What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-04-29 · 336 added, 200 removed, 1214 unchanged (31% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2025 December 31,

3 unchanged sentences

Securities purchased under agreements to resell 1,084,322 983,941

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

Receivables from broker-dealers and clearing organizations ($ 35,248 and $ 51,595 at fair value, as of June 30, 2025 and December 31, 2024, respectively)

1,335,968 1,100,850

3 unchanged sentences

Receivables from customers 360,373 149,804

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

Property, equipment and capitalized software (net of accumulated depreciation of $ 404,945 and $ 380,202 as of June 30, 2025 and December 31, 2024, respectively)

92,482 91,415

1 unchanged sentence

Goodwill 1,148,926 1,148,926

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

Intangibles (net of accumulated amortization of $ 452,026 and $ 428,460 as of June 30, 2025 and December 31, 2024, respectively)

178,497 203,188

1 unchanged sentence

Assets of business held for sale — 4,615

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

Other assets ($ 188,400 and $ 158,326 , at fair value, as of June 30, 2025 and December 31, 2024, respectively)

436,412 357,740

4 unchanged sentences

Securities sold under agreements to repurchase 1,907,126 1,271,788

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

Payables to broker-dealers and clearing organizations ($ 188,320 and $ 136,736 , at fair value, as of June 30, 2025 and December 31, 2024, respectively)

1,233,988 918,566

11 unchanged sentences

Stockholders' equity

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

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

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

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

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

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 140,313,790 and 137,479,751 shares, Outstanding — 84,830,639 and 84,976,325 shares at June 30, 2025 and December 31, 2024, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at June 30, 2025 and December 31, 2024, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 8,194,847 and 8,561,970 shares at June 30, 2025 and December 31, 2024, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 55,483,151 and 52,503,426 shares at June 30, 2025 and December 31, 2024, respectively

( 1,454,716 ) ( 1,339,913 )

4 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2025 December 31,

9 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended March 31, 2025 and 2024

Three and Six Months Ended June 30, 2025 and 2024

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

16 unchanged sentences

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

Deconsolidation of RFQ-hub — — — — — — — — — — — — ( 35,608 ) ( 35,608 )

Share based compensation 62,556 — — — — — — — 15,074 — — 15,074 — 15,074

Treasury stock purchases ( 24,464 ) — — — — — ( 1,658,514 ) ( 66,821 ) — ( 996 ) — ( 67,817 ) — ( 67,817 )

Stock options exercised 693,750 — — — — — — — 13,181 — 13,181 — 13,181

Net income — — — — — — — — — 151,187 — 151,187 141,789 292,976

Foreign exchange translation adjustment — — — — — — — — — — 7,160 7,160 5,379 12,539

Net change in unrealized cash flow hedges gains — — — — — — — — — — 627 627 471 1,098

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

— — — — — — — — — ( 21,949 ) — ( 21,949 ) ( 137,809 ) ( 159,758 )

Balance at June 30, 2025 140,313,790 $ 1 8,194,847 $ — 60,091,740 $ 1 ( 55,483,151 ) $ ( 1,454,716 ) $ 1,504,158 $ 1,355,688 $ 2,233 $ 1,407,365 $ 225,976 $ 1,633,341

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six Months Ended June 30, 2025 and 2024

11 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

4 unchanged sentences

Amortization of purchased intangibles and acquired capitalized software 23,566 26,840

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

Amortization of debt issuance costs and deferred financing fees 3,371 3,522

2 unchanged sentences

Deferred taxes 13,632 10,614

Gain on sale of RFQ-hub ( 66,988 ) —

Other 7,828 ( 28,192 )

18 unchanged sentences

Acquisition of property and equipment ( 10,944 ) ( 6,734 )

Proceeds from sale of RFQ-hub 37,932 —

Other investing activities ( 8,600 ) ( 1,061 )

8 unchanged sentences

Repayment of long-term borrowings ( 1,245,000 ) ( 1,727,000 )

Proceeds from interest rate swaps — 1,955

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

5 unchanged sentences

Cash, cash equivalents, and restricted or segregated cash, end of period $ 789,807 $ 716,663

Supplementary disclosure of cash flow information

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

Cash paid for taxes 11,918 6,609

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

Supplementary disclosure of cash flow information

Cash paid for interest $ 313,188 $ 285,693

Cash paid for taxes 75,201 25,984

Non-cash investing activities

12 unchanged sentences

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

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

As of June 30, 2025, VFI owned approximately 57.1 % of the membership interests of Virtu Financial.

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

31 unchanged sentences

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

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

The sale was completed on May 9, 2025.

Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.

The Company ceased to control, and deconsolidated, RFQ-hub at such time.

See Note 3 “Sale of RFQ-hub” for further details.

Basis of Consolidation and Form of Presentation

2 unchanged sentences

Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q and accounting standards generally accepted in the United States of America (“U.S.

GAAP”) promulgated by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the periods presented.

of the results for the periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

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

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

subsidiaries.

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

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

27 unchanged sentences

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

Accounting Pronouncements Not Yet Adopted as of March 31, 2025

Accounting Pronouncements Not Yet Adopted as of June 30, 2025

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

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

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

This ASU is effective for annual

periods beginning after December 15, 2024.

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

2 unchanged sentences

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

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

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

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

Business Held for Sale

Business Combinations and Consolidation - In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) .

This ASU clarifies the requirement for identifying the accounting acquirer in a business combination involving a Variable Interest Entity (“VIE”).

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

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

Sale of RFQ-hub

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

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

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

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

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

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

On May 9, 2025, the Company completed the sale of a 49 % interest in RFQ-hub to MarketAxess for total gross proceeds of $ 37.9 million in cash.

Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.

The Company deconsolidated RFQ-hub and recognized a gain on sale of $ 67.0 million, which was recorded in Other, net on the Condensed Consolidated Statements of Comprehensive Income.

A summary of the gain on sale and deconsolidation of RFQ-hub is as follows:

(in thousands) May 9, 2025

Total sale proceeds received $ 37,932

Retained noncontrolling investments 1,548

Carrying value of noncontrolling interest deconsolidated 35,608

Carrying value of RFQ-hub’s net assets:

Cash and cash equivalents $ 1,554

Receivables from broker-dealers and clearing organizations 512

Property, equipment and capitalized software (net) 736

Intangibles (net) 3,043

Other assets 3,939

Liabilities $ ( 1,684 )

Total carrying value of RFQ-hub’s net assets $ 8,100

Gain on sale of RFQ-hub $ 66,988

At December 31, 2024, the assets and liabilities of RFQ-hub classified as Assets and Liabilities of business held for sale on the Consolidated Statements of Financial Condition are summarized as follows:

(in thousands) December 31, 2024

Business assets and liabilities held for sale:

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

6 unchanged sentences

Basic earnings per share $ 1.65 $ 0.71 $ 2.74 $ 1.30

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

3 unchanged sentences

Issued and outstanding 85,490,121 88,137,799 85,585,040 88,568,461

Issuable pursuant to Amended and Restated 2015 Management Incentive Plan 366,543 —

Issuable pursuant to Second Amended and Restated 2015 Management Incentive Plan 40,305 220,424 209,579 102,868

85,530,426 88,358,223 85,794,619 88,671,329

Diluted earnings per share $ 1.65 $ 0.71 $ 2.73 $ 1.30

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

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

Tax Receivable Agreements

2 unchanged sentences

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

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

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

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

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

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

At June 30, 2025 and December 31, 2024, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 99.7 million and $ 114.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 175.8 million and $ 196.6 million for June 30, 2025 and December 31, 2024, respectively.

The amounts recorded as of June 30, 2025 and December 31, 2024 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

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

4 unchanged sentences

and one non-operating segment:

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

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

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

As of June 30, 2025 and December 31, 2024, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three and six months ended June 30, 2025 and 2024.

The following table presents the details of goodwill by segment as of June 30, 2025 and December 31, 2024:

(in thousands) Market Making Execution Services Corporate Total

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

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

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

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

As of March 31, 2025

As of June 30, 2025 and December 31, 2024, the Company’s total amount of intangible assets recorded was $ 178.5 million and $ 203.2 million, respectively.

Acquired intangible assets consisted of the following as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

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

18 unchanged sentences

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

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

At December 31, 2024, as described in Note 3 “Sale of RFQ-hub”, the Company reclassified an aggregated net carrying amount of $ 3.5 million ($ 7.5 million of gross carrying amount net of $ 4.0 million accumulated amortization) from Intangible assets to Assets of business held for sale.

The sale of RFQ-hub was completed on May 9, 2025, and the Company disposed of these Assets of business held for sale at such time.

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 12.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 23.6 million and $ 26.8 million for the six months ended June 30, 2025 and 2024, respectively.

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

3 unchanged sentences

Receivables from/Payables to Broker-Dealers and Clearing Organizations

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

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

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at June 30, 2025 and December 31, 2024:

(in thousands) June 30, 2025 December 31, 2024

Due from prime brokers $ 421,302 $ 344,662

12 unchanged sentences

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

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

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

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

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 174.4 million and $ 123.0 million as of June 30, 2025 and December 31, 2024, respectively.

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

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

2 unchanged sentences

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

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

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

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

At June 30, 2025 and December 31, 2024, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at June 30, 2025 and December 31, 2024 are summarized as follows:

(in thousands) June 30, 2025 December 31, 2024

Securities received as collateral:

3 unchanged sentences

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

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

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

Financial instruments owned and pledged, where the counterparty has the right to repledge, at June 30, 2025 and December 31, 2024 consisted of the following:

(in thousands) June 30, 2025 December 31, 2024

Equities $ 2,620,067 $ 2,269,299

3 unchanged sentences

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

March 31, 2025

June 30, 2025

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

23 unchanged sentences

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

At March 31, 2025

At June 30, 2025

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

5 unchanged sentences

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

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

There was no balance outstanding under Borrowing Base B Loan as of June 30, 2025

At December 31, 2024

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

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

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

At June 30, 2025 and December 31, 2024, there was $ 70.3 million and $ 28.5 million, respectively, of short-term bank loans associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 2.9 % and 5.0 %, respectively.

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

1 unchanged sentence

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

At March 31, 2025 and December 31, 2024, there were no balance outstanding under this short-term bank loan.

At June 30, 2025 and December 31, 2024, there were no balance outstanding under this short-term bank loan.

Prime Brokerage Credit Facilities

1 unchanged sentence

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

At March 31, 2025

At June 30, 2025

(in thousands) Weighted Average

12 unchanged sentences

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

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

Interest expense in relation to the facilities was $ 2.5 million and $ 2.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 4.9 million and $ 4.9 million for the six months ended June 30, 2025 and 2024 , respectively.

Long-Term Borrowings

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

At March 31, 2025

At June 30, 2025

(in thousands) Maturity

25 unchanged sentences

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

These two interest rate swaps met the criteria to be considered and were designated qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and they effectively fixed interest payment obligations on $ 525.0 million and $ 1,000 million of principal under the 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.

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.

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

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

29 unchanged sentences

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.

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

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.

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, and there were no amounts outstanding under the first lien revolving facility.

As of June 30, 2025, $ 1,245.0 million was outstanding under the current term loans, and there were no amounts outstanding under the first lien revolving facility.

Senior Secured First Lien Notes

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

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

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

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

The principal balance was ¥ 3.5 billion ($ 24.3 million) as of June 30, 2025 and ¥ 3.5 billion ($ 22.3 million) as of December 31, 2024.

The Company had a loss of $ 1.0 million and a gain of $ 1.4 million during the three months ended June 30, 2025 and 2024, respectively, and a loss of $ 2.0 million and a gain of $ 3.1 million during the six months ended June 30, 2025 and 2024, respectively, due to changes in foreign currency rates.

As of June 30, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands)

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

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

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

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

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Consequently, such financial instruments are classified as Level 2.

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

March 31, 2025

Fair value measurements for those items measured on a recurring basis are summarized below as of June 30, 2025:

June 30, 2025

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

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

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

As of June 30, 2025 and December 31, 2024, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

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

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

March 31, 2025

June 30, 2025

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

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

Three Months Ended March 31, 2025

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

Three Months Ended June 30, 2025

(in thousands) Balance at March 31, 2025 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2025

Other assets:

Equity investment $ 85,009 $ — $ 981 $ — $ — $ 85,990 $ 981

Other — — — — —

Total $ 85,009 $ — $ 981 $ — $ — $ 85,990 $ 981

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

Three Months Ended March 31, 2024

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

Three Months Ended June 30, 2024

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

Other assets:

Equity investment $ 84,587 $ — $ ( 5,556 ) $ — $ — $ 79,031 $ ( 5,556 )

Other — — — — — — —

Total $ 84,587 $ — $ ( 5,556 ) $ — $ — $ 79,031 $ ( 5,556 )

Six Months Ended June 30, 2025

(in thousands) Balance at December 31, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2025

Other assets:

Equity investment $ 75,843 $ — $ 10,147 $ — $ — $ 85,990 $ 10,147

Total $ 75,843 $ — $ 10,147 $ — $ — $ 85,990 $ 10,147

Six Months Ended June 30, 2024

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

Other assets:

Equity investment $ 81,805 $ — $ ( 2,774 ) $ — $ — $ 79,031 $ ( 2,774 )

Total $ 81,805 $ — $ ( 2,774 ) $ — $ — $ 79,031 $ ( 2,774 )

Financial Instruments Not Measured at Fair Value

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

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

March 31, 2025

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of June 30, 2025:

June 30, 2025

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

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

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

March 31, 2025

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of June 30, 2025 and December 31, 2024:

June 30, 2025

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

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Total $ 4,219,452 $ ( 454,090 ) $ 3,765,362 $ ( 3,668,378 ) $ ( 34,310 ) $ 62,674

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

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

(in thousands) Financial Instrument Collateral

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Total $ 4,050,863 $ ( 676,905 ) $ 3,373,958 $ ( 3,205,807 ) $ ( 94,732 ) $ 73,419

(in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount

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

The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged as of March 31, 2025 and December 31, 2024:

March 31, 2025

June 30, 2025

Remaining Contractual Maturity

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Digital Assets Held

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

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

The following table summarizes Digital assets held at June 30, 2025 and December 31, 2024:

(in thousands, except units) June 30, 2025 December 31, 2024

Units Cost Basis Fair Value Carrying Value

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Ethereum 7,309 18,226 18,241 11,212

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

XRP 10,049,381 22,778 22,791 686

Other NM 11,858 16,372 10,973

Total Digital assets held $ 96,894 $ 101,471 $ 82,796

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

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

As of June 30, 2025, 50.0 million PYTH tokens with a fair value of $ 5.3 million are subject to selling restrictions.

The time-based selling restrictions will unlock annually between 2026 and 2027.

Derivative Instruments

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

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

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at June 30, 2025 and December 31, 2024:

(in thousands) June 30, 2025 December 31, 2024

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

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Amounts included in receivables from and payables to broker-dealers and clearing organizations represent net variation margin on long and short futures contracts as well as amounts receivable or payable on interest rate swaps.

The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) Financial Statements Location 2025 2024 2025 2024

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

As of March 31, 2025, the Company held a noncontrolling interest of 50.0 % in the JV.

As of June 30, 2025, the Company held a noncontrolling interest of 50.0 % in the JV.

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

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

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

As of June 30, 2025, the Company held approximately a 9.8 % noncontrolling interest in this JV.

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

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

As of June 30, 2025, the Company held approximately a 13.1 % noncontrolling interest in this JV.

The Company has an interest in a JV that was formed for the purpose of developing and operating a cryptocurrency trading platform with the goal of increasing competition and transparency, while improving trading performance and reducing operational risk.

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

As of June 30, 2025, the Company held approximately a 7.0 % noncontrolling interest in this JV.

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

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The Company’s exposure to the obligations of these VIEs is generally limited to its interests in each respective JV, which is the carrying value of the equity investment in each JV.

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

The following table presents the Company’s nonconsolidated VIEs at June 30, 2025:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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

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

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

Upon the formation of the JV, the Company held a 51 % controlling interest.

The JV met the criteria to be considered a VIE, and based on the standard for control set forth above, the Company consolidated this entity and recorded the interest that the Company did not own as noncontrolling interest in the Condensed Consolidated Financial Statements.

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

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

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

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

The sale was completed on May 9, 2025.

Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.

The Company ceased to control, and deconsolidated, RFQ-hub at such time.

See Note 3 “Sale of RFQ-hub” for further details.

Revenues from Contracts with Customers

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Disaggregation of Revenues

The following tables present the Company’s revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Company’s segments, for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 786,593 $ 214,488 $ ( 1,508 ) $ 999,573

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 569,783 $ 127,059 $ ( 3,857 ) $ 692,985

Six Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 31,726 $ 201,901 $ — $ 233,627

Workflow technology — 52,504 — 52,504

Analytics — 19,035 — 19,035

Total revenue from contracts with customers 31,726 273,440 — 305,166

Other sources of revenue 1,446,039 82,056 4,181 1,532,276

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Timing of revenue recognition:

Services transferred at a point in time $ 1,477,765 $ 319,213 $ 4,181 $ 1,801,159

Services transferred over time — 36,283 — 36,283

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Six Months Ended June 30, 2024

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 16,483 $ 160,844 $ — $ 177,327

Workflow technology — 48,112 — 48,112

Analytics — 19,273 — 19,273

Total revenue from contracts with customers 16,483 228,229 — 244,712

Other sources of revenue 1,074,308 16,618 186 1,091,112

Total revenues $ 1,090,791 $ 244,847 $ 186 $ 1,335,824

Timing of revenue recognition:

Services transferred at a point in time $ 1,090,791 $ 209,332 $ 186 $ 1,300,309

Services transferred over time — 35,515 — 35,515

Total revenues $ 1,090,791 $ 244,847 $ 186 $ 1,335,824

Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

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

As of June 30, 2025 and 2024, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

Contract Assets and Contract Liabilities

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

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

Receivables related to revenues from contracts with customers amounted to $ 68.0 million and $ 62.1 million as of June 30, 2025 and December 31, 2024, respectively.

The Company did not identify any contract assets.

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

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

in advance of satisfying the performance obligations.

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

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

There were no impairment losses on receivables as of June 30, 2025.

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

Deferred revenue related to contracts with customers was $ 11.0 million and $ 8.1 million as of June 30, 2025 and December 31, 2024, respectively.

The Company recognized the full amount of revenue during the six months ended June 30, 2025 and 2024, that had been recorded as deferred revenue in the respective prior year.

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

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taxation at the partner level.

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

Accordingly, for the three and six months ended June 30, 2025 and 2024, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

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

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

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

The Company’s provisions for income taxes and effective tax rates were $ 54.0 million, and 15.6 %, and $ 27.3 million, and 17.6 % for the three months ended June 30, 2025 and 2024, respectively, and $ 88.1 million, and 15.4 %, and $ 55.8 million, and 18.9 % for the six months ended June 30, 2025 and 2024, respectively.

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

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

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

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

The balances at March 31, 2025 and December 31, 2024 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2025 and December 31, 2024 are current income tax receivables of $ 39.6 million and $ 13.2 million, respectively.

The balances at June 30, 2025 and December 31, 2024 primarily comprised prepayments of income tax and income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at June 30, 2025 and December 31, 2024 are current tax liabilities of $ 37.7 million and $ 22.5 million, respectively.

The balances at June 30, 2025 and December 31, 2024 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 5 “Tax Receivable Agreements”), differences in the valuation of financial assets and liabilities, and other temporary differences arising from the deductibility of compensation, depreciation, and other expenses in different time periods for book and income tax return purposes.

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Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.

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

At June 30, 2025 and December 31, 2024, the Company did not have any U.S.

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

The Company has non-U.S.

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

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

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

net operating losses at June 30, 2025 and December 31, 2024, of $ 53.6 million and $ 58.2 million, respectively, and has recorded related deferred tax assets of $ 10.0 million and $ 10.3 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at June 30, 2025 and December 31, 2024 as it is more likely than not that these deferred tax assets will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of June 30, 2025 and December 31, 2024 because it is more likely than not that these deferred tax assets will be fully realized.

The Company is subject to taxation in U.S.

federal, state, local and foreign jurisdictions.

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

As of June 30, 2025, the Company’s tax years for 2015 through 2023 and 2017 through 2023 are subject to examination by U.S.

tax authorities, respectively.

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

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

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

The Company had $ 23.4 million of unrecognized tax benefits as of June 30, 2025, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of June 30, 2025.

Commitments, Contingencies and Guarantees

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

The Company cooperated with this civil investigation and engaged in settlement discussions but has been unable to reach a settlement.

In September 2023, the SEC filed an action against the Company alleging violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period.

The Company believes it has meritorious defenses and is defending itself vigorously.

Specifically, the Company is asserting, among other defenses, that it maintained reasonable policies, procedures and controls to protect data during the period consistent with applicable law, that related statements made to clients and investors were true and accurate, and that the statute of limitations has expired with respect to certain claims.

The Company cooperated with this civil investigation and engaged in settlement discussions but was unable to reach a settlement.

In September 2023, the SEC filed an action against the Company in federal court in the Southern District of New York, alleging violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period.

The Company believes it has meritorious defenses and has been defending itself vigorously.

Specifically, the Company has asserted, among other defenses, that it maintained reasonable policies, procedures and controls to protect data during the period consistent with applicable law, that related statements made to clients and investors were true and accurate, and that the statute of limitations has expired with respect to certain claims.

In June 2025, the Company reached an agreement in principle to settle the matter with the SEC’s Enforcement Staff.

The terms of the anticipated settlement, which is subject to SEC Commission approval and certain other conditions, are not expected to have a material impact on the Company or its business.

The Company anticipates that the agreement will be finalized during the third quarter of 2025.

The parties jointly sought and obtained a 60-day stay of proceedings from the District Court in connection with the finalization of the settlement.

In matters related to the SEC investigation noted above, the Company and certain of its current and former executive officers were named as defendants on May 19, 2023 in Hiebert v.

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

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

On March 27, 2025, the district court partially granted the defendants’ motion to dismiss.

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

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

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

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

The remaining pending proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change U.S.

equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements, (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.

The SEC has recently (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”) which have a compliance date commencing in November 2025, though are currently subject to ongoing legal challenge, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provided for fee collection commencing in November 2024 but in a decision by the 11th Circuit Court of Appeals, dated July 25, 2025, the Court vacated the funding model and remanded the matter to the SEC for further proceedings and stayed judgment for sixty days, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by a United States district court and the SEC withdrew its appeal of the ruling in February 2025.

In June of 2025, under Chair Atkins, the SEC withdrew the following previously pending proposals:

(i) Proposed Rule 615 of Regulation NMS (i.e., the Order Competition Rule), (ii) Regulation Best Execution, (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.

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

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

These pending or potential rule changes, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry.

Other recent developments in law and regulation relating to digital assets and cryptocurrency include the adoption of the Guiding and Establishing National innovation for U.S.

Stablecoins Act (the “GENIUS Act”) and the proposal of the Digital Asset Market Clarity Act (the “CLARITY Act”) in the United States, and the adoption of the Markets in Crypto-Assets Regulation (MiCAR) in the EU.

These remaining pending or potential rule changes in law, rule or regulation, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry, though may also have positive impacts.

As indicated above, from time to time, the Company is the subject of requests for information and documents from the SEC, the Financial Industry Regulatory Authority (“FINRA”), state attorneys general, and other regulators and governmental authorities.

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

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

disclosed in its operating agreement.

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

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Lease assets and liabilities are summarized as follows:

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

(in thousands) Financial Statement Location June 30, 2025 December 31, 2024

Operating leases

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted average remaining lease term

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The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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Variable 1,594 1,389 3,050 2,897

Impairment of ROU Asset — —

Total Operating lease cost $ 19,294 $ 20,156 $ 38,281 $ 40,095

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Total Finance lease cost $ 2,112 $ 2,960 $ 4,603 $ 5,951

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

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of June 30, 2025, are as follows:

(in thousands) Operating Leases Finance Leases

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

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

(in thousands) June 30, 2025 December 31, 2024

Cash and cash equivalents $ 752,101 $ 872,513

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The Founder Member controls approximately 87.1 % of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock.

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

The Company holds approximately a 57.1 % interest in Virtu Financial at June 30, 2025.

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

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

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

Amended and Restated 2015 Management Incentive Plan

The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020 and June 2, 2022.

The Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 26,000,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.

As of June 30, 2025 and December 31, 2024, there were 3,627,621 and 3,994,744 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 367,123 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the six months ended June 30, 2025, and no units were exchanged, forfeited or repurchased during the six months ended June 30, 2024.

Second Amended and Restated 2015 Management Incentive Plan

The Second Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 33,500,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.

On November 13, 2020, the Company amended its form award agreement for the issuance of RSUs to provide for the continued vesting of outstanding RSU awards upon the occurrence of a qualified retirement (the “RSU Amendment”).

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

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

From the inception of the program through June 30, 2025, the Company repurchased approximately 53.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,396.3 million.

As of June 30, 2025, the Company has approximately $ 323.7 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the three months ended March 31, 2025, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 350,858 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

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

During the six months ended June 30, 2025, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 350,858 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

There were no employee exchanges during the six months ended June 30, 2024.

Accumulated Other Comprehensive Income

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

Three Months Ended March 31, 2025

The following table presents the changes in Other Comprehensive Income for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

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

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

As of June 30, 2025, the Company expects approximately $ 0.1 million to be reclassified from AOCI into earnings over the next 12 months.

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

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

Six Months Ended June 30, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 4,943 $ 853 $ ( 1,437 ) $ 4,359

Foreign exchange translation adjustment ( 12,006 ) 9,880 — ( 2,126 )

Total $ ( 7,063 ) $ 10,733 $ ( 1,437 ) $ 2,233

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

As of June 30, 2025, the Company expects approximately $ 0.1 million to be reclassified from AOCI into earnings over the next 12 months.

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

Six Months Ended June 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 23,416 $ 13,998 $ ( 20,520 ) $ 16,894

Foreign exchange translation adjustment ( 6,369 ) ( 1,816 ) — ( 8,185 )

Total $ 17,047 $ 12,182 $ ( 20,520 ) $ 8,709

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

Share-based Compensation

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

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

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

The following table summarizes activity related to stock options for the six months ended June 30, 2025 and 2024:

Options Outstanding Options Exercisable

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Forfeited or expired — — — — —

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

At June 30, 2024 1,482,401 $ 19.00 0.74 1,482,401 $ 19.00

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

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Forfeited or expired — — — — —

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

At June 30, 2025 — $ — 0.00 — $ —

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

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

Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years.

Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years.

The fair value of the Class A Common Stock and RSUs was determined based on a volume weighted average price and the expense is recognized on a straight-line basis over the vesting period.

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

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

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

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

For the six months ended June 30, 2025 and 2024, respectively, there were 528,221 and 878,091 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 11.1 million and $ 7.8 million for the three months ended June 30, 2025 and 2024, respectively, $ 18.2 million and $ 12.7 million for the six months ended June 30, 2025 and 2024, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs and RSAs for the six months ended June 30, 2025 and 2024:

Number of RSUs and RSAs Weighted

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Vested ( 2,616,226 ) 19.84

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

At June 30, 2024 5,291,553 $ 22.01

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

2 unchanged sentences

Vested ( 2,712,652 ) 24.93

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

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

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

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

At June 30, 2025 5,978,944 $ 29.92

(1) Excluded in the number of RSUs and RSAs are 100,000 participating RSAs for six months ended June 30, 2025, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 11.5 million and $ 10.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 26.9 million and $ 20.3 million for the six months ended June 30, 2025 and 2024, respectively, of compensation expense in relation to RSUs.

As of June 30, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $ 121.8 million and $ 53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.4 years and 0.9 years, respectively.

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

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The Company’s U.S.

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

RAL became a U.S.

broker-dealer in June 2023.

Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.0 million of capital in connection with the operation of its designated market maker (“DMM”) business as of March 31, 2025.

broker-dealer subsidiary, Virtu Americas LLC (“VAL”), is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

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

In June 2023, the Company’s U.S.

broker-dealer subsidiary, RFQ-hub Americas LLC (“RAL”), became a U.S.

broker-dealer and as such was subject to the SEC Uniform Net Capital Rule 15c3-1.

As described in Note 3 “Sale of RFQ-hub”, the Company disposed of a 49 % interest in RAL’s parent company RFQ-hub Holdings LLC (together with its subsidiaries, “RFQ-hub”) in May 2025 and we ceased to control, and deconsolidated, RFQ-hub at such time.

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

subsidiaries as of March 31, 2025 was as follows:

subsidiary as of June 30, 2025 was as follows:

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

Virtu Americas LLC $ 398,264 $ 2,479 $ 395,785

RFQ-hub Americas LLC 542 11 531

As of March 31, 2025, VAL had $ 40.7 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 6.4 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

As of June 30, 2025, VAL had $ 31.0 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 6.5 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

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

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

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

The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of June 30, 2025 were as follows:

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

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(1) Preliminary

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

As of June 30, 2025, Virtu Europe Trading Limited had $ 0.1 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

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

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

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

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

As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

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

The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended March 31, 2025 and 2024 are summarized in the following table:

The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended June 30, 2025 and 2024 are summarized in the following table:

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

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

The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the six months ended June 30, 2025 and 2024 are summarized in the following table:

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

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 366,614 57,386 — 424,000

Interest and dividends expense 293,922 2,619 — 296,541

Other segment items (2) 372,587 171,440 2,118 546,145

Total operating expenses 1,033,123 231,445 2,118 1,266,686

Income (loss) before income taxes and noncontrolling interest $ 444,642 $ 124,051 $ 2,063 $ 570,756

Total revenues $ 1,090,791 $ 244,847 $ 186 $ 1,335,824

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 241,838 48,748 — 290,586

Interest and dividends expense 247,288 2,433 — 249,721

Other segment items (2) 330,170 168,824 1,318 500,312

Total operating expenses 819,296 220,005 1,318 1,040,619

Income (loss) before income taxes and noncontrolling interest $ 271,495 $ 24,842 $ ( 1,132 ) $ 295,205

(1) Corporate is a non-operating segment.

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

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

The Company operates its business in the U.S.

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

The following table presents total revenues by geographic area for the three months ended March 31, 2025 and 2024 :

Three Months Ended March 31,

The following table presents total revenues by geographic area for the three and six months ended June 30, 2025 and 2024 :

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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

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

As of June 30, 2025 and December 31, 2024 the Company had net payables to its affiliates of $ 2.2 million and $ 0.1 million, respectively.

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

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

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

The Company paid $ 3.0 million and $ 2.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 5.5 million and $ 5.0 million for the six months ended June 30, 2025 and 2024, respectively, to JNX for these trading activities.

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

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

These monthly fees are for the use of communication networks operated by the JV and are recorded within Communications

and data processing on the Condensed Consolidated Statements of Comprehensive Income.

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

The Company made payments to these JVs of $ 7.2 million and $ 7.4 million for the three months ended March 31, 2025 and 2024, respectively.

The Company made payments to these JVs of $ 7.2 million and $ 7.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 14.4 million and $ 14.8 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has an interest in Members Exchange, a member-owned equities exchange.

The Company pays regulatory and transaction fees and receives rebates from trading activities.

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

The Company made payments of $ 2.7 million and $ 3.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 5.4 million and $ 4.8 million for the six months ended June 30, 2025 and 2024, respectively.

Subsequent Events

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

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

On April 23, 2025, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on June 16, 2025 to holders of record as of May 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”), was signed into law.

The OBBB, amongst other things, extends permanently, with modifications, certain tax provisions originally enacted as part of The Tax Cuts and Jobs Act (“TCJA”).

The Company is currently evaluating the impact of the tax law provisions of OBBB.

At this time, due to the complexity of the changes in the tax reform, an estimate of the financial impact cannot be reasonably determined but the company does not expect the changes to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

On July 30, 2025, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on September 15, 2025 to holders of record as of September 1, 2025.

On July 30, 2025, the Company announced the appointment of Aaron Simons as Chief Executive Officer and his election to the Company’s Board of Directors, as of August 1, 2025.

Simons succeeds Douglas A.

Cifu, who will remain with the Company as a consultant until December 31, 2025.

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

What changed 10-Q

Item 1. Financial Statements