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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-04-29 · 235 added, 105 removed, 681 unchanged (33% of the section changed)

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

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

The following management’s discussion and analysis covers the three and six months ended June 30, 2025 and 2024 should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended June 30, 2025, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and accompanying notes and MD&A for the year ended December 31, 2024, which are included in Item 8 and 7, respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

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

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

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

equities eco-system for all participants;

• additionally, enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public’s perception of us or of companies in our industry;

• enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public’s perception of us or of companies in our industry;

• increased competition in market making activities and execution services;

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We have developed a proprietary, multi-asset, multi-currency technology platform that is highly reliable, scalable and modular, and we integrate directly with exchanges, liquidity centers, and our clients.

Our market data, order routing, transaction processing, risk management and market surveillance technology modules manage our market making and execution services activities in an efficient manner and enable us to scale our activities globally across additional securities and other financial instruments and asset classes without significant incremental costs or third-party licensing or processing fees.

Our market data, order routing,

transaction processing, risk management and market surveillance technology modules manage our market making and execution services activities in an efficient manner and enable us to scale our activities globally across additional securities and other financial instruments and asset classes without significant incremental costs or third-party licensing or processing fees.

We believe that technology-enabled market makers and execution services providers like Virtu serve an important role in maintaining and enhancing the overall health and efficiency of the global capital markets by ensuring that market participants have an efficient means to invest, transfer risk and analyze the quality of executions.

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2 Effective Date.

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

greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.50%.

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

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

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 Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 (the “Amended and Restated 2015 Management Incentive Plan”).

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 16,000,000 shares of Class A Common Stock, par value $0.00001 per share (the “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 April 23, 2020, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated 2015 Management Incentive Plan in order to increase the number of shares of the Company’s Class A Common Stock reserved for issuance, and in respect of which awards may be granted under the Amended and Restated 2015 Plan from 16,000,000 to an aggregate of 21,000,000 shares of Class A Common Stock.

On April 22, 2022, the Company’s Board of Directors adopted another amendment to the Company’s Amended and Restated 2015 Management Incentive Plan to increase the number of shares to an aggregate of 26,000,000 shares of Class A Common Stock and the amendment was approved by the Company’s shareholders at the Company’s annual meeting of shareholders on June 2, 2022.

Second 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 Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 and June 2, 2025 (as amended and restated, the “Second Amended and Restated 2015 Management Incentive Plan”).

On April 23, 2025, the Company’s Board of Directors adopted the Second Amended and Restated 2015 Management Incentive Plan to increase the number of shares, to extend the expiration date to June 2, 2035 and to remove certain provisions related to Section 162(m) of the Code that are no longer applicable.

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, par value $0.00001 per share (the “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.

The Second Amended and Restated 2015 Management Incentive Plan was approved by the Company’s shareholders at the Company’s annual meeting of shareholders on June 2, 2025.

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

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

Subsequent to the IPO and through June 30, 2025, options to purchase 1,646,500 shares in the aggregate were forfeited and 7,581,500 options were exercised.

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

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

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

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

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

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

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of June 30, 2025 in the amount of $120.9 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of June 30, 2025 in the amount of $114.4 million and tax receivable agreement obligation in the amount of $175.8 million, in each case as described in greater detail in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q;

(iii) a portion of the member’s equity of Virtu Financial is represented as noncontrolling interest on our Condensed Consolidated Statements of Financial Condition as of June 30, 2025;

and (iv) provision for corporate income tax in the amount of $37.5 million and $20.9 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025, respectively.

Components of Our Results of Operations

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

(in thousands) Three Months Ended March 31,

The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the three and six months ended June 30, 2025 and 2024:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Market Making 2025 2024 2025 2024

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Income (loss) before income taxes and noncontrolling interest $ 347,020 $ 155,385 $ 570,756 $ 295,205

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

Three Months Ended March 31,

The following table shows our results of operations 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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Net income available to stockholders and basic and diluted earnings per share are 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

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

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

Trading income, net, accounted for 68% and 62% of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

Interest and dividends income.

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

Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Amended and Restated 2015 Management Incentive Plan.

Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Second Amended and Restated 2015 Management Incentive Plan.

Interest and dividends expense.

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GAAP measure.

The following table reconciles the Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the three months ended March 31, 2025 and 2024.

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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Termination of office leases 11 16 21 33

Gain on sale of RFQ-hub (66,988) — (66,988) —

Other 1,964 (33,318) 14,465 (42,665)

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

The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS for the three months ended March 31, 2025 and 2024:

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

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Termination of office leases 11 16 21 33

Gain on sale of RFQ-hub (66,988) — (66,988) —

Other 1,964 (33,318) 14,465 (42,665)

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

Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the three months ended March 31, 2025 and 2024.

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

Three Months Ended March 31, 2025

Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the three and six months ended June 30, 2025 and 2024.

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 451,469 $ 116,254 $ — $ 567,723

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 285,564 $ 99,518 $ — $ 385,082

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

(in thousands, except %) 2025 2024

Adjusted Net Trading Income by Segment:

Total Average Daily (1)

% Total Average Daily %

Six Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 1,229,966 $ 12,813 $ — $ 1,242,779

Commissions, net and technology services 31,726 273,440 — 305,166

Interest and dividends income 232,331 5,128 — 237,459

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)

Adjusted Net Trading Income $ 833,487 $ 231,376 $ — $ 1,064,863

Six Months Ended June 30, 2024

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 823,772 $ 10,718 $ — $ 834,490

Commissions, net and technology services 16,483 228,229 — 244,712

Interest and dividends income 208,113 4,945 — 213,058

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)

Adjusted Net Trading Income $ 559,242 $ 192,711 $ — $ 751,953

The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Adjusted Net Trading Income by Segment (in thousands):

2025 2024 % Change

Market Making $ 451,469 $ 285,564 58.1%

Execution Services 116,254 99,518 16.8%

Corporate — — — % — — — %

Adjusted Net Trading Income $ 567,723 $ 385,082 47.4%

Three Months Ended June 30,

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

2025 (1) 2024 % Change

Market Making $ 7,282 $ 4,533 60.6%

Execution Services 1,875 1,580 18.7%

Average Daily Adjusted Net Trading Income $ 9,157 $ 6,113 50.8%

Six Months Ended June 30,

Adjusted Net Trading Income by Segment (in thousands):

2025 2024 % Change

Market Making $ 833,487 $ 559,242 49.0%

Execution Services 231,376 192,711 20.1%

Adjusted Net Trading Income $ 1,064,863 $ 751,953 41.6%

Six Months Ended June 30,

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

2025 (1) 2024 % Change

Market Making $ 6,832 $ 4,510 51.5%

Execution Services 1,897 1,554 22.0%

Average Daily Adjusted Net Trading Income $ 8,729 $ 6,064 42.6%

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

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

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

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

There were no half-days during the three and six months ended June 30, 2025.

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Total Revenues

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

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

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

Three Months Ended March 31,

Our total revenues increased $306.6 million, or 44.2%, to $999.6 million for the three months ended June 30, 2025, compared to $693.0 million for the three months ended June 30, 2024.

The increase was primarily driven by an increase of $226.4 million in Trading income, net due to higher trading volumes and increased opportunities across global markets, an increase of $27.8 million in Commissions, net and technology services due to strengthened institutional engagement, and an increase of $31.1 million in Other, net which included gains on the sale and deconsolidation of RFQ-hub, partially offset by remeasurement losses on certain digital assets held recorded during the three months ended June 30, 2025 and higher gains on settlement fund recoveries received during the three months ended June 30, 2024.

The following table shows total revenues by segment for the three months ended June 30, 2025 and 2024.

Three Months Ended June 30,

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

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Commissions, net and technology services 153,859 126,101 22.0%

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

Other, net 64,512 33,423 93.0%

Total revenues $ 999,573 $ 692,985 44.2%

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

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

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

Trading income, net increased $226.4 million, or 53.1% to $652.8 million for the three months ended June 30, 2025, compared to $426.4 million for the three months ended June 30, 2024.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended June 30, 2025 compared to the same period in 2024.

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

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

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

Interest and dividends income increased $21.3 million, or 19.9%, to $128.4 million for the three months ended June 30, 2025, compared to $107.1 million for the three months ended June 30, 2024.

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

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

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

Commissions, net and technology services revenues increased $27.8 million, or 22.0%, to $153.9 million for the three months ended June 30, 2025, compared to $126.1 million for the three months ended June 30, 2024.

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

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

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

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

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

Other, net increased $31.1 million, to $64.5 million for the three months ended June 30, 2025, compared to $33.4 million for the three months ended June 30, 2024.

The three months ended June 30, 2025 primarily included gains on the sale and deconsolidation of RFQ-hub as described in Note 3 “Sale of RFQ-hub”, partially offset by remeasurement losses on certain digital assets held during the period.

The three months ended June 30, 2024 primarily included gains on settlement fund recoveries in which we were eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income

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

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

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

Adjusted Net Trading Income, which is a non-GAAP measure, increased $182.6 million, or 47.4%, to $567.7 million for the three months ended June 30, 2025, compared to $385.1 million for the three months ended June 30, 2024.

This increase was primarily attributable to higher Trading income, net due to higher trading volumes and increased opportunities during the three months ended June 30, 2025 compared to the same period in 2024, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net and higher Interest and dividends expense as described below.

Average daily Adjusted Net Trading Income increased $3.1 million, or 50.8%, to $9.2 million for the three months ended June 30, 2025, compared to $6.1 million for the three months ended June 30, 2024.

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

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Operating Expenses

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

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

Our operating expenses increased $115.0 million, or 21.4%, to $652.6 million for the three months ended June 30, 2025, compared to $537.6 million for the three months ended June 30, 2024.

The increase in operating expenses is primarily due to an increase in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Employee compensation and payroll taxes, partially offset by a decrease in Debt issue cost related to debt refinancing, prepayment and commitment fees, as described in more detail below.

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

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

Brokerage exchange, clearance fees and payments for order flow, net, increased $51.3 million, or 34.0%, to $202.1 million for the three months ended June 30, 2025, compared to $150.8 million for the three months ended June 30, 2024.

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

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Communication and data processing.

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

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

Communication and data processing expense increased $2.1 million, or 3.5%, to $61.4 million for the three months ended June 30, 2025, compared to $59.3 million for the three months ended June 30, 2024.

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

Employee compensation and payroll taxes.

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

Employee compensation and payroll taxes increased $30.5 million, or 28.9%, to $136.2 million for the three months ended June 30, 2025, compared to $105.7 million for the three months ended June 30, 2024.

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

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

We have capitalized and therefore excluded employee compensation and benefits related to software development of $9.9 million and $10.6 million for the three months ended June 30, 2025, and 2024, respectively.

Interest and dividends expense.

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

Interest and dividends expense increased $41.5 million, or 33.5%, to $165.2 million for the three months ended June 30, 2025, compared to $123.7 million for the three months ended June 30, 2024.

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

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Operations and administrative.

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

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

Operations and administrative expense increased $3.8 million, or 17.2%, to $25.9 million for the three months ended June 30, 2025, compared to $22.1 million for the three months ended June 30, 2024.

This increase was primarily driven by an increase in professional expense.

Depreciation and amortization.

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

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

Depreciation and amortization decreased $0.5 million, or 3.1%, to $15.6 million for the three months ended June 30, 2025, compared to $16.1 million for the three months ended June 30, 2024.

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

Amortization of purchased intangibles and acquired capitalized software.

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

Amortization of purchased intangibles and acquired capitalized software decreased $0.4 million, or 3.3%, to $11.8 million for the three months ended June 30, 2025, compared to $12.2 million for the three months ended June 30, 2024.

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

Termination of office leases.

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

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

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

Termination of office leases was insignificant for the three months ended June 30, 2025 and June 30, 2024.

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

There were no significant lease terminations in either period.

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

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

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $22.6 million, or 93.0%, to $1.7 million for the three months ended June 30, 2025, compared to $24.3 million for the three months ended June 30, 2024.

This decrease was primarily driven by the acceleration of our capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the three months ended June 30, 2024.

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

Transaction advisory fees and expenses.

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

Transaction advisory fees and expenses were insignificant for both the three months ended June 30, 2025, and June 30, 2024.

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

Financing interest expense on long-term borrowings.

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

Financing interest expense on long-term borrowings increased $9.2 million, or 39.3%, to $32.6 million for the three months ended June 30, 2025, compared to $23.4 million for the three months ended June 30, 2024.The increase was primarily attributable to the completion of the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 during February 2025, partially offset by the effect from lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Provision for income taxes

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subsidiaries.

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

Our provision for income taxes and effective tax rates were $54.0 million and 15.6% for the three months ended June 30, 2025, compared to $27.3 million and 17.6% for the three months ended June 30, 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Total Revenues

Our total revenues increased $501.6 million, or 37.6%, to $1,837.4 million for the six months ended June 30, 2025, compared to $1,335.8 million for the six months ended June 30, 2024.

This increase was primarily attributable to an increase of $408.3 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $60.5 million in Commissions, net and technology services driven by strengthened institutional engagement during the six months ended June 30, 2025 compared to the same period in 2024.

The following table shows the total revenues by segment for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

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

Market Making

Trading income, net $ 1,229,966 $ 823,772 49.3%

Interest and dividends income 232,331 208,113 11.6%

Commissions, net and technology services 31,726 16,483 92.5%

Other, net (16,258) 42,423 NM

Total revenues from Market Making $ 1,477,765 $ 1,090,791 35.5%

Execution Services

Trading income, net $ 12,813 $ 10,718 19.5%

Interest and dividends income 5,128 4,945 3.7%

Commissions, net and technology services 273,440 228,229 19.8%

Other, net 64,115 955 NM

Total revenues from Execution Services $ 355,496 $ 244,847 45.2%

Other, net $ 4,181 $ 186 2,147.8%

Total revenues from Corporate $ 4,181 $ 186 2,147.8%

Trading income, net $ 1,242,779 $ 834,490 48.9%

Interest and dividends income 237,459 213,058 11.5%

Commissions, net and technology services 305,166 244,712 24.7%

Other, net 52,038 43,564 19.5%

Total revenues $ 1,837,442 $ 1,335,824 37.6%

Trading income, net.

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

Trading income, net, increased $408.3 million, or 48.9%, to $1,242.8 million for the six months ended June 30, 2025, compared to $834.5 million for the six months ended June 30, 2024.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the six months ended June 30, 2025 compared to the same period in 2024.

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

Interest and dividends income.

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

Interest and dividends income increased $24.4 million, or 11.5%, to $237.5 million for the six months ended June 30, 2025, compared to $213.1 million for the six months ended June 30, 2024.

Fluctuations were primarily attributable to changes in interest income earned on cash collateral posted as part of securities borrowed transactions and securities purchased under the agreements to resell, driven by the movements of interest rates as well as the level of our activities in securities borrowing and reverse repurchase agreements.

The increase for the six months ended June 30, 2025 was primarily driven by an increase in securities borrowing transactions for the period compared to the same period during the prior year.

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

Commissions, net and technology services.

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

Commissions, net and technology services revenues increased $60.5 million, or 24.7%, to $305.2 million for the six months ended June 30, 2025, compared to $244.7 million for the six months ended June 30, 2024.

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

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

Other, net increased $8.4 million, or 19.3%, to $52.0 million for the six months ended June 30, 2025, compared to $43.6 million for the six months ended June 30, 2024.

The income for the six months ended June 30, 2025

included gains on the sale and deconsolidation of RFQ-hub, partially offset by remeasurement losses on certain digital assets held during the period.

The income for the six months ended June 30, 2024 included gains on settlement fund recoveries in which we were eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $312.9 million, or 41.6%, to $1,064.9 million for the six months ended June 30, 2025, compared to $752.0 million for the six months ended June 30, 2024.

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

Average daily Adjusted Net Trading Income increased $2.6 million, or 42.6%, to $8.7 million for the six months ended June 30, 2025, compared to $6.1 million for the six months ended June 30, 2024.

Taking shortened trading days into consideration for the six months ended June 30, 2025, the number of trading days was 122 days, compared to 124 days for the six months ended June 30, 2024 under the previous trading day convention.

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

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

Operating Expenses

Our operating expenses increased $226.1 million, or 21.7%, to $1,266.7 million for the six months ended June 30, 2025, compared to $1,040.6 million for the six months ended June 30, 2024.

The increase was primarily driven by increases in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Employee compensation and payroll taxes, partially offset by a decrease in Debt issue cost related to debt refinancing, prepayment and commitment fees.

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

Brokerage, exchange, clearance fees and payments for order flow, net, increased $133.4 million, or 45.9%, to $424.0 million for the six months ended June 30, 2025, compared to $290.6 million for the six months ended June 30, 2024.

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

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

Communication and data processing.

Communication and data processing expense increased $3.7 million, or 3.1%, to $121.2 million for the six months ended June 30, 2025, compared to $117.5 million for the six months ended June 30, 2024.

This increase was primarily attributable to increased connectivity spending on market data, subscription, software, and colocation connectivity.

Employee compensation and payroll taxes.

Employee compensation and payroll taxes increased $49.0 million, or 23.7%, to $255.5 million for the six months ended June 30, 2025, compared to $206.5 million for the six months ended June 30, 2024.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $21.3 million and $20.8 million for the six months ended June 30, 2025 and 2024, respectively.

Interest and dividends expense.

Interest and dividends expense increased $46.8 million, or 18.7%, to $296.5 million for the six months ended June 30, 2025, compared to $249.7 million for the six months ended June 30, 2024.

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

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

Operations and administrative.

Operations and administrative expense increased $3.6 million, or 8.1%, to $48.0 million for the six months ended June 30, 2025, compared to $44.4 million for the six months ended June 30, 2024.

The increase was primarily driven by an increase in professional expense compared to the prior period.

Depreciation and amortization.

Depreciation and amortization decreased $0.6 million, or 1.9%, to $31.6 million for the six months ended June 30, 2025, compared to $32.2 million for the six months ended June 30, 2024.

This decrease was driven primarily by a decrease in depreciation of computer equipment and leased equipment compared to the prior period.

Amortization of purchased intangibles and acquired capitalized software.

Amortization of purchased intangibles and acquired capitalized software decreased $3.2 million, or 11.9%, to $23.6 million for the six months ended June 30, 2025, compared to $26.8 million for the six months ended June 30, 2024.

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

Termination of office leases.

Termination of office leases was insignificant for the for the six months ended June 30, 2025 and June 30, 2024.

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

There were no significant lease terminations in either period.

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

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $22.6 million, or 86.9%, to $3.4 million for the six months ended June 30, 2025, compared to $26.0 million for the six months ended June 30, 2024.

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

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

Transaction advisory fees and expenses.

Transaction advisory fees and expenses were insignificant for the six months ended June 30, 2025 and June 30, 2024.

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

Financing interest expense on long term borrowings.

Financing interest expense on long-term borrowings increased $15.7 million, or 33.6%, to $62.4 million for the six months ended June 30, 2025, compared to $46.7 million for the six months ended June 30, 2024.

This increase was primarily attributable to the completion of the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 during February 2025, partially offset by the effect from lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Provision for income taxes

We incur corporate tax at the U.S.

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

Our income tax expense reflects such U.S.

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

subsidiaries.

Our provision for income taxes and effective tax rate was $88.1 million and 15.4% for the six months ended June 30, 2025, compared to a provision for income taxes and effective tax rate of $55.8 million and 18.9% for the six months ended June 30, 2024.

Liquidity and Capital Resources

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

As of June 30, 2025, we had $752.1 million in Cash and cash equivalents.

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

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

As of June 30, 2025, we had borrowings under our prime brokerage credit facilities of approximately $174.4 million, borrowings under our broker dealer facilities of $185.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $1,769.3 million.

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

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

From time to time these cash balances may exceed insured

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

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

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

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

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

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

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

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In June 2023 our U.S.

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

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

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

As described in Note 3 “Sale of RFQ-hub”, we 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 SEC and FINRA impose rules that require notification when regulatory capital falls below certain pre-defined criteria.

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If a firm fails to maintain the required regulatory capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the Company’s liquidation.

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

Additionally, certain applicable

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

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

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

In addition to periodic requirements to report their regulatory capital and

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

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

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

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

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

As of June 30, 2025, there was an outstanding principal balance on our broker-dealer facilities of $185.0 million, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $174.4 million, which was netted within Receivables from broker-dealers and clearing organizations on the Condensed Consolidated Statements of Financial Condition of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

Credit Agreement

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

If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various

actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement.

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

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

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 June 30, 2025, $1,245.0 million was outstanding under the current term loans.

We were in compliance with all applicable covenants under the Credit Agreement as of June 30, 2025.

Senior Secured First Lien Notes

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

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

Three Months Ended March 31,

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

Net cash provided by (used in):

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Operating Activities

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

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

Net cash provided by operating activities was $77.7 million for the six months ended June 30, 2025, compared to net cash provided by operating activities of $95.4 million for the six months ended June 30, 2024.

The change in net cash provided by operating activities was primarily attributable to movements in noncash adjustments, partially offset by higher Net income for the six months ended June 30, 2025 compared to the prior period.

Investing Activities

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

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

Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $11.4 million for the six months ended June 30, 2025, compared with net cash used in investing activities of $36.4 million for the six months ended June 30, 2024.

The decrease in net cash used in investing activities was primarily attributable to proceeds received from sale of RFQ-hub, partially offset by increases in acquisition of property and equipment and other investing activities for the six months ended June 30, 2025.

Financing Activities

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

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

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

Net cash used in financing activities was $207.8 million for the six months ended June 30, 2025, compared to Net cash used in financing activities of $194.7 million for the six months ended June 30, 2024.

The cash used in financing activities for the six months ended June 30, 2025 was primarily attributable to $1,245.0 million of net proceeds from long-term borrowings and $216.8 million of net proceeds from short-term borrowings, offset by $1,245.0 million of repayment of our previous long-term borrowings, $254.4 million in dividends to stockholders and distributions made to noncontrolling interests, and $157.6 million in purchases of treasury stock.

The cash used in financing activities of $194.7 million during the same period of 2024 primarily reflects $1,741.9 million of net proceeds from long-term borrowings and $75.0 million of net proceeds from short-term borrowings, offset by $1,727.0 million of repayment of our previous long-term borrowings, $160.7 million net dividends to stockholders and distributions to noncontrolling interests, and $82.9 million purchase of treasury stock.

Share Repurchase Program

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

From the inception of the program through March 31, 2025, the Company repurchased approximately 51.6 million shares of Class A Common Stock and Virtu Financial

Units for approximately $1,330.0 million.

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

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 of $323.7 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Critical Accounting Policies and Estimates

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The fair values for substantially all of our financial instruments owned and financial instruments sold but not yet purchased are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy.

Instruments categorized within level 3 of the fair value hierarchy are those which require one or more significant inputs that are not observable.

categorized within level 3 of the fair value hierarchy are those which require one or more significant inputs that are not observable.

Estimating the fair value of level 3 financial instruments requires judgments to be made.

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

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

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

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

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

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

$5.4 million of amortization expense for the three months ended June 30, 2025 and 2024, respectively, and $7.2 million and $10.8 million of amortization expense for the six months ended June 30, 2025 and 2024, respectively.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis