the tax receivable agreements entered into in connection with our IPO to make payments to TRA Parties that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the Reorganization Transactions, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.

An exchange of membership interests by the Virtu Members for Class A Common Stock or Class B Common Stock (an “Exchange”) during the year will give rise to favorable tax attributes that may generate cash tax savings specific to the Exchange, to be realized over a specific period of time (generally 15 years).

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Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $3.6 million and

$5.4 million of amortization expense for the three months ended September 30, 2024 and 2023, respectively, and an additional $14.8 million and $16.3 million for the nine months ended September 30, 2024 and 2023, respectively.

$5.4 million of amortization expense for the three months ended March 31, 2025 and 2024, respectively.

We test finite-lived intangible assets for impairment when impairment indicators are present, and if impaired, they are written down to fair value.

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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 2. Management’s Discussion and Analysis